As filed with the Securities and Exchange Commission on March 6, 2026

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Columbia Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		6035		To be provided
State or other jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

19-01 Route 208 North

Fair Lawn, New Jersey 07410

(800) 522-4167

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Thomas J. Kemly

President and Chief Executive Officer

Columbia Financial, Inc.

19-01 Route 208 North

Fair Lawn, New Jersey 07410

(800) 522-4167

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Christina M. Gattuso, Esq. Stephen F. Donahoe, Esq. Kilpatrick Townsend & Stockton LLP 701 Pennsylvania Avenue, NW, Suite 200 Washington, DC 20004 (202) 508-5800		Michael K. Krebs, Esq. Kathleen R. Henry, Esq. Nutter McClennen & Fish LLP 155 Seaport Boulevard Boston, Massachusetts 02210 (617) 439-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act: ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

PROSPECTUS

 

 

(Proposed New Holding Company for Columbia Bank)

Up to 192,625,000 Shares of Common Stock

 

 

Columbia Financial, Inc., a newly formed Maryland corporation (referred to herein as “Columbia Financial, Inc.”), is offering common stock for sale in connection with the conversion of Columbia Bank MHC from the mutual holding company form of organization to the stock form of organization.

We are offering up to 192,625,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 142,375,000 shares to complete the offering. All shares are offered at a price of $10.00 per share. Purchasers will not pay a commission to purchase shares of common stock in the offering. Most of the terms of this offering are required by regulations of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), including the amount of capital being raised, which is based on an independent appraisal (sometimes referred to herein as “independent appraisal” or “independent valuation”) of Columbia Financial, Inc.

The shares we are offering represent the 73.1% ownership interest in Columbia Financial, Inc., a Delaware corporation (referred to herein as “Columbia Financial”) now owned by Columbia Bank MHC. The remaining 26.9% interest in Columbia Financial currently owned by the public will be exchanged for shares of common stock of Columbia Financial, Inc. The [●] shares of Columbia Financial currently owned by the public will be exchanged for between 1.8729 shares and 2.5340 shares of common stock of Columbia Financial, Inc. depending on the final independent appraisal of the pro forma market value of Columbia Financial. Columbia Financial and Columbia Bank MHC will cease to exist upon completion of the conversion and Columbia Financial, Inc. will succeed them.

Columbia Financial’s common stock is currently listed on the Nasdaq Global Select Market under the trading symbol “CLBK.” We expect the shares of Columbia Financial, Inc. common stock will continue to be listed on the Nasdaq Global Select Market under the symbol “CLBK” upon the completion of the conversion.

The shares of common stock are first being offered in a subscription offering to eligible depositors and borrowers of Columbia Bank and the tax-qualified employee stock ownership plan of Columbia Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference first given to natural persons residing in Bergen, Burlington, Camden, Essex, Gloucester, Middlesex, Monmouth, Morris, Passaic, Somerset and Union Counties in New Jersey and then to existing stockholders of Columbia Financial (other than Columbia Bank MHC) and to the general public. We are also offering shares of common stock not subscribed for in the subscription offering and community offering, if any, in a firm commitment underwritten offering.

The minimum order is 25 shares. The subscription offering will end at 2:00 p.m., Eastern time, on [●], 2026. The community offering, if held, may continue without notice to you until [●], 2026 or longer if the Federal Reserve Board approves a later date. No single extension may exceed 90 days and the offering must be completed by [●], 2026. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [●], 2026, or the number of shares of common stock to be sold is increased to more than 192,625,000 shares or decreased to less than 142,375,000 shares. If we extend the offering beyond [●], 2026, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest calculated at Columbia Bank’s statement savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 142,375,000 shares or more than 192,625,000 shares, we will promptly return all funds and set a new offering range. All subscribers will be resolicited and given the opportunity to place a new order. Funds received before the completion of the subscription and community offerings will be held in a segregated account at Columbia Bank and will earn interest at Columbia Bank’s statement savings rate, which is currently [●]% per annum.

Keefe, Bruyette & Woods, Inc., A Stifel Company, will assist us in selling the shares on a best efforts basis in the subscription and community offerings. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of common stock offered for sale in the subscription and community offerings. We will also offer shares of common stock not subscribed for in the subscription and community offerings in a firm commitment underwritten offering. Keefe, Bruyette & Woods, Inc. will act as the lead-left book running manager, Piper Sandler & Co. will act as co-book running manager and Brean Capital, LLC will act as co-manager for the firm commitment underwritten offering.

Immediately after completion of the conversion and offering, we expect to acquire Northfield Bancorp, Inc., the holding company for Northfield Bank, for approximately $597.1 million in a combination of stock and cash (referred to herein as the Northfield Bancorp “merger” or “acquisition”). We expect to pay no more than $179.1 million in cash and issue approximately 41,800,140 shares of common stock at the midpoint of the offering range to Northfield Bancorp’s stockholders in exchange for their shares of Northfield Bancorp common stock, assuming that 70% of Northfield Bancorp’s outstanding shares of common stock are exchanged for shares of Columbia Financial, Inc. common stock and 30% of Northfield Bancorp’s outstanding shares of common stock are exchanged for cash in the merger. This will represent approximately 15.4% of the outstanding common stock of Columbia Financial, Inc. at the midpoint of the offering range.

If we do not receive orders for at least 142,375,000 shares of common stock, the 41,800,140 shares we issue to stockholders of Northfield Bancorp in connection with our acquisition of Northfield Bancorp can be counted to reach the minimum number of shares required to be sold in the offering. In that scenario, the minimum number of shares that Columbia Financial, Inc. must sell for cash in the stock offering is 100,574,860 shares.

The completion of the conversion is not contingent on the acquisition of Northfield Bancorp. In the event that the merger is terminated, Columbia Financial will either terminate or delay the conversion in order to amend this prospectus. If we determine to delay the conversion, the timing and manner of the conversion would be subject to significant modification and subscribers would have the right to modify or rescind their purchase orders.

OFFERING SUMMARY

Price: $10.00 Per Share

 

		Adjusted Minimum				Minimum				Midpoint				Maximum
Number of shares			142,375,000				142,375,000				167,500,000				192,625,000
Gross offering proceeds		$	1,423,750,000			$	1,423,750,000			$	1,675,000,000			$	1,926,250,000
Estimated offering expenses, excluding underwriters’ fees		$	8,450,000			$	8,450,000			$	8,450,000			$	8,450,000
Estimated underwriters’ fees and commissions(1)		$	31,329,139			$	27,861,000			$	30,172,500			$	34,619,625
Estimated net proceeds		$	1,383,970,861			$	1,387,439,000			$	1,636,377,500			$	1,883,180,375
Estimated net proceeds per share		$	9.72			$	9.74			$	9.77			$	9.78

(1)

Assumes that 65% of the shares are sold in the subscription offering, 5% are sold in the community offering other than at the adjusted minimum, 30% of the shares will be sold in the firm commitment underwritten offering and 41,800,140 shares are issued in connection with our anticipated merger with Northfield Bancorp, Inc at the adjusted minimum as part of the community offering. See “The Conversion and the Offering — Plan of Distribution; Selling Agent and Underwriter Compensation” for information regarding the compensation to be received by Keefe, Bruyette & Woods, Inc. in the subscription and community offerings and compensation to be received by Keefe, Bruyette & Woods, Inc. and the other broker-dealers in the firm commitment underwritten offering.

This investment involves a degree of risk, including the possible loss of principal. Please read “Risk Factors” beginning on page 18.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

For assistance, please contact the Stock Information Center at [●]

The date of this prospectus is [●], 2026

TABLE OF CONTENTS

 

		Page
Summary			1
Risk Factors			18
A Warning About Forward-Looking Statements			37
Selected Consolidated Financial and Other Data of Columbia Financial and Subsidiaries			39
Selected Consolidated Financial and Other Data of Northfield Bancorp and Subsidiaries			41
How We Intend to Use the Proceeds of the Offering			43
Our Dividend Policy			44
Market for the Common Stock			44
Historical and Pro Forma Regulatory Capital Compliance			46
Pro Forma Unaudited Consolidated Financial Statements Giving Effect to the Conversion and Proposed Merger			49
Capitalization			56
Pro Forma Data			58
The Acquisition of Northfield Bancorp			63
Business of Columbia Financial and Columbia Bank			68
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Columbia Financial			81
Business of Northfield Bancorp and Northfield Bank			111
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Northfield			129
Regulation and Supervision			147
Management of Columbia Financial, Inc.			154
Stock Ownership			190
Subscriptions by Executive Officers and Directors			192
Federal and State Taxation			193
The Conversion and Offering			194
Comparison of Stockholders’ Rights			213
Restrictions on Acquisition of Columbia Financial, Inc.			219
Description of Columbia Financial, Inc. Capital Stock			221
Transfer Agent and Registrar			222
Registration Requirements			222
Legal and Tax Opinions			222
Experts			222
Where You Can Find More Information			223
Index to Consolidated Financial Statements of Columbia Financial, Inc.			F-1
Index to Consolidated Financial Statements of Northfield Bancorp, Inc.			F-79

 

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RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in the shares of our common stock. An investor should carefully consider the following risk factors before deciding to make an investment decision regarding Columbia Financial, Inc.’s common stock. Consideration should also be given to the other information in this prospectus.

Summary of Risk Factors

Merger Risks:

 

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

 

•

If the merger with Northfield Bancorp does not occur, the conversion and stock offering would be delayed or terminated.

 

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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.

 

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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.

 

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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.

 

•

Regulatory approvals for the merger may not be received, may take longer than expected or may impose conditions that are not currently anticipated or that could have an adverse effect on Columbia Financial, Inc. following the closing.

