Columbia Financial, Inc. and Northfield Bancorp, Inc. Announce Mailing of Merger Consideration Election Materials and Deadline to Elect Preferred Form of Merger Consideration
FAIR LAWN, N.J. and WOODBRIDGE, N.J., June 11, 2026 (GLOBE NEWSWIRE) -- Columbia Financial, Inc. ("Columbia") (NASDAQ:CLBK), a Delaware corporation and the mid-tier holding company for Columbia Bank (the "Bank"), and Northfield Bancorp, Inc. ("Northfield") (NASDAQ:NFBK), the holding company for Northfield Bank, jointly announced today that Columbia has provided an election form and letter of transmittal (together with the related instructions, the "Election Materials") to the holders of Northfield common stock so that Northfield stockholders may elect to receive, upon the completion of the previously announced merger of the Holding Company and Northfield, either (i) shares of common stock of Columbia Financial, Inc., a newly formed Maryland corporation (the "Holding Company") that will become the holding company for the Bank following the completion of Columbia's pending second-step conversion transaction, (ii) cash, or (iii) a combination of both. The deadline for holders of Northfield common stock to elect their preferred form of merger consideration and to return their completed Election Materials is 5:00 p.m., Eastern time, on July 10, 2026.
On January 31, 2026, Columbia, the Holding Company, Columbia Bank MHC and Northfield entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Holding Company will acquire Northfield, subject to the satisfaction of various closing conditions, including the completion of the second-step conversion and the approval of the merger by the stockholders of both Columbia and Northfield. The completion of the second-step conversion is also subject to the satisfaction of various closing conditions, including the approval of the conversion by the depositors and certain borrowers of the Bank and the approval of the conversion by the stockholders of Columbia.
Under the terms of the Merger Agreement, at the effective time of the merger, each share of Northfield common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time will be converted, at the election of the holder, into the right to receive either shares of Holding Company common stock or cash, as follows: (i) if the appraised full conversion value of the Holding Company immediately prior to the completion of the pending second-step conversion (the "Appraised Full Conversion Value") is less than $2.3 billion, 1.425 shares of Holding Company common stock (the "Merger Exchange Ratio") or $14.25 in cash (the "Per Share Cash Consideration"); (ii) if the Appraised Full Conversion Value is equal to or greater than $2.3 billion and less than $2.6 billion, the Merger Exchange Ratio will be increased to 1.450 shares of Holding Company common stock and the Per Share Cash Consideration will be increased to $14.50; or (iii) if the Appraised Full Conversion Value is equal to or greater than $2.6 billion, the Merger Exchange Ratio will be increased to 1.465 shares of Holding Company common stock and the Per Share Cash Consideration will be increased to $14.65. As of the date hereof, the current Appraised Full Conversion Value of the Holding Company is $2.291 billion at the midpoint of the offering range for the second-step conversion offering.
Under the Merger Agreement, no more than 30% of the shares of Northfield common stock issued and outstanding as of the effective time of the merger will be converted into the aggregate cash consideration. The Election Materials set forth the proration and allocation procedures that will be undertaken by the Holding Company if the holders of more than 30% of the shares of Northfield common stock elect to receive cash consideration in the merger.
The calculation of the merger consideration and the procedures for electing stock or cash consideration are further described in the joint proxy statement/prospectus of Northfield and Columbia previously mailed to Northfield stockholders in connection with the special meeting of Northfield's stockholders to approve the merger. The Holding Company will not issue fractional shares in connection with the merger. Any fractional share into which shares of Northfield common stock would otherwise be converted will entitle the holder to receive a cash payment determined by multiplying the Per Share Cash Consideration by the fraction of the share of Northfield common stock that such holder would otherwise be entitled to receive under the Merger Agreement.
The Election Materials are separate from, and do not replace, the proxy materials mailed to Northfield stockholders on or about May 21, 2026 in connection with the special meeting of Northfield stockholders to be held on June 26, 2026.
About Columbia Financial, Inc.
Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank's mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 70 full-service banking offices and offers traditional financial services to consumers and businesses in its market area. For more information about Columbia Bank, please visit www.columbiabankonline.com.
