Columbia Financial, Inc. 8-K

What Happened

• Columbia Financial, Inc. filed an 8‑K (Merger Agreement dated January 31, 2026; filed February 2, 2026) announcing a definitive merger with Northfield Bancorp, Inc. and a concurrent Plan of Conversion and Reorganization to convert Columbia Bank from a mutual holding company structure to a fully public stock holding company.
• Under the plan the Company formed a new Maryland holding company that will sell stock to eligible Columbia Bank depositors and the public and will exchange Company shares held by non‑MHC holders for Holding Company shares based on an Independent Valuation (the “Conversion”). The Boards of the parties unanimously approved the transactions.
• At the effective time, Northfield will merge into the Holding Company and Northfield Bank will merge into Columbia Bank. Northfield shareholders may elect stock or cash consideration, with the stock/cash amounts tied to the Final Independent Appraisal range.

Key Details

• Merger consideration (holder election): either shares of Holding Company common stock or cash. Exchange ratios / cash per Northfield share depend on Final Independent Appraisal:
  • Final valuation < $2.3B: 1.425 shares or $14.25 cash per Northfield share.
  • $2.3B ≤ valuation < $2.6B: 1.450 shares or $14.50 cash.
  • Valuation > $2.6B: 1.465 shares or $14.65 cash.
• Cash election limited to no more than 30% of Northfield shares outstanding at the Effective Time.
• Columbia Bank MHC (the mutual parent) currently holds ~73.1% of Company common stock. The Plan sets December 31, 2024 as the eligibility record date for first‑priority subscription rights for depositors.
• Governance: post‑closing Holding Company board will have 9 Columbia directors and 4 Northfield directors; Steven M. Klein (Northfield CEO) will be appointed a director and Senior EVP & COO. Northfield directors will serve at least four years.
• Closing and approvals required: stockholder approvals, NASDAQ listing authorization, effectiveness of Form S‑4, specified federal banking regulator approvals (Fed, OCC) and completion of the Conversion. Merger Agreement includes termination fees: $23.7M in certain third‑party scenarios and a $6.0M fee payable by the Company in other specified terminations.
• Equity awards: Northfield restricted stock and performance RSUs accelerate/vest pre‑closing; stock options assumed and adjusted by the merger exchange ratio.

Why It Matters

• This is a transformational transaction for Columbia: converting Columbia Bank to a public holding company and merging with Northfield will change capital structure (new public shares issued), governance and shareholder mix. Approvals from the MHC members (depositors), Company stockholders and federal regulators are required before the deal can close.
• The exchange ratios, cash election cap and independent valuation will determine the actual share issuance and dilution. The filing highlights material conditions and termination fees that signal substantial commitment by both parties but also important regulatory and shareholder hurdles.
• Investors should watch upcoming proxy and S‑4 materials (they will include full transaction economics and pro forma impacts), the independent valuation results, stockholder votes, and regulatory feedback. The company and Northfield have furnished a joint press release and investor slides as Exhibits 99.1 and 99.2.