Northfield Bancorp (NFBK) holders get cash or Columbia stock in merger

Rhea-AI Filing Summary

Columbia Financial completed its merger with Northfield Bancorp on July 20, 2026, with Northfield merging into Columbia Financial and Northfield Bank merging into Columbia Bank, each with Columbia as the surviving entity. Northfield Bancorp no longer exists as a separate legal entity.

Each share of Northfield common stock outstanding immediately before the effective time was converted, at the holder’s election and subject to proration and allocation under the Merger Agreement, into the right to receive either $14.25 in cash, 1.425 shares of Columbia Financial common stock, or a combination, with cash paid in lieu of fractional Columbia shares. Time-based restricted stock and performance-vesting restricted stock units fully vested and were treated as common shares, while stock options were converted into Columbia options using the 1.425 exchange ratio and an adjusted exercise price.

Trading in Northfield common stock on NASDAQ was suspended on July 20, 2026, and the shares were withdrawn from listing. Columbia Financial, as successor, plans to file Form 15 to deregister Northfield common stock and suspend reporting obligations. Northfield’s directors and executive officers ceased service, and four former Northfield directors joined the Columbia Financial and Columbia Bank boards. Steven M. Klein became Senior Executive Vice President and Chief Operating Officer of Columbia Financial and Columbia Bank.

8-K Event Classification

7 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

7 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash election per share: $14.25 per share Merger Exchange Ratio: 1.425 shares Merger closing date: July 20, 2026 +1 more

4 metrics

Cash election per share $14.25 per share Cash component of Merger Consideration for each share of Northfield Common Stock

Merger Exchange Ratio 1.425 shares Shares of Columbia Financial Common Stock per share of Northfield Common Stock

Merger closing date July 20, 2026 Date the Merger and Bank Merger became effective

New Columbia board members from Northfield 4 Increase in the size of the Columbia Financial and Columbia Bank boards by four members

Key Terms

Merger Consideration, Merger Exchange Ratio, Bank Merger, Form 15, +2 more

6 terms

Merger Consideration financial

"except the right to receive the Merger Consideration as described above"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Merger Exchange Ratio financial

"1.425 shares of common stock (the “Merger Exchange Ratio”), par value"

Bank Merger regulatory

"Northfield Bank, merged with and into Columbia Bank (the “Bank Merger”)"

Form 15 regulatory

"intends to file with the SEC certifications on Form 15 under the Exchange Act"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

performance-vesting restricted stock unit award financial

"each performance-vesting restricted stock unit award of Northfield Bancorp accelerated"

deregistration regulatory

"requesting the deregistration of Northfield Common Stock under Section 12(g)"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What happened to Northfield Bancorp (NFBK) in the Columbia Financial merger?

Northfield Bancorp (NFBK) was merged into Columbia Financial on July 20, 2026, and Northfield Bank merged into Columbia Bank. Northfield Bancorp no longer exists as a separate legal entity after the merger and bank merger.

What merger consideration do NFBK shareholders receive in the Columbia Financial deal?

Each NFBK share was converted into the right to receive $14.25 in cash or 1.425 Columbia Financial shares, or a combination, at the holder’s election. Elections are subject to proration and allocation procedures under the Merger Agreement, with cash paid instead of fractional Columbia shares.

What happened to NFBK stock listing on NASDAQ after the Columbia Financial merger?

Trading in Northfield Bancorp common stock on NASDAQ was suspended on July 20, 2026, and the shares were withdrawn from listing. Columbia Financial intends to file Form 15 to deregister the stock and suspend Northfield’s reporting obligations under the Exchange Act.

How were NFBK equity awards treated in the merger with Columbia Financial (NFBK)?

Time-based restricted stock fully vested and was treated as common shares at closing. Performance-vesting restricted stock units fully vested at the greater of target or measured performance, and Northfield options were converted into options on Columbia Financial stock using the 1.425 exchange ratio and adjusted exercise prices.

Did NFBK directors or executives join Columbia Financial after the merger?

Yes. The Columbia Financial and Columbia Bank boards were expanded by four members from Northfield’s board. Steven M. Klein, Northfield’s Chairman, President and CEO, became Senior Executive Vice President and Chief Operating Officer of Columbia Financial and Columbia Bank.

What rights do former NFBK shareholders have after the Columbia Financial merger?

After the effective time, former NFBK shareholders no longer have rights as Northfield stockholders, except the right to receive the Merger Consideration described: cash, Columbia Financial shares, or both, plus cash in lieu of any fractional Columbia shares, all subject to the Merger Agreement terms.

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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): July 20, 2026

NORTHFIELD BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35791		80-0882592
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employer Identification No.)

