Northfield Bancorp, Inc.·4

Jul 20, 9:36 PM ET

CATINO ANNETTE 4

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

Research Summary

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Northfield Bancorp (NFBK) Director Annette Catino Surrenders Shares in Merger

What Happened

  • Annette Catino, a director of Northfield Bancorp, reported dispositions to the issuer on 2026-07-20 totaling 292,831 shares (229,988 + 37,460 + 21,000 + 4,383). The filing shows these were dispositions in connection with the company’s merger, not open-market sales; no per-share price is listed in the Form 4.
  • Under the Merger Agreement, each Northfield common share was converted into the right to receive either 1.425 shares of the acquiring Newco or $14.25 in cash. If Catino elected cash for all surrendered shares, the implied gross proceeds would be about $4.17 million (292,831 × $14.25). The 4,383-share line reflects a derivative/RSU conversion.

Key Details

  • Transaction date: 2026-07-20; Transaction code: D (Disposition to issuer).
  • Reported share counts: 229,988; 37,460; 21,000; 4,383 — total 292,831 shares. No per-share sale price listed on the Form 4 (N/A).
  • Shares owned after transaction: not specified in the filing.
  • Footnotes: F1 — each common share converted to 1.425 Newco shares or $14.25 cash; F2 — each restricted stock unit converted into rights to receive 1.425 units settled in cash based on Newco’s closing price on vesting.
  • Timeliness: Filing covers transactions dated 2026-07-20 and was filed contemporaneously (no late filing flag indicated).

Context

  • These dispositions are merger-related conversions/surrenders rather than voluntary open-market sales, so they reflect deal mechanics (exchange of securities or cash) rather than a standalone trading signal.
  • The RSU/derivative line was converted under the merger terms and will be settled according to the Merger Agreement (cash settlement tied to Newco pricing).

Insider Transaction Report

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

    Common Stock

    [F1]
    2026-07-20229,9880 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-2037,4600 total(indirect: By SEP)
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-2021,0000 total(indirect: By IRA)
  • 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_1784597761.xmlPrimary

    FORM 4