 

•

The merger agreement may be terminated in accordance with its terms and the merger may not be completed, which could cause the results of Columbia Financial to be adversely affected, the stock prices of Columbia Financial to decline or have a material and adverse effect on the stock price of Columbia Financial and its results of operations.

 

•

The market price for Columbia Financial, Inc. common stock following the closing of the merger may be affected by factors different from those that historically have affected or currently affect Columbia Financial common stock.

 

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The future results of Columbia Financial, Inc. following the closing of the merger may suffer if Columbia Financial, Inc. does not effectively manage its expanded operations.

 

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Columbia Financial will be subject to business uncertainties and contractual restrictions while the merger is pending.

 

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Holders of Columbia Financial common stock will have a reduced ownership and voting interest in the surviving corporation after the merger and will exercise less influence over management.

 

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The merger will not be completed unless important conditions are satisfied or waived, including approval of the merger by Northfield Bancorp stockholders, approval of the merger and the conversion by Columbia Financial stockholders, and approval of the conversion by the members of Columbia Bank MHC.

 

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Litigation against Columbia Financial or Northfield Bancorp, or the members of Columbia Financial’s or Northfield Bancorp’s board of directors, could prevent or delay the completion of the merger.

 

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The unaudited pro forma condensed combined financial information included in this prospectus is preliminary and the actual financial condition and results of operations of the surviving corporation after the merger may differ materially.

Lending Activities Risks:

 

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Our multifamily and commercial real estate lending practices expose us to increased lending risks and related loan losses.

 

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Imposition of limits by the bank regulators on commercial and multifamily real estate lending activities could curtail our growth and adversely affect our earnings.

 

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Our origination of construction loans exposes us to increased lending risks.

 

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Our concentration of residential mortgage loans exposes us to increased lending risks.

 

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Our commercial business lending activities expose us to additional lending risks.

 

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If our allowance for credit losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.

 

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The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the New Jersey and metropolitan New York and Philadelphia economies.

 

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Economic conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

 

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Northfield Bancorp’s New York multifamily loan portfolio may continue to be adversely affected by changes in legislation or regulation.

Growth Strategies Risks:

 

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Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

 

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We are subject to certain risks in connection with our strategy of growing through mergers and acquisitions.

 

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We may be required to write down goodwill and other acquisition-related identifiable intangible assets.

General Business and Industry Risks:

 

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Ineffective liquidity management could adversely affect our financial results and condition.

 

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Changes in interest rates or the shape of the yield curve may hurt our profits and asset values and our strategies for managing interest rate risk may not be effective.

 

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The fair value of our investments has declined materially in the past and could decline further due to a variety of factors.

 

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Financial challenges at other banking institutions could lead to depositor concerns that spread within the banking industry causing disruptive and destabilizing deposit outflows.

 

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Municipal deposits are an important source of funds for us and a reduced level of such deposits may hurt our profits.

 

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We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

 

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Security breaches and cybersecurity threats could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

 

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We must keep pace with technological change to remain competitive.

 

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Our business may be materially affected by the emergence of disruptive new technologies or approaches enabled by the rapid pace of innovation unfolding in the artificial intelligence space.

 

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Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks.

 

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The building of market share through our branch office strategy, and our ability to achieve profitability on new branch offices, may increase our expenses and negatively affect our earnings.

 

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Strong competition within our market area could hurt our profits and slow growth.

 

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Acts of terrorism and other external events could impact our ability to conduct business.

 

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Climate change, severe weather, global pandemics, natural disasters, and other external events could significantly impact our business.

 

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Rapidly evolving economic, social and political conditions or civil unrest in the United States may affect the markets in which we operate, our customers, our ability to provide customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

 

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Regulation of the financial services industry is intense, and we may be adversely affected by changes in laws and regulations.

 

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We may be unable to disclose some regulatory restrictions or limitations on our operations imposed by our regulators, even if material to our business.

 

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As a larger financial institution, we are subject to additional regulation and increased supervision.

 

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

 

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Our ability to manage reputational risk is critical to attracting and maintaining customers, investors and employees and to the success of our business, and the failure to do so may materially adversely affect our performance.

 

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We are subject to environmental, social and governance risks that could adversely affect our reputation and the trading price of our common stock.

Offering Risks:

 

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The future price of the shares of common stock may be less than the $10.00 purchase price per share in the offering.

 

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Various factors may have an adverse effect on our financial performance.

 

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Our return on equity may be low following the offering, which could negatively affect the trading price of our shares of common stock.

 

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Our stock-based benefit plans will increase our expenses and reduce our income.

 

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The implementation of stock-based benefit plans may dilute your ownership interest.

 

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We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

 

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Various factors may make takeover attempts more difficult to achieve.

 

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Our bylaws provide that, subject to limited exceptions, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

 

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The market price of our stock value may be negatively affected by applicable regulations that restrict stock repurchases by Columbia Financial, Inc.

 

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You may not revoke your decision to purchase shares of Columbia Financial, Inc. common stock in the subscription or community offerings after you send us your order.

 

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The distribution of subscription rights could have adverse income tax consequences.

 

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Risks Related to the Merger

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

Our acquisition of Northfield Bancorp depends upon our successful conversion from the mutual holding company form of organization to stock form of organization. The conversion requires stockholder and member approvals as well as the approval of the federal banking regulatory authorities, one or more of which we may not obtain in a timely manner, or at all. The conversion also depends upon the successful implementation of our plan of conversion as described in the section entitled “The Conversion.” If we are unable to consummate the conversion, our acquisition of Northfield Bancorp will not take place. Our failure to acquire Northfield Bancorp could effect our ability to generate profits and grow our franchise, which could have a material adverse affect on our pro forma results of operations and financial condition if we determined to terminate the conversion.

If the merger with Northfield Bancorp does not occur, the conversion and stock offering would be delayed or terminated.

We anticipate simultaneously completing the conversion, the stock offering and the Northfield Bancorp acquisition in the third quarter of 2026. At this time, we are not aware of any circumstances that are likely to cause the acquisition not to occur. However, certain conditions to the merger have not yet been satisfied, including regulatory approvals and stockholder approvals. Also, a material adverse change in Northfield Bancorp may preclude consummation of the acquisition. If the Northfield Bancorp acquisition were not to occur, we may terminate the conversion or delay the conversion. If we were to delay the conversion, the timing and manner of the conversion would be subject to significant modification in the event the acquisition were terminated. The offering documents would be revised and subscribers in the offering would be re-solicited with an amended proxy statement and prospectus. As a result, if we were to proceed with the conversion without the merger the conversion and the stock offering would be delayed.

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.

The dilution caused by the issuance of the new shares of Columbia Financial, Inc. common stock to Northfield Bancorp stockholders in connection with the payment of the merger consideration may result in fluctuations in the market price of Columbia Financial, Inc. common stock, including a stock price decrease, following the closing of the conversion.

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.

A successful integration of Northfield Bancorp’s business with Columbia Financial, Inc.’s business will depend substantially on the ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs. Columbia Financial, Inc. may not be able to combine each company’s business without encountering difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as:

 

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the loss of key employees;

 

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the disruption of operations and business;

 

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inability to maintain and increase competitive presence;

 

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loan and deposit attrition, customer loss and revenue loss;

 

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possible inconsistencies in standards, control procedures and policies;

 

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additional costs or unexpected problems with operations, personnel, technology and credit; and/or

 

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problems with the assimilation of new operations, systems, sites or personnel, which could divert resources from regular banking operations.

Any disruption to the businesses could cause customers to remove their accounts and move their business to a competing financial institution. Integration efforts between the two companies may also divert management attention and resources. Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of Columbia Financial, Inc. and Northfield Bancorp.

Further, Columbia Financial, Inc. and Northfield Bancorp entered into the merger agreement with the expectation that the acquisition of Northfield Bancorp by Columbia Financial, Inc. will result in various benefits including, among other

 

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things, benefits relating to enhanced revenues, a strengthened market position for the surviving corporation, cross selling opportunities, technological efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of the transactions contemplated by the merger agreement is subject to a number of uncertainties, including whether the integration is completed in an efficient, effective and timely manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of Columbia Financial, Inc.’s common stock as well as increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially and adversely affect Columbia Financial, Inc.’s business, financial condition and operating results. Additionally, upon consummation of the transactions contemplated by the merger agreement, Columbia Financial, Inc. will make fair value estimates of certain assets and liabilities in recording the acquisition. Actual values of these assets and liabilities could differ from such estimates, which could result in Columbia Financial, Inc. not achieving the anticipated benefits of the acquisition. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

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.

Columbia Financial and Northfield Bancorp have incurred and Columbia Financial, Columbia Financial, Inc. and Northfield Bancorp expect to incur significant non-recurring costs associated with combining the operations of Columbia Financial, Inc. and Northfield Bancorp. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. We will also incur significant costs relating to contract termination fees for vendor contracts currently utilized by Northfield Bancorp in its operations. Columbia Financial and Northfield Bancorp have begun collecting information in order to formulate detailed integration plans to deliver anticipated cost savings; however, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. Additional unanticipated costs may be incurred in the integration of the businesses of Columbia Financial and Northfield Bancorp, and there are many factors beyond Columbia Financial’s, Columbia Financial, Inc.’s and Northfield Bancorp’s control that could affect the total amount or timing of integration costs. Although Columbia Financial and Northfield Bancorp expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.

Whether or not the merger is consummated, Columbia Financial, Columbia Financial Inc. and Northfield Bancorp will incur substantial expenses in pursuing the merger and may adversely impact Columbia Financial’s, Columbia Financial Inc.’s and Northfield Bancorp’s earnings. The completion of the merger is conditioned upon customary closing conditions, including the receipt of required governmental authorizations, consents, orders and approvals, including approval by certain federal banking regulators and required approvals from the stockholders of Columbia Financial and Northfield Bancorp. Columbia Financial and Northfield Bancorp intend to pursue all required approvals in accordance with the merger agreement. However, these approvals could be delayed or not obtained at all, and there can be no assurance that such approvals will be obtained without additional cost, on the anticipated timeframe, or at all.

Regulatory approvals for the merger may not be received, may take longer than expected or may impose conditions that are not currently anticipated or that could have an adverse effect on Columbia Financial, Inc. following the closing.

Before the merger and transactions contemplated by the merger agreement may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in any party’s regulatory standing or any other factors considered by regulators in granting such approvals, governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership.

Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the surviving corporation’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Columbia Financial, Inc. following the closing of the merger or will otherwise reduce the anticipated benefits of the merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger and the transactions contemplated by the merger agreement. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of the merger and the transactions contemplated by the merger agreement.

 

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Despite the parties’ expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither party is required under the terms of the merger agreement to take any action, commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on Columbia Financial, Inc. and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative only to the size of Northfield Bancorp and its subsidiaries, taken as a whole, without Columbia Financial and its subsidiaries).

The merger agreement may be terminated in accordance with its terms and the merger may not be completed, which could cause the results of Columbia Financial to be adversely affected, the stock prices of Columbia Financial to decline or have a material and adverse effect on the stock price of Columbia Financial and its results of operations.

If the merger is not completed for any reason, including as a result of Columbia Financial’s failure to complete the conversion, the failure of Columbia Financial’s stockholders to approve the merger or the conversion, or the failure of Northfield Bancorp’s stockholders to approve the merger, there may be various adverse consequences and Columbia Financial may experience negative reactions from the financial markets and from its respective customers and employees. Certain costs related to the transactions contemplated by the merger agreement, such as legal, accounting and certain financial advisory fees, must be paid even if the merger is not completed. Moreover, Columbia Financial may be required to pay a termination fee to Northfield Bancorp upon a termination of the merger agreement in certain circumstances. In addition, if the merger is not completed, whether because of the failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits termination of the merger agreement, or for any other reason, Columbia Financial’s stock price may decline to the extent that the current market price reflects a market assumption that the merger will be completed.

The market price for Columbia Financial, Inc. common stock following the closing of the merger may be affected by factors different from those that historically have affected or currently affect Columbia Financial common stock.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, holders of Northfield Bancorp common stock will receive shares of Columbia Financial, Inc. common stock as merger consideration. Columbia Financial, Inc.’s business and financial position will differ from the business and financial position of Columbia Financial and Northfield Bancorp before the completion of the merger and, accordingly, the results of operations of Columbia Financial, Inc. will be affected by some factors that are different from those currently affecting Columbia Financial’s results of operations and those currently affecting the results of operations of Northfield Bancorp. Accordingly, the market price and performance of the surviving corporation’s common stock is likely to be different from the performance of Columbia Financial common stock in the absence of the merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Columbia Financial, Inc.’s common stock, regardless of actual operating performance.

The future results of Columbia Financial, Inc. following the closing of the merger may suffer if Columbia Financial, Inc. does not effectively manage its expanded operations.

Following the completion of the merger, the size of the business of Columbia Financial, Inc. will increase significantly beyond the current size of Columbia Financial’s business. Columbia Financial, Inc.’s future success will depend, in part, upon its ability to manage this expanded business, including its expansion into the Staten Island and Brooklyn markets currently served by Northfield Bancorp, which may pose challenges for management, including challenges related to the management and monitoring of new operations and markets, as well as associated increased costs and complexity. Columbia Financial, Inc. may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business.

Columbia Financial will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Columbia Financial and Northfield Bancorp. These uncertainties may impair Columbia Financial’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Columbia Financial to seek to change existing business relationships with Columbia Financial.

 

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Holders of Columbia Financial common stock will have a reduced ownership and voting interest in the surviving corporation after the merger and will exercise less influence over management.

Holders of Columbia Financial common stock currently have the right to vote in the election of the board of directors and on other matters affecting Columbia Financial. Based on the number of shares of Northfield Bancorp common stock outstanding and reserved for issuance as of [●], 2026, Columbia Financial, Inc. expects to issue approximately 41,800,140 shares of Columbia Financial, Inc. common stock in the merger, assuming the final independent valuation of Columbia Financial is less than $2.3 billion and 30% of the aggregate merger consideration consists of cash. Following the completion of the merger, under such circumstances, former holders of Northfield Bancorp common stock will own approximately 15.4% and existing holders of Columbia Financial common stock (after giving effect to the conversion) will own approximately 84.6% of the common stock of the surviving corporation at the midpoint of the offering range. Additionally, Steven M. Klein and three other legacy Northfield Bancorp directors will join the Columbia Financial, Inc. board of directors as of the effective time of the Merger, and the Columbia Financial, Inc. board of directors will be expanded to 13 directors. Because of this, holders of Columbia Financial common stock may have less influence on the management and policies of the surviving corporation than they now have on the management and policies of Columbia Financial.

The merger will not be completed unless important conditions are satisfied or waived, including approval of the merger by Northfield Bancorp stockholders, approval of the merger and the conversion by Columbia Financial stockholders and depositors, and approval of the conversion by the members of Columbia Bank MHC.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or, subject to applicable law, waived, the Merger will not occur or will be delayed and each of Columbia Financial or Northfield Bancorp may lose some or all of the intended benefits of the merger. The obligations of Columbia Financial, Inc. and Northfield Bancorp to complete the merger are subject to (i) the approval of the merger agreement by the stockholders of each of Columbia Financial and Northfield Bancorp, (ii) the authorization for listing on the Nasdaq Global Select Market of the shares of Columbia Financial, Inc. common stock that will be issued as merger consideration; (iii) the receipt or provision of all non-governmental notices, consents or waivers by non-governmental third parties, except as would not reasonably be expected to have a material adverse effect on Columbia Financial, Columbia Financial, Inc. or Northfield Bancorp; (iv) the effectiveness of the Registration Statement on Form S-4 with respect to the merger and the absence of any stop order by the SEC suspending such effectiveness; (v) the receipt of all required regulatory approvals, in each case without the imposition of any materially burdensome regulatory condition; (vi) no order, injunction or decree issued by any court or governmental entity or other legal restraint or prohibition preventing the completion of the merger; (vii) the deposit of cash and certificates representing sufficient shares of Columbia Financial, Inc. common stock sufficient to pay the merger consideration; (viii) approval of the conversion by the stockholders of Columbia Financial and by the members of Columbia Bank MHC; (ix) the completion of the conversion; (x) the absence of any event that, individually or in the aggregate, has had or will reasonably be likely to have a material adverse effect on Northfield Bancorp or any of its subsidiaries; (xi) the accuracy of the representations and warranties of Columbia Financial, Inc., Columbia Financial, and Northfield Bancorp contained in the merger agreement, both as of the date of the merger agreement and as of the closing of the merger, subject to the materiality standards provided for in the merger agreement; (xii) the performance in all material respects by Columbia Financial, Inc., Columbia Financial and Northfield Bancorp of their respective obligations, covenants and agreements required to be performed under the merger agreement; and (xii) the receipt by each of the parties of an opinion of legal counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Litigation against Columbia Financial or Northfield Bancorp or the members of Columbia Financial’s or Northfield Bancorp’s board of directors, could prevent or delay the completion of the merger.

Columbia Financial stockholders or Northfield Bancorp stockholders may file lawsuits against Columbia Financial, Northfield Bancorp, and/or the boards of directors of either company in connection with the merger. Such legal proceedings could delay or prevent the merger from being completed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required regulatory and stockholders’ approvals. Moreover, any litigation could be time-consuming and expensive and could divert the attention of Columbia Financial’s and Northfield Bancorp’s management attention away from their regular business and their focus on a successful integration of the two companies. Any lawsuit adversely resolved against Columbia Financial, Northfield Bancorp or members of their respective boards of directors could have a material adverse effect on each company’s business, financial condition and results of operations.

Moreover, one of the conditions to the completion of the merger is the absence of any restraining order, injunction or decree issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, and that no governmental authority or regulatory authority of competent jurisdiction shall have enacted, promulgated or enforced any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by the merger agreement or making the merger illegal. Consequently, if a settlement or other

 

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resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive restricting, prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement (including the merger), then such injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all.

The unaudited pro forma condensed combined financial information included in this prospectus is preliminary and the actual financial condition and results of operations of the surviving corporation after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what the surviving corporation’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Northfield Bancorp identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of Northfield Bancorp as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this Prospectus. For more information, see “Pro Forma Data.”

Risks Related to Our Lending Activities

Our multifamily and commercial real estate lending practices expose us to increased lending risks and related loan losses.

At December 31, 2025, our multifamily and commercial real estate loan portfolios totaled $4.2 billion, or 50.9% of our total loan portfolio. Our current business strategy is to continue our originations of multifamily and commercial real estate loans. These loans generally expose a lender to greater risk of non-payment and loss than one-to-four family residential mortgage loans because repayment of the loans often depends on the successful operation of the properties and the income stream of the borrowers. These loans involve larger loan balances to single borrowers or groups of related borrowers compared to one-to-four family residential mortgage loans. Further, we may increase our loans to individual borrowers, which would result in larger loan balances. To the extent that borrowers have more than one multifamily or commercial real estate loan outstanding, an adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential real estate loan. Moreover, if loans that are collateralized by multifamily or commercial real estate properties become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for credit losses and adversely affect our earnings and financial condition.

