Kessler Karen J. 4

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.