Northfield Bancorp (NFBK) EVP converts holdings in Columbia Financial merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. executive vice president David Fasanella reported merger-related conversions of his equity interests as Northfield combined with Columbia Financial. Common shares recorded as Form 4 code D “dispositions to issuer” were converted into the right to receive either 1.425 Newco shares or $14.25 in cash per Northfield share under the merger terms.
The filing covers 46,019 directly held common shares and additional indirect holdings through a Roth IRA, ESOP and 401(k), plus 15,066 restricted stock units that were converted into cash-settled units tied to Newco’s closing share price on the vesting date. For each reported account, post-transaction Northfield holdings are shown as zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 69,513.62 shares
Net Sell
5 txns
Insider
Fasanella David
Role
EVP
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 15,066 | -- | -- |
| Disposition | Common Stock F1 | 46,019 | -- | -- |
| Disposition | Common Stock F1 | 11,500 | -- | -- |
| Disposition | Common Stock F1 | 9,611.95 | -- | -- |
| Disposition | Common Stock F1 | 2,382.67 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Roth IRA);
Common Stock — 0 shares (Indirect, ESOP);
Common Stock — 0 shares (Indirect, 401(k))
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 shares converted: 46019.0000 shares
Roth IRA shares converted: 11500.0000 shares
ESOP shares converted: 9611.9500 shares
+5 more
8 metrics
Direct common shares converted
46019.0000 shares
Directly held Northfield Bancorp common stock recorded as disposition to issuer in merger
Roth IRA shares converted
11500.0000 shares
Indirect Northfield common stock in Roth IRA converted under Merger Agreement
ESOP shares converted
9611.9500 shares
Indirect Northfield common stock held through ESOP converted in merger
401(k) shares converted
2382.6700 shares
Indirect Northfield common stock in 401(k) plan converted in merger
Restricted stock units converted
15066.0000 units
Northfield restricted stock units converted into cash-settled Newco-based units
Stock election ratio
1.425 shares
Each Northfield common share could be exchanged for 1.425 shares of Newco common stock
Cash election per share
$14.25
Alternative merger consideration of $14.25 in cash for each Northfield common share
RSU conversion ratio
1.425 units
Each Northfield restricted stock unit became 1.425 cash-settled units tied to Newco price
Key Terms
Agreement and Plan of Merger, restricted stock unit, ESOP, Roth 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
"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.
ESOP financial
"Common Stock ... indirect ... nature_of_ownership: ESOP"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
Roth IRA financial
"Common Stock ... indirect ... nature_of_ownership: Roth IRA"
A Roth IRA is a retirement savings account you fund with money that’s already been taxed, and withdrawals taken in retirement under the account rules are tax-free. It matters to investors because it shifts the tax bill to today instead of retirement, potentially increasing after-tax income later—think of it like paying for a lifetime subscription now so you can use it without extra charges in the future—helpful for long-term tax planning and flexibility.
401(k) financial
"Common Stock ... indirect ... nature_of_ownership: 401(k)"
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Northfield Bancorp (NFBK) EVP David Fasanella report on this Form 4?
EVP David Fasanella reported merger-related dispositions of all reported Northfield Bancorp equity holdings. His common shares and restricted stock units were converted into rights to receive Columbia Financial (Newco) stock or cash under the merger Agreement and Plan of Merger.
How were David Fasanella’s Northfield Bancorp restricted stock units treated in the merger?
Each of David Fasanella’s 15,066 restricted stock units was converted into the right to receive 1.425 cash-settled units. These replacement units will be settled in cash based on the closing price of Newco common stock on the applicable vesting date.
Does David Fasanella retain any Northfield Bancorp (NFBK) securities after these transactions?
For each reported security and account, the Form 4 lists 0.0000 Northfield shares or units following the merger-related dispositions. The filing therefore shows no remaining Northfield common stock or restricted stock units in the reported direct, Roth IRA, ESOP, or 401(k) positions.
Were these NFBK Form 4 transactions open-market sales by David Fasanella?
No. The transactions are coded as “Disposition to issuer” (code D) and footnotes state they occurred pursuant to the Merger Agreement with Columbia Financial. They reflect automatic conversion of Northfield securities into merger consideration, not discretionary market trades.