UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
January 31, 2026
Columbia Financial, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
(State or other jurisdiction of incorporation) |
001-38456
(Commission File No. |
22-3504946
(IRS Employer Identification Number) |
19-01 Route 208 North, Fair Lawn, New Jersey 07410
(Address of principal executive offices)
(800) 522-4167
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common stock, $0.01 par value per share |
CLBK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On January 31, 2026,
Columbia Financial, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Columbia Financial, Inc., a newly-formed Maryland corporation (the “Holding
Company”), Columbia Bank MHC, the parent mutual holding company of the Company (the “MHC”), and Northfield
Bancorp, Inc., a Delaware corporation (“Northfield”). The Merger Agreement was unanimously approved by the Board
of Directors of each of the parties.
Concurrently with the adoption
of the Merger Agreement, the Boards of Directors of the Company, the Holding Company, the MHC and Columbia Bank, the Company’s wholly-owned
banking subsidiary, adopted a Plan of Conversion and Reorganization (the “Plan”), pursuant to which Columbia Bank will
convert from the mutual holding company form of organization to the fully-public stock holding company form of organization (the “Conversion”).
Plan of Conversion and Reorganization
The Plan provides for the
sale of shares of common stock of the Holding Company, par value $0.01 per share (the “Holding Company Common Stock”),
to depositors (and certain eligible borrowers) of Columbia Bank and other members of the public, and for the exchange of shares of the
Company, par value $0.01 per share (the “Company Common Stock”), held by persons other than the MHC for shares of Holding
Company Common Stock, based on the appraised pro forma market value of the Holding Company, after giving effect to the merger with Northfield,
as determined by an independent appraiser (such appraisal, the “Independent Valuation”). Upon the completion of the
Conversion, the Holding Company will succeed to the rights and obligations of the MHC and the Company, both of which will be merged out
of existence in connection with the Conversion, and become the parent holding company for Columbia Bank.
The Plan establishes December 31,
2024 as the eligibility record date for determining the eligible account holders of Columbia Bank entitled to receive first priority non-transferable
subscription rights to subscribe for shares of Holding Company Common Stock in a subscription offering to be undertaken in connection
with the Conversion. The Plan is subject to regulatory approval as well as approval by the members of the MHC (i.e., the depositors of
Columbia Bank) and by the stockholders of the Company (including approval by the holders of a majority of the outstanding shares of the
Company common stock owned by persons other than the MHC). The MHC currently owns approximately 73.1% of the outstanding shares of Company
Common Stock.
The foregoing summary of the
Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1
to this Form 8-K and incorporated herein by reference.
Agreement and Plan of Merger
Pursuant to the terms of the
Merger Agreement and subject to the conditions set forth therein, immediately following the completion of the Conversion, Northfield will
merge with and into the Holding Company (the “Merger”), with the Holding Company continuing as the surviving corporation
(the “Surviving Entity”). Immediately following the completion of the Merger, the Holding Company will cause Northfield’s
wholly-owned banking subsidiary, Northfield Bank, to merge with and into Columbia Bank, with Columbia Bank continuing as the surviving
institution (the “Bank Merger”).
Upon the terms and subject
to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each
share of Northfield’s common stock, par value $0.01 per share (the “Northfield Common Stock”), issued and outstanding
immediately prior to the Effective Time, other than certain shares held by the Company, the Holding Company, the MHC or Northfield, will
be converted, at the election of the holder, into the right to receive either shares of Holding Company Common Stock (the “Stock
Consideration”) or cash (the “Cash Consideration,” and together with the Stock Consideration, the “Merger
Consideration”), as follows: (i) if the final Independent Valuation, immediately prior to the completion of the Conversion
(the “Final Independent Appraisal”) is less than $2.3 billion, 1.425 shares of Holding Company Common Stock (the “Merger
Exchange Ratio”) or $14.25 in cash (the “Per Share Cash Consideration”); (ii) if the Final Independent
Valuation is equal to or greater than $2.3 billion and less than $2.6 billion, the Merger Exchange Ratio will be increased to 1.450 shares
of Holding Company Common Stock and the Per Share Cash Consideration will be increased to $14.50; or (iii) if the Final Independent
Valuation is greater than $2.6 billion, the Merger Exchange Ratio will be increased to 1.465 shares of Holding Company Common Stock and
the Per Share Cash Consideration will be increased to $14.65. No more than 30% of the shares of Northfield Common Stock issued and outstanding
as of the Effective Time (excluding shares of Northfield Common Stock to be canceled as provided the Merger Agreement) will be converted
into the aggregate Cash Consideration.
