# Columbia Financial, Inc. (CLBK) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_8dc67637e8c641e86b93 · retrieved 2026-08-11T16:12:01.636Z

## Overview
Columbia Financial, Inc. is a savings institution and bank holding company operating Columbia Bank, which provides retail and commercial banking services across New Jersey.

Columbia Financial, Inc. announced a proposed merger with Northfield Bancorp, Inc., pursuant to a merger agreement dated January 31, 2026. The transaction is structured in two steps: first, Columbia Bank will undergo a second-step conversion from mutual holding company to stock holding company form, with a new holding company formed to sell stock in a public offering and existing Columbia shareholders' shares exchanged for shares of the new holding company. Immediately following completion of the conversion and stock offering, the new holding company and Columbia Bank intend to acquire Northfield Bancorp and its subsidiary Northfield Bank. The combined organization is expected to have more than $18 billion in assets. Completion of the conversion, stock offering, and merger is subject to shareholder approvals, regulatory approvals, and other closing conditions, with expected completion in the third quarter of 2026.

## Terms
- Counterparty: Northfield Bancorp, Inc. · Deal value: $597.0M · Consideration: stock · Premium: 15.0% · Price/share: $14.45

## Key dates
- Announced 2026-02-02 · Expected close 2026-09-30 · Completed 2026-07-20

## Timeline
- 2026-02-02 · 425 (0001104659-26-008969): 425 - Columbia Financial, Inc. — *Columbia Financial, Inc. is a Delaware corporation and savings institution holding company that owns Columbia Bank, a federally-chartered savings association; it is currently 73.1% owned by Columbia Bank MHC, a mutual holding company.* Columbia Financial, Inc. (Delaware) entered into a merger agreement with Northfield Bancorp, Inc. on January 31, 2026, with a newly-formed Maryland holding company (Newco) and Columbia Bank MHC as parties. The transaction is structured as a two-step process: first, Columbia Bank MHC converts from mutual to stock form through a Plan of Conversion and Reorganization, with a subscription offering to depositors and the public; second, Northfield merges into the Newco holding company immediately following the conversion. Northfield shareholders will receive merger consideration at an election of either stock (1.425–1.465 shares of Newco common stock, depending on the final independent valuation) or cash ($14.25–$14.65 per share), with no more than 30% of Northfield shares converting to cash. The merger exchange ratio and per-share cash consideration are tiered based on the final independent valuation of the combined entity: if valuation is below $2.3 billion, 1.425 shares or $14.25 cash; if $2.3–$2.6 billion, 1.450 shares or $14.50 cash; if above $2.6 billion, 1.465 shares or $14.65 cash.
  https://www.sec.gov/Archives/edgar/data/1723596/0001104659-26-008969.txt
- 2026-02-03 · 425 (0001104659-26-009724): 425 - Columbia Financial, Inc. — *Columbia Financial, Inc. is a savings institution and bank holding company operating Columbia Bank, which provides retail and commercial banking services across New Jersey.* Columbia Financial, Inc. announced a proposed merger with Northfield Bancorp, Inc., pursuant to a merger agreement dated January 31, 2026. The transaction is structured in two steps: first, Columbia Bank will undergo a second-step conversion from mutual holding company to stock holding company form, with a new holding company formed to sell stock in a public offering and existing Columbia shareholders' shares exchanged for shares of the new holding company. Immediately following completion of the conversion and stock offering, the new holding company and Columbia Bank intend to acquire Northfield Bancorp and its subsidiary Northfield Bank. The combined organization is expected to have more than $18 billion in assets. Completion of the conversion, stock offering, and merger is subject to shareholder approvals, regulatory approvals, and other closing conditions, with expected completion in the third quarter of 2026.
  https://www.sec.gov/Archives/edgar/data/1723596/0001104659-26-009724.txt
- 2026-02-03 · 425 (0001104659-26-009723): 425 - Columbia Financial, Inc. — *Columbia Financial, Inc. is a Delaware-incorporated savings institution and bank holding company that operates Columbia Bank, a federally chartered savings bank with approximately $11 billion in assets and a presence across New Jersey, Brooklyn, and Staten Island.* Columbia Financial, Inc. announced a merger agreement with Northfield Bancorp, Inc. valued at approximately $597 million. Upon completion, Northfield Bank will merge into Columbia Bank, with Columbia Bank as the surviving entity. The transaction will consist of stock or cash consideration, with cash consideration to be paid for up to 30% of outstanding Northfield shares. The merger consideration per Northfield share will be based on Columbia's final valuation appraisal and is expected to range from $14.25 to $14.65 on a pro forma basis at closing. Simultaneously, Columbia is undertaking a second-step conversion to a fully public stock holding company form. The merger and second-step conversion are expected to close in early Q3 2026, subject to regulatory and shareholder approvals and customary closing conditions. The transaction is valued at 0.86 times Northfield's tangible book value, with anticipated 50% earnings accretion in 2027 and tangible book value dilution of 4.4% with a 1.8-year earn-back period.
  https://www.sec.gov/Archives/edgar/data/1723596/0001104659-26-009723.txt
- 2026-07-20 · 15-12G (0001193125-26-309130): 15-12G 15-12G
  https://www.sec.gov/Archives/edgar/data/1723596/000119312526309130/d279862d1512g.htm

## Citations
- 0001104659-26-008969 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008969
- 0001104659-26-009724 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926009724
- 0001104659-26-009723 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926009723
- 0001193125-26-309130 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526309130