Northfield Bancorp, Inc. filings document the formal disclosures of a Delaware bank holding company whose common stock trades on Nasdaq under NFBK. Recent 8-K reports furnish earnings releases for Northfield Bank's operating results and financial condition, including net interest income, deposits, lending categories, credit-loss provisions, asset quality and dividend declarations.
The filing record also includes Regulation FD investor presentation materials, material definitive agreement disclosures, transaction-related communications, and governance reports on equity award grants, the 2019 Equity Incentive Plan and a management cash incentive plan. These documents cover capital structure, compensation arrangements, board and committee actions, and shareholder voting or corporate-transaction matters.
Northfield Bancorp, Inc. executive vice president David Fasanella reported an equity award and updated share holdings. On 02/04/2026, he was granted 7,533 shares of common stock at $13.69 per share, increasing his directly held common stock to 57,457 shares.
The filing also shows indirect ownership of 4,000 common shares through a Roth IRA, 8,106.53 shares through an ESOP and 2,340.02 shares through a 401(k). Footnotes state that these are restricted stock units that vest in three equal annual installments beginning one year after the grant date, each representing a right to cash equal to one share’s value.
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.
Northfield Bancorp, Inc. director Harrison Timothy C reported a stock-based award. On February 4, 2026, he acquired 4,383 shares of common stock at $13.69 per share, increasing his directly owned position to 86,696 shares.
The award consists of restricted stock units that vest one year from the grant date. Each unit represents a contingent right to receive cash equal to the value of one share of Northfield Bancorp common stock at settlement.
Columbia Financial and Northfield Bancorp plan a strategic merger tied to a corporate restructuring and stock offering. Columbia Bank will complete a “second-step” conversion to a fully public stock holding company, with existing Columbia shareholders exchanging their shares for stock in a new holding company that will sell shares in a public offering.
After the conversion and offering close, the new holding company and Columbia Bank intend to acquire Northfield Bancorp and Northfield Bank, creating a combined community bank with more than $18 billion in assets and an expanded footprint in New Jersey, Staten Island, and Brooklyn. Approvals from regulators, Columbia and Northfield shareholders, and mutual holding company members are required, and closing is currently expected in the third quarter of 2026, followed by full systems integration in the first quarter of 2027. The companies highlight potential customer, employee, and scale benefits but also list extensive forward‑looking risks, including regulatory, integration, market, and valuation uncertainties.
Columbia Financial and Northfield Bancorp plan a merger valued at about $597 million, or 0.86x Northfield’s tangible book value, alongside Columbia’s second-step conversion to a fully public holding company. The deal is targeted to close early in the third quarter of 2026, subject to regulatory and shareholder approvals.
Columbia expects roughly 50% earnings accretion in 2027, with tangible book value dilution of 4.4% and an earn-back period of about 1.8 years. Pro forma projections include about $200 million of earnings, a 1.06% return on average assets, and an efficiency ratio near 48%, reflecting anticipated cost and revenue benefits.
The combined franchise will add approximately $1.8 billion in New Jersey deposits and expand across more than 100 branches in New Jersey, Brooklyn, and Staten Island, positioning Columbia as a leading community bank in these markets. Management highlights conservative credit cultures at both banks, with pro forma commercial real estate to total capital of 211% and a detailed independent review producing an $81 million credit mark on Northfield’s loans, or 2.1% of loans.
Northfield Bancorp, Inc. reported that it issued a press release on February 2, 2026 announcing a strategic transaction and its earnings for the quarter and year ended December 31, 2025. The press release is provided as an exhibit to this report.
The company also declared a $0.13 per common share cash dividend, payable on February 25, 2026 to stockholders of record as of February 12, 2026.
Northfield Bancorp, Inc. agreed to merge with a new holding company for Columbia Financial, following Columbia Bank’s conversion to a fully public stock holding company. After the conversion, Northfield will merge into the holding company and Northfield Bank will merge into Columbia Bank.
Each Northfield share will be converted into either stock or cash, at the holder’s election, with consideration tied to the final independent valuation: from 1.425–1.465 holding company shares or $14.25–$14.65 in cash per share, with cash capped at 30% of outstanding shares. The combined board will include four Northfield directors, and Steven M. Klein will become Senior Executive Vice President and Chief Operating Officer.
