##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended December 31, 2010
 OR
 o
    
    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. 333-167421
 Northfield Bancorp, Inc.
 
  Delaware
    
    Being Applied For(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
 (732) 499-7200
   Name of EachTitle of Each Class
    
    Exchange on Which RegisteredNot Applicable
    
    Not Applicable
 None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
(Do not check if a smaller reporting company)Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 .




---



##### Table of Contents



NORTHFIELD BANCORP, INC.
 Explanatory
Note (Unaudited)




---



##### 



PagePart I.Item 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    1Item 1B.
    
    Unresolved Staff Comments
    
    
    1Item 2.
    
    Properties
    
    
    1Item 3.
    
    Legal Proceedings
    
    
    1Item 4.
    
    [Reserved]
    
    
    1Part II.Item 5.
    
    Market for Northfield Bancorp, Inc.s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    1Item 6.
    
    Selected Financial Data
    
    
    1Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    1Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    1Item 8.
    
    Financial Statements and Supplementary Data
    
    
    1Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    5Item 9A.
    
    Controls and Procedures
    
    
    5Item 9B.
    
    Other Information
    
    
    5Part III.Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    5Item 11.
    
    Executive Compensation
    
    
    5Item 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    5Item 13
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    5Item 14
    
    Principal Accounting Fees and Services
    
    
    5Part IV.Item 15
    
    Exhibits, Financial Statement Schedules
    
    
    6Signatures
    
    
    
    
    7EX-31.1EX-31.2EX-32




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. [RESERVED]
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  
 ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 1




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 2




---



##### Table of Contents



NORTHFIELD BANCORP, INC.
  December 31, 2010Total assets
    
    $
    Total liabilities and stockholders equiy
    
    $
    
  June 4, 2010 -December 31, 2010Net income
    
    $
    
  TotalStockholdersEquityBalance at June 4, 2010
    
    $
    Net income
    
    
    Balance at December 31, 2010
    
    $
    
  June 4, 2010 -December 31, 2010Net income
    
    $
    Adjustments to reconcile net income to net cash provided by operating activities
    
    
    Net cash provided by operating activities
    
    
    Net cash provided by investing activities
    
    
    Net cash provided by financing activities
    
    
    Net change in cash and cash equivalents
    
    
    Cash and cash equivalents at the beginning of period
    
    
    Cash and cash equivalents at the end of the period
    
    $
    
 3




---



##### Table of Contents



NORTHFIELD BANCORP, INC.
 Nature of Business:
   Principles of Consolidation and Basis of Presentation:
 Use of Estimates in the Preparation of Financial Statements:
 Plan of Conversion and Reorganization:
  4




---



##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  5




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Exhibit 31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.Exhibit 31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.Exhibit 32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 6




---



##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.Date:      March 30, 2011
    By:
    /s/ John W. AlexanderJohn W. AlexanderChairman, President and Chief Executive Officer (Duly Authorized Representative)  Signatures
    
    Title
    
    Date/s/ John W. Alexander

John W. Alexander
    
    Chairman, President and Chief Executive
Officer (Principal Executive Officer)
    
    March 30, 2011/s/ Steven M. Klein

Steven M. Klein
    
    Executive Vice President and Chief
Financial Officer (Principal Financial and
Accounting Officer)
    
    March 30, 2011/s/ John R. Bowen

John R. Bowen
    
    Director
    
    March 30, 2011/s/ Annette Catino

Annette Catino
    
    Director
    
    March 30, 2011/s/ Gil Chapman

Gil Chapman
    
    Director
    
    March 30, 2011/s/ John P. Connors, Jr

John P. Connors, Jr.
    
    Director
    
    March 30, 2011/s/ John J. DePierro

John J. DePierro
    
    Director
    
    March 30, 2011/s/ Susan Lamberti

Susan Lamberti
    
    Director
    
    March 30, 2011/s/ Albert J. Regen

Albert J. Regen
    
    Director
    
    March 30, 2011/s/ Patrick E. Scura, Jr.

Patrick E. Scura, Jr.
    
    Director
    
    March 30, 2011
 7