Northfield Bancorp Inc. (NASDAQ:NFBK) saw its stock rise 11.9% in premarket trading Monday following the announcement that Columbia Financial, Inc. (NASDAQ:CLBK) has entered into a definitive agreement to acquire the company in a transaction valued at approximately $597 million.
The merger, which received unanimous approval from the boards of directors of both Northfield and Columbia, will combine the two banks to form the third largest regional bank headquartered in New Jersey. On a pro forma basis, the combined organization will report total assets of $18 billion based on financial data as of December 31, 2025.
Under the terms laid out in the agreement, Northfield shareholders will be provided with a choice between receiving shares of Columbia’s newly created holding company common stock or electing cash. The exact exchange ratio will be set by an independent valuation. Depending on that valuation, Northfield shareholders will receive either between 1.425 and 1.465 shares of the new holding company stock for each Northfield share, or a cash payment in the range of $14.25 to $14.65 per Northfield share. The agreement caps cash consideration at 30% of Northfield’s outstanding shares.
Concurrently, Columbia announced plans for a ‘‘second-step’’ conversion from its current mutual holding company structure to a fully public stock holding company organization. As part of that conversion plan, Columbia will offer shares at $10.00 apiece, and depositors will have first priority subscription rights to the offering.
"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," said Thomas J. Kemly, President and CEO of Columbia.
Leadership roles for the combined organization were specified in the merger agreement. Thomas J. Kemly will remain President and Chief Executive Officer of the merged company. Steven M. Klein, currently Northfield’s Chairman, President and CEO, will take on the role of Senior Executive Vice President and Chief Operating Officer following closing.
The transaction is anticipated to close early in the third quarter of 2026 and is contingent on customary regulatory approvals and the affirmative vote of shareholders from both companies. Columbia has projected that the deal will be 50% accretive to its earnings per share in 2027.
The agreement outlines a combination of strategic and structural elements: a portfolio of pro forma assets sized to create a larger New Jersey-focused regional bank, a shareholder election mechanism that balances stock and cash options subject to valuation, and a conversion of Columbia’s corporate structure intended to broaden public ownership. The timeline, regulatory review and shareholder approvals are listed as conditions precedent to closing.