Additionally, the parties
agreed that, if the valuation range of the Conversion at the midpoint of such range decreases by 20% or more from the midpoint of the
preliminary valuation range (the “Preliminary Midpoint”) provided by the Company’s independent appraiser at the time
of first public announcement of the Merger, (i) the Company may, in its sole discretion after consultation with its financial advisor,
delay the Conversion; provided, however, such delayed Conversion must close no later than January 31, 2027; or (ii) the Company
will engage in good faith negotiations to adjust the amount of the Merger Consideration taking into account such decrease from the Preliminary
Midpoint.
Treatment of Northfield Equity Awards
Upon the terms and subject
to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding equity award with respect to Northfield Common
Stock will be treated as follows:
Restricted
Stock: Immediately prior to the Effective Time, each share of Northfield Common Stock subject to time-based vesting that is
outstanding immediately prior to the Effective Time will fully vest and be treated as an issued and outstanding share of Northfield Common
Stock for purposes of the Merger Agreement.
Performance-Based
Restricted Stock Units: Immediately prior to the Effective Time, each performance-vesting restricted stock unit award of Northfield
will accelerate in full and fully vest, with any applicable performance-based vesting condition to be deemed achieved at the greater of
the target level of performance or actual annualized performance measured as of the most recent completed fiscal quarter and be treated
as an issued and outstanding share of Northfield Common Stock for purposes of the Merger Agreement.
Stock
Options: Each option to purchase Northfield Common Stock (each, a “Northfield Option”) that is outstanding
immediately prior to the Effective Time, will be cancelled and converted automatically into an option to purchase shares of Holding Company
common stock and will continue to be subject to the same terms and conditions as applied to the Northfield Option immediately prior to
the Effective Time. The number of shares of Holding Company Common Stock subject to each assumed Northfield Option will be equal to the
number of shares of Northfield Common Stock subject to such Northfield Option immediately prior to the Effective Time, multiplied by the
Merger Exchange Ratio, rounded down to the nearest whole share. The per share exercise price of each assumed Northfield Option will also
be adjusted by dividing the per share exercise price of such Northfield Option by the Merger Exchange Ratio, rounded up to the nearest
cent.
Representations and Warranties; Covenants
The Merger Agreement contains
customary representations and warranties from both the Company and Northfield, and each party has agreed to customary covenants, including,
among others, relating to (1) the conduct of each party’s business during the interim period between the execution of the Merger
Agreement and the Effective Time, (2) the obligation of each party to call a meeting of its stockholders to approve the Merger Agreement,
and (3) Northfield’s non-solicitation obligations related to alternative business combination proposals.
Under the Merger Agreement,
each of the Company and Northfield has agreed to use its reasonable best efforts to obtain as promptly as practicable all consents required
to be obtained from any governmental authority or other third party that are necessary or advisable to consummate the transactions contemplated
by the Merger Agreement (including the Merger and the Bank Merger). Notwithstanding such general obligation to obtain such consents of
governmental authorities, neither the Company nor Northfield is required to take any action that would reasonably be expected to have
a material adverse effect on the Surviving Entity and its subsidiaries, taken as a whole, after giving effect to the Merger (measured
on a scale relative only to the size of Northfield and its subsidiaries, taken as a whole, without the Company and its subsidiaries) (a
“Materially Burdensome Regulatory Condition”).
Governance
Pursuant to the Merger Agreement,
as of the Effective Time, the Board of Directors of the Holding Company will be comprised of nine Columbia directors and four members
of the Board of Directors of Northfield, to be selected by the Company, one of whom will be Steven M. Klein, the Chairman, President and
Chief Executive Officer of Northfield (the “Northfield Directors”), provided that the Northfield Directors must meet
any applicable requirements or standards that may be imposed by a regulatory agency for service on the Board of Directors of the Holding
Company and otherwise be reasonably acceptable to the Nominating/Corporate Governance Committee of the Board of Directors of the Company.
