Klein Steven M 4

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.