8-K - NFBK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35791	80-0882592
(State or other jurisdiction<br>of incorporation)	(Commission File No.)	(I.R.S. Employer<br>Identification No.)
581 Main Street,	Woodbridge,	New Jersey	07095
---	---	---	---
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (732) 499-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.01 per share	NFBK	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Equity Award Grants

On February 4, 2026, the Compensation Committee of the Board of Directors of Northfield Bancorp, Inc. (the “Company”) approved, and the Board of Directors ratified and approved, the granting to directors and employees a total of 172,272 restricted stock units. The grants were made under the Company’s 2019 Equity Incentive Plan pursuant to award agreements, the forms of which are attached as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.

Time-based awards to employees vest in equal installments over a three-year period, commencing one year from the date of the grant, which was February 4, 2026. Time-based awards to directors vest fully on or after February 4, 2027.

Approval of Management Cash Incentive Plan

On February 4, 2026, the Board of Directors of the Company approved the Company’s 2026 Management Cash Incentive Plan. The 2026 Management Cash Incentive Plan is attached to this 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	2026 Management Cash Incentive Plan
10.2	Form of Time-Based Cash Settled Restricted Stock Unit Agreement for Executive Vice Presidents and Employees
10.3	Form of Time-Based Cash Settled Restricted Stock Unit Agreement for Directors
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NORTHFIELD BANCORP, INC.
DATE: February 6, 2026	By:	/s/ William R. Jacobs
		William R. Jacobs
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Document

Exhibit 10.1

NORTHFIELD BANK

2026 MANAGEMENT CASH INCENTIVE PLAN

GENERAL

Purpose of the Plan:

The purpose of the Northfield Bank 2026 Management Cash Incentive Plan (the “Plan”) is to attract, retain, motivate, recognize and reward Executives, Officers, and other Team Members who are selected by the Compensation Committee and/or Executive Management to participate in the Plan (“Participants”), for their individual, and collective contributions to Northfield Bank (“Northfield” or the “Company”).

Further, the Plan is designed to foster a culture of high performance and, within appropriate risk management objectives, reinforce achievement of the Company’s goals and objectives.

The Plan serves as a critical component that comprises a competitive total compensation package, with focus on stated measures critical to the Company’s short and long-term growth and profitability, while linking pay to performance for attainment of such.

Eligibility and Participation:

The Plan is designed for the benefit of those Participants whose responsibilities and high performance significantly influence Company results.

Executives eligible to participate in the Plan shall be selected by the Compensation Committee (the “Committee”) of the Board of Directors of the Company; and Officers and other Team Members eligible to participate in the Plan shall be selected by Executive Management for each Performance Period prior to or on the Determination Date for such Performance Period. Participation in the Plan is on a Performance Period basis only. New employees must be hired by October 1 of the year for which the Performance Period has been set to be eligible to participate in the current year’s Plan. Incentive awards for employees hired between January 1 and October 1 will be pro-rated based on the employee’s date of hire. All Participants must maintain a satisfactory level of performance to be eligible for an incentive award.

Acknowledgement of Plan Participation:

Executives and Senior Vice Presidents; and Lending, Business Development, and Branch Management team members shall receive a “Notice of Participation Agreement” and will be required to acknowledge the terms and conditions for participation in the Plan. As cash incentive for all other Team Members is awarded on a discretionary basis, this “Notice of Participation Agreement” shall not apply.

Annual Performance Period:

The Performance Period and Plan operate on a calendar year basis (January 1 - December 31).

Incentive Award Opportunity:

A Participant is eligible to earn an incentive award in accordance with the Participant’s defined goals, and/or assessed performance and the provisions of the Plan. Each Executive will have a target cash

Page 1 of 5

Board Approved: February 4, 2026

incentive opportunity that is expressed as a percentage of their Base Salary. Other selected Participants will have a target cash incentive compensation opportunity or range of opportunity, as appropriate. Note: Individual Participant goals and award potential are defined as applicable, in the Notice of Participation Agreement.

Achieving performance goals will generally result in a full award at target, as applicable, at the discretion of the Compensation Committee and/or Executive Management. Payouts will vary above and below the target to reflect actual performance relative to the goals, weightings, and performance of the Company. The Committee and Executive Management retain the discretion to determine awards relative to goals and may consider other factors in making the award (e.g., extraordinary events).

Goal Setting:

Performance goal(s), including performance ranges and associated weighting for Executives will be approved by the Committee. Performance goal(s), including performance ranges and associated weighting for Participants other than Executive Officers will be approved by the Executive Management, as applicable. Upon the approval of Executive goals, the Committee will present to and obtain final approval of the Board of Directors as part of the Board’s annual business planning process.

