Northfield Bancorp, Inc. 8-K

What Happened
Northfield Bancorp, Inc. (NFBK) filed an 8‑K reporting a January 31, 2026 Agreement and Plan of Merger with Columbia Financial, Inc., a newly formed Maryland holding company and Columbia Bank MHC. The deal follows a planned conversion of Columbia Bank from a mutual holding company to a fully public stock holding company, after which Northfield will merge into the new holding company and Northfield Bank will merge into Columbia Bank. The Merger Agreement was unanimously approved by the boards and was publicly announced in a joint press release on February 2, 2026.

Key Details

• Merger consideration (holder election): stock or cash, based on the Final Independent Appraisal of the holding company valuation:
  • Valuation < $2.3B: 1.425 shares of Holding Company common stock 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.
• Governance: Holding Company board to have 13 members at closing — 9 Columbia directors and 4 Northfield directors (including Steven M. Klein); Klein to become Senior EVP & COO of the Holding Company and Columbia Bank. Northfield directors to serve at least four years.
• Closing conditions include stockholder approvals, NASDAQ listing authorization, effectiveness of an S-4 registration statement, required regulatory approvals (e.g., FRB, OCC) without a “Materially Burdensome Regulatory Condition,” and completion of the Columbia Bank conversion.
• Termination fees: $23.7 million payable by either party in some third‑party scenarios; $6.0 million payable by Columbia Financial in certain other termination circumstances.
• Executive settlements (filed Jan 31, 2026): Steven M. Klein and four senior Northfield executives (CFO William Jacobs; Chief Lending Officer David Fasanella; Robin Lefkowitz; Vickie Tomasello) will have their employment agreements terminated at closing and will receive lump‑sum payments: Klein $5,740,307; Jacobs $1,495,734; Fasanella $1,414,980; Lefkowitz $1,304,747; Tomasello $1,131,597. Amounts are subject to reduction to avoid 280G/4999 excise taxes and applicable withholding. Klein is subject to two‑year non‑compete/non‑solicit restrictions following termination from the Holding Company/Columbia Bank.

Why It Matters
This is a transformational transaction that combines Northfield with Columbia Financial after Columbia’s conversion to a public holding company. The deal gives Northfield shareholders a choice of stock in the combined company or cash, with exchange ratios and cash amounts tied to an independent valuation — which affects the economic value of the consideration. The transaction requires shareholder and regulatory approvals (including FRB/OCC) and NASDAQ listing clearance, so closing is not guaranteed. The filing also discloses sizable termination payments to Northfield’s senior officers and governance arrangements that retain some Northfield leadership (Steven Klein) on the new boards — all items investors should consider when evaluating potential dilution, leadership continuity, and deal-related costs.