Blue Foundry Ban SEC Filings

Fulton Financial Corporation has agreed to acquire Blue Foundry Bancorp in an all‑stock merger. Each share of Blue Foundry common stock will be converted into the right to receive 0.650 share of Fulton common stock, with cash paid only in lieu of fractional shares.

After Blue Foundry merges into Fulton, Blue Foundry Bank will combine with Fulton Bank, N.A., which will remain the surviving bank. All Blue Foundry stock options will fully vest and be cashed out to the extent they are “in the money,” while restricted stock awards will vest and convert into the same stock consideration as regular shares.

The deal is structured to qualify as a tax‑free “reorganization” under Section 368(a) of the Internal Revenue Code and requires approvals from Blue Foundry stockholders and multiple banking regulators, as well as effectiveness of a Form S‑4. Certain Blue Foundry directors and officers have signed voting agreements, and a $9,694,662 termination fee may be payable by Blue Foundry if the merger ends under specified circumstances.

Blue Foundry Bancorp announced a definitive Agreement and Plan of Merger with Fulton Financial Corporation. Under the deal, Blue Foundry will merge into Fulton, and Blue Foundry Bank will merge into Fulton Bank, N.A., with Fulton and Fulton Bank as the surviving entities. The Boards of both companies unanimously approved the transaction.

At closing, Blue Foundry stockholders will receive 0.650 shares of Fulton common stock for each share of Blue Foundry common stock. Blue Foundry restricted stock will fully vest and convert into the same stock consideration, while outstanding stock options will vest and be cashed out. The merger is subject to Blue Foundry stockholder approval, required regulatory approvals, an effective registration statement to be filed by Fulton, and NASDAQ listing approval for the Fulton shares to be issued.

The agreement includes a $9,694,662 termination fee payable by Blue Foundry to Fulton in certain competing deal scenarios and voting agreements under which Blue Foundry directors and certain executives will support the merger. CEO James D. Nesci and CFO Kelly Pecoraro will receive change-in-control related payments of $4,311,000 and $2,601,000, respectively, under Settlement and Restrictive Covenant Agreements that include two-year non-compete and non-solicitation covenants.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp, after which Blue Foundry Bank will merge into Fulton Bank, subject to shareholder and regulatory approvals and customary closing conditions. Fulton Bank currently has $32 billion in assets and 200 financial centers across several Mid-Atlantic states, while Blue Foundry Bank has $2 billion in assets and 20 locations in northern New Jersey. The companies expect the transaction to close in Q2 2026, creating a combined $34 billion community bank operating under the Fulton Bank brand, with systems conversion targeted for mid-2026. The combination is described as expanding Fulton’s presence in northern New Jersey and giving Blue Foundry customers access to a broader branch network, more products and services, and digital banking capabilities.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp under a merger agreement dated November 24, 2025, with closing expected in Q2 of 2026 subject to Blue Foundry shareholder approval, banking regulatory approvals and other customary conditions. Following completion, all Blue Foundry financial centers and operations are expected to become part of Fulton Bank, expanding Fulton’s presence further into northern New Jersey.

Management notes that any branch closures or job eliminations will be evaluated later by an integration team from both organizations, and no firm decisions have been made. The communication includes employee talking points, social media messaging and a website banner promoting the combination, and highlights that Fulton will file a Form S-4 registration statement and joint proxy statement/prospectus, which Blue Foundry stockholders are urged to read when available.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp under a definitive merger agreement, after which Blue Foundry Bank will merge into Fulton Bank. The companies expect to close the transaction in Q2 2026 and complete systems conversion in mid-2026, at which time they expect to operate as a roughly $34 billion community bank. Fulton currently has consolidated assets of approximately $32 billion and Blue Foundry about $2 billion, with 200 and 20 financial centers, respectively. As part of the combination, Fulton will contribute $1.5 million to the Fulton Forward Foundation for impact grants in New Jersey, and both organizations emphasize cultural alignment, community focus, and an initial period with no immediate changes to workforce, locations, or customer operations.

Fulton Financial Corporation has agreed to acquire Blue Foundry Bancorp in an all-stock merger. Each share of Blue Foundry common stock will be exchanged for 0.6500 shares of Fulton common stock, valuing the deal at about $243 million, or $11.67 per Blue Foundry share, based on Fulton’s $17.96 share price as of November 21, 2025. The companies expect the transaction to be accretive to Fulton’s first full-year earnings per share by over 5%, immediately accretive to tangible book value per share, and neutral to regulatory capital ratios at closing.

The merger expands Fulton’s footprint in the northern New Jersey market, with Blue Foundry Bank to be merged into Fulton Bank, N.A. after closing, which is targeted for the second quarter of 2026, subject to regulatory and Blue Foundry stockholder approvals. Fulton will also contribute $1.5 million to its Fulton Forward® Foundation for New Jersey community grants. As of September 30, 2025, Fulton reported $31.995 billion in total assets, a tangible common equity to tangible assets ratio of 8.3%, and a 15.8% operating return on average tangible common shareholders’ equity.

Blue Foundry Bancorp reported third‑quarter 2025 results showing narrower losses and stronger core spread income. The company posted a net loss of $1.868 million (basic and diluted EPS $‑0.10) versus a loss of $4.041 million a year ago. Net interest income rose to $12.191 million from $9.087 million as loan interest grew.

Total assets were $2.156 billion. Loans receivable, net, reached $1.701 billion, and deposits were $1.493 billion. The provision for credit losses was $589 thousand. Non‑interest income was $416 thousand, while non‑interest expense totaled $13.886 million.

For the nine months ended September 30, 2025, the company recorded a net loss of $6.517 million (basic EPS $‑0.33). Shareholders’ equity was $314.397 million, down from $332.198 million at December 31, 2024, reflecting treasury stock purchases; treasury shares increased to 7,761,275. As of November 7, 2025, common shares outstanding were 20,761,225. Past‑due loans totaled $11.429 million, including $9.814 million at 90 days and greater. Unrealized losses on available‑for‑sale securities improved to $19.853 million.

Blue Foundry Bancorp furnished an update on its financial performance. On October 29, 2025, the company issued a press release reporting financial results for the period ended September 30, 2025.

The press release was furnished as Exhibit 99.1 to a Form 8‑K under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. The filing lists the company’s common stock (BLFY) on The NASDAQ Stock Market LLC.

Blue Foundry Bancorp (BLFY) Form 4: The company's Chief Risk Officer and Director, Keith Owes, reported an open-market sale of 1,023 shares of BLFY common stock on 09/18/2025 at a price of $9.68 per share. After the sale, the reporting person beneficially owned 14,477 shares, which include 10,167 restricted stock grant shares that have not vested. The filing was signed on behalf of the reporting person by Mary M. Russell under power of attorney on 09/22/2025. The Form 4 discloses the transaction code F and lists the reporting relationship as Officer (Chief Risk Officer) and Director.