Northfield entered settlement agreements under which key executives’ employment contracts will terminate at closing in exchange for lump-sum payments, including $5,740,307 for Mr. Klein and amounts between $1,131,597 and $1,495,734 for four other executives. The merger is subject to shareholder approvals, regulatory clearances without materially burdensome conditions, completion of the conversion, tax opinions, and includes termination fee provisions of up to $23,700,000.
Northfield Bancorp, Inc. agreed to merge with a new holding company for Columbia Financial, following Columbia Bank’s conversion to a fully public stock holding company. After the conversion, Northfield will merge into the holding company and Northfield Bank will merge into Columbia Bank.
Each Northfield share will be converted into either stock or cash, at the holder’s election, with consideration tied to the final independent valuation: from 1.425–1.465 holding company shares or $14.25–$14.65 in cash per share, with cash capped at 30% of outstanding shares. The combined board will include four Northfield directors, and Steven M. Klein will become Senior Executive Vice President and Chief Operating Officer.
Northfield entered settlement agreements under which key executives’ employment contracts will terminate at closing in exchange for lump-sum payments, including $5,740,307 for Mr. Klein and amounts between $1,131,597 and $1,495,734 for four other executives. The merger is subject to shareholder approvals, regulatory clearances without materially burdensome conditions, completion of the conversion, tax opinions, and includes termination fee provisions of up to $23,700,000.
Northfield Bancorp, Inc. agreed to be acquired by a new holding company formed by Columbia Financial, Inc. in a stock-and-cash merger tied to Columbia’s mutual-to-stock conversion. After Columbia Bank’s conversion, Northfield will merge into the new holding company and Northfield Bank will merge into Columbia Bank.
Each Northfield share can be exchanged for either stock or cash, with consideration based on an independent valuation of Columbia’s new holding company. Depending on that valuation, shareholders will receive between 1.425 and 1.465 holding company shares or between $14.25 and $14.65 in cash per Northfield share, subject to an overall 30% cash cap.
Northfield equity awards will vest or convert into holding company options, and four Northfield directors, including CEO Steven M. Klein, will join the new boards, with Klein becoming Senior Executive Vice President and Chief Operating Officer. The merger requires regulatory and shareholder approvals, completion of Columbia’s conversion, and includes reciprocal support agreements and termination fees of $23.7 million or $6 million in specified break-up scenarios.
Northfield Bancorp, Inc. agreed to be acquired by a new holding company formed by Columbia Financial, Inc. in a stock-and-cash merger tied to Columbia’s mutual-to-stock conversion. After Columbia Bank’s conversion, Northfield will merge into the new holding company and Northfield Bank will merge into Columbia Bank.
Each Northfield share can be exchanged for either stock or cash, with consideration based on an independent valuation of Columbia’s new holding company. Depending on that valuation, shareholders will receive between 1.425 and 1.465 holding company shares or between $14.25 and $14.65 in cash per Northfield share, subject to an overall 30% cash cap.
Northfield equity awards will vest or convert into holding company options, and four Northfield directors, including CEO Steven M. Klein, will join the new boards, with Klein becoming Senior Executive Vice President and Chief Operating Officer. The merger requires regulatory and shareholder approvals, completion of Columbia’s conversion, and includes reciprocal support agreements and termination fees of $23.7 million or $6 million in specified break-up scenarios.
Northfield Bancorp, Inc.'s Chairman, President & CEO Steven M. Klein reported share sales tied to tax withholding on equity compensation. On January 27, 2026, 2,187 shares of common stock were sold at $11.99 per share. On January 29, 2026, 1,125 shares were sold at $12.15 per share. A footnote states these shares were sold to satisfy tax obligations from exercising stock appreciation rights, indicating an administrative transaction rather than a typical investment sale. Following these transactions, Klein directly owned 473,993 common shares and held 40,000 stock options exercisable at $16.89 per share, expiring on November 1, 2027. He also had indirect common stock holdings of 55,459.19 shares through an ESOP and 65,806.61 shares through a 401(k) plan.
Northfield Bancorp, Inc. executive vice president David Fasanella reported small stock sales to cover taxes tied to equity compensation. On January 27, 2026, he disposed of 893 shares of common stock at $11.99 per share, and on January 29, 2026 he disposed of 453 shares at $12.15 per share. A footnote states these transactions represent shares sold to satisfy tax obligations from an exercise of stock appreciation rights.
After these transactions, Fasanella directly owned 49,924 common shares. He also indirectly held 4,000 shares through a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k), reflecting ongoing equity alignment with the company.