Patafio Frank P. 4

What Happened

• Frank P. Patafio, a director of Northfield Bancorp, disposed of a total of 271,745 company-related shares on July 20, 2026. The filing shows two dispositions: 267,362 shares (common stock) and 4,383 derivative units. No per-share price or total dollar value is reported in the Form 4 (price listed as N/A).
• These dispositions were reported as "to the issuer" (disposition code D) and are tied to the January 31, 2026 Merger Agreement between Northfield and Newco; they reflect conversion/settlement events related to that merger rather than an open-market sale.

Key Details

• Transaction date: 2026-07-20 (both entries); filing date: 2026-07-20.
• Shares disposed: 267,362 common shares; 4,383 derivative units (total 271,745). Price: N/A in the filing; total value: N/A.
• Footnote F1: Each outstanding Northfield common share was converted into the right to elect either 1.425 shares of Newco common stock or $14.25 in cash per share under the Merger Agreement.
• Footnote F2: Each restricted stock unit (RSU) was converted into the right to receive 1.425 units that will be settled in cash based on Newco’s closing price on the vesting date.
• Shares owned after the transactions are not provided in the supplied filing data.
• Filing was submitted on the same date as the transactions (no late filing indicated).

Context

• The "to the issuer" dispositions here appear to be merger-related conversions/settlements (including converted RSUs) rather than routine open-market sales. The derivative entry reflects RSU conversion to a cash/stock-settlement right under the merger terms.
• For retail investors: merger conversions often result in insider filings showing large dispositions but do not necessarily reflect a director selling into the market; check whether holders elected cash or stock (and any subsequent Form 4s) for the economic impact.