At the discretion of the Committee, or as delegated by the Committee, Executive Management may approve goals that have a defined specified threshold, target and stretch performance goal, if applicable, and payout range. The relationship between performance goals and payout ranges will be determined by the Committee, or Executive Management. Once threshold performance is achieved, the award will increase incrementally. Actual payouts will be interpolated on a straight-line basis between threshold, target, and stretch performance levels to reward incremental performance.

Individual/shared goals for Executive Management, will be approved by the Committee at the beginning of the Performance Period. Generally, individual goals should reflect critical financial and strategic objectives. Each individual goal is required to establish a target payout. In recognition that some individual goals may not be quantitative, the Committee, or as delegated by the Committee, Executive Management, retains the discretion to determine payouts in a manner that appropriately reflects performance.

In addition to quantitative goals, the overall target award may be determined based on the Committee’s, or as delegated by the Committee, Executive Management’s qualitative evaluation of performance. In determining the award under the qualitative component, consideration may be given to any factors deemed relevant, including but not limited to corporate, division and individual performance, progress on non-financial objectives, significant non-financial achievements or challenges during the year, performance outside of the enumerated quantitative goals, and other performance results.

Award Payouts and Discretion of the Compensation Committee and/or Executive Management:

If a Participant leaves voluntarily or is terminated by the Company before awards are paid, no incentive award will be owed. A Participant must be an active employee of the Company, and in good standing on the date the incentive award is paid to receive an award. In the event a Participant is not an active employee at the time awards are paid under the Plan, the Compensation Committee and/or, as applicable, Executive Management, may determine to pay such earned award, at their sole discretion. Such awards may be pro-rated for the period of time the Participant was an active employee during the Performance Period.

Board Approved: February 4, 2026

Payouts relative to the target will be recommended by the CEO (except for the CEO’s payout), certified by the Internal Audit Function (or other function as determined appropriate by the Committee), approved by the Committee, and ratified by the Board of Directors. In the case of the CEO, the payout will be determined by the Committee and ratified by the Board of Directors.

Quarterly payouts, where applicable, will be made in cash within a reasonable time period after the close of each quarter. Generally, quarterly payouts will occur within six weeks following the close of the quarter.

Annual payouts will be made in cash within a reasonable time period after the Company’s independent registered public accounting firm has made its final report to the Audit Committee on the Company’s consolidated financial statements. Generally, payouts will occur within two and a half months following the close of the fiscal year. Awards are calculated based on actual performance and/or individual and team production relative to target as established at the beginning of the Performance Period. For those underlying plans that denominate payments as a percent of a Participant’s base salary utilized in the calculation, for the avoidance of doubt, payouts will be based on percentage of a Participant’s Base Salary in effect as of the last business day of the Performance Period.

All award payouts under the Plan are subject to the discretion of the Committee, or as applicable, Executive Management. In determining an award level based on either corporate or individual goals, consideration may be given to the overall performance of the Company, and the individual performance of each Participant. Considerations may also include, but are not limited to, audit and regulatory findings, internal control assessments and the amount and direction of risk being assumed by the Company. The Committee will take into consideration, extraordinary, unusual, and/or nonrecurring items of gain or loss in determining the extent to which performance has been achieved. The Committee, at its sole discretion, may consider the effect of “passed” audit adjustments proposed by the Company’s independent registered public accounting firm in determining the achievement of the corporate or individual goals established under the Plan.

Administration of the Plan:

The Plan is authorized by the Board of Directors of the Company and administered by the Compensation Committee (the “Committee”) of the Company who are “independent directors” as defined by the stock exchange rules to which the Company is subject. Notwithstanding anything to the contrary herein, all Awards made by the Committee and any performance criteria established by the Committee with respect to an Award, shall be subject to the ratification of the Board of Directors.

All Plan provisions, terms, or results will be interpreted by the Plan administrators at their sole discretion. The Committee shall have the authority to interpret or make a decision with respect to any situation or condition that is not specifically provided for in the Plan or an underlying plan. Any exceptions to this Plan will require the written approval of the Committee.

Reimbursements to the Company:

Participants of this Plan agree that the Company has the right to recoup or “clawback” awards paid under this Plan if the Compensation Committee concludes that such awards were based on information that was later found to be materially incorrect, including awards that were determined, in whole or in part, on financial statement information that is subsequently restated.

Board Approved: February 4, 2026

Recoupment or “clawback” of incentive awards are governed by all terms and conditions, for the Executives, of the October 25, 2023 “Northfield Bancorp, Inc. Clawback Policy”; and for all other Participants, of the “Northfield Bancorp, Inc. Equity and Cash Incentive Awards Clawback Policy” as adopted by the Board on November 28, 2018, as amended or restated from time to time.

