Northfield Banco SEC Filings

Northfield Bancorp, Inc. agreed to merge with a new holding company for Columbia Financial, following Columbia Bank’s conversion to a fully public stock holding company. After the conversion, Northfield will merge into the holding company and Northfield Bank will merge into Columbia Bank.

Each Northfield share will be converted into either stock or cash, at the holder’s election, with consideration tied to the final independent valuation: from 1.425–1.465 holding company shares or $14.25–$14.65 in cash per share, with cash capped at 30% of outstanding shares. The combined board will include four Northfield directors, and Steven M. Klein will become Senior Executive Vice President and Chief Operating Officer.

Northfield entered settlement agreements under which key executives’ employment contracts will terminate at closing in exchange for lump-sum payments, including $5,740,307 for Mr. Klein and amounts between $1,131,597 and $1,495,734 for four other executives. The merger is subject to shareholder approvals, regulatory clearances without materially burdensome conditions, completion of the conversion, tax opinions, and includes termination fee provisions of up to $23,700,000.

Northfield Bancorp, Inc. agreed to be acquired by a new holding company formed by Columbia Financial, Inc. in a stock-and-cash merger tied to Columbia’s mutual-to-stock conversion. After Columbia Bank’s conversion, Northfield will merge into the new holding company and Northfield Bank will merge into Columbia Bank.

Each Northfield share can be exchanged for either stock or cash, with consideration based on an independent valuation of Columbia’s new holding company. Depending on that valuation, shareholders will receive between 1.425 and 1.465 holding company shares or between $14.25 and $14.65 in cash per Northfield share, subject to an overall 30% cash cap.

Northfield equity awards will vest or convert into holding company options, and four Northfield directors, including CEO Steven M. Klein, will join the new boards, with Klein becoming Senior Executive Vice President and Chief Operating Officer. The merger requires regulatory and shareholder approvals, completion of Columbia’s conversion, and includes reciprocal support agreements and termination fees of $23.7 million or $6 million in specified break-up scenarios.

Northfield Bancorp, Inc.'s Chairman, President & CEO Steven M. Klein reported share sales tied to tax withholding on equity compensation. On January 27, 2026, 2,187 shares of common stock were sold at $11.99 per share. On January 29, 2026, 1,125 shares were sold at $12.15 per share. A footnote states these shares were sold to satisfy tax obligations from exercising stock appreciation rights, indicating an administrative transaction rather than a typical investment sale. Following these transactions, Klein directly owned 473,993 common shares and held 40,000 stock options exercisable at $16.89 per share, expiring on November 1, 2027. He also had indirect common stock holdings of 55,459.19 shares through an ESOP and 65,806.61 shares through a 401(k) plan.

Northfield Bancorp, Inc. executive vice president David Fasanella reported small stock sales to cover taxes tied to equity compensation. On January 27, 2026, he disposed of 893 shares of common stock at $11.99 per share, and on January 29, 2026 he disposed of 453 shares at $12.15 per share. A footnote states these transactions represent shares sold to satisfy tax obligations from an exercise of stock appreciation rights.

After these transactions, Fasanella directly owned 49,924 common shares. He also indirectly held 4,000 shares through a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k), reflecting ongoing equity alignment with the company.

Northfield Bancorp, Inc. executive William R. Jacobs, EVP & PAO, reported tax-related share transactions in company stock. On 01/27/2026 and 01/29/2026, transactions coded “F” covered 943 and 482 shares at $11.99 and $12.15 to satisfy tax obligations tied to stock appreciation rights.

After these transactions, Jacobs directly held 69,065 common shares. The filing also shows indirect holdings of 35,846.22 shares through an ESOP and 12,718.99 shares through a 401(k), reflecting positions not required to be separately reported as transactions.

Northfield Bancorp, Inc. executive David Fasanella reported routine share withholdings to cover taxes tied to an equity award vesting. On January 24, 2026, 1,535 shares of Northfield common stock were withheld or sold at $11.89 per share, leaving 52,450 directly held shares. On January 26, 2026, a further 1,180 shares were withheld or sold at the same price, with direct holdings reported at 51,270 shares afterward. The filing notes these transactions were made to satisfy tax obligations related to the vesting of an equity award. Fasanella also reports indirect ownership of 4,000 shares in a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k) plan.

Northfield Bancorp, Inc. executive Vickie Tomasello reported routine tax-related share sales. As EVP/Chief Risk Officer, she had 1,296 shares of common stock withheld on 01/24/2026 and 997 shares withheld on 01/26/2026, both at a price of $11.89 per share. According to the filing, these shares were sold to satisfy tax obligations tied to the vesting of an equity award. After the transactions, she directly beneficially owned 12,367 shares of Northfield Bancorp common stock.

Northfield Bancorp, Inc. Chairman, President & CEO Steven M. Klein reported routine share sales to cover taxes tied to an equity award vesting. On January 24, 2026, he disposed of 3,957 shares of common stock at $11.89 per share, and on January 26, 2026, he disposed of an additional 2,680 shares at the same price, both coded "F" for tax-withholding related transactions. After these moves, he directly owned 477,305 common shares.

He also reported indirect holdings of common stock, including 55,459.19 shares by an ESOP and 65,806.61 shares by a 401(k), plus 40,000 stock options exercisable at $16.89 per share and expiring on November 1, 2027. The filing notes that some reflected plan transactions are not required to be reported under Section 16, underscoring the administrative nature of these updates.

Northfield Bancorp, Inc. executive William R. Jacobs, EVP & PAO, reported share sales made to cover taxes from an equity award vesting. On January 24, 2026, he disposed of 1,618 shares of common stock at $11.89 per share, and on January 26, 2026, he disposed of another 1,245 shares at the same price. A footnote explains these transactions represent shares sold to satisfy tax obligations related to the vesting of an equity award, rather than a discretionary open-market sale.

After these transactions, Jacobs beneficially owned 70,490 shares of Northfield Bancorp common stock directly. He also held additional indirect interests of 12,718.99 shares through a 401(k) plan and 35,846.22 shares through an ESOP as of the dates shown.