Northfield Bancorp (NFBK) director’s 267k shares converted in Columbia Financial merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director Frank P. Patafio reported the disposition to the issuer of 267,362 shares of common stock and 4,383 restricted stock units on July 20, 2026, leaving him with no reported Northfield common stock or RSUs following these transactions.
These dispositions occurred in connection with a merger under an Agreement and Plan of Merger dated January 31, 2026 with Columbia Financial, Inc. At the effective time, each Northfield common share was converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash. Each restricted stock unit was converted into the right to receive 1.425 cash-settled units based on Newco’s closing stock price on the vesting date.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 267,362 shares
Net Sell
2 txns
Insider
Patafio Frank P.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 267,362 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (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: 267,362 shares
Restricted stock units disposed: 4,383 units
Stock consideration ratio: 1.425 shares
+2 more
5 metrics
Common shares disposed
267,362 shares
Issuer disposition of Northfield Bancorp common stock by director on July 20, 2026
Restricted stock units disposed
4,383 units
Issuer disposition of restricted stock units with underlying Northfield common stock
Stock consideration ratio
1.425 shares
Newco common stock per Northfield Bancorp common share in the merger
Cash consideration per share
$14.25
Cash alternative per Northfield Bancorp common share in the merger
RSU conversion ratio
1.425 units
Cash-settled units received per restricted stock unit under the merger agreement
Key Terms
Agreement and Plan of Merger, restricted stock unit, effective time of the merger, cash settled
4 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
"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.
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.
cash settled financial
"1.425 units that will be settled in cash based on the closing price"
A contract described as cash settled is one where, at the end, one party pays the monetary difference in value rather than delivering the actual underlying asset. For investors this matters because it simplifies transactions (like settling a bet by paying the win amount instead of handing over a physical item), affects liquidity and timing of cash flows, and changes exposure to storage, delivery logistics and certain tax or counterparty considerations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Northfield Bancorp (NFBK) director Frank P. Patafio report?
Frank P. Patafio reported disposing of 267,362 shares of Northfield Bancorp common stock and 4,383 restricted stock units. These were issuer dispositions tied to the completion of a merger with Columbia Financial, converting his Northfield holdings into merger consideration.
What happened to Frank P. Patafio’s restricted stock units in Northfield Bancorp (NFBK)?
His 4,383 restricted stock units were disposed of to the issuer and, under the merger terms, each RSU was converted into 1.425 cash-settled units. Those units will be settled in cash using the closing price of Newco common stock on the vesting date.
Did Frank P. Patafio retain any Northfield Bancorp (NFBK) common stock after the merger-related transactions?
No. After the reported issuer disposition of 267,362 common shares, his reported holdings of Northfield Bancorp common stock were 0 shares. His economic interest shifted to the merger consideration in Newco stock or cash, as provided in the merger agreement.
What is the key consideration structure in the Northfield Bancorp (NFBK) merger with Columbia Financial?
For each Northfield share, holders became entitled to either 1.425 Newco common shares or $14.25 in cash. The choice was at each holder’s election, with the merger effective time triggering conversion of all issued and outstanding Northfield common shares.