About Northfield Bancorp, Inc.
Northfield Bancorp, Inc. is the parent holding company for Northfield Bank. Northfield Bank, founded in 1887, operates 37 full-service banking offices in Staten Island and Brooklyn, New York, and Hunterdon, Middlesex, Mercer, and Union counties, New Jersey. For more information about Northfield Bank, please visit www.eNorthfield.com.
Disclaimer and Caution About Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Columbia and Northfield, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project" and "intend," as well as words of similar meaning or other statements concerning opinions or judgment of Columbia or Northfield or their respective management about future events.
Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (ii) the possibility that the proposed transaction does not close when expected or at all because the required approval by Columbia's and/or Northfield's stockholders, or other approvals and the other conditions to closing, are not received or satisfied on a timely basis or at all; (iii) the outcome of any legal proceedings that may be instituted against Columbia or Northfield; (iv) the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Columbia and Northfield operate; (v) the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; (vi) Columbia's ability to successfully complete its second-step conversion; (vi) the possibility that the final independent appraisal of Columbia will differ from the preliminary independent appraisal of Columbia; (viii) the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; (ix) the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; (x) the diversion of management's attention from ongoing business operations and opportunities; (xi) potential adverse reactions of Columbia's or Northfield's customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (xii) a material adverse change in the financial condition of Columbia or Northfield; (xiii) changes in Columbia's or Northfield's share price before closing; (xiv) risks relating to the potential dilutive effect of shares of Columbia's common stock to be issued in the proposed transaction; (xv) general competitive, economic, political and market conditions, including the impact of any potential government shutdown; (xvi) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and (xvii) other factors that may affect future results of Columbia or Northfield, including, among others, changes in asset quality and credit risk; the imposition of tariffs and any retaliatory responses; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
These factors are not necessarily all of the factors that could cause Columbia's, Northfield's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Columbia's, Northfield's or the combined company's results.
Although each of Columbia and Northfield believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions based on its existing knowledge of its business and operations, there can be no assurance that actual results of Columbia or Northfield will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Columbia's most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently filed by Columbia with the Securities Exchange Commission (the "SEC"), and in Northfield's most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, and its other filings with the SEC and quarterly reports on Form 10-Q, and other documents subsequently filed by Northfield with the SEC. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Columbia, Northfield or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Columbia and Northfield urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by Columbia and Northfield. Forward-looking statements speak only as of the date they are made and Columbia and/or Northfield undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Important Additional Information About the Transaction and Where to Find It
The Holding Company has filed with the Securities and Exchange Commission (the "SEC") a prospectus of the Holding Company, and other relevant documents concerning the proposed second-step conversion. In addition, the Holding Company has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement/prospectus concerning the proposed second-step conversion and the merger.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF COLUMBIA AND NORTHFIELD ARE URGED TO READ THE FORM S-1 REGISTRATION STATEMENT AND THE FORM S-4 REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed second-step conversion or the proposed merger between the Holding Company and Northfield. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A copy of the Form S-1 Registration Statement and the Form S-4 Registration Statement, Joint Proxy Statement/Prospectus, as well as other filings containing information about Columbia and Northfield may be obtained, free of charge, at the SEC's website (http://www.sec.gov). You may also obtain these documents, free of charge, from Columbia by accessing Columbia's website at https://ir.columbiabankonline.com/financials/sec-filings/default.aspx or from Northfield by accessing Northfield's website at https://ir.enorthfield.com/financials/sec-filings/default.aspx. Copies of the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Columbia Investor Relations, 19-01 Route 208 North, Fair Lawn, New Jersey 07410, or by calling (833) 550-0717, or to Northfield by directing a request to Northfield Investor Relations, 581 Main Street, Suite 810, Woodbridge, New Jersey 07095 or by calling (732) 499-7200 x2519. The information on Columbia's or Northfield's respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
Columbia, Northfield and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Columbia and Northfield in connection with the proposed transaction. Information about the interests of the directors and executive officers of Columbia and Northfield and other persons who may be deemed to be participants in the solicitation of stockholders of Columbia and Northfield in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Joint Proxy Statement/Prospectus related to the proposed transaction.
