Northfield Bancorp (NFBK) Proxy filing summary

Executive summary

• Columbia Financial is converting from a mutual holding company to a fully public stock holding company, facilitating the acquisition of Northfield Bancorp by a newly formed Maryland corporation, Columbia Financial, Inc.

• The conversion and merger are structured to maintain public stockholders' proportional ownership and raise significant new capital through a stock offering.

• The merger agreement provides Northfield Bancorp stockholders with the option to receive either cash or Columbia Financial, Inc. stock, with proration to ensure no more than 30% of shares are exchanged for cash.

• The transaction is expected to close in the third quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Columbia Financial stockholders will vote on the conversion, merger, super-majority and 10% beneficial owner provisions, director elections, auditor ratification, say-on-pay, say-on-pay frequency, and potential adjournment.

• Northfield Bancorp stockholders will vote on the merger, merger-related executive compensation, and potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• Post-merger, Columbia Financial, Inc.'s board will expand to 13 members, including four from Northfield Bancorp.

• Steven M. Klein, Northfield's CEO, will become Senior Executive Vice President and COO of Columbia Financial, Inc.

• The board will be declassified over six years, moving to annual director elections by 2032.