Blue Foundry (NASDAQ: BLFY) closes merger into Fulton Financial

Rhea-AI Filing Summary

Blue Foundry Bancorp has completed its merger into Fulton Financial Corporation, with Fulton surviving the transaction. Each share of Blue Foundry common stock was converted into the right to receive 0.650 of a share of Fulton common stock, plus cash in lieu of fractional shares. In total, former Blue Foundry stockholders are entitled to receive approximately 12,435,599 shares of Fulton common stock as merger consideration. Blue Foundry common stock has been delisted from the Nasdaq Global Select Market, and Fulton plans to file Form 15 to terminate Blue Foundry’s SEC registration and reporting obligations.

8-K Event Classification

7 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

7 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Share exchange ratio: 0.650 Fulton shares per BLFY share Aggregate Fulton shares issued: 12,435,599 shares Parent Share Closing Price: $20.99

3 metrics

Share exchange ratio 0.650 Fulton shares per BLFY share Merger consideration for each Blue Foundry common share

Aggregate Fulton shares issued 12,435,599 shares Total Fulton common stock issuable to former Blue Foundry holders

Parent Share Closing Price $20.99 Price used to cash out in-the-money Blue Foundry options

Key Terms

Merger Consideration, registration statement on Form S-4, Form 25, Form 15, +1 more

5 terms

Merger Consideration financial

"cash in lieu of fractional shares of Fulton Common Stock (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

registration statement on Form S-4 regulatory

"was registered under the Securities Act of 1933 ... pursuant to a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Form 25 regulatory

"file with the SEC a notification on Form 25 to effect the delisting"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC as promptly as possible a certification on Form 15"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Merger Agreement financial

"pursuant to that certain Agreement and Plan of Merger, dated November 24, 2025 (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Understanding 8-K Material Events →

false 0001846017 --12-31 0001846017 2026-04-01 2026-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1, 2026

BLUE FOUNDRY BANCORP

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40619		86-2831373
(State or Other Jurisdiction) of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

19 Park Avenue, Rutherford, New Jersey		07070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 939-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		BLFY		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the closing of the previously announced merger of Blue Foundry Bancorp, a Delaware corporation (“Blue Foundry”), with and into Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), with Fulton as the surviving corporation (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated November 24, 2025 (the “Merger Agreement”), by and between Fulton and Blue Foundry. Following the Merger, Blue Foundry Bank, a New Jersey-chartered stock savings bank and wholly owned subsidiary of Blue Foundry (“Blue Foundry Bank”), will operate as a separate, wholly owned subsidiary of Fulton until Blue Foundry Bank merges with and into Fulton Bank, N.A., a national banking association and wholly owned subsidiary of Fulton (“Fulton Bank”), with Fulton Bank continuing as the surviving bank, which is expected to occur during the summer of 2026 around the time of systems conversion.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 1, 2026 (the “Closing Date”), the Merger was consummated.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $0.01 par value, of Blue Foundry (“Blue Foundry Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive 0.650 of a share of common stock, $2.50 par value, of Fulton (“Fulton Common Stock”) and cash in lieu of fractional shares of Fulton Common Stock (the “Merger Consideration”).

In addition, at the Effective Time, each option to purchase shares of Blue Foundry Common Stock (“Blue Foundry Option”) granted under Blue Foundry’s equity compensation plan that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive from Fulton a cash payment equal to the product of (i) the number of shares of Blue Foundry Common Stock subject to such Blue Foundry Option as of immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (a) $20.99 (the “Parent Share Closing Price”) over (b) the exercise price per share of Blue Foundry Common Stock subject to such Blue Foundry Option immediately prior to the Effective Time. If the per share exercise price of a Blue Foundry Option that was outstanding immediately prior to the Effective Time was equal to or greater than the Parent Share Closing Price, then such Blue Foundry Option was cancelled at the Effective Time for no consideration.

