Northfield Bancorp, Inc. 8-K

What Happened

• Northfield Bancorp, Inc. announced that, effective July 20, 2026, it merged into Columbia Financial (the “Merger”), with Columbia Financial surviving. Simultaneously Northfield Bank merged into Columbia Bank. Under the Merger Agreement, each outstanding share of Northfield common stock was converted into the holder’s election of $14.25 in cash, 1.425 shares of Columbia Financial common stock, or a combination thereof (subject to proration and allocation). Fractional shares were paid in cash. Time‑based restricted stock and performance‑vesting restricted stock units vested and were treated as outstanding Northfield shares for the merger. Outstanding stock options were converted into options on Columbia Financial stock using the 1.425 exchange ratio and an adjusted exercise price.

Key Details

• Effective date: July 20, 2026.
• Merger consideration: $14.25 cash and/or 1.425 shares of Columbia Financial common stock per Northfield share; fractional shares paid in cash.
• Equity treatment: time‑based restricted shares fully vested; performance RSUs accelerated to target or greater; options converted at 1.425× share ratio (rounded down) and exercise prices divided by 1.425 (rounded up to nearest cent).
• Corporate changes: Northfield directors and officers ceased serving for Northfield; Columbia’s board and bank board increased by four and added Steven M. Klein, John P. Connors, Jr., Timothy C. Harrison and Paul V. Stahlin. Steven M. Klein was named Senior Executive Vice President and Chief Operating Officer of Columbia Financial/Columbia Bank.

Why It Matters

• For Northfield shareholders: your Northfield shares were converted into cash and/or Columbia Financial stock at a fixed exchange option; you no longer hold a separate Northfield equity interest. Stock options and restricted awards were adjusted or vested so holders receive analogous consideration.
• Listing and reporting: Northfield common stock was withdrawn from NASDAQ and is no longer listed. Columbia Financial, as successor, intends to file Form 15 to deregister Northfield stock under Section 12(g) and suspend Northfield’s SEC reporting obligations, reflecting that Northfield no longer exists as a separate public company.
• Governance and operations: the merger consolidates the two banks under Columbia Bank and brings four former Northfield directors and Northfield’s CEO (Steven Klein) into senior roles at Columbia, indicating management continuity at the combined company.