Lefkowitz Robin 4

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.