Northfield Bancorp (NFBK) director shifts shares into Columbia Financial merger terms
Rhea-AI Filing Summary
Northfield Bancorp, Inc. director Chapman Gil reported issuer dispositions dated July 20, 2026 that occurred pursuant to an Agreement and Plan of Merger with Columbia Financial. He disposed of 48,005 directly held common shares and additional indirectly held shares through IRAs, with each share converted into the right to receive either 1.425 shares of Newco common stock or $14.25 in cash at the holder’s election. A further 4,383 restricted stock units were converted into cash‑settled units tied to the closing price of Newco common stock on their vesting date, leaving no Northfield common stock or RSUs reported as held afterward.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 62,419 shares
Net Sell
4 txns
Insider
Chapman Gil
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 4,383 | -- | -- |
| Disposition | Common Stock F1 | 48,005 | -- | -- |
| Disposition | Common Stock F1 | 6,763 | -- | -- |
| Disposition | Common Stock F1 | 7,651 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Spouse's IRA 1);
Common Stock — 0 shares (Indirect, By IRA 1)
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: 48,005 shares
Indirect common shares by Spouse's IRA: 6,763 shares
Indirect common shares by IRA: 7,651 shares
+3 more
6 metrics
Direct common shares disposed
48,005 shares
Disposition to issuer on 2026-07-20 in merger conversion
Indirect common shares by Spouse's IRA
6,763 shares
Indirect disposition to issuer via Spouse's IRA 1 on 2026-07-20
Indirect common shares by IRA
7,651 shares
Indirect disposition to issuer via IRA 1 on 2026-07-20
Restricted stock units converted
4,383 units
RSUs converted into cash-settled Newco-based units under merger
Stock exchange ratio
1.425 shares
Each NFBK common share convertible into 1.425 Newco shares at election
Cash alternative per share
$14.25
Cash consideration alternative for each NFBK common share under merger
Key Terms
Agreement and Plan of Merger, restricted stock unit, disposition to issuer, cash-settled units, +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
"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.
disposition to issuer financial
"transaction code description: Disposition to issuer for these transactions"
cash-settled units financial
"converted into the right to receive 1.425 units that will be settled in cash..."
IRA financial
"Indirect ownership described as By IRA 1 and By Spouse's IRA 1"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions involving NFBK did director Chapman Gil report?
Director Chapman Gil reported dispositions to the issuer of 48,005 directly held Northfield Bancorp common shares, additional indirectly held shares through IRAs, and 4,383 restricted stock units, all in connection with a merger-related conversion into Newco stock or cash rights.
What happened to Chapman Gil’s restricted stock units in the NFBK merger?
Gil’s 4,383 Northfield Bancorp restricted stock units were converted into the right to receive 1.425 units each, which will be settled in cash based on the closing price of Newco common stock on the applicable vesting date, replacing the original NFBK equity awards.
Does Chapman Gil retain any Northfield Bancorp (NFBK) equity after these transactions?
The report shows 0 Northfield Bancorp common shares and 0 restricted stock units held by Chapman Gil after the merger-related dispositions, indicating his reported interests shifted from NFBK securities to rights in Newco stock or cash under the merger terms.
Were Chapman Gil’s NFBK transactions reported as direct or indirect holdings?
The disclosure lists direct ownership for 48,005 NFBK common shares and indirect ownership for additional shares held through an IRA and a spouse’s IRA, all treated as dispositions to the issuer under the merger conversion mechanics described in the footnotes.
Were Chapman Gil’s NFBK dispositions made under a Rule 10b5-1 trading plan?
The Rule 10b5‑1 plan checkbox for this insider report is not marked as affirmative, and the transactions are instead described as occurring pursuant to the merger agreement, which converted NFBK equity into Newco stock or cash rights at the effective time.