Columbia Financial sets July 10 deadline for Northfield merger election

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Key Highlights

Columbia Financial and Northfield Bancorp announced that Northfield stockholders must elect their preferred form of merger consideration by 5:00 p.m. Eastern time on July 10, 2026. The consideration options include shares of Columbia Financial common stock, cash, or a combination, with specific exchange ratios and cash amounts contingent on the appraised full conversion value of the holding company. The merger is subject to various closing conditions, including the completion of Columbia's second-step conversion and stockholder approvals.

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Columbia Financial, Inc. and Northfield Bancorp, Inc. have established July 10, 2026, as the deadline for Northfield stockholders to elect their preferred form of merger consideration. The election materials, which include an election form and letter of transmittal, were provided to holders of Northfield common stock to facilitate their choice between receiving shares of Columbia Financial common stock, cash, or a combination of both upon the merger's completion. The deadline for submitting these materials is 5:00 p.m. Eastern time.

The merger consideration structure is contingent upon the appraised full conversion value of the holding company immediately prior to the completion of Columbia's pending second-step conversion. If the appraised value is less than $2.3 billion, each share of Northfield common stock will convert into 1.425 shares of Columbia Financial common stock or $14.25 in cash. Should the appraised value range between $2.3 billion and $2.6 billion, the exchange ratio increases to 1.450 shares and the cash consideration to $14.50. If the appraised value reaches or exceeds $2.6 billion, the exchange ratio rises to 1.465 shares and the cash consideration to $14.65. As of the announcement date, the current appraised full conversion value stands at $2.291 billion.

Provisions within the Merger Agreement limit the aggregate cash consideration to no more than 30% of the outstanding Northfield common stock at the effective time of the merger. Should stockholders elect to receive cash in excess of this cap, the holding company will implement proration and allocation procedures as detailed in the election materials. Fractional shares will not be issued; instead, holders will receive a cash payment based on the per share cash consideration multiplied by the fractional entitlement.

The transaction is governed by an Agreement and Plan of Merger entered into on January 31, 2026, among Columbia, the holding company, Columbia Bank MHC, and Northfield. The holding company is set to acquire Northfield, subject to the satisfaction of closing conditions. These conditions include the finalization of the second-step conversion, which requires approval from the depositors and certain borrowers of Columbia Bank, as well as approval from the stockholders of both Columbia and Northfield.

Merger Consideration Tiers

Appraised Full Conversion Value Merger Exchange Ratio (Shares) Per Share Cash Consideration ($)
Less than $2.3 billion 1.425 14.25
$2.3 billion to less than $2.6 billion 1.450 14.50
$2.6 billion or greater 1.465 14.65

The election materials are distinct from the proxy materials previously mailed to Northfield stockholders for the special meeting scheduled for June 26, 2026. Further details regarding the calculation of merger consideration and election procedures are available in the joint proxy statement/prospectus. Columbia Financial, Inc. is the mid-tier holding company for Columbia Bank, operating 70 full-service banking offices, while Northfield Bancorp, Inc. is the parent holding company for Northfield Bank, which operates 37 full-service banking offices across New York and New Jersey.

What factors could drive the appraised full conversion value above the $2.3 billion threshold before the merger closes?

How will the 30% cap on aggregate cash consideration impact investor behavior leading up to the July 10, 2026 deadline?

What are the anticipated regulatory hurdles for the second-step conversion required to finalize the transaction?

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