CATINO ANNETTE 4

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).