Northfield Bancorp director converts shares in merger
Northfield Bancorp director Rachana A. Kulkarni reported dispositions to the issuer on July 20, 2026, giving up 18,688 common shares and 4,383 restricted stock units.
Rhea-AI Filing Summary
Northfield Bancorp director Rachana A. Kulkarni reported dispositions to the issuer on July 20, 2026, giving up 18,688 common shares and 4,383 restricted stock units. Under a merger with Columbia Financial’s Newco, each share became the right to elect 1.425 Newco shares or $14.25 in cash, and each RSU converted into 1.425 cash-settled units based on Newco’s closing price at vesting. After these transactions, her reported direct holdings of Northfield common stock and RSUs were 0.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 23,071 shares
Disposition
2 txns
Insider
Kulkarni Rachana A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 18,688 | -- | -- |
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: 18,688 shares
Restricted stock units disposed: 4,383 RSUs
Stock-for-stock exchange ratio: 1.425 shares
+2 more
5 metrics
Common shares disposed
18,688 shares
Disposition to issuer on 2026-07-20 in connection with merger consideration
Restricted stock units disposed
4,383 RSUs
RSUs converted and surrendered on 2026-07-20 as part of merger treatment
Stock-for-stock exchange ratio
1.425 shares
Each Northfield common share could be exchanged for 1.425 Newco common shares
Cash election price per share
$14.25
Alternative cash consideration per Northfield common share under the merger agreement
RSU cash-settled units per RSU
1.425 units
Each restricted stock unit converted into 1.425 units settled in cash based on Newco’s closing price
Key Terms
Agreement and Plan of Merger, effective time of the merger, restricted stock unit
3 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.
effective time of the merger regulatory
"At the effective time of the merger between Northfield Bancorp, Inc. and Newco"
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
"Each restricted stock unit was converted into the right to receive 1.425 units"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Northfield Bancorp (NFBK) director Rachana A. Kulkarni report on this Form 4?
She reported disposing of 18,688 Northfield common shares and 4,383 restricted stock units on July 20, 2026, as these securities were surrendered to the issuer in connection with a merger and converted into merger consideration.
How were Northfield Bancorp (NFBK) restricted stock units treated in the merger?
Each restricted stock unit was converted into the right to receive 1.425 units that will be settled in cash, with the cash amount based on the closing price of Newco common stock on the day the units vest, according to the merger agreement footnote.
Does Rachana A. Kulkarni hold any Northfield Bancorp (NFBK) securities after these transactions?
After the reported dispositions, her total shares following transaction for both Northfield common stock and restricted stock units is shown as 0. This reflects the conversion of her Northfield equity positions into merger consideration and no remaining reported Northfield holdings.
AI-generated analysis. How Rhea-AI works. Not financial advice.