Imposition of limits by the bank regulators on commercial and multifamily real estate lending activities could curtail our growth and adversely affect our earnings.

The OCC, the Federal Deposit Insurance Corporation (the “FDIC”) and the Federal Reserve Board (collectively, the “Agencies”) previously issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance does not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by approximately 50% during the preceding 36 months. The balance of these real estate loans represented 350.9% of Columbia Bank’s total risk-based capital at December 31, 2025, and our commercial real estate loan portfolio increased by 4.5% during the preceding 36 months.

In 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”). In the 2015 Statement, the Agencies, among other things, indicate the intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward. If the OCC, our primary federal regulator, were to impose restrictions on the amount of commercial real estate loans we can hold in our portfolio, for reasons noted above or otherwise, our earnings would be adversely affected.

Following completion of the merger of Northfield Bank into Columbia Bank, on a pro forma basis, at December 31, 2025, commercial real estate loans would represent approximately 269% and 212% of Columbia Bank’s total risk-based capital at the adjusted minimum and midpoint of the offering range, respectively.

 

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Our origination of construction loans exposes us to increased lending risks.

We originate commercial construction loans, including speculative construction loans, primarily to professional builders for the construction and acquisition of personal residences, apartment buildings, retail, industrial/warehouse, office buildings and special purpose facilities. Speculative construction loans are loans made to builders who have not identified a buyer for the completed property at the time of loan origination. At December 31, 2025, $469.4 million, or 5.7%, of our loan portfolio, consisted of construction loans, of which $218.4 million or 46.5% consisted of speculative construction loans. In addition, we originate residential construction loans primarily on a construction-to-permanent basis with such loans converting to an amortizing loan following the completion of the construction phase. Our construction loans present a greater level of risk than loans secured by improved, occupied real estate due to: (1) the increased difficulty at the time the loan is made of estimating the building costs and the selling price of the property to be built; (2) the increased difficulty and costs of monitoring the loan; (3) the higher degree of sensitivity to increases in market rates of interest; and (4) the increased difficulty of working out loan problems. In addition, with respect to speculative construction loans, repayment often depends on the successful construction or development and ultimate sale of the property and, possibly, unrelated cash needs of the borrowers. Further, construction costs may exceed original estimates as a result of increased materials, labor or other costs. Construction loans also often involve the disbursement of funds with repayment dependent, in part, on the success of the project and the ability of the borrower to sell or lease the property or refinance the indebtedness.

Our concentration of residential mortgage loans exposes us to increased lending risks.

At December 31, 2025, $2.6 billion or 31.0%, of our loan portfolio was secured by one-to-four family real estate, a significant majority of which is located in the State of New Jersey, and to a lesser extent New York and Pennsylvania. One-to-four family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values as a result of a downturn in the local housing market or in the markets in neighboring states in which we originate residential mortgage loans could reduce the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

Our commercial business lending activities expose us to additional lending risks.

We make commercial business loans in our market area to a variety of professionals, sole proprietorships, partnerships and corporations. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property, the value of which tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise, may fluctuate in value and may depend on the borrower’s ability to collect receivables. We have increased our focus on commercial business lending in recent years and intend to continue to focus on this type of lending in the future.

If our allowance for credit losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.

In determining the amount of the allowance for credit losses, we evaluate loans individually and establish credit loss allowances for specifically identified impairments. For loans not individually analyzed, we estimate losses and establish reserves based on reasonable and supportable forecasts and adjustments for qualitative factors. If the assumptions used in our calculated methodology are inaccurate, our allowance of credit losses may not be sufficient to cover losses inherent in our loan portfolio, which may require additions to our allowance and may decrease our net income. Our emphasis on commercial loan growth and on increasing our portfolio, as well as any future credit deterioration, will require us to increase our allowance further in the future.

In addition, our banking regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses. Any increase in our allowance for credit losses or loan charge-offs as required by regulatory authorities may have a material adverse effect on our results of operations and financial condition.

 

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The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the New Jersey and metropolitan New York and Philadelphia economies.

While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans secured by property located throughout New Jersey and in metropolitan New York and Philadelphia. In addition, following the completion of our merger with Northfield Bancorp, a significant portion of the combined company’s loan portfolio will also be comprised of loans secured by property located in Staten Island and Brooklyn. This makes us vulnerable to a downturn in the regional economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Decreases in regional real estate values caused by economic conditions, recent changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in regional economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for credit losses, which in turn could necessitate an increase in our provision for credit losses and a resulting reduction to our earnings and capital.

Economic conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and securities, and our ongoing operations, costs and profitability. Further, declines in real estate values and sales volumes and elevated unemployment levels may result in higher loan delinquencies, increases in our non-performing and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and results of operations. Reduction in problem assets can be slow, and the process can be exacerbated by the condition of the properties securing non-performing loans and lengthy foreclosure processes. To the extent that we must work through the resolution of assets, economic problems may cause us to incur losses and adversely affect our capital, liquidity, and financial condition.

Northfield Bancorp’s New York multifamily loan portfolio may continue to be adversely affected by changes in legislation or regulation.

At the effective time of the merger, we will acquire Northfield Bancorp and its loan portfolio. At December 31, 2025, Northfield Bancorp had approximately $418.8 million of New York multifamily loans that have some form of rent stabilization or rent control. Pro forma for the merger, this portfolio will initially represent [●]% of our total loan portfolio. In 2019, the New York State legislature passed the Housing Stability and Tenant Protection Act of 2019, impacting about one million rent regulated apartment units. Among other things, the legislation: (i) curtails rent increases from material capital improvements and individual apartment improvements; (ii) all but eliminates the ability for apartments to exit rent regulation; (iii) does away with vacancy decontrol and high-income deregulation; and (iv) repealed the 20% vacancy bonus. This legislation generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent regulated apartments to market rate apartments. For example, the New York City Rent Guidelines Board established that on certain apartments, for a one-year lease beginning on or after September 30, 2024, the maximum rent increase is 3.0%, even when the overall inflation rate has increased at a higher rate.

The recent election of Zohran Mamdani as Mayor of New York City introduces potential policy changes that could affect the city’s multifamily housing market. The administration has expressed support for rent freezes and expanded tenant protections, which, if enacted, may reduce rental income and property values across multifamily properties. These market dynamics could adversely impact the credit quality of our borrowers. Lower property cash flows may impair borrowers’ ability to service existing debt. In addition, a sustained decline in collateral values could elevate loan-to-value ratios and reduce recovery prospects in the event of foreclosure.

 

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Risks Related to Our Growth Strategies

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets and deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available, or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding deposit and lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence and that require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in modernizing existing facilities, opening new branches or deploying new services.

We are subject to certain risks in connection with our strategy of growing through mergers and acquisitions.

Mergers and acquisitions are currently a component of our business model and growth strategy. Since 2019, we have acquired Atlantic Stewardship Bank, Roselle Bank, Freehold Bank and RSI Bank. It is possible that we could acquire other banking institutions, following our acquisition of Northfield Bancorp, other financial services companies or branches of banks in the future. Acquisitions typically involve the payment of a premium over book and trading values and, therefore, may result in the dilution of our tangible book value per share. Our ability to engage in future mergers and acquisitions depends on various factors, including: (1) our ability to identify suitable merger partners and acquisition opportunities; (2) our ability to finance and complete transactions on acceptable terms and at acceptable prices; and (3) our ability to receive the necessary regulatory and, when required, stockholder approvals. Our inability to engage in an acquisition or merger for any of these reasons could have an adverse impact on the implementation of our business strategies. Furthermore, mergers and acquisitions involve a number of risks and challenges, including (1) our ability to achieve planned synergies and to integrate the branches and operations we acquire, and the internal controls and regulatory functions into our current operations; (2) the integration process could adversely affect our ability to maintain relationships with existing customers; (3) the diversion of management’s attention from existing operations, which may adversely affect our ability to successfully conduct our business and negatively impact our financial results and (4) our ability to identify potential asset quality issues or contingent liabilities during the due diligence process.

We may be required to write down goodwill and other acquisition-related identifiable intangible assets.

When we acquire a business, a portion of the purchase price of the acquisition typically is allocated to goodwill and other identifiable intangible assets. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired determines the amount of the purchase price that is allocated to goodwill acquired. As of December 31, 2025, goodwill and other identifiable intangible assets were $117.7 million. Under current accounting guidance, if we determine that goodwill or intangible assets are impaired, we would be required to write down the value of these assets. We conduct an annual review to determine whether goodwill and other identifiable intangible assets are impaired. We conduct a quarterly review for indicators of impairment of goodwill and other identifiable intangible assets. Our management recently completed these reviews and concluded that no impairment charge was necessary for the year ended December 31, 2025. We cannot provide assurance whether we will be required to take an impairment charge in the future. Any impairment charge would have a negative effect on our stockholders’ equity and financial results and may cause a decline in our stock price.

Risks Related to Our Business and Industry Generally

Ineffective liquidity management could adversely affect our financial results and condition.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet customer loan requests, customer deposit maturities/withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances causing industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy

 

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generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in the geographic markets in which our loans and operations are concentrated or difficult credit markets. Our access to deposits may also be affected by the liquidity needs of our depositors. In particular, a majority of our liabilities are checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial majority of our assets are loans, which cannot be called or sold in the same time frame. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations or financial condition.

Changes in interest rates or the shape of the yield curve may hurt our profits and asset values and our strategies for managing interest rate risk may not be effective.

