Highlights

  • Columbia Financial plans second-step conversion alongside USD 597 million Northfield acquisition transaction.
  • Combined entity expected to become New Jersey’s third-largest regional bank by assets.
  • Transaction structure links merger completion directly to second-step conversion process.

Columbia Financial, Inc. (NASDAQ:CLBK) and Northfield Bancorp, Inc. (NASDAQ:NFBK) announced an agreement under which Columbia will acquire Northfield in a transaction valued at approximately USD 597 million. The combined organization is expected to hold pro forma total assets of USD 18 billion based on financial data as of December 31, 2025, creating the third-largest regional bank headquartered in New Jersey.

The merger is structured to occur immediately following Columbia’s planned second-step conversion, with the transaction dependent on the successful completion of that process.

Second-Step Conversion Structure
In connection with the merger, Columbia’s board, along with the boards of Columbia Bank MHC and Columbia Bank, approved a plan of conversion and reorganization. Under this plan, Columbia Bank will transition from a mutual holding company structure to a fully public stock holding company through a second-step conversion.

Shares representing approximately 73.1% ownership currently held by the mutual holding company will be cancelled, while shares held by public stockholders, representing about 26.9%, will convert into shares of the newly formed holding company at an exchange ratio designed to preserve ownership percentages. New shares will be offered to the public at USD 10.00 per share, subject to an independent valuation.

Northfield Merger Consideration Details
Following completion of the conversion, Northfield will merge into the new holding company. Northfield shareholders may elect to receive either stock or cash consideration, subject to a 30% cap on total cash elections. The consideration will vary based on the final independent valuation, ranging between 1.425 and 1.465 shares or cash between USD 14.25 and USD 14.65 per share.

The merger agreement specifies that the transaction will not proceed unless the second-step conversion is completed.

Financial and Governance Implications
At the midpoint of the preliminary valuation range, Columbia indicated the merger is expected to be 50% accretive to earnings per share in 2027 on a pro forma basis. Post-merger, the board will include existing Columbia directors along with four members from Northfield’s board.

Senior leadership roles will continue largely unchanged, with Northfield’s current chief executive assuming the role of Chief Operating Officer within the combined organization.

Approvals and Expected Timeline
The transaction has received unanimous approval from both boards and remains subject to regulatory approvals, stockholder votes, and approvals from depositors and certain borrowers related to the conversion. The second-step conversion, stock offering, and merger are expected to close in early Q3 2026.

Share Performance
CLBK shares traded slightly lower at USD 16.27, on January 30.