Fasanella David 4

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

AI-generated summary of this filing

Updated Jul 21, 2026

Northfield Bancorp (NFBK) EVP David Fasanella Surrenders Shares

What Happened

David Fasanella, Executive Vice President of Northfield Bancorp, reported dispositions to the issuer on 2026-07-20. The filing shows five disposition entries totaling 84,579.62 shares surrendered (46,019; 11,500; 9,611.95; 2,382.67; and 15,066). The Form 4 lists prices as N/A because shares were converted/settled under the merger agreement rather than sold in the open market.
Under the Merger Agreement, each Northfield common share was converted into the right to receive either 1.425 shares of Newco (Columbia Financial, Inc.) or $14.25 in cash at the holder’s election. Using the $14.25 cash option as a reference, the surrendered shares would correspond to roughly $1.2 million in cash (84,579.62 × $14.25 ≈ $1,205,260). The 15,066-share entry is a derivative (restricted stock unit) conversion and will be cash-settled based on Newco’s closing price at vesting.

Key Details

Transaction date: 2026-07-20 (all entries). Filing date: 2026-07-20 (timely).
Transaction type/code: Disposition to issuer (D) — related to the merger conversion, not an open-market sale; prices reported as N/A on the Form 4.
Shares surrendered: 84,579.62 total (includes 15,066 as derivative/RSU conversion).
Approximate cash reference value: ~$1.2M if holder elected the $14.25-per-share cash option under the Merger Agreement.
Shares owned after transaction: Not specified in the provided filing details.
Footnotes: F1 — merger conversion option (1.425 Newco shares or $14.25 cash per Northfield share). F2 — restricted stock units converted into units to be cash-settled based on Newco closing price at vesting.

Context

These dispositions are merger-related conversions/surrenders to the issuer, not routine open-market sales; they reflect the contractual exchange terms in the Columbia–Northfield merger. Derivative/RSU items were converted into cash-settled units per the merger terms, so treatment differs from a simple sale.
Such filings document how insider holdings were handled in a corporate transaction; they do not, by themselves, indicate the insider’s market sentiment or a discretionary decision to trade.

Form 4Exit

Period: 2026-07-20

EVP

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-07-20−46,019→ 0 total
Disposition to Issuer
Common Stock
[F1]
2026-07-20−11,500→ 0 total(indirect: By IRA)
Disposition to Issuer
Common Stock
[F1]
2026-07-20−9,611.95→ 0 total(indirect: ESOP)
Disposition to Issuer
Common Stock
[F1]
2026-07-20−2,382.67→ 0 total(indirect: By 401(k))
Disposition to Issuer
Restricted Stock Units
[F2]
2026-07-20−15,066→ 0 total
→ Common Stock (15,066 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

1 file