nfbk-20251231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1


☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Fiscal Year Ended December 31, 2025


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______________ to _________________

Commission File No. 001-35791

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Delaware		80-0882592
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


581 Main Street,	Woodbridge,	New Jersey	07095
(Address of principal executive offices)			(Zip Code)

(732) 499-7200

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NFBK	The NASDAQ Stock Market, LLC

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to

be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, a 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 13(a)

of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment

of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15

U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period

pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant,

computed by reference to price at which the common equity was last sold on June 30, 2025 was $437.7 million.

As of February 27, 2026, there were 41,763,997 outstanding shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Northfield Bancorp, Inc. (also referred to as the “Bancorp”), the parent of Northfield Bank (collectively the

“Company”), is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend Bancorp's Annual Report on

Form 10-K for the year ended December 31, 2025 (the “Original Filing”), as filed with the Securities and Exchange

Commission (the “SEC”) on March 2, 2026 (the “Original Filing Date”).

Bancorp is filing this Amendment to present the information required by Part III of Form 10-K as Bancorp will not

file its definitive annual proxy statement within 120 days of its fiscal year ended December 31, 2025 due to the pending

acquisition of Bancorp by Columbia Financial, Inc.

Other than the inclusion of information for Part III of the Form 10-K, no other changes have been made to the

Original Filing. The Original Filing continues to speak as of the Original Filing Date, and Bancorp has not updated the

disclosures contained therein to reflect events that may have occurred subsequent to the Original Filing Date. Accordingly,

this Amendment should be read in conjunction with the Original Filing and Bancorp's other filings with the SEC.

NORTHFIELD BANCORP, INC.

FORM 10-K/A

TABLE OF CONTENTS


		Page

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Item 11.	Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . .	40
Item 14.	Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41

	PART IV

Item 15.	Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
Signatures	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

The below details include for each of our directors: their name; age as of December 31, 2025; year in which they

first became a director of the Bancorp; year that their term expires; and their business experience for at least the past five

years. None of the directors listed below currently serves as a director, or served as a director during the past five years, of

a publicly-held entity (other than the Bancorp), with the exception of (i) Mr. Klein who serves on the board of directors of

Middlesex Water Company, which is traded on the NASDAQ Stock Market, under the symbol “MSEX,” and (ii) Mr.

Stahlin who serves on the board of directors of Miami International Holdings, Inc., which is traded on the New York Stock

Exchange, under the symbol “MIAX.”

The following details also include the particular experience, education, qualifications, attributes, or skills

considered by the Nominating and Corporate Governance Committee (the "Nom/Gov Committee") that led the Board of

Directors (the "Board") to conclude that such person should serve as a director of the Company. Except as indicated herein,

there are no arrangements or understandings between the directors and any other person pursuant to which such directors

were selected.


Age: 69 Director Since: 2003 Term expires in 2026			ANNETTE CATINO Healthcare Executive and Entrepreneur
Age: 69 Director Since: 2003 Term expires in 2026			Ms. Catino is a nationally recognized healthcare executive and entrepreneur. Ms. Catino has over 40 years of business experience in leadership in the healthcare and insurance industry and has worked extensively with large employers, and municipal and state governmental entities. Ms. Catino speaks throughout the country on topics of leadership, the future of healthcare policy, women in the workplace, and entrepreneurship. Ms. Catino currently provides strategic advisory services to the health care industry as an independent consultant. She is also designated as an audit committee financial expert under the SEC’s rules and regulations. Besides audit and strategic planning, Ms. Catino has experience in finance and capital markets, human capital and compensation. Career Highlights •Complete Care Management, a privately held senior housing and long-term care operator in the Northeast, Director of Mergers & Integration (2020 – present) •Strategic Consultant to St. Joseph's Health System, Paterson, NJ (2021 - present) •QualCare Alliance networks (sold to Cigna (NYSE: CI), a global health service company), President and Chief Executive Officer (1991 - 2017) Other Experience •Director, Northfield Bank Foundation •Independent Director and Audit Committee member, Healthier New Jersey Insurance Company d/b/a Braven Health (joint venture among Horizon Health Services Inc. d/b/a Horizon Blue Cross Blue Shield of New Jersey, Hackensack Meridian Health Inc., and RWJ Barnabas Health Inc.) •Chairman, Board of Directors, Pure Inventions, LLC •Chair, Board Member, K-16 Solutions Inc. •Board Member, Claros Analytics LLC •Served on New Jersey Governor Christie’s transition committee on healthcare •Former member of the Board and Audit Committee Chair, University Hospital •Former member of the Board, Desert Mountain Club Education •Graduate of Montclair University •Master's Degree in Business Administration, CUNY Baruch College and Mt. Sinai School of Medicine