We are subject to significant interest rate risk as a financial institution with a high percentage of fixed rate loans and certificates of deposit on our balance sheet. Our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets. Changes in the general level of interest rates can affect our net interest income by affecting the difference between the weighted-average yield earned on our interest-earning assets and the weighted-average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect: (1) our ability to originate loans; (2) the value of our interest-earning assets and our ability to realize gains from the sale of such assets; (3) our ability to obtain and retain deposits in competition with other available investment alternatives; and (4) the ability of our borrowers to repay their loans, particularly adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond our control.

The fair value of our investments has declined materially in the past and could decline further due to a variety of factors.

Most of our investment securities portfolio is designated as available-for-sale. Accordingly, unrealized gains and losses, net of tax, in the estimated fair value of the available-for-sale portfolio is recorded as other comprehensive income, a separate component of stockholders’ equity. Due to increases in interest rates in 2022 and 2023, the fair value of our investment portfolio declined, causing a corresponding decline in stockholders’ equity. Future increases in interest rates could lead to a corresponding decline in stockholders’ equity. Management believes that several factors will affect the fair values of the investment portfolio, including, but not limited to, changes in interest rates or expectations of changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation and the slope of the interest rate yield curve. In addition, any adverse development in the factors used to assess credit related impairment could require us to recognize an impairment in the value of our investment securities portfolio, which could have an adverse effect on our results of operations in future periods

Financial challenges at other banking institutions could lead to depositor concerns that spread within the banking industry causing disruptive and destabilizing deposit outflows.

In 2023, Silicon Valley Bank and Signature Bank experienced large deposit outflows coupled with insufficient liquidity to meet withdrawal demands, resulting in the institutions being placed into Federal Deposit Insurance Corporation (“FDIC”) receivership. Additionally, in 2023, First Republic Bank experienced similar circumstances which resulted in the institution being placed in FDIC receivership. In the aftermath of these events, there has been substantial market disruption and concerns that diminished depositor confidence could spread across the banking industry, leading to deposit outflows that could destabilize other institutions. To strengthen public confidence in the banking system, the FDIC took action to protect funds held in uninsured deposit accounts at Silicon Valley Bank and Signature Bank following the placement of those institutions into receivership. However, the FDIC has not committed to protecting uninsured deposits in other institutions that experience outsized withdrawal demands. At December 31, 2025, the aggregate amount of our uninsured deposits (deposits in amounts greater than or equal to $250,000, which is the maximum amount for federal deposit insurance) was $3.3 billion. This amount included municipal deposits of $944.6 million, which are collateralized, and intercompany deposits of $42.6 million. At December 31, 2025, we had approximately $3.1 billion in available liquidity, including $340.8 million in cash and cash equivalents, which was sufficient to cover the majority of our uninsured deposits. Notwithstanding our significant liquidity, large deposit outflows could adversely affect our financial condition and results of operations and could result in the closure of Columbia Bank. Furthermore, the recent bank failures may result in strengthening of capital and liquidity rules which, if the revised rules apply to us, could adversely affect our financial condition and results of operations.

 

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Municipal deposits are an important source of funds for us and a reduced level of such deposits may hurt our profits.

Municipal deposits are an important source of funds for our lending and investment activities. At December 31, 2025, $1.0 billion, or 11.9% of our total deposits were comprised of municipal deposits, including public funds deposits from local government entities primarily domiciled in the State of New Jersey. Given our use of these high-average balance municipal deposits as a source of funds, our inability to retain such funds could have an adverse effect on our liquidity. In addition, our municipal deposits are primarily demand deposit accounts or short-term deposits and therefore are more sensitive to changes in interest rates. If we are forced to pay higher rates on our municipal deposits to retain those funds, or if we are unable to retain those funds and we are forced to turn to borrowing sources for our lending and investment activities, the interest expense associated with such borrowings may be higher than the rates we are paying on our municipal deposits, which could adversely affect our net income. On a pro forma basis, following our acquisition of Northfield Bancorp, our combined municipal deposits would be $2.0 billion, or approximately 16.1% of our total deposits, at December 31, 2025.

We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

Our business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity, or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on us.

Our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We likely will expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities.

Security breaches and cybersecurity threats could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. We, our customers, and other financial institutions with which we interact, are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations.

While we have established policies and procedures to prevent or limit the impact of cyber attacks, there can be no assurance that such events will not occur or will be adequately addressed if they do. In addition, we also outsource certain cybersecurity functions, such as penetration testing to third party service providers, and the failure of these service providers to adequately perform such functions could increase our exposure to security breaches and cybersecurity threats. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other malicious code and cyber attacks that could have an impact on information security. Any such breach or attacks could compromise our networks and the information stored could be accessed, publicly disclosed, lost or stolen. Any such unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties; disrupt our operations and the services we provide to customers; damage our reputation; and cause a loss of confidence in our products and services, all of which could adversely affect our financial condition and results of operations.

We must keep pace with technological change to remain competitive.

Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services market and made it possible for financial technology companies and other

 

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non-bank entities to offer financial products and services traditionally provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.

Our business may be materially affected by the emergence of disruptive new technologies or approaches enabled by the rapid pace of innovation unfolding in the artificial intelligence space.

The safe and responsible integration of artificial intelligence, or “AI,” functionality as it rapidly evolves presents emerging ethical and legal challenges, and the use of such technologies may result in diminished brand trust and reputational harm. As with many innovations, AI presents risks and challenges that could significantly disrupt our business model. In addition, the use of AI by bad actors presents increasingly complex and sophisticated security threats to our confidential customer and employee data as well as confidential data of our company, and we must make additional efforts to maintain network security.

The regulatory landscape surrounding AI technologies is evolving, and the ways in which these technologies will be regulated by governmental authorities, self-regulatory institutions, or other regulatory authorities remains uncertain and may be inconsistent from jurisdiction to jurisdiction. Certain jurisdictions in which we operate are considering or have proposed or enacted legislation and policies regulating AI and non-personal data. Such regulations may result in operational costs to modify, maintain, or align our business practices, or constrain our ability to develop, deploy, or maintain these technologies.

Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks.

We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or outside persons, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control system and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Although our control testing has not identified any significant deficiencies in our internal control system, a breakdown in our internal control system, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.

The building of market share through our branch office strategy, and our ability to achieve profitability on new branch offices, may increase our expenses and negatively affect our earnings.

We believe there are branch expansion opportunities within our market area and adjacent markets, including other states, and we will seek to grow our deposit base by adding branches to our existing branch network. There are considerable costs involved in opening branch offices, especially in light of the capabilities needed to compete in today’s environment. Moreover, new branch offices generally require a period of time to generate sufficient revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, new branch offices could negatively impact our earnings and may do so for some period of time. Our investments in products and services, and the related personnel required to implement new policies and procedures, take time to earn returns and can be expected to negatively impact our earnings for the foreseeable future. The profitability of our expansion strategy will depend on whether the income that we generate from the new branch offices will offset the increased expenses resulting from operating these branch offices.

Strong competition within our market area could hurt our profits and slow growth.

Our profitability depends upon our continued ability to compete successfully in our market area. We face intense competition both in making loans and attracting deposits. We continue to face stiff competition for one-to-four family residential loans from other financial service providers, including large national residential lenders and local community banks. Other competitors for one-to-four family residential loans include credit unions and mortgage brokers which keep overhead costs and mortgage rates down by selling loans and not holding or servicing them. Our competitors for commercial real estate and multifamily loans include other community banks, commercial lenders and insurance companies, some of which are larger than us and have greater resources and lending limits than we have and offer services that we do not provide, along with government agencies such as the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National Mortgage Association (“Fannie Mae”) and the Government National Mortgage Association (“Ginnie Mae”). Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We expect competition to remain strong in the future.

 

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In addition, competition with non-banks, including technology companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products. Federal and state bank regulatory agencies have demonstrated a willingness to charter non-traditional bank charter applicants, such as fintechs, which increases competition in the industry. In addition, other fintechs, through commercials relationships with existing banks, in effect offer deposit products to their customers under current and proposed interagency guidelines on third-party relationships. In addition to fintechs, the large technology companies have begun to make efforts toward providing financial services directly to their customers and are expected to continue to explore new ways to do so. Many of these companies, including our competitors, have fewer regulatory constraints, and some have lower cost structures, in part due to lack of physical locations and regulatory compliance costs. Some of these companies also have greater resources to invest in technological improvements than we currently have.

Acts of terrorism and other external events could impact our ability to conduct business.

Financial institutions have been and continue to be targets of terrorist threats aimed at compromising operating and communication systems. Additionally, the metropolitan New York area and northern New Jersey remain central targets for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. The occurrence of any such event could have a material adverse effect on our business, operations and financial condition.

Climate change, severe weather, global pandemics, natural disasters, and other external events could significantly impact our business.

Natural disasters, including severe weather events, global pandemics, and other adverse external events could have a significant impact on our ability to conduct business or upon third parties who perform operational services for us. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in lost revenue, or cause us to incur additional expenses.

Rapidly evolving economic, social and political conditions or civil unrest in the United States, may affect the markets in which we operate, our customers, our ability to provide customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

Our business may be adversely affected by instability, disruption or destruction in the markets in which we operate, regardless of cause, including tariffs, government shutdowns, war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including storms, or other events beyond our control. Such events can increase levels of political and economic unpredictability, result in property damage and business closures within our markets and increase the volatility of the financial markets. Any of these effects could have a material and adverse impact on our business and results of operations. These events also pose significant risks to Columbia Financial’s personnel and to physical facilities, transportation and operations, which could materially adversely affect Columbia Financial’s financial results.

Regulation of the financial services industry is intense, and we may be adversely affected by changes in laws and regulations.

