# Northfield Bancorp, Inc. (NFBK) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_fd1c1e4cd080392f8e54 · retrieved 2026-08-11T15:50:51.250Z

## Overview
Northfield Bancorp, Inc. is a Delaware-incorporated savings institution and bank holding company with a wholly owned banking subsidiary, Northfield Bank.

On July 20, 2026, Northfield Bancorp, Inc. completed its merger with and into Columbia Financial, Inc., with Columbia Financial surviving. Pursuant to the Merger Agreement dated January 31, 2026, each share of Northfield Common Stock was converted into the right to receive, at the election of the holder, either $14.25 in cash or 1.425 shares of Columbia Financial Common Stock, or a combination thereof. Immediately following the merger, Northfield Bank merged with and into Columbia Bank, with Columbia Bank continuing as the surviving bank. Northfield Common Stock ceased trading on NASDAQ on July 20, 2026, and Columbia Financial, as successor, intends to file Form 15 to deregister Northfield's securities.

## Terms
- Counterparty: Columbia Financial, Inc. · Consideration: mixed · Price/share: $14.25

## Key dates
- Announced 2026-02-02 · Completed 2026-07-20

## Timeline
- 2026-02-02 · 425 (0001104659-26-008998): 425 - Northfield Bancorp, Inc. — *Northfield Bancorp, Inc. is a Delaware corporation and savings and loan holding company that owns Northfield Bank, a federal savings bank.* On January 31, 2026, Northfield Bancorp, Inc. entered into an Agreement and Plan of Merger with Columbia Financial, Inc. (Delaware), a newly-formed Maryland holding company (Newco), and Columbia Bank MHC. Concurrently, Columbia Bank will convert from mutual to stock form. At the Effective Time, immediately following the Conversion, Northfield will merge into Newco, with Newco as the surviving corporation. Each share of Northfield Common Stock will be converted, at the holder's election, into either Newco Common Stock or cash, with the exchange ratio and per-share cash consideration varying based on the Final Independent [redacted internal field]: (i) if less than $2.3 billion, 1.425 shares or $14.25 cash; (ii) if $2.3–$2.6 billion, 1.450 shares or $14.50 cash; or (iii) if greater than $2.6 billion, 1.465 shares or $14.65 cash. No more than 30% of outstanding Northfield shares may be converted to cash. Northfield's wholly-owned banking subsidiary will merge into Columbia Bank immediately following the Merger.
  https://www.sec.gov/Archives/edgar/data/1493225/0001104659-26-008998.txt
- 2026-07-20 · 25-NSE (0001354457-26-000710): 25-NSE
  https://www.sec.gov/Archives/edgar/data/1493225/000135445726000710/xslF25X02/primary_doc.xml
- 2026-07-22 · 8-K (0001193125-26-312412): 8-K - Northfield Bancorp, Inc. — *Northfield Bancorp, Inc. is a Delaware-incorporated savings institution and bank holding company with a wholly owned banking subsidiary, Northfield Bank.* On July 20, 2026, Northfield Bancorp, Inc. completed its merger with and into Columbia Financial, Inc., with Columbia Financial surviving. Pursuant to the Merger Agreement dated January 31, 2026, each share of Northfield Common Stock was converted into the right to receive, at the election of the holder, either $14.25 in cash or 1.425 shares of Columbia Financial Common Stock, or a combination thereof. Immediately following the merger, Northfield Bank merged with and into Columbia Bank, with Columbia Bank continuing as the surviving bank. Northfield Common Stock ceased trading on NASDAQ on July 20, 2026, and Columbia Financial, as successor, intends to file Form 15 to deregister Northfield's securities.
  https://www.sec.gov/Archives/edgar/data/1493225/0001193125-26-312412.txt

## Citations
- 0001104659-26-008998 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008998
- 0001354457-26-000710 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000135445726000710
- 0001193125-26-312412 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526312412