Employee Rights

Nothing in the Plan shall confer upon any Participant the right to continue in the employ of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Participant’s employer to discharge or change the terms of employment of any Participant at any time for any reason whatsoever, with or without cause.

Effect on Other Plans:

The adoption of the Plan shall not affect any other equity or other compensation or incentive plan in effect for the Company or any Affiliate, and the Plan shall not preclude the Board of Directors from establishing any other forms of incentive compensation for employees of the Company or its Affiliates.

This Plan shall be considered the prevailing document if the terms and conditions detailed herein are unclear or contradict any individual award agreements.

Governing Law:

The Plan shall be construed, administered, and enforced according to the laws of the State of New Jersey, without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law.

Amendment, Suspension, or Termination of the Plan:

The Board of Directors, in its sole discretion, may alter, amend, or terminate the Plan, or any part thereof, at any time and for any reason.

Severability:

If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.

The Plan was developed based on existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Company may add to, amend, modify, or discontinue any of the terms or conditions of the Plan at any time.

DEFINITIONS

•Affiliate means the Bank, or any other entity controlled by the Company.

•Award means a cash payment made to a Participant pursuant to the terms of this Plan.

•Base Salary means, as to a Performance Period, a Participant’s actual salary rate in effect as of the last business day of the Performance Period. Such salary shall be before (i) deductions for taxes and benefits, and (ii) deferrals of compensation pursuant to Company- or Affiliate-sponsored plans.

•Board means the Board of Directors of the Company.

Board Approved: February 4, 2026

•Code means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code shall include such section, any valid regulation promulgated there under, and any comparable provision of any future legislation or regulation amending, supplementing or superseding, such section or regulation.

•Committee means the Compensation Committee of the Company’s Board of Directors, or any other committee appointed by the Board pursuant to of the Plan.

•Company means Northfield Bank.

•Determination Date means, as to a Performance Period, the date upon which the Committee sets forth in writing the Performance Measures attributable to a Participant or the Participants. The Determination Date shall be no later than the earlier of (i) 90 days after the commencement of the Performance Period or (ii) the date on which 25 percent of the Performance Period has elapsed, provided, in either case, that the outcome is substantially uncertain at the time the Committee actually establishes the Performance Measures.1

•Executive means any employee of the Company at the Executive Vice President level, including the Chief Executive Officer selected by the Compensation Committee to participate in the Plan.

•Executive Management means any employee of the Company at the Executive Vice President level including the Chief Executive Officer.

•Notice of Participation Agreement means an agreement between the Company and the employee of the Company selected by the Compensation Committee or Executive Management to participate in the Plan. An acknowledged Notice of Participation is required to participate in the Plan.

•Officer means any employee of the Company at the Assistant Vice President, Vice President or Senior Vice President selected by Executive Management to participate in the Plan.

•Participant means, as to any Performance Period, an officer of the Company or an Affiliate at the level of Assistant Vice President or above, or one who has been selected by Executive Management for participation in the Plan for such Performance Period.

•Performance Measure means the performance criteria set forth in the Plan or any other criteria approved by the Committee.

•Performance Period means a period of not less than 12 months and not greater than 36 months that is designated by the Committee for the purposes specified herein. The Committee may designate one or more Performance Periods which may or may not run concurrently.

•Team Member means any employee of the Company selected by Executive Management to participate in the Plan.

EFFECTIVE DATE

The Plan shall be effective upon adoption by the Board of Directors of the Company.

Board Approved: February 4, 2026

Document

Exhibit 10.2

Time-Based Vesting – Executives and employees

Northfield Bancorp, Inc.

2019 Equity Incentive Plan

Cash settled Restricted Stock Unit Agreement (time-Based Vesting)

This restricted stock unit agreement (“Restricted Stock Unit” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Unit pursuant to the Plan. The holder of this Restricted Stock Unit (the “Participant”) hereby accepts this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.Name of Participant: [Participant Name]

2.Date of Grant: February 4, 2026

3.Number of Restricted Stock Units Granted: [######] (the “Award”). Each Restricted Stock Unit represents the right to receive an amount of cash equal to the Fair Market Value of one share of Stock on the date the Restricted Stock Unit vests.

4.Vesting Schedule: Except as otherwise provided in Section 4.2 of this Agreement, this Restricted Stock Unit Award first becomes earned in accordance with the following:

Number of Restricted Stock Units	Vesting Date
###<br><br>###<br><br>###	February 4, 2027<br><br>February 4, 2028<br><br>February 4, 2029

4.1 Vesting Schedule. Except as otherwise provided in Section 4.2 of this Agreement, Restricted Stock Units shall become vested (“Vested Units”) in accordance with the schedule above. Vested Units shall be settled in cash at the time of vesting, with such cash payment made no later than thirty (30) days after a vesting date.

