{"url_path":"/sec/nfbk/8-k/2026-07-22/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1493225/0001193125-26-312412-index.html","accession_number":"0001193125-26-312412","cik":"0001493225","ticker":"NFBK","issuer_name":"Northfield Bancorp, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1493225/0001193125-26-312412-index.html","primary_entity_key":"0001493225","primary_entity_name":"Northfield Bancorp, Inc."},"word_count":592,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nPursuant to the Merger Agreement, on the Closing Date, Northfield Bancorp merged with and into Columbia Financial (the “Merger”), with Columbia Financial continuing as the surviving corporation in the Merger. Immediately following the effective time of the Merger (the “Effective Time”), Northfield Bancorp’s wholly owned banking subsidiary, Northfield Bank, merged with and into Columbia Financial’s wholly owned banking subsidiary, Columbia Bank (the “Bank Merger”), with Columbia Bank continuing as the surviving bank in the Bank Merger.\n\nPursuant to the Merger Agreement, at the Effective Time, each share of common stock of Northfield (“Northfield Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of the holder and subject to the proration and allocation procedures set forth in the Merger Agreement, either $14.25 in cash or 1.425 shares of common stock (the “Merger Exchange Ratio”), par value $0.01 per share, of Columbia Financial (“Columbia Financial Common Stock”), or a combination thereof (the “Merger Consideration”). Each holder of Northfield Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Columbia Financial Common Stock (after taking into account all shares held by such holder) will instead receive cash in lieu of such fractional share in accordance with the terms of the Merger Agreement.\n\nUpon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding equity award with respect to Northfield Common Stock was treated as follows:\n\nRestricted Stock: Immediately prior to the Effective Time, each share of Northfield Common Stock subject to time-based vesting that was outstanding immediately prior to the Effective Time fully vested and was treated as an issued and outstanding share of Northfield Common Stock for purposes of the Merger Agreement.\n\nPerformance-Based Restricted Stock Units: Immediately prior to the Effective Time, each performance-vesting restricted stock unit award of Northfield Bancorp accelerated in full and fully vested, with any applicable performance-based vesting condition deemed achieved at the greater of the target level of performance or actual annualized performance measured as of the most recent completed fiscal quarter, and was treated as an issued and outstanding share of Northfield Common Stock for purposes of the Merger Agreement.\n\nStock Options: Each option to purchase Northfield Common Stock (each, a “Northfield Option”) that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into an option to purchase shares of Columbia Financial Common Stock, subject to the same terms and conditions as applied to the Northfield Option immediately prior to the Effective Time. The number of shares of Columbia Financial Common Stock subject to each assumed Northfield Option are equal to the number of shares of Northfield Common Stock subject to such Northfield Option immediately prior to the Effective Time, multiplied by the Merger Exchange Ratio, rounded down to the nearest whole share. The per share exercise price of each such Northfield Option was adjusted by dividing the per share exercise price of such Northfield Option by the Merger Exchange Ratio, rounded up to the nearest cent.\n\nThe foregoing description of the Merger, the Bank Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.\n\nThe information set forth in the Introduction is incorporated herein by reference into this Item 2.01."}