Columbia Financial (a holding company for Columbia Bank) and Northfield Bancorp (the holding company for Northfield Bank) announced they have signed an agreement and plan of merger under which Columbia will acquire Northfield in a transaction valued at approximately $597 million. The combined organization is expected to become the third-largest regional bank headquartered in New Jersey, with pro forma total assets of $18 billion based on financial data as of December 31, 2025.
Alongside the merger announcement, Columbia said its board, together with the boards of Columbia Bank MHC and the bank, unanimously adopted a plan of conversion and reorganization that would shift the institution from a mutual holding company structure to a fully public stock holding company structure through a second-step conversion. Under the plan, shares representing the majority ownership of the MHC would be sold to the public at $10.00 per share, and the bank would become a wholly owned subsidiary of a newly formed holding company created in connection with the transaction.
As part of the reorganization, shares of Columbia common stock held by stockholders other than the MHC, currently about 26.9% of outstanding shares, would be converted into shares of the newly formed holding company using an exchange ratio designed to preserve those holders’ percentage ownership interests. Shares held by the MHC, currently about 73.1% of outstanding shares, would be cancelled. Columbia added that, in the conversion stock offering, depositors with qualifying deposits as of December 31, 2024 would receive first priority, non-transferable subscription rights to subscribe for shares of holding company common stock, with the final number of shares to be issued based on an independent valuation reflecting the pro forma market value of the holding company after giving effect to the proposed Northfield merger.
Under the merger agreement, Northfield would merge into the new holding company immediately after the second-step conversion closes, and the merger will only occur if the conversion is completed. At closing, Northfield shareholders would be able to elect stock or cash consideration, with the final exchange mechanics tied to the independent valuation. If the final independent valuation is less than $2.3 billion, each Northfield share would convert into either 1.425 shares of holding company common stock or $14.25 in cash. If the valuation is at least $2.3 billion but less than $2.6 billion, the consideration would be either 1.450 shares or $14.50 in cash. If the valuation is at least $2.6 billion, the consideration would be 1.465 shares or $14.65 in cash. The agreement caps cash elections so that no more than 30% of Northfield’s outstanding shares as of the effective time may be converted into cash.
Columbia said that, on a pro forma basis at the midpoint of the estimated valuation range for the second-step conversion based on a preliminary independent appraisal, it anticipates the Northfield merger would be 50% accretive to Columbia’s 2027 earnings per share.
Post-close leadership is expected to remain anchored by Columbia executives. Thomas J. Kemly would continue as President and Chief Executive Officer of the holding company and the bank, Dennis E. Gibney would remain First Senior Executive Vice President and Chief Banking Officer, and Thomas F. Splaine, Jr. would continue as Executive Vice President and Chief Financial Officer. Northfield’s Steven M. Klein, Chairman, President and Chief Executive Officer, would become Senior Executive Vice President and Chief Operating Officer of the holding company and Columbia Bank. The board of the holding company and Columbia Bank would include Columbia’s directors as of the effective time and four members of Northfield’s board, including Klein.
The transaction has been unanimously approved by the boards of both companies and remains subject to customary closing conditions, including completion of the second-step conversion, receipt of required regulatory approvals, and approval by stockholders of both Columbia and Northfield. The conversion itself is also subject to regulatory approvals and approval by Columbia Bank depositors and certain borrowers, as well as Columbia stockholder approval. The companies said they expect the second-step conversion, conversion offering, and merger to be completed early in the third quarter of 2026.
Support: Keefe, Bruyette & Woods, Inc., A Stifel Company, is serving as financial advisor to Columbia and will also act as marketing agent for the subscription and community offerings, as well as 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 is serving as financial advisor to Northfield and delivered a fairness opinion to Northfield’s board. Kilpatrick Townsend & Stockton is serving as legal counsel to Columbia, and Luse Gorman, PC is serving as legal counsel to Northfield.
KEY QUOTES
“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. 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.”
Thomas J. Kemly, President and Chief Executive Officer, Columbia Financial
“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. 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.”
Steven M. Klein, Chairman, President and Chief Executive Officer, Northfield Bancorp, Inc.