In addition, effective as of the effective time of the Bank Merger, each of the Northfield Directors will also be appointed to the Board
of Directors of Columbia Bank. Each Northfield Director will serve on each such Board of Directors for at least four years from the Effective
Time.
At the Effective Time, Steven
M. Klein will also be appointed as Senior Executive Vice President and Chief Operating Officer of the Holding Company and Columbia Bank.
Closing Conditions
The completion of the Merger
is subject to customary conditions, including (1) approval of the Merger Agreement by the Company’s and Northfield’s
stockholders, (2) authorization for listing on NASDAQ of the shares of Holding Company Common Stock to be issued in the Merger, subject
to official notice of issuance, (3) effectiveness of the Registration Statement on Form S-4 for Holding Company Common Stock
to be issued in the Merger, (4) the receipt of specified governmental consents and approvals required for the Merger and the Bank
Merger, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, and termination
or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory
Condition, (5) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the
Bank Merger or making the completion of the Merger or the Bank Merger illegal and (6) the consummation of the Conversion. Each party’s
obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions,
the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party
of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from counsel to the effect that the Merger,
will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended.
Termination; Termination Fee
The Merger Agreement provides
certain termination rights for both the Company and Northfield and further provides that a termination fee of $23,700,000 will be payable
by either Northfield or the Company, as applicable, following termination of the Merger Agreement under certain circumstances involving
a third party. The Merger Agreement also provides for the payment of a termination fee of $6,000,000 by the Company following the termination
of the Merger Agreement under certain circumstances.
Important Statement Regarding Merger Agreement
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is attached hereto as Exhibit 2.2 and is incorporated herein by reference.
The representations, warranties
and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the
benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from
those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date
they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and
warranties (1) will not survive consummation of the Merger, and (2) were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’
public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding
the terms of the Merger Agreement, and not to provide investors with any factual information regarding the Company or Northfield, their
respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the Company, Northfield, their respective affiliates or their respective businesses, the Merger Agreement
and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 that will include
a joint proxy statement of the Company and Northfield and also constitute a prospectus of the Holding Company, as well as in the annual
reports on Form 10-K, quarterly reports on Form 10-Q and other filings that each of the Company and Northfield make with the
Securities and Exchange Commission (the “SEC”).
Support Agreements
Concurrently with the execution
and delivery of the Merger Agreement, each of the directors of Northfield (the “Support Agreement Holders”) has entered
into a support agreement with the Company (the “Northfield Support Agreement”) pursuant to which, among other things,
each Support Agreement Holder has agreed, subject to the terms of the Northfield Support Agreement, to (i) vote the shares of Northfield
Common Stock over which he or she has the sole power to vote or direct the voting thereof (collectively, the “Subject Northfield
Shares”), in favor of the approval of the Merger Agreement and (ii) not transfer the Subject Northfield Shares, with certain
limited exceptions. The Northfield Support Agreement will terminate upon the earlier of the termination of the Merger Agreement or the
Effective Time.
Each of the directors of the
Company also entered into a similar support agreement with Northfield (the “Company Support Agreement”) pursuant to
which, among other things, each director of the Company has agreed to (i) vote the shares of Company Common Stock over which he or
she has the sole power to vote or direct the voting thereof (the “Subject Company Shares”) in favor of the approval
of the Merger Agreement and the Plan of Conversion and (ii) not transfer the Subject Company Shares, with certain limited exceptions.
The Company Support Agreement will terminate upon the earlier of the termination of the Merger Agreement or the Effective Time.
The foregoing descriptions
of the Northfield Support Agreement and the Company Support Agreement do not purport to be complete and are qualified in their entirety
by reference to the full texts of the Northfield Support Agreements and the Company Support Agreements, forms of which are attached hereto
as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On February 2, 2026,
the Company and Northfield issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the announcement
of the Merger Agreement, the Company and Northfield intend to provide supplemental information regarding the proposed transaction in presentations
to analysts and investors. The slides that will be available in connection with the presentations are furnished as Exhibit 99.2 to
this Current Report on Form 8-K.
