Klein Steven M 4
4 · Northfield Bancorp, Inc. · Filed Jul 20, 2026
Research Summary
AI-generated summary of this filing
Northfield (NFBK) CEO Steven Klein Surrenders Shares in Merger
What Happened
Steven M. Klein, Chairman, President & CEO of Northfield Bancorp, Inc., reported dispositions to the issuer on July 20, 2026: 464,261; 66,997.09; and 59,118.88 common shares (total ~590,377 common shares) and 40,000 derivative shares. The Form 4 lists no per-share sale price (N/A) because these dispositions arose from the merger with Columbia Financial/Newco. Under the merger terms, each Northfield share was converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash. (If all ~590,377 common shares were cashed out, the gross cash consideration would be roughly $8.41 million — this is illustrative depending on each holder’s election.)
Key Details
- Transaction date: 2026-07-20; transaction type: Disposition to issuer (D).
- Price: Not shown on the Form 4 (N/A); merger conversion terms: 1.425 Newco shares per Northfield share or $14.25 cash (see footnote F1).
- Derivative item: 40,000 shares are reported as derivative disposition; options were converted under the merger into options on Newco shares per footnote F2.
- Shares owned after transaction: Not disclosed in the Form 4 provided.
- Filing timeliness: Reported same day (filed 2026-07-20); no late filing indicated.
Context
These dispositions are part of the corporate merger implementation between Northfield and Columbia/Newco and are not an open-market sale by the insider. For the derivative position, outstanding Northfield options were converted into Newco options based on the 1.425 ratio with adjusted exercise prices (see F2). Such merger-related surrenders generally reflect deal mechanics rather than a direct signal of insider buying or selling intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-20−464,261→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-07-20−66,997.09→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
[F1]2026-07-20−59,118.88→ 0 total(indirect: By ESOP) - Disposition to Issuer
Stock Options
[F2]2026-07-20−40,000→ 0 totalExercise: $16.89From: 2018-11-01Exp: 2027-11-01→ Common Stock (40,000 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 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.