Columbia Financial, Inc./MD/ Listed Primary

What the company does

Columbia Financial, Inc. is a newly formed Maryland corporation that will become the publicly-traded savings and loan holding company for Columbia Bank upon completion of a second-step conversion from mutual to stock form of organization. Columbia Bank is a federally chartered savings bank founded in 1927 that has elected to operate as a covered savings association. Following the conversion and a concurrent merger with Northfield Bancorp, Inc., the combined company will operate Columbia Bank and the acquired Northfield Bank, focusing on community-oriented banking with emphasis on commercial business lending, core deposits, and de novo branching in New Jersey.

Use of proceeds

Net proceeds from the offering will be used in connection with the acquisition of Northfield Bancorp, Inc. for approximately $597.1 million in a combination of stock and cash (up to $179.1 million in cash and approximately 41,800,140 shares of common stock), with remaining net cash proceeds available to Columbia Financial, Inc. as additional capital. Proceeds will also fund the purchase of shares by the employee stock ownership plan.

Underwriters

Extracted from S-1/A 0001193125-26-206730, filed May 5, 2026 and verified against that filing text.

Key risk factors

• Conversion conditioned on merger completion

  “If the conversion is not consummated, our merger with Northfield Bancorp will not take place.”

• Merger dilution risk

  “The dilution caused by the issuance of shares of Columbia Financial, Inc.'s common stock in connection with the merger may adversely affect the market price of Columbia Financial, Inc.'s common stock.”

• Integration challenges

  “Combining Columbia Financial, Inc. and Northfield Bancorp may be more difficult, costly or time consuming than expected, and Columbia Financial, Inc. may not realize the anticipated benefits of the acquisition.”

• Transaction costs

  “Columbia Financial has incurred, and Columbia Financial, Inc. following the closing of the merger, will incur significant transaction and transaction-related costs in connection with the transactions contemplated by the merger agreement.”

• Increased regulation from $10B+ asset threshold

  “Financial institutions with assets in excess of $10 billion are subject to requirements imposed by the Dodd-Frank Act and its implementing regulations including being subject to the examination authority of the Consumer Financial Protection Bureau to assess our compliance with federal consumer financial laws, the imposition of higher FDIC premiums, reduced debit card interchange fees, and enhanced risk management frameworks, all of which increase operating costs and reduce earnings.”

• Legal and regulatory proceedings risk

  “We face significant legal risks, both from regulatory investigations and proceedings, and from potential private actions brought against us.”