Northfield Bancorp director converts 82,313 shares in merger
Northfield Bancorp, Inc. director Timothy C Harrison reported merger-related dispositions on July 20, 2026.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director Timothy C Harrison reported merger-related dispositions on July 20, 2026. All 82,313 shares of common stock were converted into the right to receive, at the holder’s election, either 1.425 shares of Newco common stock or $14.25 in cash per share. In addition, 4,383 restricted stock units were converted into 1.425 cash-settled units each, based on the closing price of Newco common stock on the vesting date, leaving reported balances of zero for these positions.
Insider Trade Summary
Disposition: 86,696 shares
Disposition
2 txns
Insider
Harrison Timothy C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 82,313 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the 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 (Newco), Columbia Bank MHC and Northfield Bancorp, Inc. (Merger Agreement), at the effective time of the merger between Northfield Bancorp, Inc, and Newco, each issued and outstanding share of Northfield Bancorp, Inc. common stock was converted into the right to receive, at the election of the holder, either (i) 1.425 shares of Newco common stock or (ii) $14.25 in cash.
- F2. Pursuant to the Merger Agreement, each restricted stock unit was converted into the right to receive 1.425 units that will be settled in cash based on the closing price of Newco common stock on the day of vesting.
Key Figures
Common shares disposed: 82,313 shares
Restricted stock units converted: 4,383 units
Stock election ratio: 1.425 shares
+2 more
5 metrics
Common shares disposed
82,313 shares
Reported as disposition to issuer on 2026-07-20 in connection with merger consideration election
Restricted stock units converted
4,383 units
RSUs converted into cash-settled Newco units on 2026-07-20 under the Merger Agreement
Stock election ratio
1.425 shares
Newco common shares receivable for each Northfield Bancorp common share electing stock consideration
Cash election price
$14.25 per share
Cash consideration alternative for each share of Northfield Bancorp, Inc. common stock in the merger
RSU conversion ratio
1.425 units
New cash-settled units received for each restricted stock unit pursuant to the Merger Agreement
Key Terms
Agreement and Plan of Merger, restricted stock unit, Disposition to issuer, closing price, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of January 31, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock unit financial
"Pursuant to the Merger Agreement, each restricted stock unit was converted"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Disposition to issuer regulatory
"transaction_code_description": "Disposition to issuer""
closing price market
"units that will be settled in cash based on the closing price of Newco common stock"
Merger Agreement regulatory
"Pursuant to the Merger Agreement, each restricted stock unit was converted"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Northfield Bancorp (NFBK) director Timothy C Harrison report in this Form 4?
Timothy C Harrison reported merger-related dispositions of his Northfield Bancorp equity holdings. 82,313 common shares and 4,383 restricted stock units were converted into rights to receive Columbia Financial (Newco) stock or cash under the Agreement and Plan of Merger.
How were Timothy C Harrison’s restricted stock units in NFBK treated in the merger?
Harrison’s 4,383 restricted stock units were converted under the Merger Agreement. Each unit became the right to receive 1.425 units that will be settled in cash based on the closing price of Newco common stock on the day the units vest.
Was Timothy C Harrison’s Form 4 for NFBK filed under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not marked as affirmatively adopted for these transactions. The dispositions are characterized as “disposition to issuer” events arising from the merger mechanics rather than open-market trades under a trading plan.
Did Timothy C Harrison retain any of the reported Northfield Bancorp positions after the merger transactions?
For each reported position, the post-transaction balance is 0 in the Form 4 tables. The 82,313 common shares and 4,383 restricted stock units were fully converted into rights to receive Newco stock or cash, as described in the merger footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
