Merger swaps Northfield Bancorp (NFBK) shares for Newco stock or $14.25
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director Annette Catino reported dispositions tied to the closing of its merger with Columbia Financial. At the effective time, 229,988 directly held common shares, plus 37,460 shares held in a SEP and 21,000 shares held in an IRA, were converted into the right to elect either 1.425 shares of Columbia Financial Newco common stock or $14.25 in cash per Northfield share. In addition, 4,383 restricted stock units were converted into the right to receive 1.425 cash-settled units each, valued using the closing price of Newco common stock on the vesting date. Following these transactions, Catino reported no remaining Northfield common stock or restricted stock unit holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 288,448 shares
Net Sell
4 txns
Insider
CATINO ANNETTE
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 229,988 | -- | -- |
| Disposition | Common Stock F1 | 37,460 | -- | -- |
| Disposition | Common Stock F1 | 21,000 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By SEP);
Common Stock — 0 shares (Indirect, By IRA)
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
Merger stock-for-stock ratio: 1.425 shares
Merger cash election price: $14.25
Common shares disposed (direct): 229,988 shares
+3 more
6 metrics
Merger stock-for-stock ratio
1.425 shares
Each Northfield Bancorp common share could be exchanged for 1.425 Newco common shares
Merger cash election price
$14.25
Alternative cash consideration per Northfield Bancorp common share under the merger agreement
Common shares disposed (direct)
229,988 shares
Directly held Northfield Bancorp common shares converted into merger consideration for Annette Catino
Common shares disposed (SEP)
37,460 shares
Shares held indirectly by SEP converted into merger consideration
Common shares disposed (IRA)
21,000 shares
Shares held indirectly by IRA converted into merger consideration
RSUs converted
4,383 units
Restricted stock units converted into 1.425 cash-settled units each based on Newco’s closing price at vesting
Key Terms
Agreement and Plan of Merger, effective time of the merger, restricted stock unit, SEP, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of January 31, 2026, by and among"
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.
effective time of the merger regulatory
"at the effective time of the merger between Northfield Bancorp, Inc, and Newco, each"
The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.
restricted stock unit financial
"Pursuant to the Merger Agreement, each restricted stock unit was converted into the right"
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.
SEP financial
""Common Stock" transaction with indirect ownership nature described as "By SEP""
IRA financial
""Common Stock" transaction with indirect ownership nature described as "By IRA""
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did the Form 4 for Northfield Bancorp (NFBK) director Annette Catino report?
It reported dispositions tied to a merger, where Annette Catino’s Northfield Bancorp common shares and restricted stock units were converted into rights to receive either Newco stock or cash under the Columbia Financial merger terms.
What happened to Annette Catino’s Northfield Bancorp (NFBK) restricted stock units?
Her 4,383 restricted stock units were converted into the right to receive 1.425 cash-settled units each, with payment based on the closing price of Columbia Financial Newco common stock on the day the converted units vest.
Does Annette Catino still hold Northfield Bancorp (NFBK) stock after the merger?
Following the merger-related dispositions, Annette Catino reported 0 shares of Northfield Bancorp common stock directly or indirectly, and 0 restricted stock units, meaning no remaining reported Northfield equity holdings.
Were Annette Catino’s NFBK transactions reported under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox was not marked as affirmatively adopted, so the reported merger-related conversions were not identified in the form as being executed under a Rule 10b5-1 trading plan.