Pursuant to the Merger Agreement, each award in respect of a share of Blue Foundry Common Stock subject to vesting, repurchase or other time-based or performance-based lapse restrictions granted under Blue Foundry’s equity compensation plan that was outstanding immediately prior to the Effective Time was converted into, and was cancelled in exchange for, the right to receive the Merger Consideration.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As a result of the consummation of the Merger, the outstanding shares of Blue Foundry Common Stock were converted into the right to receive approximately 12,435,599 shares of Fulton Common Stock. The issuance of shares of Fulton Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-292122) filed by Fulton with the Securities and Exchange Commission (the “SEC”) on December 12, 2025, as amended, and declared effective on December 23, 2025.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, Blue Foundry notified the Nasdaq Global Select Market (“Nasdaq”) that the Merger had closed and requested that Nasdaq (i) suspend trading in Blue Foundry Common Stock prior to the opening of trading on April 1, 2026, (ii) withdraw Blue Foundry Common Stock from listing on Nasdaq prior to the opening of trading on April 1, 2026, and (iii) file with the SEC a notification on Form 25 to effect the delisting of all shares of Blue Foundry Common Stock from Nasdaq under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, Blue Foundry Common Stock is no longer listed on Nasdaq.

Fulton, as successor to Blue Foundry, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of the registration of Blue Foundry Common Stock under Section 12(g) of the Exchange Act and the suspension of Blue Foundry’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to the Rights of Security Holders.

At the Effective Time, each holder of shares of Blue Foundry Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Blue Foundry other than the right to receive the Merger Consideration as described above in accordance with the Merger Agreement.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

Pursuant to the Merger Agreement, at the Effective Time, Blue Foundry merged with and into Fulton, with Fulton surviving the Merger.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, and pursuant to the terms of the Merger Agreement, Blue Foundry’s directors ceased serving as directors of Blue Foundry.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Merger, at the Effective Time, Blue Foundry ceased to exist and the Amended and Restated Certificate of Incorporation and the Bylaws of Blue Foundry ceased to be in effect by operation of law. The Amended and Restated Articles of Incorporation and the Bylaws, as amended, of

Fulton, as in effect immediately prior to the Effective Time, remain in effect as the Amended and Restated Articles of Incorporation and Bylaws, as amended, of Fulton as the surviving entity of the Merger, consistent with the terms of the Merger Agreement. Copies of the Amended and Restated Articles of Incorporation and Bylaws, as amended, of Fulton are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated November 24, 2025, by and between Fulton Financial Corporation and Blue Foundry (incorporated by reference to Exhibit 2.1 to Blue Foundry’s Current Report on Form 8-K, filed with the SEC on November 25, 2025).
3.1		Amended and Restated Articles of Incorporation of Fulton Financial Corporation (incorporated by reference to Exhibit 3.1 to Fulton’s Current Report on Form 8-K filed on June 24, 2011).
3.2		Bylaws of Fulton Financial Corporation, as amended (incorporated by reference to Exhibit 3.1 to Fulton’s Current Report on Form 8-K filed on May 14, 2021).
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

						FULTON FINANCIAL CORPORATION As successor by merger to Blue Foundry Bancorp
DATE: April 1, 2026				By:		/s/ Natasha R. Luddington
						Natasha R. Luddington Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What happened to Blue Foundry Bancorp (BLFY) in this 8-K filing?

Blue Foundry Bancorp completed its merger into Fulton Financial Corporation. Fulton is the surviving company, and Blue Foundry stockholders now hold Fulton shares instead of Blue Foundry common stock.

What do Blue Foundry (BLFY) shareholders receive in the Fulton merger?

Each share of Blue Foundry common stock was converted into the right to receive 0.650 of a Fulton common share. Holders also receive cash instead of any fractional Fulton shares created by this exchange ratio.

How many Fulton shares will former Blue Foundry (BLFY) stockholders receive?

Former Blue Foundry stockholders are entitled to receive approximately 12,435,599 shares of Fulton Financial common stock. This represents the aggregate stock consideration issued as part of the agreed merger terms.

Is Blue Foundry (BLFY) still listed on the Nasdaq after the merger?

No. Trading in Blue Foundry common stock was suspended and the shares were withdrawn from Nasdaq listing. A Form 25 will delist the stock, and a Form 15 will terminate its SEC registration.

What happens to Blue Foundry options and equity awards in the Fulton merger?

Outstanding Blue Foundry stock options were cancelled and converted into cash based on the $20.99 Parent Share Closing Price, if in-the-money. Restricted and other equity awards were exchanged for the same stock merger consideration as common shares.

What is the future status of Blue Foundry Bank after the Fulton merger?

Blue Foundry Bank will operate as a separate, wholly owned Fulton subsidiary initially. It is expected to merge into Fulton Bank, N.A. during the summer of 2026 around the systems conversion timeline.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB