What changed in Columbia Financial, Inc.'s 10-K — 2024 vs 2025

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 “ Plan of Conversion and Reorganization. ” 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’s business with our business will depend substantially on the ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs.

We 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: • the loss of key employees; • the disruption of operations and business; • the inability to maintain and increase competitive presence; • loan and deposit attrition, customer loss and revenue loss; • possible inconsistencies in standards, control procedures and policies; • additional costs or unexpected problems with operations, personnel, technology and credit; and/or • problems with the assimilation of new operations, systems, sites or personnel, which could divert resources from regular banking operations. 24 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 Northfield.

Further, we entered into the Merger Agreement with the expectation that the acquisition of Northfield will result in various benefits including, among other 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 our 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 our business, financial condition and operating results.

Additionally, upon consummation of the transactions contemplated by the Merger Agreement, the Holding Company 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 us 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 We and Northfield have, and the combined company following the closing of the Merger will, incur significant transaction and transaction-related costs in connection with the transactions contemplated by the Merger Agreement.

We and Northfield have incurred and expect to incur significant non-recurring costs associated with combining the operations of Northfield with our operations. 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. We 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 our businesses with the business of Northfield, and there are many factors beyond our and Northfield’s control that could affect the total amount or timing of integration costs.

Although we 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, we, Northfield and the combined company will incur substantial expenses in pursuing the merger and may adversely impact our and the combined company’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 the Company and Northfield. We 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 the combined company 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.