We are subject to extensive government regulation, supervision and examination. Such regulation, supervision and examination govern the activities in which we may engage and are intended primarily for the protection of the federal deposit insurance fund and Columbia Bank’s depositors. Any future legislative or regulatory changes could have a material impact on our profitability, the value of assets held for investment or the value of collateral for loans. Future legislative changes could also require changes to business practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk. Federal regulatory agencies also have the ability to take strong supervisory actions against financial institutions that have experienced increased loan production and losses and other underwriting weaknesses or have compliance weaknesses. These actions include entering into formal or informal written agreements and cease and desist orders that place certain limitations on their operations, and/or they can impose fines. If we were to become subject to a regulatory action, such action could negatively impact our ability to execute our business plan, and result in operational restrictions, as well as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions. See “—Regulation and Supervision — Federal Banking Regulations-Capital Requirements” for a discussion of regulatory capital requirements.

 

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We may be unable to disclose some regulatory restrictions or limitations on our operations imposed by our regulators, even if material to our business.

As part of our regular examination process, our regulators may advise us to operate under various restrictions as a prudential matter. Any such actions or restrictions, if and in whatever manner imposed, could adversely affect our costs and revenues. Moreover, efforts to comply with any such nonpublic supervisory actions or restrictions may require material investments in additional resources and systems, as well as a significant commitment of managerial time and attention. As a result, such supervisory actions or restrictions, if and in whatever manner imposed, could have a material adverse effect on our business and results of operations; and, in certain instances, we may not be able to publicly disclose these matters, even if material to our business.

As a larger financial institution, we are subject to additional regulation and increased supervision.

Columbia Financial’s assets totaled $11.0 billion as of December 31, 2025. 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. We have been subject to such requirements since 2022.

As we continue to grow in size through our acquisition of Northfield Bancorp and through organic growth, we can expect greater regulatory scrutiny and expectations requiring us to invest significant management attention and make additional investments in staff and other resources to comply with applicable regulatory expectations. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations may have on us, these changes could be material. The increased regulatory costs resulting from Columbia Financial being a larger financial institution may negatively impact Columbia Financial’s revenue and earnings.

Changes resulting from updated regulations and laws could include increased regulatory oversight, higher capital requirements or changes in the way regulatory capital is calculated, and the impositions of additional restrictions through regulatory changes or supervisory or enforcement activities, each of which could have a material impact on our business.

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

As a financial services company, many aspects of our business involve substantial risk of legal liability. From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilities. In addition, at any given time, we are involved in a number of legal and regulatory examinations and investigations as a part of reviews conducted by regulators and other parties, which may involve banking, securities, consumer protection, employment, tort, and numerous other laws and regulations. Whether customer claims or legal and/or regulatory action related to the performance of our responsibilities are founded or unfounded, they may result in significant expenses, attention from management and financial liability, even if they are resolved in a manner favorable to us. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. There is no assurance that litigation with private parties will not increase in the future. In addition, regulatory actions or investigations may result in judgments, settlements, fines, penalties or other results adverse to us, which could materially adversely affect our business, financial condition or results of operations, or cause reputational harm to us.

Our ability to manage reputational risk is critical to attracting and maintaining customers, investors and employees and to the success of our business, and the failure to do so may materially adversely affect our performance.

As a bank with strong local and community relationships, our reputation is a valuable component of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities in our market area. We strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected.

 

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Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, the perception of unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity breaches and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our operating results.

Social media may exacerbate the risk of negative publicity, including by amplifying and accelerating the dissemination of rumors and disinformation. The Financial Stability Board, an international body that monitors and makes recommendations about the global financial system, released a report in October 2024 acknowledging the potential for social media to facilitate or accelerate deposit runs through the propagation of information, including rumors or false information. In its report, the Financial Stability Board noted that the repetition of information in social media, which users experience through the re-posting or liking of other individuals’ posts, can reinforce a message and may make the message more believable.

We are subject to environmental, social and governance risks that could adversely affect our reputation and the trading price of our common stock.

We are subject to a variety of environmental, social and governance risks that arise out of the set of concerns that together comprise what have become commonly known as “ESG matters.” Risks arising from ESG matters may adversely affect, among other things, our reputation and the trading price of our common stock.

We have multiple stakeholders, among them stockholders, customers, employees, federal and state regulatory authorities, and political entities. Often those stakeholders have differing, and sometimes conflicting, priorities and expectations regarding ESG issues. In addition, certain federal and state laws and regulations related to ESG issues may include provisions that conflict with other laws and regulations, which may increase our costs or limit our ability to conduct business in certain jurisdictions. For example, there is an increasing number of state-level anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements or our various stakeholders’ expectations. In addition, beginning in 2025, corporate diversity, equity and inclusion practices have come under increasing scrutiny and the current Administration issued a number of executive orders, including orders focused on affirmative action programs of federal contractors, which indicate increased scrutiny of diversity, equity and inclusion initiatives at private, non-governmental entities, including publicly traded companies.

The federal executive branch agencies are expected to continue their focus on such programs and policies, including to further define what may constitute an “illegal” program or policy. Such divergent, sometimes conflicting views on ESG-related matters increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders. Failing to comply with expectations and standards from investors, customers, regulators, policymakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholders’ expectations, could also lead to loss of business, adverse publicity, an adverse impact on our reputation, customer complaints, or public protests.

Any adverse publicity or adverse impact on our reputation in connection with ESG, any shifts in investing priorities among investors, or any loss of business resulting from any of the foregoing, may result in adverse effects on the trading price of our common stock and/or our business, operations and earnings.

Risks Related to the Offering

The future price of the shares of common stock may be less than the $10.00 purchase price per share in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price in the offering. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to material change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new federal and/or state laws and regulations, investor perceptions of Columbia Financial, Inc., our success after the merger in integrating the business of Northfield Bancorp, and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

 

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Various factors may have an adverse effect on our financial performance.

We intend to contribute 50% of the net proceeds from the offering to Columbia Bank’s capital. The remaining net proceeds from the offering will be used in part to fund a loan to employee stock ownership plan to finance its purchase of shares in the offering (or possibly, after the offering, in open market purchases), approximately $179.1 million will be used to finance the cash portion of the merger consideration at the midpoint of the offering range, and the balance will be retained by Columbia Financial, Inc. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including, subject to regulatory limitations, the repurchase of shares of common stock and the payment of dividends. Columbia Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. Except as noted in this prospectus, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. We have not established a timetable for reinvesting the net proceeds, and we cannot predict how long we will be required to reinvest the net proceeds. Our failure to utilize these funds effectively would reduce our profitability and may adversely affect the value of our common stock.

Our return on equity may be low following the offering, which could negatively affect the trading price of our shares of common stock.

Net income divided by average stockholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity may be low until we are able to leverage the additional capital we receive from the offering. Our return on equity will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt after the offering. Until we can increase our net interest income and non-interest income, achieve cost efficiency in the merger and leverage the capital raised in the offering, we expect our return on equity to be low, which may reduce the market price of our shares of common stock.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the conversion and the offering, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards actually granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. In the event we adopt stock-based benefit plans within 12 months following the conversion, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 2.45% and 6.20%, respectively, of the total shares of our common stock sold in the offering. If we award restricted shares of common stock or grant options in excess of these amounts under stock-based benefit plans adopted more than 12 months after the completion of the conversion, our costs would increase further.

In addition, we will recognize compensation expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize compensation expense for restricted stock awards and stock options over the vesting period of awards made to recipients. We anticipate that in the first full fiscal year following the offering, our incremental compensation expense for employee stock ownership plan (“ESOP”) shares purchased in the offering and for our new stock-based benefit plans will significantly increase our overall compensation expense as compared to 2025. For further discussion of our proposed stock-based plans, please refer to the section of this prospectus titled “Executive and Director Compensation—Benefits to be Considered Following Completion of the Offering.”

The implementation of stock-based benefit plans may dilute your ownership interest.

One or more new stock-based benefit plans that we adopt following the offering may be funded either through open market purchases or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. Although our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a [●]% dilution in ownership interest at the maximum of the offering range in the event newly issued shares of our common stock are used to fund stock options and shares of restricted common stock in amounts equal to 6.20% and 2.45%, respectively, of the shares sold in the offering. In the event we adopt the plans more than 12 months following the conversion, new stock-based benefit plans would not be subject to these limitations, and stockholders could experience greater dilution.

 

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Although the implementation of new stock-based benefit plans would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by banks and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

We currently expect that the number of shares available for grants of common stock and stock options will not exceed 2.45% and 6.20%, respectively, of the number of shares of common stock sold in the offering, regardless of when those plans are adopted. If, however, we adopt stock-based benefit plans more than 12 months following the completion of the offering, we would be permitted under applicable regulations to adopt equity plans under which we could grant shares of common stock or stock options exceeding these amounts. If we adopt stock-based benefit plans that provide for awards in excess of these amounts, our expenses associated with those plans would exceed the amounts estimated in the section of this prospectus titled “Pro Forma Data.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in the section of this prospectus titled “Executive and Director Compensation — Benefits to be Considered Following Completion of the Offering.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our articles of incorporation and bylaws and state and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of Columbia Financial, Inc. without our board of directors’ approval. Under regulations applicable to the conversion, for a period of three years following completion of the conversion, no person may offer to acquire or acquire beneficial ownership of more than 10% of our common stock without the prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must obtain the approval of the Federal Reserve Board before acquiring control of a savings and loan company. There are also provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors, including through our employee stock ownership plan, and other factors may make it more difficult for companies or persons to acquire control of Columbia Financial, Inc. without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock. For additional information, see “Restrictions on Acquisition of Columbia Financial, Inc.”

