Chapman Gil 4

What Happened

• Gil Chapman, a director of Northfield Bancorp, disposed of 62,419 common shares and 4,383 derivative units (restricted stock units) on 2026-07-20 as part of the merger with Newco/Columbia. Each outstanding common share of Northfield was converted under the merger into the right to receive either 1.425 Newco shares or $14.25 in cash; the 62,419 common shares therefore equate to roughly $14.25/share (about $889,470 if the cash option is selected). The 4,383 RSU-derived units were converted into the right to receive 1.425 units that will be settled in cash based on Newco’s closing price on the RSU vesting date.

Key Details

• Transaction date: 2026-07-20 (filing date 2026-07-20 — timely)
• Dispositions reported: 48,005; 6,763; 7,651 common shares (total 62,419) and 4,383 derivative RSU units
• Reported price: N/A on Form 4 because shares were converted under the merger formula (cash alternative $14.25/share)
• Estimated cash value if cash election chosen for common shares: ~ $889,471 (62,419 × $14.25)
• Footnote F1: Merger converts each common share to 1.425 Newco shares or $14.25 cash.
• Footnote F2: Each RSU converted into the right to receive 1.425 units, to be settled in cash based on Newco’s closing price on vesting.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• These were not open-market sales but merger-related conversions/surrenders to the issuer under the Agreement and Plan of Merger. Such transactions reflect contract terms of the corporate transaction rather than a director’s discretionary buy/sell decision, and therefore should not be interpreted as a standalone bullish or bearish signal.