Kessler Karen J. 4
4 · Northfield Bancorp, Inc. · Filed Jul 20, 2026
Research Summary
AI-generated summary of this filing
Northfield Bancorp (NFBK) Director Karen Kessler Surrenders Shares
What Happened
Karen J. Kessler, a director of Northfield Bancorp, reported dispositions to the issuer on July 20, 2026, totaling 72,737 shares: 64,854 shares, 3,500 shares, and 4,383 shares (the last reported as a derivative). Prices are listed as N/A because the transfers were part of the merger conversion rather than open‑market sales.
Key Details
- Transaction date: 2026-07-20 (all items) — disposition code D (to issuer).
- Share counts: 64,854; 3,500; and 4,383 (derivative) — total 72,737 shares surrendered.
- Price: N/A on the Form 4 (conversion under merger terms).
- Shares owned after transaction: not specified in this filing.
- Footnotes:
- F1: Under the merger agreement, each Northfield share was converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash.
- F2: Each restricted stock unit was converted into the right to receive 1.425 units that will be settled in cash based on Newco’s closing price on vesting. The 4,383 derivative item relates to these converted RSUs.
- Filing timeliness: Report filed the same day (timely).
Context
These dispositions are merger-related conversions rather than standard sell orders. If holders elected cash, the 72,737 surrendered shares would imply about $1,036,502 (72,737 × $14.25). If holders elected stock, the shares would convert into roughly 103,621 Newco shares (72,737 × 1.425). Such merger conversions reflect deal mechanics and not necessarily an insider signal about company prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-20−64,854→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-07-20−3,500→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2]2026-07-20−4,383→ 0 total→ Common Stock (4,383 underlying)
Footnotes (2)
- [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.