CLBK · Columbia Financial, Inc.

Columbia Financial, Inc., the existing NASDAQ: CLBK mid-tier holding company, is advancing its second-step conversion through a newly formed Maryland corporation successor holding company for Columbia Bank. This structural change from mutual holding company (Columbia Bank MHC) to stock holding company form enables a broader public equity base and facilitates the planned acquisition of Northfield Bancorp, Inc. The stock offering, structured as best efforts with a $10.00 per share price, prioritizes subscriptions from eligible depositors, borrowers, and the Bank's ESOP, followed by community offering preferring New Jersey residents in specified counties, existing Columbia Financial stockholders (excluding MHC), and general public, with any remainder in a firm commitment underwritten offering led by Keefe Bruyette & Woods. The minimum share sale threshold of 142,375,000 (max 192,625,000) is critical, with flexibility to count Northfield stockholder exchange shares toward the minimum if needed. Regulatory approvals for both the conversion (all requisite received) and acquisition (conditional from Fed and OCC) de-risk execution, though investor focus remains on stockholder/MHC approvals, final appraisal, market reception of the offering, and integration risks post-close. This positions Columbia Bank for growth via Northfield acquisition while recapitalizing through full stock conversion.