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

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  • Columbia Financial, Inc. and Northfield Bancorp, Inc. jointly announced that Northfield stockholders may elect to receive shares of the newly formed Holding Company, cash, or a combination of both upon the completion of the merger.
  • The deadline for Northfield stockholders to return completed Election Materials and select their preferred form of consideration is 5:00 p.m. Eastern time on July 10, 2026.
  • The merger consideration is determined by the Appraised Full Conversion Value of the Holding Company, with three tiers based on valuation thresholds.
  • If the Appraised Full Conversion Value is less than $2.3 billion, the exchange ratio is 1.425 shares of Holding Company common stock or $14.25 in cash per Northfield share.
  • If the Appraised Full Conversion Value is between $2.3 billion and $2.6 billion, the exchange ratio increases to 1.450 shares or $14.50 in cash per Northfield share.
  • If the Appraised Full Conversion Value is $2.6 billion or higher, the exchange ratio increases to 1.465 shares or $14.65 in cash per Northfield share.
  • As of June 11, 2026, the current Appraised Full Conversion Value is $2.291 billion, which falls within the first tier.
  • No more than 30% of Northfield shares can be converted into aggregate cash consideration; excess cash elections will be subject to proration.
  • The Holding Company will not issue fractional shares; holders of fractional shares will receive a cash payment based on the applicable Per Share Cash Consideration.
  • The Election Materials are separate from the proxy materials mailed to stockholders regarding the special meeting scheduled for June 26, 2026.
  • The merger is subject to closing conditions, including stockholder approvals, depositor and borrower approvals for the second-step conversion, and the completion of the pending conversion transaction.