CLBK · Columbia Financial, Inc.

Columbia Financial, Inc., through its affiliates including Columbia Bank MHC and Columbia Bank, has formalized an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW) to execute a multi-phase common stock offering as part of a structural reorganization from mutual holding company to fully stock form. This conversion entails the MHC Merger (MHC into Delaware Holding Company) followed by the Mid-Tier Merger (Holding Company into new Maryland corporation), both compliant with Federal Reserve regulations. The offering targets up to 192,625,000 shares at a fixed $10.00 price, comprising subscription rights to eligible depositors and plans, community sales prioritizing New Jersey residents and existing stockholders, and a contingent firm commitment underwritten portion. Post-conversion, these shares will constitute 73.1% of total outstanding common stock, with the balance issued to pre-conversion Holding Company stockholders excluding MHC. Critically, the process interlinks with a previously announced acquisition of Northfield Bancorp, Inc. via merger agreement dated January 31, 2026, where Northfield shares convert at tiered ratios (1.425x to 1.465x Company shares or equivalent cash up to 30% cap) based on a final independent valuation threshold starting at $2.3 billion. While the Northfield merger requires conversion completion, the conversion/offering proceeds independently. KBW's tiered compensation structure aligns incentives: modest 1-2% for best-efforts phases, scaling to 3.15-5% underwriting discounts inversely with deal size, excluding insider purchases. This setup positions the company to raise minimum $1.42 billion (potentially more with merger shares) to recapitalize the surviving Maryland entity and fund the Northfield acquisition, materially enhancing equity base, market presence, and strategic scale for investors while adhering to regulatory frameworks including SEC Registration Statement 333-294103.