EX-25.1 4 ny20004833x1_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐
Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

UMB BANK, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

44-0194180
I.R.S. Employer Identification No.

1010 Grand Blvd. 
Kansas City, Missouri
64106
(Address of principal executive offices)
(Zip Code)

Mauri Cowen
UMB BANK, NATIONAL ASSOCIATION
5555 San Felipe, Suite 870
Houston, Texas 77056
(713) 300-0587
(Name, address and telephone number of agent for service)

Northfield Bancorp, Inc.
(Issuer with respect to the Securities)

Delaware
80-0882592
(State or other jurisdiction of 
incorporation or organization)
(I.R.S. Employer 
Identification No.)
   
581 Main Street 
Woodbridge, New Jersey
07095
(Address of Principal Executive Offices)
(Zip Code)

5.00% Fixed-to-Floating Rate Subordinated Notes due 2032
(Title of the Indenture Securities)

FORM T-1

Item 1.
GENERAL INFORMATION. Furnish the following information as to the Trustee.

 
a)
Name and address of each examining or supervising authority to which it is subject.

The Comptroller of the Currency
Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101

b)
Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.
AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15
Items 3-15 are not applicable because, to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.
LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

5.
A copy of each Indenture referred to in Item 4. Not applicable.

7.
Report of Condition of the Trustee as of March 31, 2022 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, UMB BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Houston, State of Texas on the 29th day of July 2022.

By:
/s/ Mauri Cowen
  
 
Mauri Cowen
  
 
Senior Vice President
  

Exhibit 7

Consolidated Report of Condition for Insured Banks
and Savings Associations for March 31, 2022

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

     
Dollar Amounts in Thousands
RCFD
Amount
  
Assets
              
1. 
Cash and balances due from depository institutions (from Schedule RC-A):
              
 
a. Noninterest-bearing balances and currency and coin (1)
      

0081
357,164
1.a.
 
b. Interest-bearing balances (2)
      

0071
6,325,937
1.b.
2. 
Securities:
              
 
a. Held-to-maturity securities (from Schedule RC-B, column A) (3)
      

JJ34
4,600,187
2.a.
 
b. Available-for-sale debt securities (from Schedule RC-B, column D)
      

1773
8,550,049
2.b.
 
c. Equity securities with readily determinable fair values not held for trading (4)
      

JA22
14,440
2.c.
3. 
Federal funds sold and securities purchased under agreements to resell:
              
 
a. Federal funds sold
    

RCON
  B987
1,500
3.a.
 
b. Securities purchased under agreements to resell (5,6)
    

RCFD
  B989
1,318,309
3.b.
4. 
Loans and lease financing receivables (from Schedule RC-C):
        
RCFD
    
 
a. Loans and leases held for sale
        
5369
384
4.a.
 
b. Loans and leases held for investment
  
B528
17,731,672
    
4.b.
 
c. LESS: Allowance for loan and lease losses (7)
  
3123
179,288
    
4.c.
 
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)
        
B529
17,552,384
4.d.
5. 
Trading assets (from Schedule RC-D)
        
3545
15,658
 5
6. 
Premises and fixed assets (including capitalized leases)
        
2145
212,655
6.
7. 
Other real estate owned (from Schedule RC-M)
        
2150
0
7.
8. 
Investments in unconsolidated subsidiaries and associated companies
        
2130
0
8.
9. 
Direct and indirect investments in real estate ventures
        
3656
0
9.
10. 
Intangible assets (from Schedule RC-M)
        
2143
157,251
 10.  
11. 
Other assets (from Schedule RC-F) (6)
         2160
1,185,395
 11.   
12. 
Total assets (sum of items 1 through 11)
         2170
40,291,313
 12.
 Liabilities
              
13. 
Deposits:
         RCON


 
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)
    
2200
 34,548,692
 13.a
 
(1) Noninterest-bearing (8)
 RCON 6631   16,132,865     13.a.1
 
(2) Interest-bearing
  RCON
6636 
    18,415,827     13.a.2
 
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
         RCFN
   
 
(from Schedule RC-E, Part II)
          2200 0
13.b.
 
