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Northfield Bancorp (NFBK) director reports 54,354 shares converted in merger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Northfield Bancorp, Inc. director Paul Stahlin reported merger-related dispositions of his equity holdings. On July 20, 2026, 54,354 shares of Northfield common stock were disposed to the issuer and converted into the right to receive, at the holder’s election, either 1.425 shares of Newco common stock or $14.25 in cash under the Merger Agreement. On the same date, 4,383 restricted stock units were converted into the right to receive 1.425 cash-settled units per RSU, based on the closing price of Newco common stock on the applicable vesting date. After these transactions, he reported no remaining Northfield common stock holdings.

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  • None.

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Insider Stahlin Paul
Role Director
Type Security Shares Price Value
Disposition Restricted Stock Units F2 4,383 -- --
Disposition Common Stock F1 54,354 -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (2)
  1. 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.
  2. 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.
Common stock disposed 54,354 shares Shares of Northfield Bancorp, Inc. common stock disposed to issuer on July 20, 2026 under merger terms
Restricted stock units converted 4,383 units RSUs converted into 1.425 cash-settled units per RSU under the Merger Agreement
Share-for-share exchange ratio 1.425 shares Each Northfield common share became the right to receive 1.425 Newco shares or cash
Cash consideration per share $14.25 Alternative cash amount available per Northfield share under the Merger Agreement
Holdings after transactions 0 shares Reported Northfield Bancorp, Inc. common stock holdings following the July 20, 2026 transactions
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 into the right"
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.
disposition to issuer financial
"Transaction code description shows a disposition to issuer for common stock and RSUs"
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.

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FAQ

What insider transaction did Northfield Bancorp (NFBK) director Paul Stahlin report?

Paul Stahlin reported disposing of 54,354 common shares and 4,383 restricted stock units in connection with the Columbia Financial merger. The Northfield shares and RSUs were converted into rights to receive Newco stock or cash under the merger terms.

How many Northfield Bancorp (NFBK) common shares were affected in this Form 4?

The Form 4 shows 54,354 shares of Northfield common stock were disposed to the issuer. Each share was converted into the right to receive either 1.425 Newco shares or $14.25 in cash pursuant to the merger with Columbia Financial.

What were the merger consideration terms for Northfield Bancorp (NFBK) shareholders?

Under the Merger Agreement, each Northfield share became the right to receive either 1.425 Newco shares or $14.25 in cash, at the election of the holder. These terms applied at the effective time of the merger with Columbia Financial.

How were Northfield Bancorp (NFBK) restricted stock units treated in the merger?

Each restricted stock unit was converted into 1.425 units settled in cash, with value based on Newco’s closing share price on the vesting date. Stahlin’s 4,383 RSUs were converted on this basis under the Merger Agreement.

What are Paul Stahlin’s reported Northfield Bancorp (NFBK) holdings after these transactions?

After the reported transactions, Stahlin’s reported holdings of Northfield common stock were 0 shares. The Form 4 also shows no remaining Northfield restricted stock units, reflecting the merger-related conversions and dispositions.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
X
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*
Stahlin Paul

(Last)(First)(Middle)
581 MAIN STREET, SUITE 810

(Street)
WOODBRIDGE NEW JERSEY 07095

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Northfield Bancorp, Inc. [ NFBK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/20/2026D54,354D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)07/20/2026D4,383 (2) (2)Common Stock4,383(2)0D
Explanation of Responses:
1. 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.
2. 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.
Remarks:
/s/ William R. Jacobs, pursuant to Power of Attorney07/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)