The information provided under
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed
to be “filed” with the SEC for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing
of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except
as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate
by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits
attached hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 2.1 |
|
Plan of Conversion and Reorganization |
| |
|
|
| 2.2 |
|
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, Columbia Bank MHC and Northfield Bancorp, Inc.* |
| |
|
|
| 10.1 |
|
Support Agreement, dated as of January 31, 2026, by and among Columbia Financial, Inc. and each of the stockholders of Northfield Bancorp, Inc. listed on the signature pages therein |
| |
|
|
| 10.2 |
|
Support Agreement, dated as of January 31, 2026, by and among Northfield Bancorp, Inc. and each of the stockholders of Columbia Financial, Inc. listed on the signature pages therein |
| |
|
|
| 99.1 |
|
Joint Press release dated February 2, 2026 |
| |
|
|
| 99.2 |
|
Investor Presentation Materials dated February 2, 2026 |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been
omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. |
Disclaimer and Caution About Forward-Looking Statements
Certain statements in this
communication constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, as amended, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not
limited to, statements regarding the outlook and expectations of Columbia and Northfield, respectively, with respect to the proposed transaction,
the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on
the combined company’s future financial performance (including anticipated accretion to earnings per share, the tangible book value
earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully
integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such
as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,”
“contemplate,” “expect,” “estimate,” “continue,” “plan,” “project”
and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of Columbia or Northfield
or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and
are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree
of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking
statements. Such risks, uncertainties and assumptions, include, among others, the following: (i) the occurrence of any event, change
or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (ii) the
failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the proposed transaction) and the possibility that the proposed transaction
does not close when expected or at all because required regulatory approvals, the approval by Columbia’s and/or Northfield’s
stockholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; (iii) the
outcome of any legal proceedings that may be instituted against Columbia or Northfield; (iv) the possibility that the anticipated
benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all,
including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Columbia
and Northfield operate; (v) the possibility that the integration of the two companies may be more difficult, time-consuming or costly
than expected; (vi) the possibility that the final appraisal of Columbia conducted by RP Financial, LC will differ from the preliminary
appraisal conducted by RP Financial, LC; (vii) Columbia’s ability to successfully complete the Conversion; (viii) the
impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired
and liabilities assumed to determine their fair value and credit marks; (ix) the possibility that the proposed transaction may be
more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; (x) the diversion
of management’s attention from ongoing business operations and opportunities; (xi) potential adverse reactions of Columbia’s
or Northfield’s customers or changes to business or employee relationships, including those resulting from the announcement or completion
of the proposed transaction; (xii) a material adverse change in the financial condition of Columbia or Northfield; (xiii) changes
in Columbia’s or Northfield’s share price before closing; (xiv) risks relating to the potential dilutive effect of shares
of Columbia’s common stock to be issued in the proposed transaction; (xv) general competitive, economic, political and market
conditions, including the impact of any potential government shutdown; (xvi) major catastrophes such as earthquakes, floods or other
natural or human disasters, including infectious disease outbreaks; and (xvii) other factors that may affect future results of Columbia
or Northfield, including, among others, changes in asset quality and credit risk; the imposition of tariffs and any retaliatory responses;
the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment,
investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions
of the Federal Reserve Board and legislative and regulatory actions and reforms.
These factors are not necessarily
all of the factors that could cause Columbia’s, Northfield’s or the combined company’s actual results, performance or
achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including
unknown or unpredictable factors, also could harm Columbia’s, Northfield’s or the combined company’s results.
Although each of Columbia
and Northfield believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions based on
its existing knowledge of its business and operations, there can be no assurance that actual results of Columbia or Northfield will not
differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could
cause results to differ materially from those described above can be found in Columbia’s most recent annual report on Form 10-K
for the fiscal year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents subsequently filed by Columbia
with the SEC, and in Northfield’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024,
and its other filings with the SEC and quarterly reports on Form 10-Q, and other documents subsequently filed by Northfield with
the SEC. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences
to or effects on Columbia, Northfield or each of their respective businesses or operations. Investors are cautioned not to rely too heavily
on any such forward-looking statements. Columbia and Northfield urge you to consider all of these risks, uncertainties and other factors
carefully in evaluating all such forward-looking statements made by Columbia and Northfield. Forward-looking statements speak only as
of the date they are made and Columbia and/or Northfield undertake no obligation to update or clarify these forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Important Additional Information About the Transaction and Where
to Find It
In connection with the proposed
transaction, the Holding Company intends to file with the SEC (i) a Registration Statement on Form S-4 (the “Form S-4
Registration Statement”) to register the shares of Holding Company Common Stock to be issued in connection with the Merger,
which will include a joint proxy statement of Columbia and Northfield and a prospectus of the Holding Company (the “Joint Proxy
Statement/Prospectus”), and (ii) a Registration Statement on Form S-1 in connection with the Conversion offering.
