Northfield Bancorp (NFBK) EVP sells shares to cover equity-award taxes

Rhea-AI Filing Summary

Northfield Bancorp, Inc. executive William R. Jacobs, EVP & PAO, reported share sales made to cover taxes from an equity award vesting. On January 24, 2026, he disposed of 1,618 shares of common stock at $11.89 per share, and on January 26, 2026, he disposed of another 1,245 shares at the same price. A footnote explains these transactions represent shares sold to satisfy tax obligations related to the vesting of an equity award, rather than a discretionary open-market sale.

After these transactions, Jacobs beneficially owned 70,490 shares of Northfield Bancorp common stock directly. He also held additional indirect interests of 12,718.99 shares through a 401(k) plan and 35,846.22 shares through an ESOP as of the dates shown.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jacobs William R.

(Last) (First) (Middle)

581 MAIN STREET

SUITE 810

(Street)

WOODBRIDGE NJ 07095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northfield Bancorp, Inc. [ NFBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & PAO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2026		F		1,618(1)	D	$11.89	71,735	D
Common Stock	01/26/2026		F		1,245(1)	D	$11.89	70,490	D
Common Stock								12,718.99(2)	I	By 401(k)
Common Stock								35,846.22(2)	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares sold by the Reporting Person to satisfy tax obligations in connection with the vesting of an equity award.

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ William R. Jacobs	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NFBK EVP William R. Jacobs report on this Form 4?

EVP & PAO William R. Jacobs reported two dispositions of Northfield Bancorp, Inc. (NFBK) common stock. On January 24, 2026, he disposed of 1,618 shares at $11.89 per share, and on January 26, 2026, he disposed of 1,245 shares at $11.89 per share.

Why were NFBK shares sold in William R. Jacobs Form 4 filing?

A footnote states that the reported dispositions represent shares sold by the Reporting Person to satisfy tax obligations in connection with the vesting of an equity award. This indicates the sales were driven by tax withholding needs related to compensation rather than a discretionary decision to reduce his overall exposure.

How many NFBK shares does William R. Jacobs own after the reported transactions?

Following the reported transactions, William R. Jacobs beneficially owned 70,490 shares of Northfield Bancorp common stock directly. In addition, he had indirect interests of 12,718.99 shares held through a 401(k) plan and 35,846.22 shares held through an ESOP as reflected in the filing.

What does transaction code "F" mean in this NFBK Form 4?

In this filing, the transactions are reported with code "F", which indicates shares were disposed of to pay tax obligations upon the vesting of an equity award. The accompanying footnote confirms that the reported shares were sold to satisfy tax obligations related to the vesting, not as ordinary open-market sales for investment purposes.

What roles does William R. Jacobs hold at Northfield Bancorp (NFBK)?

The reporting person, William R. Jacobs, is identified as an officer of Northfield Bancorp, Inc. with the title EVP & PAO on the Form 4. He is not listed as a director or 10% owner in this filing.

How are Jacobs' indirect NFBK share holdings structured?

The Form 4 shows indirect beneficial ownership of Northfield Bancorp common stock in two forms: 12,718.99 shares held by 401(k) and 35,846.22 shares held by ESOP. These are reported separately from his directly held 70,490 shares.