Our bylaws provide that, subject to limited exceptions, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

The bylaws of Columbia Financial, Inc. provide that, unless Columbia Financial, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Columbia Financial, Inc. (ii) any action asserting a claim of breach of a fiduciary duty owed to Columbia Financial, Inc.’s or Columbia Financial, Inc.’s stockholders, by any director, officer or other employee of Columbia Financial, Inc. (iii) any action asserting a claim arising pursuant to any provision of Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it believes is more favorable for disputes with Columbia Financial, Inc. and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

 

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The market price of our stock value may be negatively affected by applicable regulations that restrict stock repurchases by Columbia Financial, Inc.

Applicable regulations restrict us from repurchasing our shares of common stock during the first year following the offering except to fund the grants of restricted stock under the stock-based incentive plan or unless extraordinary circumstances exist and may limit us from repurchasing our shares of common stock during the first three years following the offering. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the offering and any limitations on our ability to repurchase our shares of common stock during the first three years following the offering may negatively affect our stock price.

You may not revoke your decision to purchase shares of Columbia Financial, Inc. common stock in the subscription or community offerings after you send us your order.

Funds submitted or withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the offering, including any extension of the expiration date. Because completion of the offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [●], or the number of shares to be sold in the offering is increased to more than 192,625,000 shares or decreased to fewer than 142,375,000 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted to certain current or former depositors and certain borrowers of Columbia Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received a letter from RP Financial, our independent appraiser, which states its belief, without having undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service, that as a factual matter the subscription rights will have no ascertainable market value; however, such letter is not binding on the Internal Revenue Service.

 

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A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include, but are not limited to:

 

•

statements of our goals, intentions and expectations;

 

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statements regarding our business plans, prospects, growth and operating strategies;

 

•

statements regarding the quality of our loan and securities portfolios; and

 

•

estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among other things, the following factors:

 

•

failure to complete the conversion;

 

•

failure to successfully integrate our business with that of Northfield Bancorp, or to integrate them in a timely manner;

 

•

failure to achieve anticipated cost savings, or to achieve cost savings in a timely manner;

 

•

costs, customer loss and business disruption in connection with the acquisition or the integration of our companies that may be greater than expected;

 

•

failure to receive governmental approvals without adverse regulatory conditions;

 

•

failure to obtain required stockholder and member approvals;

 

•

general economic conditions, either nationally or in our market area, that are worse than expected, including recessionary conditions;

 

•

changes in the interest rate environment that reduce our net interest margin, reduce the fair value of financial instruments or reduce the demand for our loan products;

 

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increased competitive pressures among financial services companies;

 

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changes in consumer spending, borrowing and savings habits;

 

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changes in the quality and composition of our loan or securities portfolios;

 

•

changes in real estate market values in our market area;

 

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decreased demand for loan products, deposit flows, competition, or demand for financial services in our market area;

 

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major catastrophes such as earthquakes, floods or other natural or human disasters and pandemics and infectious disease outbreaks, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

 

•

legislative or regulatory changes that adversely affect our business or changes in the monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board;

 

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the effect of the imposition of tariffs and any retaliatory responses;

 

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the impact of any federal government shutdowns;

 

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the effect of war, terrorism, riots, civil insurrection or social unrest, or other events beyond our control;

 

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our ability to enter new markets successfully and capitalize on growth opportunities;

 

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our ability to grow our franchise through acquisitions and to successfully integrate any acquired entities;

 

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technological changes that may be more difficult or expensive than expected, and our inability to respond to emerging technological trends in a timely manner could have a negative impact on our revenue;

 

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success or consummation of new business initiatives may be more difficult or expensive than expected;

 

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adverse changes in the securities markets;

 

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cyber attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information;

 

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the inability of third party service providers to perform;

 

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•

the impact of legal, judicial and regulatory proceedings or investigations, and

 

•

changes in accounting policies and practices, as may be adopted by bank regulatory agencies or the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statements can be guaranteed. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Further information on other factors that could affect us are included in the section captioned “Risk Factors.”

 

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

OF COLUMBIA FINANCIAL AND SUBSIDIARIES

The summary financial information presented below is derived in part from Columbia Financial’s consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at December 31, 2023, 2022 and 2021, and for the years ended December 31, 2022 and 2021, is derived in part from our audited financial statements that do not appear in this prospectus. The information presented below reflects Columbia Financial on a consolidated basis and does not include the financial condition, results of operations or other data of Columbia Bank MHC.

 

		At and For the Year Ended December 31,
		2025				2024				2023				2022				2021
		(Dollars in thousands, except share and per share data)
Financial Condition Data:
Total assets		$	11,018,793			$	10,475,493			$	10,645,568			$	10,408,169			$	9,224,097
Total and cash equivalents			340,806				289,223				423,249				179,228				70,963
Investment securities available-for-sale			1,122,017				1,025,946				1,093,557				1,328,634				1,703,847
Investment securities held-to-maturity			396,233				392,840				401,154				421,523				429,734
Equity securities			6,802				6,673				4,079				3,384				2,710
Loans receivable, net			8,224,809				7,856,970				7,819,441				7,624,761				6,297,912
Deposits			8,444,079				8,096,149				7,846,556				8,001,159				7,570,216
Federal Home Loan Bank advances			64,604				60,387				81,022				58,114				23,141
Stockholders’ equity			1,160,728				1,080,376				1,040,335				1,053,595				1,079,081
Operating Data:
Interest income			470,951				451,426				394,978				309,670				270,150
Interest expense			249,317				273,444				189,102				42,893				37,016
Net interest income			221,634				177,982				205,876				266,777				233,134
Provision for (reversal of) credit losses			9,822				14,451				4,787				5,485				(9,953	)
Net interest income after provision for (reversal of) credit losses			211,812				163,531				201,089				261,292				243,087
Non-interest income			37,069				1,894				27,379				30,400				38,831
Non-interest expense			180,982				181,335				182,417				174,816				155,737
Income (loss) before income tax expense (benefit)			67,989				(15,910	)			46,051				116,876				126,181
Income tax expense (benefit)			16,223				(4,257	)			9,965				30,703				34,132
Net income (loss)			51,766				(11,653	)			36,086				86,173				92,049
Weighted average common shares outstanding — basic			101,810,752				101,676,758				102,656,388				105,580,823				104,156,112
Weighted average common shares outstanding — diluted			101,810,752				101,839,507				102,894,969				106,193,161				104,156,112

 

		At and For the Year Ended December 31,
		2025				2024				2023				2022				2021
Performance Ratios:
Return on average assets			0.48	%			(0.11	)%			0.35	%			0.88	%			1.01	%
Return on average equity			4.63				(1.11	)			3.29				8.09				8.98
Interest rate spread(1)			1.63				1.17				1.62				2.82				2.62
Net interest margin(2)			2.24				1.82				2.16				2.98				2.76
Non-interest expense to average assets			1.70				1.73				1.80				1.74				1.71
Efficiency ratio(3)			69.92				100.81				78.20				58.63				57.26
Average interest-earning assets/average interest-bearing liabilities			124.84				124.02				125.32				130.79				133.17
Average equity to average assets
Capital Ratios:(4)
Total capital (to risk-weighted assets)			14.09				14.41				14.02				14.12				15.39
Tier 1 capital (to risk-weighted assets)			13.20				13.56				13.22				13.32				14.38
Common equity Tier 1 capital (to risk-weighted assets)			13.20				13.56				13.22				13.32				14.38
Core (Tier 1) capital (to adjusted total assets)			9.67				9.64				9.48				9.74				9.80

 

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		At and For the Year Ended December 31,
		2025				2024				2023				2022				2021
Asset Quality Ratios:
Allowance for loan losses as a percent of gross loans			0.82	%			0.76	%			0.70	%			0.69	%			0.99	%
Allowance for loan losses as a percent of non-performing loans			176.84				276.29				436.65				785.64				1,591.50
Net charge-offs to average outstanding loans during the period			0.03				0.07				0.01				—				0.03
Non-performing loans as a percent of gross loans(5)			0.46				0.28				0.16				0.09				0.06
Non-performing assets as a percent of total assets(5)			0.34				0.22				0.12				0.06				0.04
Other Data:
Number of offices			71				69				67				67				64

(1)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(2)	Represents net interest income as a percent of average interest-earning assets.

(3)	Represents non-interest expense divided by the sum of net interest income and non-interest income.

(4)	Ratios are for Columbia Bank.

(5)	Non-performing loans include loans on non-accrual, accruing loans past due 90 days or more and non-performing assets include non-performing loans and other real estate owned.

 

40

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

OF NORTHFIELD BANCORP AND SUBSIDIARIES

The summary financial information presented below is derived in part from Northfield Bancorp’s consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-[●]. The information as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 is derived in part from the audited consolidated financial statements of Northfield Bancorp that appear in this prospectus. The information at December 31, 2023, 2022 and 2021, and for the years ended December 31, 2022 and 2021, is derived in part from audited financial statements of Northfield Bancorp that do not appear in this prospectus.

