Columbia Financial, Inc. and Northfield Bancorp, Inc. Announce Mailing of Merger Consideration Election Materials and Deadline to Elect Preferred Form of Merger Consideration

Columbia Financial, Inc. has announced the mailing of merger consideration election materials to stockholders of Northfield Bancorp, Inc. as part of its planned acquisition of the company. The deal, which is set to finalize following the completion of various closing conditions, allows Northfield stockholders to choose their preferred form of merger consideration, including shares of common stock, cash, or a combination of both. The deadline for stockholders to submit their election is set for July 10, 2026.

Columbia Financial, headquartered in Fair Lawn, New Jersey, is the mid-tier holding company for Columbia Bank, which operates 70 full-service banking offices across its market area. The acquisition of Northfield Bancorp, which serves communities in Staten Island and Brooklyn, New York, as well as several counties in New Jersey, represents a strategic move for Columbia to expand its footprint and enhance its service offerings. Northfield Bank, established in 1887, has a strong presence in its regions, operating 37 full-service banking offices.

The merger agreement stipulates that holders of Northfield common stock will have the option to receive either shares of Columbia's common stock or cash based on the appraised full conversion value of the newly formed holding company. The consideration will vary depending on the valuation, with set ratios and cash amounts determined by the appraised value at the time of the merger. This structure provides flexibility for Northfield stockholders, enabling them to make an informed decision based on their financial preferences.

The merger is subject to approval from the stockholders of both companies and the completion of Columbia's pending second-step conversion transaction. The current appraised full conversion value stands at approximately $2.291 billion, positioning the deal within a competitive range that may influence stockholder decisions regarding their preferred form of compensation. The merger also includes provisions to manage the allocation of cash consideration, ensuring that no more than 30% of Northfield's outstanding shares will convert to cash.

This acquisition reflects ongoing consolidation trends within the banking sector, particularly among regional banks seeking to bolster their market share and operational efficiencies. As financial institutions navigate a landscape marked by evolving consumer preferences and regulatory changes, strategic mergers and acquisitions are likely to become increasingly common. The successful completion of this merger could signal a shift in competitive dynamics within the markets served by both Columbia and Northfield, potentially leading to enhanced service offerings and increased market penetration.