Northfield Bancorp (NFBK) CRO reports stock and RSU conversion in merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. executive Vickie Tomasello (EVP/Chief Risk Officer) reported merger-related dispositions of her equity awards. On 2026-07-20 she disposed of 9,070 shares of common stock held directly and 1,138.07 shares held indirectly through an ESOP, plus 12,966 restricted stock units. Under the Merger Agreement with Columbia Financial’s Newco, each common share was converted into the right to receive either 1.425 Newco shares or $14.25 in cash, and each restricted stock unit was converted into the right to receive 1.425 cash-settled units based on Newco’s closing price on the vesting date. Following these transactions, her reported holdings of these Northfield securities are zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 10,208.07 shares
Net Sell
3 txns
Insider
Tomasello Vickie
Role
EVP/Chief Risk Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 12,966 | -- | -- |
| Disposition | Common Stock F1 | 9,070 | -- | -- |
| Disposition | Common Stock F1 | 1,138.07 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, ESOP)
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: 9,070 shares
Indirect ESOP shares disposed: 1,138.07 shares
Restricted stock units converted: 12,966 units
+2 more
5 metrics
Direct common shares disposed
9,070 shares
Common Stock disposition reported on 2026-07-20, held directly by Tomasello
Indirect ESOP shares disposed
1,138.07 shares
Common Stock disposition on 2026-07-20 held indirectly through ESOP
Restricted stock units converted
12,966 units
Restricted Stock Units converted under Merger Agreement on 2026-07-20
Stock-for-stock exchange ratio
1.425 shares
Each Northfield common share convertible into 1.425 Newco shares at holder election
Cash election price per share
$14.25
Alternative cash consideration per Northfield common share under Merger Agreement
Key Terms
Agreement and Plan of Merger, restricted stock unit, Employee Stock Ownership Plan, effective time of the merger
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.
Employee Stock Ownership Plan financial
"1,138.0700 shares of Common Stock held indirectly through an ESOP"
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Northfield Bancorp (NFBK) report for Vickie Tomasello?
Northfield Bancorp reported that EVP/Chief Risk Officer Vickie Tomasello disposed of common stock and restricted stock units on 2026-07-20 in connection with a merger, leaving her with no reported Northfield common stock or RSU holdings after the transactions.
What happened to Tomasello’s restricted stock units in Northfield Bancorp (NFBK)?
She disposed of 12,966 Northfield restricted stock units. Under the Merger Agreement, each restricted stock unit was converted into the right to receive 1.425 cash-settled units based on the closing price of Newco common stock on the day the new units vest.
Does Tomasello still hold Northfield Bancorp (NFBK) common stock or RSUs after the merger transactions?
Following the reported transactions, Tomasello’s total reported holdings of Northfield common stock (direct and ESOP) and restricted stock units are 0. Her interests were converted into rights to receive Newco stock or cash pursuant to the Merger Agreement.