 

		At December 31,
		2025				2024				2023				2022				2021
		(Dollars in thousands)
Selected Financial Condition Data:
Total assets		$	5,754,010			$	5,666,378			$	5,598,396			$	5,601,293			$	5,430,542
Cash and cash equivalents			163,951				167,744				229,506				45,799				91,068
Trading securities			15,215				13,884				12,549				10,751				13,461
Debt securities available-for-sale, at estimated fair value			1,412,419				1,100,817				795,464				952,173				1,208,237
Debt securities held-to-maturity, at amortized cost			8,339				9,303				9,866				10,760				5,283
Equity securities			5,000				14,261				10,629				10,443				5,342
Loans held-for-sale			—				4,897				—				—				—
Loans held-for-investment, net			3,856,773				4,022,224				4,203,654				4,243,693				3,806,617
Allowance for credit losses			(38,144	)			(35,183	)			(37,535	)			(42,617	)			(38,973	)
Net loans held-for-investment			3,818,629				3,987,041				4,166,119				4,201,076				3,767,644
Bank-owned life insurance			182,828				175,759				171,543				167,912				164,500
Federal Home Loan Bank of New York stock, at cost			46,568				35,894				39,667				30,382				22,336
Operating lease right-of-use assets			25,789				27,771				30,202				34,288				33,943
Goodwill			—				41,012				41,012				41,012				41,012
Total liabilities			5,063,951				4,961,682				4,898,951				4,899,903				4,690,659
Deposits			4,015,809				4,138,477				3,878,435				4,150,219				4,169,334
Borrowed funds			900,216				666,402				859,272				583,859				421,755
Subordinated debentures, net of issuance costs			61,665				61,442				61,219				60,996				—
Operating lease liabilities			29,643				32,209				35,205				39,790				39,851
Total stockholders’ equity			690,059				704,696				699,445				701,390				739,883

 

		Years Ended December 31,
		2025				2024				2023				2022				2021
		(Dollars in thousands, except share and per share data)
Selected Operating Data:
Interest income		$	249,096			$	237,908			$	208,795			$	179,688			$	172,298
Interest expense			111,730				123,423				84,128				21,382				16,649
Net interest income before provision for credit losses			137,366				114,485				124,667				158,306				155,649
Provision for credit losses			7,402				4,281				1,353				4,482				(6,184	)
Net interest income after provision for credit losses			129,964				110,204				123,314				153,824				161,833
Non-interest income			16,950				16,822				11,896				7,983				14,453
Non-interest expense			129,863				86,525				83,450				76,948				79,159
Income before income taxes			17,051				40,501				51,760				84,859				97,127
Income tax expense			16,255				10,556				14,091				23,740				26,473
Net income		$	796			$	29,945			$	37,669			$	61,119			$	70,654
Net income per common share — basic		$	0.02			$	0.72			$	0.86			$	1.32			$	1.46
Net income per common share — diluted		$	0.02			$	0.72			$	0.86			$	1.32			$	1.45
Weighted average basic shares outstanding			40,116,839				41,567,370				43,560,844				46,234,122				48,416,495
Weighted average diluted shares outstanding			40,173,403				41,628,660				43,638,616				46,438,119				48,754,263

 

41

		At or For the Years Ended December 31,
		2025				2024				2023				2022				2021
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)(1)(2)(3)(4)(5)			0.01	%			0.52	%			0.68	%			1.09	%			1.29	%
Return on equity (ratio of net income to average equity)(1)(2)(3)(4)(5)			0.11				4.30				5.45				8.57				9.42
Interest rate spread(6)			1.92				1.45				1.82				2.82				2.89
Net interest margin(7)			2.55				2.10				2.35				2.97				3.01
Dividend payout ratio(8)			NM				72.89				60.51				39.48				34.39
Efficiency ratio(9)(10)			84.15				65.90				61.11				46.27				46.54
Non-interest expense to average total assets			2.29				1.51				1.50				1.38				1.44
Average interest-earning assets to average interest-bearing liabilities			130.14				128.77				133.01				137.82				135.63
Average equity to average total assets			12.57				12.14				12.44				12.75				13.69
Asset Quality Ratios:
Non-performing assets to total assets			0.28				0.36				0.20				0.18				0.15
Non-performing loans to total loans(11)(12)			0.42				0.51				0.27				0.24				0.21
Allowance for credit losses to total non-performing loans(13)			236.42				227.72				328.30				416.26				486.80
Allowance for credit losses to total loans held-for-investment, net(14)			0.99				0.87				0.89				1.00				1.02
Capital Ratio:
Tier 1 capital (to adjusted assets)			12.24				12.11				12.58				12.64				12.93
Other Data:
Number of full service offices			37				37				39				38				38
Full time equivalent employees			372				359				401				400				385

(1)	The year ended December 31, 2025, included a $41.0 million non-cash, non-tax deductible goodwill impairment charge and $580,000 additional tax expense related to options that expired in May 2025.

(2)	The year ended December 31, 2024, included a $2.4 million, after tax, gain on the sale of property, $795,000 additional tax expense related to options that expired in June 2024, and $492,000, after tax, of severance costs.

(3)	The year ended December 31, 2023, included $317,000, after tax, of severance costs and $96,000, after tax, of gains on loans sold.

(4)	The year ended December 31, 2022, included $925,000, after tax, of net interest income generated from accelerated accretion of fees related to the forgiveness of PPP loans and $326,000, after-tax, in gains on loans sold.

(5)

The year ended December 31, 2021, included: (i) $4.0 million, after tax, of net interest income generated from accelerated accretion of fees related to the forgiveness of PPP loans; (ii) $1.4 million, after tax, of accretable income related to the payoff of PCD loans; (iii) $1.0 million, after tax, in gains on loans sold; and (iv) $677,000 of tax-exempt income from bank-owned life insurance proceeds in excess of the cash surrender value of the policies.

(6)	The interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average costs of interest-bearing liabilities.

(7)	The net interest margin represents net interest income as a percent of average interest-earning assets for the period.

(8)	Dividend payout ratio is calculated as total dividends declared for the year divided by net income for the year.

(9)	The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.

(10)

The year ended December 31, 2025, included a $41.0 million non-cash, non-tax deductible goodwill impairment charge. The year ended December 31, 2024, included a $3.4 million, pre-tax, gain on the sale of property, and $683,000, pre-tax, of severance expense. The year ended December 31, 2023, includes $440,000, pre-tax, of severance expense.

(11)	Non-performing loans consist of non-accruing loans and loans 90 days or more past due and still accruing (excluding PCD loans), included in total loans held-for-investment, net, and non-performing loans held-for-sale, included in loans held-for-sale.

(12)	Includes originated loans held-for-investment, PCD loans, acquired loans, and loans held-for-sale.

(13)	Excludes non-performing loans held-for-sale.

(14)	Includes originated loans held-for-investment, PCD loans and acquired loans (and related allowance for credit losses).

 

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HOW WE INTEND TO USE THE PROCEEDS OF THE OFFERING

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the offering will be until the offering is completed, we anticipate that the net proceeds will be between $966.0 million and $1.9 billion. See the section of this prospectus entitled “Pro Forma Data” for the assumptions used to arrive at these amounts.

We intend to distribute the net proceeds as follows:

 

		Adjusted Minimum of Offering Range								Minimum of Offering Range								Midpoint of Offering Range								Maximum of Offering Range
(Dollars in thousands)		Shares at $10.00 Per Share				Percent of Net Proceeds				Shares at $10.00 Per Share				Percent of Net Proceeds				Shares at $10.00 Per Share				Percent of Net Proceeds				Shares at $10.00 Per Share				Percent of Net Proceeds
Gross offering proceeds		$	1,423,750							$	1,423,750							$	1,675,000							$	1,926,250
Less: shares issued to Northfield Bancorp stockholders			(418,001	)							—								—								—
Less: offering expenses			(39,779	)							(36,311	)							(38,623	)							(43,070	)
Net offering proceeds			965,970				100.00	%			1,387,439				100.00	%			1,636,377				100.00	%			1,883,180				100.00	%
Less:
Proceeds contributed to Columbia Bank			(482,985	)			50.00	%			(693,720	)			50.00	%			(818,189	)			50.00	%			(941,590	)			50.00	%
Proceeds used for loan to employee stock ownership plan			(42,713	)			4.42	%			(42,713	)			3.08	%			(50,250	)			3.07	%			(57,788	)			3.07	%
Cash merger consideration			(179,143	)			18.55	%			(179,143	)			12.91	%			(179,143	)			10.95	%			(184,172	)			9.78	%
Proceeds remaining for Columbia Financial, Inc.		$	261,128				27.03	%		$	471,863				34.01	%		$	588,795				35.98	%		$	699,630				37.15	%

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Columbia Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if more than 30% of the shares are sold in a firm commitment underwritten offering.

We initially intend to invest the proceeds retained from the offering at Columbia Financial, Inc. after financing the cash portion of the merger consideration to acquire Northfield Bancorp in short-term investments, such as U.S. treasury and government agency securities, government agency mortgage-backed securities and cash and cash equivalents. The actual amounts to be invested in different instruments will depend on the interest rate environment and Columbia Financial, Inc.’s liquidity requirements. In the future, Columbia Financial, Inc. may liquidate its investments and use those funds:

 

•

to pay dividends to stockholders;

 

•

to repurchase shares of its common stock, subject to regulatory restrictions;

 

•

to finance the possible acquisition of financial institutions or other businesses that are related to banking as opportunities arise, primarily in or adjacent to our existing market areas, although we do not currently have any agreements or understandings regarding any specific acquisition transaction other than our pending merger with Northfield Bancorp; and

 

•

for other general corporate purposes, including to support our business strategies and contributing additional capital to Columbia Bank.

See “Our Dividend Policy” for a discussion of our expected dividend policy following the completion of the conversion. Under current federal regulations, we are not permitted to repurchase shares of our common stock during the first year following the completion of the conversion, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund the granting of restricted stock awards (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans.

Columbia Bank may use the net proceeds it receives from the offering:

 

•

to fund new loans;

 

•

to enhance existing products and services and to support growth;

 

•

to invest in investment-grade securities;

 

•

for the possible future expansion of our branch office network by establishing or acquiring additional branch offices;

 

43