Columbia Financial and Northfield Bancorp Plan to Merge

On Feb 2, 2026

Columbia Bank has announced plans to acquire Northfield Bank in a transaction valued at approximately $597 million. The combination of the two organizations will create the third largest regional bank headquartered in the state, with pro forma total assets of $18 billion based on financial data as of Dec. 31, 2025.

In connection with the announcement of the merger, Columbia also announced that its Board of Directors, together with the Boards of Directors of Columbia Bank MHC (the “MHC”) and the Bank, have adopted a plan of conversion and reorganization, pursuant to which (i) shares representing the majority ownership of the MHC will be sold to the public at a price of $10.00 per share and (ii) the Bank, which is currently in the mutual holding company structure, will reorganize into the fully public stock holding company form of organization in a transaction commonly referred to as a “second-step” conversion. As part of the second-step conversion, the Bank will become a wholly owned subsidiary of a new holding company formed in connection with the transaction (the “Holding Company”).

Following the completion of the merger, Thomas J. Kemly will continue to serve as president and chief executive officer of the Holding Company and the Bank, Dennis E. Gibney will continue to serve as first senior executive vice president and chief banking officer of the Holding Company and Columbia Bank and Thomas F. Splaine, Jr. will continue to serve as executive vice president and chief financial officer of the Holding Company and Columbia Bank.

In addition, at the effective time of the merger, Steven M. Klein, chairman, president and chief executive officer of Northfield, will become senior executive vice president and chief operating officer of the Holding Company and Columbia Bank. Following the completion of the merger, the Board of Directors of the Holding Company and Columbia Bank will consist of the directors of Columbia and Columbia Bank as of the effective time of the merger, as well as four members of Northfield’s board of directors, including Steven M. Klein.

“We are excited to announce our second-step conversion and simultaneous merger with Northfield. The simultaneous merger allows us to immediately leverage a portion of the capital raised and materially augment financial results,” said Kemly. “Northfield has built an excellent deposit franchise with a conservative credit culture, which makes it an ideal fit with Columbia and provides great opportunities for future growth.”

“Founded in 1887, in the Northfield section of Staten Island, Northfield Bank has been serving its communities for nearly 140 years. Guided by its core values of Trust, Respect, and Excellence, our team members make a positive difference in the lives and businesses of those in our communities every day,” said Steven M. Klein, chairman, president and CEO of Northfield. “I have known and respected the Columbia team for nearly 40 years, and I believe this combination will create enormous value and opportunity for our team members, customers, and stockholders.”

The second-step conversion, the conversion offering and the merger are expected to be completed early in the third quarter of 2026.

Keefe, Bruyette & Woods, Inc., A Stifel Company, is serving as financial advisor to Columbia. Keefe Bruyette & Woods, Inc., A Stifel Company, will also act as marketing agent for the subscription and community offerings and the lead left book-running manager for any firm commitment underwritten offering conducted by the Holding Company in connection with the second-step conversion. Raymond James & Associates, Inc. is serving as financial advisor to Northfield, and has rendered a fairness opinion to the Board of Directors of Northfield.

Kilpatrick Townsend & Stockton LLP is serving as legal counsel to Columbia and Luse Gorman, PC is serving as legal counsel to Northfield.

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