Northfield Bancorp (NFBK) EVP equity converted in Columbia Financial merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. executive William R. Jacobs (EVP & PAO) reported dispositions tied to the merger with Columbia Financial. On July 20, 2026, he surrendered 64,947 directly held shares, 38,613.64 ESOP shares, 12,949.11 401(k) shares and 15,888 restricted stock units. Under the Merger Agreement, each share or unit converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash, leaving him with no remaining Northfield equity holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 116,509.75 shares
Net Sell
4 txns
Insider
Jacobs William R.
Role
EVP & PAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 15,888 | -- | -- |
| Disposition | Common Stock F1 | 64,947 | -- | -- |
| Disposition | Common Stock F1 | 38,613.64 | -- | -- |
| Disposition | Common Stock F1 | 12,949.11 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By ESOP);
Common Stock — 0 shares (Indirect, By 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 disposed: 64,947 shares
ESOP shares disposed: 38,613.64 shares
401(k) shares disposed: 12,949.11 shares
+3 more
6 metrics
Direct common shares disposed
64,947 shares
Common Stock directly held by William R. Jacobs, disposition to issuer on 2026-07-20
ESOP shares disposed
38,613.64 shares
Indirect Common Stock holding "By ESOP" disposed to issuer on 2026-07-20
401(k) shares disposed
12,949.11 shares
Indirect Common Stock holding "By 401(k)" disposed to issuer on 2026-07-20
Restricted stock units converted
15,888 units
Restricted Stock Units converted into cash-settled units under Merger Agreement
Stock consideration ratio
1.425 shares
Each Northfield share could convert into 1.425 shares of Newco common stock
Cash consideration per share
$14.25 per share
Alternative cash consideration for each Northfield common share under Merger Agreement
Key Terms
Agreement and Plan of Merger, restricted stock unit, ESOP, 401(k), +1 more
5 terms
Agreement and Plan of Merger financial
"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 ownership nature described as "By 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.
401(k) financial
"Common Stock, indirect ownership nature described as "By 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.
Merger Agreement financial
"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 insider transaction did Northfield Bancorp (NFBK) report for William R. Jacobs?
Northfield Bancorp (NFBK) reported that EVP & PAO William R. Jacobs disposed of all his Northfield equity interests. On July 20, 2026 he surrendered common shares and restricted stock units as part of the Columbia Financial merger, receiving only merger consideration rights instead of continuing share ownership.
How were William R. Jacobs’s Northfield Bancorp (NFBK) restricted stock units treated?
Each Northfield Bancorp (NFBK) restricted stock unit held by William R. Jacobs was converted into 1.425 units. These units will be settled in cash, based on the closing price of Newco common stock on the vesting date, instead of delivering Northfield common shares.
What happened to William R. Jacobs’s ESOP and 401(k) holdings in Northfield Bancorp (NFBK)?
Jacobs’s indirect holdings of 38,613.64 ESOP shares and 12,949.11 401(k) shares of Northfield Bancorp (NFBK) were disposed of to the issuer. Each share converted into merger consideration rights for Newco stock or cash, eliminating these Northfield positions.