Northfield Bancorp, Inc. (NFBK) CEO records equity disposals in Columbia merger
Rhea-AI Filing Summary
Northfield Bancorp, Inc. Chairman, President & CEO Steven M. Klein reported issuer dispositions of all his reported Northfield equity positions in connection with the merger into a Columbia Financial, Inc. Newco entity. On 2026-07-20, 40000.0000 stock options with a $16.8900 exercise price, covering 40000.0000 shares of common stock, were converted into options on Newco common stock under the merger exchange mechanics. In separate transactions, 464261.0000 common shares held directly, 66997.0900 shares held through a 401(k), and 59118.8800 shares held through an ESOP were converted into the right to receive, at the election of the holder, either 1.425 shares of Newco common stock or $14.25 in cash for each Northfield share. Following these transactions, the filing lists zero Northfield shares and options remaining for Klein.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 590,376.97 shares
Net Sell
4 txns
Insider
Klein Steven M
Role
Chairman, President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | 40,000 | -- | -- |
| Disposition | Common Stock F1 | 464,261 | -- | -- |
| Disposition | Common Stock F1 | 66,997.09 | -- | -- |
| Disposition | Common Stock F1 | 59,118.88 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By 401(k));
Common Stock — 0 shares (Indirect, By 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 outstanding and unexercised option immediately prior to the effective time of the merger, whether vested or unvested, was converted into an option exercisable for a total number of shares of Newco common stock equal to the total number of shares underlying the Northfield Bancorp, Inc. option multiplied by 1.425, rounded down to the nearest whole share, with an exercise price per share equal to the exercise price applicable to the underlying Northfield Bancorp, Inc. option divided by 1.425, rounded up to the nearest cent.
Key Figures
Stock options disposed: 40000.0000 options
Option exercise price: $16.8900 per share
Direct common shares converted: 464261.0000 shares
+4 more
7 metrics
Stock options disposed
40000.0000 options
Issuer disposition on 2026-07-20; Northfield options converted into Newco options
Option exercise price
$16.8900 per share
Exercise price of Northfield options converted into Newco options under merger
Direct common shares converted
464261.0000 shares
Northfield common stock held directly by Klein converted into merger consideration
401(k) shares converted
66997.0900 shares
Northfield common stock held indirectly through a 401(k) converted under merger terms
ESOP shares converted
59118.8800 shares
Northfield common stock held indirectly through an ESOP converted under merger terms
Share exchange ratio
1.425 shares
Each Northfield share could be exchanged for 1.425 Newco common shares
Cash election amount
$14.25 per share
Alternative cash consideration per Northfield share under the merger agreement
Key Terms
Agreement and Plan of Merger, effective time of the merger, exercise price per share, rounded down to the nearest whole share
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.
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 transactions did Steven M. Klein report for NFBK?
Steven M. Klein reported issuer dispositions of all his reported Northfield equity positions on 2026-07-20, including 40000.0000 stock options and multiple blocks of common stock held directly and through a 401(k) and ESOP, all tied to the Columbia Financial merger terms.
How were Northfield Bancorp (NFBK) stock options treated in the merger?
Each outstanding Northfield stock option, including Klein’s 40000.0000 options at $16.8900, was converted into an option for Newco common stock. The new option covers underlying shares multiplied by 1.425, with the exercise price divided by 1.425 and rounded to the nearest cent.
Does Klein’s NFBK Form 4 indicate a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is unchecked, and the footnotes describe the transactions as resulting from the merger mechanics, not from a pre-arranged trading plan, indicating the dispositions were driven by the Columbia Financial merger terms.
What is Klein’s reported Northfield Bancorp (NFBK) holding after these transactions?
After the merger-related issuer dispositions reported on 2026-07-20, the Form 4 shows 0.0000 Northfield common shares and stock options remaining for Steven M. Klein. His economic interest continues through rights to Newco stock or cash under the merger agreement.