Lefkowitz Robin 4
4 · Northfield Bancorp, Inc. · Filed Jul 20, 2026
Research Summary
AI-generated summary of this filing
Northfield Bancorp EVP Robin Lefkowitz Surrenders Shares in Merger
What Happened
Robin Lefkowitz, Executive Vice President of Northfield Bancorp, reported multiple dispositions to the issuer on July 20, 2026 totaling 141,937.26 shares/derivative units. The filing lists five dispositions: 23,534; 26,135.8; 38,388.46 (common shares) and 13,879; 40,000 (derivative items). No per-share sale price is reported (listed as N/A) because these were conversions/dispositions under the merger rather than open-market trades. Under the merger agreement, each Northfield common share was converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash; if the cash election applied to the 88,058.26 common-share portion, that would imply roughly $1.255M in cash (actual consideration depends on holder elections and treatment of derivative awards).
Key Details
- Transaction date: 2026-07-20 (report period 2026-07-20).
- Shares/units disposed: total 141,937.26 — common shares: 88,058.26 (23,534; 26,135.8; 38,388.46); derivatives: 53,879 (13,879; 40,000).
- Price: N/A in filing (dispositions were conversion/settlements under the merger).
- Shares owned after transaction: not specified in the Form 4.
- Footnotes / material points:
- F1: Each outstanding Northfield common share converted to the right to elect either 1.425 Newco shares or $14.25 cash at merger close.
- F2: Restricted stock units were converted into 1.425 units to be settled in cash based on Newco’s closing price on vesting.
- F3: Outstanding options were converted into Newco options (shares scaled by 1.425; exercise price adjusted per the agreement).
- Filing timeliness: reported with period date 2026-07-20 (no late filing flag shown).
Context
These were issuer dispositions tied to the Columbia/Newco merger—not open-market sales—so they reflect conversion/settlement mechanics (stock-for-stock or cash election) rather than a discretionary sell decision. Derivative items (RSUs/options) are treated differently: RSUs were converted into cash-settled units per the agreement, and options were converted into Newco options rather than immediately cashed out. For retail investors, merger-driven conversions are routine corporate actions and do not necessarily signal insider sentiment about future company performance.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-20−23,534→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-07-20−26,135.8→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
[F1]2026-07-20−38,388.46→ 0 total(indirect: By ESOP) - Disposition to Issuer
Restricted Stock Units
[F2]2026-07-20−13,879→ 0 total→ Common Stock (13,879 underlying) - Disposition to Issuer
Stock Options
[F3]2026-07-20−40,000→ 0 totalExercise: $18.44From: 2017-11-16Exp: 2026-11-16→ Common Stock (40,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger dated as of January 31, 2026, by and among Columbia Financial, Inc., a Delaware corporation, Columbia Financial, Inc., a Maryland corporation (Newco), Columbia Bank MHC and Northfield Bancorp, Inc. (Merger Agreement), at the effective time of the merger between Northfield Bancorp, Inc, and Newco, each issued and outstanding share of Northfield Bancorp, Inc. common stock was converted into the right to receive, at the election of the holder, either (i) 1.425 shares of Newco common stock or (ii) $14.25 in cash.
- [F2]Pursuant to the Merger Agreement, each restricted stock unit was converted into the right to receive 1.425 units that will be settled in cash based on the closing price of Newco common stock on the day of vesting.
- [F3]Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the effective time of the merger, whether vested or unvested, was converted into an option exercisable for a total number of shares of Newco common stock equal to the total number of shares underlying the Northfield Bancorp, Inc. option multiplied by 1.425, rounded down to the nearest whole share, with an exercise price per share equal to the exercise price applicable to the underlying Northfield Bancorp, Inc. option divided by 1.425, rounded up to the nearest cent.