Northfield Bancorp (NFBK) CEO logs tax-related share sales and option holdings

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Klein Steven M

(Last) (First) (Middle)

581 MAIN STREET, SUITE 810

(Street)

WOODBRIDGE NJ 07095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northfield Bancorp, Inc. [ NFBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		F		2,187(1)	D	$11.99	475,118	D
Common Stock	01/29/2026		F		1,125(1)	D	$12.15	473,993	D
Common Stock								55,459.19(2)	I	By ESOP
Common Stock								65,806.61(2)	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$16.89							11/01/2018	11/01/2027	Common Stock	40,000		40,000	D

Explanation of Responses:

1. Represents shares sold by the Reporting Person to satisfy tax obligations in connection with an exercise of stock appreciation rights.

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ William R. Jacobs, pursuant to Power of Attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NFBK CEO Steven M. Klein report on this Form 4?

Steven M. Klein reported sales of Northfield Bancorp common stock to cover tax obligations. He sold 2,187 shares at $11.99 on January 27, 2026 and 1,125 shares at $12.15 on January 29, 2026, tied to stock appreciation rights.

Why were Northfield Bancorp (NFBK) shares sold in Klein’s January 2026 Form 4?

The filing states the shares were sold to satisfy tax obligations arising from Klein’s exercise of stock appreciation rights. This indicates the transactions were related to compensation and tax withholding mechanics rather than a discretionary open-market investment sale.

How many Northfield Bancorp (NFBK) shares does Steven M. Klein own after these transactions?

After the reported sales, Klein directly owned 473,993 shares of Northfield Bancorp common stock. The Form 4 also lists indirect holdings of 55,459.19 shares through an ESOP and 65,806.61 shares through a 401(k) plan, in addition to stock options.

What stock options for Northfield Bancorp does Steven M. Klein report holding?

Klein reports holding stock options on 40,000 shares of Northfield Bancorp common stock. These options have an exercise price of $16.89 per share and an expiration date of November 1, 2027, reflecting a longer-term equity incentive position.

What does transaction code “F” mean in the NFBK Form 4 for Steven M. Klein?

Transaction code “F” on the Form 4 indicates shares were disposed of to pay tax obligations related to equity awards. The filing explains the sales covered taxes owed from Klein’s exercise of stock appreciation rights, rather than representing ordinary discretionary share sales.

How are ESOP and 401(k) holdings reported for Northfield Bancorp (NFBK) in this Form 4?

The Form 4 lists indirect ownership of Northfield Bancorp shares by Steven M. Klein through two plans. He holds 55,459.19 shares via an ESOP and 65,806.61 shares via a 401(k), reported as indirect beneficial ownership separate from his directly held common shares.