Fasanella David 4

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.