(1) Noninterest-bearing
  RCFN  6631    0     13.b.1.
 
(2) Interest-bearing
  RCFN  6636   0
     13.b.2.
14. 
Federal funds purchased and securities sold under agreements to repurchase:
              
 
a. Federal funds purchased in domestic offices (9)
    
RCON
 B993
 85,791 14.a.
 
b. Securities sold under agreements to repurchase (10)
    
RCFD
  B995  2,754,744 14.b.
15. 
Trading liabilities (from Schedule RC-D)
    
RCFD
  3548  0 15.
16. 
Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)
    
RCFD
  3190  0 16.

1 
Includes cash items in process of collection and unposted debits.
2 
Includes time certificates of deposit not held for trading.
3 
Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
4 
Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities.
5 
Includes all securities resale agreements, regardless of maturity.
6 
Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
7 
Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
8 
Includes noninterest-bearing, demand, time, and savings deposits.
9 
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."
10 
Includes all securities repurchase agreements, regardless of maturity.

Schedule RC—Continued

 
Dollar Amounts in Thousands
  RCFD Amount
  
Liabilities - continued
      
 
 
 
 
 17. 
and 18. Not applicable
      
 
 
 
 
 19.
Subordinated notes and debentures (1)
      
 
3200
0
19.
 20.
Other liabilities (from Schedule RC-G)
      
 
2930
325,601
20.
 21.
Total liabilities (sum of items 13 through 20)
      
 
2948
37,714,828
21.
 22.
Not applicable
      
 
 
 
 
                 
Equity Capital
    
 
 
 
 
 
Bank Equity Capital
      
 
 
 
 
23.
Perpetual preferred stock and related surplus
      
 
3838
0
23.
24.
Common stock
      
 
3230
21,250
24.
25.
Surplus (excludes all surplus related to preferred stock)
      
 
3839
849,822
25.
26.
a. Retained earnings
      
 
3632
2,046,652
26.a.
 
b. Accumulated other comprehensive income (2)
      
 
B530
(341,239)
26.b.
 
c. Other equity capital components (3)
      
 
A130
0
26.c.
27.
a. Total bank equity capital (sum of items 23 through 26.c)
      
 
3210
2,576,485
27.a.
 
b. Noncontrolling (minority) interests in consolidated subsidiaries
      
 
3000
0
27.b.
28.
Total equity capital (sum of items 27.a and 27.b)
      
 
G105
2,576,485
28.
29.
Total liabilities and equity capital (sum of items 21 and 28)
      
 
3300
40,291,313
29.

Memoranda
    
To be reported with the March Report of Condition.
    
1.
Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external
RCFD
  Number
  
auditors as of any date during 2021
6724
2a
M.1.

1a =
An integrated audit of the reporting institution's financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or the Public Company Accounting Oversight Board (PCAOB) by an indepen- dent publicaccountant that submits a report on the institution
  
2b =
An audit of the reporting institution's parent holding  company's consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
  
1b =
An audit of the reporting institution's financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution
  
3 =
This number is not to be used
  
4 =
Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
  
 
2a =
An integrated audit of the reporting institution's parent holding company's consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
  
5 =
Directors' examination of the bank performed by other external auditors (may be required by state-chartering authority)
  
 
7 =
Compilation of the bank's financial statements by external  auditors
  
 
8 =
Other audit procedures (excluding tax preparation work)
  
 
9 =
No external audit work
  

To be reported with the March Report of Condition.
RCON
Date
  
 
2. Bank's fiscal year-end date (report the date in MMDD format)
8678
12/31
M.2.

1
Includes limited-life preferred stock and related surplus.
2
Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.
3
Includes treasury stock and unearned Employee Stock Ownership Plan shares.