Northfield Bancorp, Inc.·4

Jul 20, 9:35 PM ET

Connors John P Jr 4

4 · Northfield Bancorp, Inc. · Filed Jul 20, 2026

Research Summary

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Northfield Bancorp (NFBK) Director John P. Connors Jr Sells Shares

What Happened

  • John P. Connors Jr., a director of Northfield Bancorp, disposed a total of 214,015 shares on 2026-07-20 via dispositions to the issuer (conversion under the merger). Individual dispositions reported: 168,569; 33,181; 7,041; 841; and a 4,383-unit derivative item. Prices are listed as N/A; 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 (see footnotes). If cash were elected for the 214,015 shares, the notional cash value would be about $3.05M (214,015 × $14.25). The 4,383-unit item is a derivative (restricted stock units) converted into 1.425 units that will be settled in cash based on Newco’s closing price on vesting.

Key Details

  • Transaction date: 2026-07-20; transaction type: Disposition to issuer (D) under the Merger Agreement.
  • Shares disposed (by line): 168,569; 33,181; 7,041; 841; derivative: 4,383 (total 214,015).
  • Price: N/A on Form 4; conversion mechanism per Merger Agreement (cash or Newco shares).
  • Shares owned after transaction: not specified in the filing.
  • Footnotes: F1 describes conversion terms (1.425 Newco shares or $14.25 cash per share); F2 states restricted stock units were converted into rights to 1.425 units settled in cash based on Newco closing price at vesting.
  • Filing date/period: filed and reporting period dated 2026-07-20; no late filing indicated on the face of the report.

Context

  • These dispositions are merger-related conversions to the issuer under a binding Merger Agreement, not open-market sales. That means the report reflects corporate restructuring consideration (election between Newco stock or cash) rather than a typical insider market sale. The RSU conversion is a derivative settlement that will be cash-settled at vesting based on Newco’s closing price.

Insider Transaction Report

Form 4Exit
Period: 2026-07-20
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-20168,5690 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-2033,1810 total(indirect: By IRA)
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-207,0410 total(indirect: By IRA)
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-208410 total(indirect: By Spouse)
  • Disposition to Issuer

    Restricted Stock Units

    [F2]
    2026-07-204,3830 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.
Signature
/s/ William R. Jacobs, pursuant to Power of Attorney|2026-07-20

Documents

1 file
  • 4
    wk-form4_1784597745.xmlPrimary

    FORM 4