Merger shifts Northfield Bancorp (NFBK) director’s stock into Columbia
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director Karen J. Kessler reported disposing of 64,854 shares of common stock held directly and 3,500 shares held through a 401(k). At the merger’s effective time, each share was converted into the right to receive, at the holder’s election, either 1.425 shares of Columbia Financial, Inc. (Newco) common stock or $14.25 in cash per Northfield share.
She also reported disposing of 4,383 restricted stock units, which, under the Merger Agreement, were converted into the right to receive 1.425 units per RSU, to be settled in cash based on Newco’s closing stock price on the vesting date. After these transactions, no Northfield shares or restricted stock units are reported as held.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 68,354 shares
Net Sell
3 txns
Insider
Kessler Karen J.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 64,854 | -- | -- |
| Disposition | Common Stock F1 | 3,500 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
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 stock disposed: 64854.0000 shares
Indirect 401(k) shares disposed: 3500.0000 shares
Restricted stock units converted: 4383.0000 units
+3 more
6 metrics
Direct common stock disposed
64854.0000 shares
Northfield Bancorp common stock converted into merger consideration
Indirect 401(k) shares disposed
3500.0000 shares
Northfield common stock held by 401(k) converted under merger terms
Restricted stock units converted
4383.0000 units
Northfield RSUs converted into cash-settled units tied to Newco stock
Stock election exchange ratio
1.425 shares
Newco common stock per Northfield share, at holder’s election
Cash election per share
$14.25 per share
Cash consideration alternative for each Northfield common share
RSU cash-settled ratio
1.425 units per RSU
Units settled in cash based on Newco closing price at vesting
Key Terms
Agreement and Plan of Merger, restricted stock unit, effective time of the merger, 401(k), +1 more
5 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
"Pursuant to the Merger Agreement, each restricted stock unit was converted"
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.
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.
401(k) financial
"Common Stock transaction with nature_of_ownership noted 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 regulatory
"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 activity did Northfield Bancorp (NFBK) director Karen J. Kessler report?
Karen J. Kessler reported disposing of all reported Northfield Bancorp equity awards in connection with its merger with Columbia Financial, Inc. Her common shares and restricted stock units were converted into rights to receive either Newco stock, cash, or cash-settled units under the Merger Agreement terms.
What happened to Karen Kessler’s restricted stock units in Northfield Bancorp (NFBK)?
Kessler reported a disposition of 4,383 restricted stock units. Under the Merger Agreement, each RSU was converted into the right to receive 1.425 cash-settled units per RSU, with payment based on the closing price of Newco common stock on the day the units vest.
Does this Northfield Bancorp (NFBK) Form 4 indicate use of a Rule 10b5-1 trading plan?
The Form 4 does not indicate that these transactions were made under a Rule 10b5-1 trading plan. The document’s 10b5-1 checkbox is not marked, and the footnotes describe merger-related conversions rather than pre-arranged trading activity in the open market.