Northfield Bancorp (NFBK) EVP uses share withholding to cover equity-award taxes

Rhea-AI Filing Summary

Northfield Bancorp, Inc. executive David Fasanella reported routine share withholdings to cover taxes tied to an equity award vesting. On January 24, 2026, 1,535 shares of Northfield common stock were withheld or sold at $11.89 per share, leaving 52,450 directly held shares. On January 26, 2026, a further 1,180 shares were withheld or sold at the same price, with direct holdings reported at 51,270 shares afterward. The filing notes these transactions were made to satisfy tax obligations related to the vesting of an equity award. Fasanella also reports indirect ownership of 4,000 shares in a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k) plan.

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^*

Fasanella David

(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

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		1,535(1)	D	$11.89	52,450	D
Common Stock	01/26/2026		F		1,180(1)	D	$11.89	51,270	D
Common Stock								4,000	I	Roth IRA
Common Stock								8,106.53(2)	I	ESOP
Common Stock								2,340.02(2)	I	401(k)

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, pursuant to Power of Attorney	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 Northfield Bancorp (NFBK) report for EVP David Fasanella?

EVP David Fasanella reported two tax-related transactions in Northfield Bancorp, Inc. common stock. On January 24, 2026, 1,535 shares were withheld or sold at $11.89 per share, and on January 26, 2026, 1,180 shares were withheld or sold at $11.89 per share. Both are reported as Code F transactions, which are associated with tax withholding on equity awards.

Why were shares of Northfield Bancorp (NFBK) involved in David Fasanellas Form 4 transactions?

The filing explains that the reported shares represent shares sold by the reporting person to satisfy tax obligations in connection with the vesting of an equity award. This indicates the activity was related to compensation and tax withholding rather than an open-market sale decision.

How many Northfield Bancorp (NFBK) shares does David Fasanella own after these transactions?

After the reported transactions, David Fasanella directly owns 51,270 shares of Northfield Bancorp, Inc. common stock. In addition, he reports indirect holdings of 4,000 shares in a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k) plan.

What is David Fasanellas role at Northfield Bancorp (NFBK)?

In the filing, the reporting person David Fasanella is identified as an officer of Northfield Bancorp, Inc. with the title EVP (Executive Vice President). He is not listed as a director or 10% owner in this report.

Were any derivative securities reported in this Northfield Bancorp (NFBK) Form 4?

The Form 4 includes a section for Derivative Securities, but no derivative transactions are reported. All reported positions and transactions relate to non-derivative common stock, including direct holdings and indirect holdings via retirement and employee plans.

How are Fasanellas indirect holdings in Northfield Bancorp (NFBK) structured?

Besides his directly held common shares, David Fasanella reports indirect ownership in three forms: 4,000 shares via a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k) plan, all referenced as indirect beneficial ownership.