In addition each of Columbia, the Holding Company and Northfield may file with the SEC other relevant documents concerning the proposed
transaction. A definitive Joint Proxy Statement/Prospectus will be sent to the stockholders of Columbia and Northfield to seek their approval
of the proposed transaction.
BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF COLUMBIA AND NORTHFIELD ARE URGED TO READ THE FORM S-4 REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COLUMBIA,
NORTHFIELD AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect
to the proposed transaction between Columbia and Northfield. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such jurisdiction.
A
copy of the Form S-4 Registration Statement, Joint Proxy Statement/Prospectus, as well as other filings containing information about
Columbia, the Holding Company and Northfield, may be obtained, free of charge, at the SEC’s website (http://www.sec.gov).
You will also be able to obtain these documents, when they are filed, free of charge, from Columbia by accessing Columbia’s website
at https://ir.columbiabankonline.com/financials/sec-filings/default.aspx or from Northfield by accessing Northfield’s website
at https://ir.enorthfield.com/financials/sec-filings/default.aspx. Copies of the Registration Statement on Form S-4 Registration
Statement, the Joint Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also
be obtained, without charge, by directing a request to Columbia Investor Relations, 19-01 Route 208 North, Fair Lawn, New Jersey 07410,
or by calling (833) 550-0717, or to Northfield by directing a request to Northfield Investor Relations, 581 Main Street, Suite 810,
Woodbridge, New Jersey 07095 or by calling (732) 499-7200 x2519. The information on Columbia’s or Northfield’s respective
websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes
with the SEC.
Participants in the Solicitation
Columbia, Northfield and certain
of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the
stockholders of Columbia and Northfield in connection with the proposed transaction. Information about the interests of the directors
and executive officers of Columbia and Northfield and other persons who may be deemed to be participants in the solicitation of stockholders
of Columbia and Northfield in connection with the proposed transaction and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus related to the proposed transaction, which will be filed
with the SEC.
Information about the directors
and executive officers of Columbia and their ownership of Columbia common stock is also set forth in the definitive proxy statement for
Columbia’s 2025 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 25, 2025 (the “Columbia
2025 Proxy Statement”) and other documents subsequently filed by Columbia with the SEC. Information about the directors and
executive officers of Columbia, their ownership of Columbia common stock, and Columbia’s transactions with related persons is set
forth in the sections entitled “Stock Ownership,” “Proposal 1 – Election of Directors,” “Director
Compensation,” “Compensation Discussion and Analysis” and “Executive Compensation,” of the Columbia 2025
Proxy Statement. To the extent holdings of Columbia’s common stock by the directors and executive officers of Columbia’s have
changed from the amounts of Columbia’s common stock held by such persons as reflected therein, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Information about the directors
and executive officers of Northfield and their ownership of Northfield common stock can also be found in Northfield’s definitive
proxy statement in connection with its 2025 Annual Meeting of Stockholders, as filed with the SEC on April 14, 2025 (the “Northfield
2025 Proxy Statement”) and other documents subsequently filed by Northfield with the SEC. Information about the directors and
executive officers of Northfield, their ownership of Northfield common stock, and Northfield’s transactions with related persons
is set forth in the sections entitled “Voting Securities and Principal Holders Thereof,” “Corporate Governance and Board
Matters,” “Executive Compensation” and “Proposal 1 – Election of Directors” of the Northfield 2025
Proxy Statement. To the extent holdings of Northfield common stock by the directors and executive officers of Northfield have changed
from the amounts of Northfield common stock held by such persons as reflected therein, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described in the
preceding paragraph.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
COLUMBIA FINANCIAL, INC. |
| |
|
| Dated: February 2, 2026 |
/s/ Dennis E. Gibney |
| |
Dennis E. Gibney |
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First Senior Executive Vice President and Chief
Banking Officer |
