Announcement • 6h
Columbia Financial, Inc. (NasdaqGS:CLBK) completed the acquisition of Northfield Bancorp, Inc. (NasdaqGS:NFBK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc, Dimensional Fund Advisors LP, Northfield Bank, Employee Stock Ownership Plan Trust and others.
Columbia Financial, Inc. (NasdaqGS:CLBK) entered into a definitive agreement to acquire Northfield Bancorp, Inc. (NasdaqGS:NFBK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc, Dimensional Fund Advisors LP, Northfield Bank, Employee Stock Ownership Plan Trust and others for approximately $600 million on January 31, 2026. Under the terms of the merger agreement, Northfield will merge into the Holding Company immediately following the completion of the second-step conversion. At the effective time of the merger, each outstanding share of Northfield common stock will be converted into the right to receive either shares of Holding Company common stock or cash, without interest, at the election of the holder, as follows: (i) if the final Independent Valuation is less than $2.3 billion, either 1.425 shares of Holding Company common stock or $14.25 in cash; (ii) if the Independent Valuation is equal to or greater than $2.3 billion and less than $2.6 billion, either 1.450 shares of Holding Company common stock or $14.50 in cash, or (iii) if the Independent Valuation is equal to or greater than $2.6 billion, 1.465 shares of Holding Company common stock or $14.65 in cash. Under the terms of the merger agreement, no more than 30% of the outstanding shares of Northfield common stock issued and outstanding as of the effective time of the merger may be converted into the cash consideration. The merger will only occur if the second-step conversion is completed. The Merger Agreement provides certain termination rights for both Columbia Financial and Northfield and further provides that a termination fee of $23.7 million will be payable by either Northfield or the Company, as applicable, following termination of the Merger Agreement under certain circumstances involving a third party.
Following the completion of the merger, Thomas J. Kemly will continue to serve as President and Chief Executive Officer, Dennis E. Gibney will continue to serve as First Senior Executive Vice President and Chief Banking Officer and Thomas F. Splaine, Jr. will continue to serve as Executive Vice President and Chief Financial Officer of the Holding Company and Columbia Bank. In addition, at the effective time of the merger, Steven M. Klein, Chairman, President and Chief Executive Officer of Northfield, will become Senior Executive Vice President and Chief Operating Officer of the Holding Company and Columbia Bank. Following the completion of the merger, the Board of Directors of the Holding Company and Columbia Bank will consist of the directors of Columbia and Columbia Bank as of the effective time of the merger, as well as four members of Northfield’s board of directors, including Steven M. Klein. As of June 23, 2026, Columbia Financial, Inc. announced that it had increased the size of its board of directors from nine to thirteen directors, effective upon the merger with Northfield Bancorp, Inc., and appointed current Northfield directors John P. Connors, Jr., Timothy C. Harrison, Steven M. Klein and Paul V. Stahlin as directors of the surviving corporation, subject to and effective upon completion of the merger. The company also approved corresponding appointments of the four directors to the board of Columbia Bank upon completion of the related bank merger.
The completion of the Merger is subject to customary conditions, including (1) approval of the Merger Agreement by the Company’s and Northfield’s stockholders and subject to third party approval (2) authorization for listing on NASDAQ of the shares of Holding Company Common Stock to be issued in the Merger, subject to official notice of issuance, (3) effectiveness of the Registration Statement on Form S-4 for Holding Company Common Stock to be issued in the Merger, (4) the receipt of specified governmental consents and approvals required for the Merger and the Bank Merger, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition, (5) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the Bank Merger or making the completion of the Merger or the Bank Merger illegal and (6) the consummation of the Conversion. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from counsel to the effect that the Merger, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The second-step conversion, the conversion offering and the merger are expected to be completed early in the third quarter of 2026. In connection with the announcement of the merger, Columbia also announced that its Board of Directors, together with the Boards of Directors of Columbia Bank MHC and the Bank, have unanimously adopted a plan of conversion and reorganization. As part of the second-step conversion, the Bank will become a wholly owned subsidiary of a new holding company formed in connection with the transaction. On May 11, 2026, the transaction have received conditional approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency. The special meeting of the shareholders of Northfield Bancorp will be held to approve the transaction on June 25, 2026. The merger is expected to result in approximately 50% earnings accretion in 2027, with a tangible book value dilution of 4.4% and an earn-back period of 1.8 years. On June 25, 2026, the transaction was approved by the shareholders of Northfield Bancorp, Inc.
Keefe, Bruyette & Woods, Inc. is serving as financial advisor, fairness opinion provider to Columbia, will receive a fee of $1 million for opinion rendered and $5 million towards advisory services. Keefe Bruyette & Woods, Inc. will also act as marketing agent for the subscription and community offerings and the lead left book-running manager for any firm commitment underwritten offering conducted by the Holding Company in connection with the second-step conversion. Raymond James & Associates, Inc. is serving as financial advisor and fairness opinion provider to Northfield, will receive a fee of $1 million for opinion rendered and $5.4 million towards advisory services. Christina M. Gattuso and Stephen F. Donahoe of Kilpatrick Townsend & Stockton LLP served as legal advisor to Columbia. Ned Quint, Scott Brown, Max Seltzer, and Gregory Sobczak of Luse Gorman, PC to Northfield. Broadridge Corporate Issuer Solutions, LLC acted aa transfer agent to Columbia Financial. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Columbia Financial, Inc and will receive a fee of $0.0075 million. Lioness Consulting LLC acted as proxy solicitor to Northfield Bancorp, Inc and will receive a fee of $0.01 million.
Columbia Financial, Inc. (NasdaqGS:CLBK) completed the acquisition of Northfield Bancorp, Inc. (NasdaqGS:NFBK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc, Dimensional Fund Advisors LP, Northfield Bank, Employee Stock Ownership Plan Trust and others on July 20, 2026.