Harrison Timothy C 4

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.