Harrison Timothy C 4
4 · Northfield Bancorp, Inc. · Filed Jul 20, 2026
Research Summary
AI-generated summary of this filing
Northfield (NFBK) Director Timothy C. Harrison Disposes Shares
What Happened
Timothy C. Harrison, a director of Northfield Bancorp, Inc. (NFBK), reported dispositions to the issuer on 2026-07-20: 82,313 common shares and 4,383 derivative units (restricted stock units converted) were surrendered as part of the merger with Columbia/Newco. The Merger Agreement provides that each Northfield share was converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash; if cashed out at $14.25, the 86,696 total shares represent about $1,235,418. The filing shows these were merger-related dispositions to the issuer (code D), not open-market sales.
Key Details
- Transaction date: 2026-07-20 (filed same day).
- Items disposed: 82,313 common shares; 4,383 RSU-derived units (listed as a derivative disposition).
- Price reported: N/A on the Form 4 (disposition to issuer). Merger cash option equals $14.25 per share (conversion term); estimated cash value ≈ $1,235,418 if cash elected.
- Shares owned after transaction: not stated in the provided summary.
- Footnotes: F1 = each Northfield share converted to 1.425 Newco shares or $14.25 cash; F2 = each restricted stock unit converted to a right to receive 1.425 units to be settled in cash based on Newco’s closing price on vesting.
- Timeliness: filing date equals transaction date (no late filing indicated).
Context
These were merger-related conversions/surrenders to the issuer under the Merger Agreement, not routine open-market sales. The director may have received Newco shares or cash per the election — the Form 4 reports the disposition itself but does not indicate the holder’s election or final cash/stock settlement. Merger-driven dispositions are transactional and don’t necessarily reflect the insider’s view of the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-20−82,313→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2]2026-07-20−4,383→ 0 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.