Northfield Bancorp, Inc.

DEFM14A 1 d73323ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material pursuant to §240.14a-12 NORTHFIELD BANCORP, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents PROSPECTUS OF COLUMBIA FINANCIAL, INC. (A MARYLAND CORPORATION) JOINT PROXY STATEMENT OF COLUMBIA FINANCIAL, INC. (A DELAWARE CORPORATION) AND NORTHFIELD BANCORP, INC. PROXY VOTE — YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Columbia Financial, Inc., a Delaware corporation (“Columbia Financial”), and Northfield Bancorp, Inc., a Delaware corporation (“Northfield Bancorp”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to, among other matters, (i) the proposed conversion of Columbia Financial from the partially public mutual holding company form of organization to the fully public stock holding company structure (the “Conversion”) and (ii) the proposed acquisition of Northfield Bancorp by Columbia Financial, Inc., a newly formed Maryland corporation (“Columbia Financial, Inc.”) that will become the parent holding company of Columbia Bank upon the completion of the Conversion. We are requesting that you take certain actions as a holder of Columbia Financial common stock or a holder of Northfield Bancorp common stock. Columbia Financial is converting from the mutual holding company structure to the fully public ownership structure. Currently, Columbia Bank is a wholly owned subsidiary of Columbia Financial, and Columbia Bank MHC owns 73.1% of Columbia Financial’s common stock. The remaining 26.9% of Columbia Financial’s common stock is owned by public stockholders. As a result of the Conversion, Columbia Bank’s newly formed company, Columbia Financial, Inc., a Maryland corporation, will become the parent holding company of Columbia Bank. Each share of Columbia Financial common stock owned by the public will be exchanged for between 1.8729 and 2.5340 shares of common stock of Columbia Financial, Inc. so that Columbia Financial’s existing public stockholders will own approximately the same percentage of Columbia Financial, Inc. common stock as they owned of Columbia Financial’s common stock immediately before the Conversion. Concurrently with the exchange offer, Columbia Financial, Inc. is offering up to 192,625,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. Columbia Financial, Inc. must sell a minimum of 142,375,000 shares to complete the offering. All shares are offered at a price of $10.00 per share. The shares Columbia Financial, Inc. is offering represent the 73.1% ownership interest in Columbia Financial now owned by Columbia Bank MHC. Columbia Financial, Inc. is offering the shares of common stock in a “subscription offering” to eligible depositors and certain borrowers of Columbia Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to Columbia Bank’s local communities and the stockholders of Columbia Financial. Columbia Financial, Inc. may also offer for sale shares of common stock not purchased in the subscription offering or the community offering in a firm commitment underwritten offering. Columbia Financial, Inc. must sell a minimum of 142,375,000 shares to complete the offering. If subscriptions totaling at least 142,375,000 shares are not received in the subscription offering, then unsubscribed subscription offering shares may be issued to stockholders of Northfield Bancorp as merger consideration, provided that the total number of such unsubscribed shares issued to Northfield Bancorp stockholders is less than 50% of Columbia Financial, Inc.’s outstanding common stock immediately after the completion of the merger of Northfield Bancorp with and into Columbia Financial, Inc. Unsubscribed shares in the subscription offering may only be issued as merger consideration to Northfield Bancorp stockholders to achieve the minimum of the offering range. Immediately after the Conversion is completed, Northfield Bancorp will merge with and into Columbia Financial, Inc., pursuant to the terms of an Agreement and Plan of Merger, dated as of January 31, 2026, by and among Columbia Financial, Columbia Financial, Inc., Columbia Bank MHC and Northfield Bancorp (the “Merger Agreement”). Under the Merger Agreement, Northfield Bancorp will merge with and into Columbia Financial, Inc., with Columbia Financial, Inc. continuing as the surviving corporation (the “Merger”). Immediately following the Merger, Northfield Bank, the wholly owned subsidiary of Northfield Bancorp, will merge with and into Columbia Bank, the wholly owned subsidiary of Columbia Financial, Inc., with Columbia Bank continuing as the surviving institution (the “Bank Merger”). Table of Contents If the Merger is completed, each share of Northfield Bancorp’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger, will be converted, at the election of the holder, into the right to receive either shares of Columbia Financial, Inc. common stock or cash, as follows: (i) if the final independent valuation of Columbia Financial, Inc., immediately prior to the completion of the Conversion (the “Final Independent Valuation”), is less than $2.3 billion, 1.425 shares of Columbia Financial, Inc. common stock (the “Merger Exchange Ratio”) or $14.25 in cash (the “Per Share Cash Consideration”); (ii) if the Final Independent Valuation is equal to or greater than $2.3 billion and less than $2.6 billion, the Merger Exchange Ratio will be increased to 1.450 shares of Columbia Financial, Inc. common stock and the Per Share Cash Consideration will be increased to $14.50; or (iii) if the Final Independent Valuation is greater than $2.6 billion, the Merger Exchange Ratio will be increased to 1.465 shares of Columbia Financial, Inc. and the Per Share Cash Consideration will be increased to $14.65. The “Final Independent Valuation” is also sometimes referred to herein as the “appraised full conversion value.” No more than 30% of the shares of Northfield Bancorp common stock issued and outstanding as of the effective time of the Merger (excluding shares of Northfield Bancorp common stock to be canceled as provided the Merger Agreement) will be converted into the aggregate cash consideration. As of the date of this document, the current appraised full conversion value of Columbia Financial, Inc. is $2.291 billion at the midpoint of the offering range. The completion of the Merger is subject to the completion of the Conversion and the satisfaction of other closing conditions. However, the completion of the Conversion is not contingent on the completion of the Merger. In the event that the Merger Agreement is terminated, Columbia Financial may determine to terminate the Conversion or delay the Conversion. If Columbia Financial, Inc. determines to delay the Conversion, the timing and manner of the Conversion would be subject to significant modification and subscribers would have the right to modify or rescind their purchase orders. The common stock of Columbia Financial is listed on the Nasdaq Global