81 Main Street, Woodbridge, New Jersey 07095

(Address of principal executive offices) (Zip Code)

(301) 774-6400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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, par value $0.01 per share		NFBK		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. ☐

Introduction

This Current Report on Form 8-K is being filed in connection with the completion on July 20, 2026 of the previously announced merger between Columbia Financial, Inc., a Maryland corporation (“Columbia Financial”), and Northfield Bancorp, Inc., a Delaware corporation (“Northfield Bancorp”), pursuant to the Agreement and Plan of Merger, dated as of January 31, 2026 (the “Merger Agreement”), by and among Columbia Financial, Columbia Financial, Inc., a Delaware corporation and the mid-tier holding company for Columbia Bank, Columbia Bank MHC and Northfield Bancorp.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, on the Closing Date, Northfield Bancorp merged with and into Columbia Financial (the “Merger”), with Columbia Financial continuing as the surviving corporation in the Merger. Immediately following the effective time of the Merger (the “Effective Time”), Northfield Bancorp’s wholly owned banking subsidiary, Northfield Bank, merged with and into Columbia Financial’s wholly owned banking subsidiary, Columbia Bank (the “Bank Merger”), with Columbia Bank continuing as the surviving bank in the Bank Merger.

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock of Northfield (“Northfield Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of the holder and subject to the proration and allocation procedures set forth in the Merger Agreement, either $14.25 in cash or 1.425 shares of common stock (the “Merger Exchange Ratio”), par value $0.01 per share, of Columbia Financial (“Columbia Financial Common Stock”), or a combination thereof (the “Merger Consideration”). Each holder of Northfield Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Columbia Financial Common Stock (after taking into account all shares held by such holder) will instead receive cash in lieu of such fractional share in accordance with the terms of the Merger Agreement.

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 was treated as follows:

Restricted Stock: Immediately prior to the Effective Time, each share of Northfield Common Stock subject to time-based vesting that was outstanding immediately prior to the Effective Time fully vested and was 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 Bancorp accelerated in full and fully vested, with any applicable performance-based vesting condition 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 was 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 was outstanding immediately prior to the Effective Time was cancelled and converted automatically into an option to purchase shares of Columbia Financial Common Stock, subject to the same terms and conditions as applied to the Northfield Option immediately prior to the Effective Time. The number of shares of Columbia Financial Common Stock subject to each assumed Northfield Option are 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 such Northfield Option was adjusted by dividing the per share exercise price of such Northfield Option by the Merger Exchange Ratio, rounded up to the nearest cent.

The foregoing description of the Merger, the Bank Merger and 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, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.

The information set forth in the Introduction is incorporated herein by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 20, 2026, The NASDAQ Stock Market LLC (the “NASDAQ”) was notified that the Merger would be effective as of July 20, 2026, and it was requested that the NASDAQ (1) suspend trading of Northfield Common Stock, (2) withdraw Northfield Common Stock from listing on the NASDAQ following the closing of trading on July 20, 2026, and (3) file with the Securities and Exchange Commission (the “SEC”) a notification of delisting of Northfield Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Northfield Common Stock is no longer listed on the NASDAQ.

In furtherance of the foregoing, Columbia Financial, as successor to Northfield Bancorp, intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Northfield Common Stock under Section 12(g) of the Exchange Act, and the corresponding immediate suspension of Northfield Bancorp’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to Northfield Bancorp as it no longer exists as a separate legal entity as a result of the Merger.

The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modifications to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, at the Effective Time, each holder of Northfield Common Stock immediately prior to the Effective Time ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introduction and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As set forth in Item 2.01 of this Current Report on Form 8-K, pursuant to the Merger Agreement, at the Effective Time, Northfield Bancorp was merged with and into Columbia Financial, with Columbia Financial surviving the Merger.

The information set forth in the Introduction and under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, and pursuant to the terms of the Merger Agreement, Northfield Bancorp’s directors and executive officers ceased serving as directors and executive officers of Northfield Bancorp.

In addition, as of the Effective Time and in accordance with the Merger Agreement, the size of the Board of Directors of Columbia Financial and Columbia Bank was increased by four members, and the following individuals, each of whom was a member of the board of directors of Northfield Bancorp immediately prior to the Effective Time, were appointed to the board of directors of Columbia Financial and Columbia Bank: Steven M. Klein, John P. Connors, Jr., Timothy C. Harrison and Paul V. Stahlin. In addition, Steven M. Klein, the Chairman, President and Chief Executive Officer of Northfield Bancorp, was appointed as Senior Executive Vice President and Chief Operating Officer of Columbia Financial and Columbia Bank effective as of the Effective Time.

Item 5.03. Amendments to Articles of Incorporation.

At the Effective Time, the Certificate of Incorporation of Northfield Bancorp and the Bylaws of Northfield Bancorp, as amended, ceased to be in effect by operation of law, and the organizational documents of Columbia Financial (as successor to Northfield Bancorp by operation of law) remained the Articles of Incorporation of and the Bylaws of Columbia Financial, in each case as in effect as of immediately prior to the Effective Time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 31, 2026, by and among Columbia Financial, Inc. (a Maryland corporation), Columbia Financial, Inc. (a Delaware corporation), Columbia Bank MHC and Northfield Bancorp, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Columbia Financial, Inc. (a Delaware corporation) on February 2, 2026 (File No. 001-38456))*
104		Cover Page Interactive Data File (formatted as inline XBRL document)

* 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.

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., As successor by merger to NORTHFIELD BANCORP, INC.
By:		/s/ Dennis E. Gibney
Name:		Dennis E. Gibney
Title:		First Senior Executive Vice President, Chief Banking Officer

Date: July 22, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB