Northfield Bancorp, Inc. (NFBK) director converts shares in Columbia merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director John P. Connors Jr. reported merger-related dispositions of all reported Northfield equity holdings. On July 20, 2026, he disposed to the issuer of 168,569 directly held common shares and additional common shares held indirectly through two IRAs and a spouse's IRA, as well as 4,383 restricted stock units. Under an Agreement and Plan of Merger involving Columbia Financial, Inc., each Northfield share was converted into the right to receive either 1.425 Newco shares or $14.25 in cash, and each restricted stock unit was converted into cash-settled units based on Newco’s share price at vesting. The filing indicates these exchanges were not made under a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 209,632 shares
Net Sell
5 txns
Insider
Connors John P Jr
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 168,569 | -- | -- |
| Disposition | Common Stock F1 | 33,181 | -- | -- |
| Disposition | Common Stock F1 | 7,041 | -- | -- |
| Disposition | Common Stock F1 | 841 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By IRA 2);
Common Stock — 0 shares (Indirect, By IRA 1);
Common Stock — 0 shares (Indirect, By Spouse's 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
Direct common stock disposed: 168,569 shares
RSUs converted: 4,383 units
Stock election ratio: 1.425 shares
+2 more
5 metrics
Direct common stock disposed
168,569 shares
Shares of Northfield Bancorp, Inc. common stock disposed to issuer on 2026-07-20
RSUs converted
4,383 units
Restricted stock units converted into cash-settled units under the Merger Agreement
Stock election ratio
1.425 shares
Each Northfield common share became the right to receive 1.425 Newco shares
Cash election amount
$14.25 per share
Alternative cash consideration per Northfield share under the merger terms
Indirect holdings affected
3 IRA accounts
Common stock held via IRA 1, IRA 2 and spouse’s IRA treated as dispositions
Key Terms
Agreement and Plan of Merger, restricted stock unit, Disposition to issuer, IRA, +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 D is described as Disposition to issuer for these entries"
IRA financial
"Common Stock held indirectly By IRA 1, By IRA 2 and By Spouse's 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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Northfield Bancorp (NFBK) director John P. Connors Jr. report in this Form 4?
Director John P. Connors Jr. reported merger-related dispositions of his reported Northfield equity. He disposed of common stock and 4,383 restricted stock units, which were converted into rights to receive Columbia Financial (Newco) stock or cash under the merger terms.
What happened to John P. Connors Jr.’s restricted stock units in Northfield Bancorp (NFBK)?
His 4,383 Northfield restricted stock units were disposed of and, under the Merger Agreement, each unit was converted into the right to receive 1.425 cash-settled units. These will be paid based on the closing price of Newco common stock on the vesting date.
Were the NFBK insider transactions by Connors made under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5-1 checkbox is not marked, and there is no footnote stating the trades were pursuant to a Rule 10b5-1 plan. The transactions are described instead as occurring pursuant to the Merger Agreement with Columbia Financial.
Does this NFBK Form 4 indicate open-market sales by John P. Connors Jr.?
The transactions are coded as “Disposition to issuer” and described in footnotes as conversions under a merger. They reflect exchange of Northfield shares and units for merger consideration, not open-market purchases or sales at a stated per-share trading price.