Age: 69 Director Since: 2002 Term expires in 2026			JOHN P. CONNORS, JR. Sole Member and Managing Attorney of Connors & Connors, P.C.
Age: 69 Director Since: 2002 Term expires in 2026			Mr. Connors has over 40 years of business experience as a practicing trial attorney. Mr. Connors is admitted to practice in the state and federal courts of New York and New Jersey and the District of Columbia. His law firm, consisting of eight attorneys and seven legal professionals, represents several insurance companies, an electric utility company, a large truck rental and leasing company, a membership warehouse, a paper recycling company, a financial institution, Lincoln Center for the Performing Arts, Fortune 500 corporations, and catholic parishes and religious orders within the Archdiocese of New York. Mr. Connors is involved in local, professional and community organizations including the Richmond County and New York State Bar Associations. Mr. Connors has strong risk management skills and in-depth knowledge of contract and professional liability law related to key areas of the Company’s operations. Mr. Connors also has significant knowledge of and relationships with the residents and businesses located in Staten Island, New York. Career Highlights •Law Firm of Connors & Connors, P.C., located in Staten Island, New York, Managing Partner (1990 – present) Other Experience •Trustee, Notre Dame Academy •Director, Snug Harbor Cultural Center •Director, Northfield Bank Foundation •Member, External Advisory Committee of the Georgetown University Alumni and Student Credit Union •Past Chair, New York State Bar Association Trial Section •Past President, Richmond County Bar Association Education •Graduate of Georgetown University •J.D., Georgetown University Law Center


Age: 73 Director Since: 2019 Term expires in 2026			PAUL V. STAHLIN Former Financial Services Executive and Active Board Member
Age: 73 Director Since: 2019 Term expires in 2026			In addition to his banking industry knowledge and experience for more than 45 years, Mr. Stahlin is a licensed Certified Public Accountant, a Chartered Global Management Accountant and a Fellow Chartered Management Accountant. He is also designated as an audit committee financial expert under the SEC’s rules and regulations. In addition to his expertise in audit, Mr. Stahlin is an experienced CEO and business leader. Career Highlights •Fulton Financial Corporation •Regional President of Fulton Bank of New Jersey (2005 - 2014) •Chief Executive Officer and/or President of its banking affiliates, including Somerset Valley Bank and Skylands Community Bank (2005 - 2014) •Fleet Credit Card Services (acquired by Bank of America) and predecessor banks, EVP and CFO (Last Position) (1980 - 2005) •Price Waterhouse & Co., Senior Accountant (1974 - 1980) Other Experience •Director, Chairman-Audit Committee, Miami International Holdings Inc., parent (MIAX-NYSE) •Vice Chairman, Robert Wood Johnson University Hospital •Former Chairman of the Board, American Institute of CPA's •Trustee, RWJ Barnabas Health, Inc. •Director, Northfield Bank Foundation •Member, Governing Council of the American Institute of Certified Public Accountants •Former Member of the Board, Association of International Certified Professional Accountants •Former Member of the Executive Committee and Board, Chartered Institute of Management Accountants •Member and Former President, New Jersey Society of CPA's •Former President, Montclair State University Foundation Board Education •B.S., Graduate of Montclair State University


