Northfield Bancorp merges with Columbia Financial: 1.425-1.465x stock or $14.25-$14.65 cash per share

Northfield Bancorp, Inc.

NFBK shareholders elect stock (1.425-1.465 shares of new holding co.) or cash ($14.25-$14.65) per share, based on independent valuation.
Merger follows Columbia Financial's mutual-to-stock conversion; requires regulatory approvals, stockholder votes, and S-4 effectiveness.
Termination fee of $23.7M payable by either party in certain circumstances; Columbia also may pay $6M fee under specific conditions.
Five executives receive lump-sum payments totaling ~$11.1M (CEO Klein $5.74M); Klein to become Sr EVP/COO of combined entity and board member.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Northfield Bancorp, Inc. entered into Agreement and Plan of Merger with Columbia Financial, Inc., a Delaware corporation, Columbia Financial, Inc., a newly-formed Maryland corporation (the Holding Company), and Columbia Bank MHC (effective 2026-01-31).

Action: entry
Agreement: merger
Counterparty: Columbia Financial, Inc., a Delaware corporation, Columbia Financial, Inc., a newly-formed Maryland corporation (the Holding Company), and Columbia Bank MHC
Effective: 2026-01-31

Exact text from the filing

On January 31, 2026, Northfield Bancorp, Inc., a Delaware corporation (“ Northfield ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Columbia Financial, Inc., a Delaware corporation (“ Columbia Financial ”), Columbia Financial, Inc., a newly-formed Maryland corporation (the “ Holding Company ”), and Columbia Bank MHC, the parent mutual holding company of Columbia Financial (the “ MHC ”).

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295 material agreements filed in the last 30 days. Browse all material agreements →

Northfield Bancorp, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-008996

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