Connors John P Jr 4

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.