Age: 72 Director Since: 2005 Term expires in 2028			GIL CHAPMAN Retired Automobile Executive
Age: 72 Director Since: 2005 Term expires in 2028			Mr. Chapman is a retired Automobile Executive with over 25 years of business experience owning and operating an automobile dealership in Staten Island, New York. Mr. Chapman has strong marketing, sales, and customer service skills. He has significant experience in employee development, training, and business management. Mr. Chapman is also designated as an audit committee financial expert under the SEC’s rules and regulations. Career Highlights •Island Ford, Owner (1986 - 2008) Other Experience •Member, National Association of Corporate Directors •Member, Westfield Foundation Cornerstone Society of Westfield, NJ Education •Graduate of University of Michigan – Ann Arbor •M.A., Rutgers University – Newark


Age: 68 Director Since: 2013 Term expires in 2027			TIMOTHY C. HARRISON Real Estate Developer
Age: 68 Director Since: 2013 Term expires in 2027			Mr. Harrison is a licensed attorney in the State of New York and the Commonwealth of Pennsylvania. Mr. Harrison has extensive knowledge of real estate development and real estate law and possesses strong finance and audit skills. He is also designated as an audit committee financial expert under the SEC's rules and regulations. Mr. Harrison is involved in several local professional and community organizations. Career Highlights TCH Realty & Development Co., LLC, and affiliated partnerships, companies that develop retail, office and residential projects, including affordable housing projects. Many of these projects involve the remediation of blighted or contaminated properties. •Principal (2001 – present) Other Experience •Director, Northfield Bank Foundation •First Vice Chair, Board of Directors, Project Hospitality, Staten Island, NY •Chair, Board of Trustees, Richmond University Medical Center, Staten Island, NY •Director, Healthcare Trustees of NYS, a division of the Healthcare Association of NYS, Inc. Education •Graduate of Dartmouth College •J.D., University of Virginia Law School •LLM, Tax Law, New York University Law School Mr. Harrison has served as the Lead Independent Director since 2024.


Age: 69 Director Since: 2013 Term expires in 2027			KAREN J. KESSLER President of Kessler PR Group
Age: 69 Director Since: 2013 Term expires in 2027			Ms. Kessler is President of Kessler PR Group and has more than 30 years of experience in the public relations industry specializing in reputation management and communication counseling for high-profile individuals, both public and private corporations, large educational institutions and leading not-for-profits. The firm’s clients are international, national, and regional. Ms. Kessler has extensive experience as a leader in the public relations/crisis communication industry. In 2023, she and her firm were recognized by the prestigious Chambers and Partners international legal ranking firm for their impacts in both Crisis and Risk Management as well as Litigation Support. Kessler PR Group was the only PR firm headquartered in New Jersey to be ranked in those categories, and one of 15 nationwide. Additionally, Ms. Kessler was named to the NJBIZ and BINJE 2026 Power 100 list. Ms. Kessler was awarded the NJ Chamber of Commerce Champion of the C-Suite, and BINJE top women owned businesses in 2026. She was honored with the 2024 Caren Franzini Award from the NJBIA. She is an NJBIZ Women in Business Lifetime Achievement awardee, a 2023 PRNews Agency Elite Top 100 Recipient, NJBIZ Top 5 PR firms, and frequent speaker on the topics of corporate and board best practices, corporate reputation, and women in leadership. Her commentary and interviews have appeared in The Wall Street Journal, The New York Times, The Washington Post, The Star Ledger, Daily Mail and on CNN, MSNBC, and Inside Edition, among others. Ms. Kessler possesses strong skills in risk management, communication, employee relations, compliance, governance, and leadership. Career Highlights •Kessler PR Group, President (1993 – present) Other Experience •Commissioner, NJ Motion Picture & Television Commission •Member, NJ Advisory Committee on Judicial Conduct and the Committee on the Duration of Disbarment for Knowing Misappropriation •Regularly featured panelist for the NJ State Bar Association's mid-year and annual meetings •Past Visiting Fellow at the Rutgers Eagleton Institute of Politics •Served on the NJ Pandemic Relief Fund Advisory Board (2020) •Former Chair, Institute for Ethical Leadership at Rutgers University Business School •Chair, Board of AllSpire Health Partners (2008 - 2015) •Chair, Atlantic Health System (2008 - 2015) Education •AB, Vassar College, Economics


