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GlobeNewswire·

Columbia Financial, Inc. and Northfield Bancorp, Inc. Announce Plans to Merge

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  • Columbia Financial, Inc. announced a merger agreement to acquire Northfield Bancorp, Inc. in a transaction valued at approximately $597 million.
  • The combination will create the third-largest regional bank headquartered in New Jersey with pro forma total assets of $18 billion based on December 31, 2025 data.
  • Columbia will execute a "second-step" conversion to reorganize its mutual holding company structure into a fully public stock holding company.
  • The MHC will sell majority ownership shares to the public at $10.00 per share, while MHC-held shares (73.1% of outstanding) will be cancelled.
  • Depositors of Columbia Bank with qualifying deposits as of December 31, 2024, will have first priority non-transferable subscription rights for the new holding company stock.
  • Northfield shareholders may elect to receive either shares of the new Holding Company or cash, with specific exchange rates or cash amounts determined by an independent valuation tier.
  • The merger consideration tiers are: 1.425 shares or $14.25 cash if valuation is under $2.3 billion; 1.450 shares or $14.50 cash if valuation is between $2.3 billion and $2.6 billion; 1.465 shares or $14.65 cash if valuation is $2.6 billion or higher.
  • No more than 30% of Northfield's outstanding shares may be converted into cash consideration under the agreement.
  • Columbia anticipates the merger will be 50% accretive to its 2027 earnings per share based on a preliminary independent appraisal midpoint.
  • Thomas J. Kemly will remain President and CEO, while Steven M. Klein will join as Senior Executive Vice President and Chief Operating Officer.
  • The combined board will consist of Columbia directors plus four new directors from Northfield, including Klein.
  • The transaction is subject to regulatory approvals, stockholder approvals, and the successful completion of the second-step conversion.
  • Both companies' boards unanimously approved the merger agreement.
  • Completion of the conversion, offering, and merger is expected early in the third quarter of 2026.
  • Keefe, Bruyette & Woods, Inc. serves as financial advisor to Columbia, while Raymond James & Associates, Inc. serves as financial advisor to Northfield.