4.2 Accelerated Vesting Upon Involuntary Termination, Death or Disability. In the event of the Participant’s Involuntary Termination, death or Disability before February 4, 2027, the Restricted Stock Units designated to vest on February 4, 2027 shall immediately vest.

5.Forfeiture of Restricted Stock Units. Upon the Participant’s termination of employment for any reason on or after February 4, 2027, including due to death or Disability, all Restricted Stock Units subject to this Agreement that have not vested will expire and be forfeited. In addition, in

the event of the Participant’s Termination of Service for Cause, all Restricted Stock Units subject to this Agreement that have not vested will expire and be forfeited.

6.No Implied Rights.

Neither the Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any subsidiary or other affiliate whatsoever, including any specific funds, assets, or other property which the Company or any subsidiary or other affiliate, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the cash payable or distributable under the Plan, unsecured by any assets of the Company or any subsidiary or other affiliate, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any subsidiary or other affiliate shall be sufficient to pay any benefits to any person. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.

7.No Rights as a Stockholder.

Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company.

8.No Dividends.

No Dividend Equivalent Rights or any type of dividend shall be paid with respect to the Restricted Stock Units that are subject to this Award.

9.No Voting Rights.

The Participant shall not have voting rights with respect to the Restricted Stock Units subject to this Award.

10.Acceptance and Acknowledgment.

The Participant hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions herein and to the provisions of the Plan (as it may be amended from time to time). The Participant hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan or this Agreement. As a condition to the settlement of this Restricted Stock Unit under this Award, the Participant authorizes the Company to deduct from the settlement any taxes required to be withheld by the Company under federal, state, or local law as a result of the receipt of this Award. This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or Northfield Bank to discharge the Participant or restrict the right of the Participant to terminate his or her employment.

11.Code Section 409A.

12.Miscellaneous.

12.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.2 A Restricted Stock Unit Award is not transferable prior to the time the Restricted Stock Unit vests in the Participant.

12.3 This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the State of New Jersey.

12.4 This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any cash hereunder if the issuance of the cash would constitute a violation of any law, regulation or order or any provision thereof.

12.5 This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Participant and one (1) to be retained by the Company.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of the Restricted Stock Units set forth above.

NORTHFIELD BANCORP, INC.

By: ________________________

Its: Chairman, President && CEO

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Unit Agreement and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan.

PARTICIPANT

Signed:

[Participant Name]

Document

Exhibit 10.3

Time-Based Vesting – Directors

Northfield Bancorp, Inc.

2019 Equity Incentive Plan

Cash settled Restricted Stock Unit Agreement (time-Based Vesting)

1.Name of Participant: [Participant Name]

2.Date of Grant: February 4, 2026

4.Vesting Schedule: Except as otherwise provided in Section 4.1 of this Agreement, this Restricted Stock Unit Award shall vest on February 4, 2027 (“Vested Units”). Vested Units shall be settled in cash at the time of vesting, with such cash payment made no later than thirty (30) days after a vesting date.

4.1 Accelerated Vesting Upon Involuntary Termination, Death or Disability. In the event of the Participant’s Involuntary Termination, death or Disability before February 4, 2027, all Restricted Stock Units granted hereunder shall vest. For the avoidance of doubt, if a Participant’s Service does not continue on the date Columbia Financial, Inc. acquires Northfield Bancorp, Inc., which is expected to occur in the third quarter of 2026, all Restricted Stock Units granted hereunder shall vest.

5.Termination for Cause. If the Participant experiences a Termination of Service for Cause prior to February 4, 2027, all Restricted Stock Units subject to this Agreement that have not vested will expire and be forfeited.

6.No Implied Rights.

distributable under the Plan, unsecured by any assets of the Company or any subsidiary or other affiliate, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any subsidiary or other affiliate shall be sufficient to pay any benefits to any person. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.

7.No Rights as a Stockholder.

Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company.

8.No Dividends.

No Dividend Equivalent Rights or any type of dividend shall be paid with respect to the Restricted Stock Units that are subject to this Award.

9.No Voting Rights.

The Participant shall not have voting rights with respect to the Restricted Stock Units subject to this Award.

10.Acceptance and Acknowledgment.

11.Code Section 409A.

The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Award Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Award Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Award Agreement.

12.Miscellaneous.

12.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.2 A Restricted Stock Unit Award is not transferable prior to the time the Restricted Stock Unit vests in the Participant.

12.3 This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the State of New Jersey.

12.5 This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Participant and one (1) to be retained by the Company.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of the Restricted Stock Units set forth above.

NORTHFIELD BANCORP, INC.

By: _________________________

Its: Chairman, President & CEO

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

Signed:

[Participant Name]