Age: 60 Director Since: 2013 Term expires in 2028			STEVEN M. KLEIN Chairman, President and Chief Executive Officer of Northfield Bancorp, Inc. and Northfield Bank
Age: 60 Director Since: 2013 Term expires in 2028			Mr. Klein is a licensed Certified Public Accountant, with strong leadership and analytical skills. Mr. Klein has over 35 years of experience in banking and financial reporting, including SEC reporting. Career Highlights •Northfield Bancorp, Inc. and Northfield Bank (various positions 2005-2017) Chief Executive Officer (2017 - present) •KPMG LLP, Short Hills, New Jersey, Community Banking Practice (1986-2005) Other Experience •Director, Northfield Bank Foundation •Director, Middlesex Water Company •Director, Federal Home Loan Bank of New York •Director, Staten Island Economic Development Corp. •Trustee, Richmond University Medical Center, Staten Island, NY •Director and Past Chair, New Jersey Bankers Association •Director, New Jersey Chamber of Commerce •Director, Brooklyn Chamber of Commerce •Member, New York Bankers Association •Member, American Institute of Certified Public Accountants •Member, New Jersey Society of Certified Public Accountants Education •Graduate of Montclair State University


Age: 60 Director Since: 2024 Term expires in 2027			RACHANA A. KULKARNI President and Managing Partner of Medicor Cardiology
			Dr. Kulkarni is President and Managing Partner of Medicor Cardiology, a leading cardiology group in New Jersey, and Regional Director of Cardiology of Barnabas Health Corp. Dr. Kulkarni is Board Certified in Internal Medicine, Cardiology and Nuclear Cardiology. Dr. Kulkarni currently serves in leadership roles on a number of not-for-profit boards, including Akshaya Patra USA, the world's largest non-governmental organization supporting school meal programs. Dr. Kulkarni’s diverse skills, life experience, and contributions to her community, plays a key role in the Company’s continued development and growth. Career Highlights •Medicor Cardiology, President & CEO (2008 – present) •Barnabas Health Corp, Regional Director of Cardiology (2023 – present) Other Experience •Trustee, Akshaya Patra, USA •Trustee, NJ AAPI-American Association of Physicians of Indian Origin •Trustee, Somerset Healthcare Foundation •Former Trustee, American Heart Association – New Jersey Chapter •Former Director, Executive Women of New Jersey •Past President - American Heart Association New Jersey Education •Government Medical College, India - Medical Degree •Rutgers University - Medical Degree •Auburn University, Master’s Degree in Business Administration •Harvard Business School, Certification – Women on Boards •Harvard Business School, Certification – Certificate of Management Excellence •Fellowship of American Society of Preventive Cardiology •Certified Physician Executive - American Association Physician Executive


Age: 65 Director Since: 2013 Term expires in 2028			FRANK P. PATAFIO Senior Executive Vice President and Senior Managing Director, Head of Residential, RXR
Age: 65 Director Since: 2013 Term expires in 2028			Mr. Patafio has extensive knowledge and experience in real estate development and operations in the New York City marketplace and is a licensed Certified Public Accountant. Mr. Patafio possesses strong risk assessment skills in real estate investment, operations, and financing. Career Highlights •RXR, Senior Executive Vice President and Senior Managing Director, various positions, currently Head of Residential (2010 – present) •FJKP, LLC, PMP LLC and affiliated partnerships, which develop residential homes and own rental properties, Principal •Praedium Group LLC, Partner and Chief Financial Officer (1999 - 2009) •Credit Suisse First Boston, Director, Mortgage Products Group (1993 - 1999) Other Experience •Director, Northfield Bank Foundation •Member of the Northwell Health System Staten Island Regional Executive Council Education

Amendment: SEC Form 10-K/A filed by Northfield Bancorp Inc.