Northfield Bancorp (NFBK) director granted 4,383 restricted stock units tied to share value

Rhea-AI Filing Summary

Northfield Bancorp director Karen J. Kessler reported receiving an equity-based award linked to the company’s common stock. On 02/04/2026, she acquired 4,383 shares of common stock at $13.69 per share, bringing her directly held position to 69,237 shares.

Footnotes explain this grant is in the form of restricted stock units that vest one year from the grant date, each representing a right to receive cash equal to the value of one share of Northfield Bancorp common stock. She also indirectly holds 3,500 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

OMB Number:			3235-0287
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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^*

Kessler Karen J.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		A		4,383(1)(2)	A	$13.69	69,237	D
Common Stock								3,500	I	By 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. Award vests one year from the date of grant.

2. Each restricted stock unit represents a contingent right to receive cash equal to the value of one share of Issuer common stock.

Remarks:

	/s/ William R. Jacobs, pursuant to Power of Attorney	02/05/2026
	** 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 did Northfield Bancorp (NFBK) director Karen Kessler report on this Form 4?

Karen J. Kessler reported receiving 4,383 shares of Northfield Bancorp common stock on February 4, 2026. This equity-based award increased her directly held position to 69,237 shares, with additional indirect ownership of 3,500 shares through a 401(k) plan.

How many Northfield Bancorp (NFBK) shares did Karen Kessler acquire and at what price?

Karen Kessler acquired 4,383 shares of Northfield Bancorp common stock at $13.69 per share. The transaction is coded as an acquisition and reflects an equity-based award tied to the company’s stock value rather than an open-market purchase.

What is the vesting schedule for Karen Kessler’s new Northfield Bancorp (NFBK) award?

The award vests one year from the February 4, 2026 grant date. Until vesting, the restricted stock units represent a contingent right, not fully settled compensation, and are linked to the value of Northfield Bancorp common stock at that future time.

How are the restricted stock units in this Northfield Bancorp (NFBK) filing settled?

Each restricted stock unit represents a contingent right to receive cash equal to the value of one share of Northfield Bancorp common stock. This means settlement occurs in cash based on the share price, rather than delivering actual shares at vesting.

What is Karen Kessler’s total reported ownership in Northfield Bancorp (NFBK) after this transaction?

After the transaction, Karen Kessler beneficially owns 69,237 shares directly and 3,500 shares indirectly through a 401(k) plan. These positions reflect her reported holdings as a company director following the February 4, 2026 equity-based award.

Is the Northfield Bancorp (NFBK) transaction an open-market buy or an equity award?

The transaction is an equity-based award, not an open-market purchase. It is coded as an acquisition and described in footnotes as restricted stock units that vest after one year and pay cash equal to the value of Northfield Bancorp common stock.