Columbia Financial, Inc. commenced a firm commitment underwritten offering on July 7, 2026, to sell shares of common stock not subscribed for in its second-step conversion subscription offering to the general public at $10.00 per share. The company expects to sell between approximately $281 million and $769 million of its common stock in this offering. This follows the subscription offering and a subsequent resolicitation of maximum purchasers, which concluded on June 30, 2026, and generated approximately $1.1 billion, excluding shares to be issued to Columbia Bank’s employee stock ownership plan.

Underwritten Offering Details

The firm commitment underwritten offering is being managed by the following firms:

Closing Conditions

Completion of the second-step conversion remains subject to specific conditions. The company must receive all required final regulatory approvals, including the final independent appraisal. Additionally, the sale of at least 142,375,000 shares of common stock is required. This minimum includes shares that may be issued as merger consideration to stockholders of Northfield Bancorp, Inc.

Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey. It operates 70 full-service banking offices and offers traditional financial services to consumers and businesses. Columbia Financial, Inc. is organized as Columbia Bank’s mid-tier stock holding company and is a majority-owned subsidiary of Columbia Bank MHC.

Columbia Financial, Inc. received over 5,000 orders representing approximately $925 million in a subscription offering that expired on June 16, 2026, marking a significant step in the "second-step" conversion of Columbia Bank MHC from mutual to stock form. The preliminary results indicate strong demand for the shares as the mid-tier holding company progresses toward full stock ownership. To accommodate this interest, Columbia Financial announced an increase in the maximum purchase limits for the stock offering.

The maximum individual purchase limit has been raised from 300,000 shares ($3.0 million) to 800,000 shares ($8.0 million). Similarly, the maximum group purchase limit increased from 1,000,000 shares ($10.0 million) to 5,000,000 shares ($50.0 million). Only subscribers who ordered the maximum number of shares in the initial subscription offering will be resolicited and given the opportunity to purchase additional shares up to these new limits.

Supplemental stock order forms will be distributed to eligible subscribers. A properly completed original supplemental stock order form, accompanied by full payment of immediately available funds, must be received by Columbia Financial, Inc. by 2:00 p.m. Eastern time on June 30, 2026. All other eligible subscribers who submitted valid stock order forms in the subscription offering will have their stock orders filled in full.

Columbia Financial stated it does not currently intend to conduct a community offering. Instead, shares not subscribed for in the subscription offering will be offered for sale at the same price of $10.00 per share in a firm commitment underwritten offering. Keefe, Bruyette & Woods, Inc., A Stifel Company, will serve as the lead-left book running manager. Piper Sandler & Co. will act as co-book running manager, and Brean Capital, LLC will act as co-manager. Purchasers in the firm commitment underwritten offering are subject to the new purchase limitations.

Offering Details

Conditions to Completion

Completion of the offering remains subject to several conditions. These include approval of the plan of conversion and reorganization by current stockholders of Columbia and members of Columbia Bank MHC. The company must also receive all required final regulatory approvals, including an update of the independent appraisal. Additionally, the sale of at least 142,375,000 shares of common stock is required. This total includes up to 61,390,681 shares that may be issued as merger consideration to stockholders of Northfield Bancorp, Inc. at the adjusted minimum of the offering range.