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.

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

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.