[8-K] Blue Foundry Bancorp Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Bank M&A and capital markets analyst

Blue Foundry agrees to an all-stock sale to Fulton at a fixed exchange ratio.

The transaction combines Blue Foundry Bancorp with Fulton Financial Corporation in a stock-for-stock merger where each Blue Foundry share converts into 0.650 shares of Fulton common stock

Completion depends on several conditions: approval by Blue Foundry stockholders, bank and other regulatory approvals, effectiveness of a Form S-4 registration statement for Fulton shares, and NASDAQ listing approval for the new Fulton stock. These steps mean timing and outcome are contingent on regulatory review and shareholder voting, as explicitly noted.

The agreement contains a $9,694,662 termination fee payable by Blue Foundry to Fulton if the deal is terminated under specified competing acquisition scenarios, which can discourage alternative bids. CEO James D. Nesci and CFO Kelly Pecoraro are set to receive change-in-control related payments of $4,311,000 and $2,601,000, respectively, tied to settlement agreements that also impose two-year non-compete and non-solicitation covenants following the effective date of the merger.

11/25/2025 - 06:30 AM

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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): November 24, 2025

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2025, Blue Foundry Bancorp, a Delaware corporation (“Blue Foundry”), and Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein; (i) Blue Foundry will merge with and into Fulton (the “Merger”), with Fulton surviving the Merger, and (ii) following the Merger, Blue Foundry’s wholly owned bank subsidiary, Blue Foundry Bank, a New Jersey-chartered stock savings bank, will merge with and into Fulton’s wholly owned bank subsidiary, Fulton Bank, N.A., a national banking association (“Fulton Bank”), with Fulton Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Proposed Transaction”). The Merger Agreement was unanimously approved by the Boards of Directors of each of Blue Foundry and Fulton.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Blue Foundry stockholders will have the right to receive for each share of Blue Foundry’s common stock, par value $0.01 per share, 0.650 shares of Fulton’s common stock, par value $2.50 per share (“Fulton Common Stock”) (the “Merger Consideration”).

At the Effective Time, (i) Blue Foundry restricted stock awards will fully vest and shall be cancelled and converted automatically into the right to receive the Merger Consideration, and (ii) all outstanding Blue Foundry stock options will become vested (if not then already vested) and will be cancelled and cashed out.

The Merger Agreement contains customary representations, warranties, and covenants of each party. Subject to certain exceptions, the Merger Agreement provides that the Board of Directors of Blue Foundry will recommend the approval and adoption of the Merger Agreement by the stockholders of Blue Foundry. Blue Foundry has agreed not to solicit acquisition proposals relating to alternative business combination transactions. In addition, Blue Foundry has agreed not to participate in discussions or negotiations or provide information in connection with any acquisition proposals for alternative business combination transactions unless certain conditions are satisfied.

Closing of the Merger is subject to customary conditions, including, among others, approval of the Merger Agreement by stockholders of Blue Foundry, receipt of required regulatory approvals, effectiveness of the registration statement to be filed by Fulton, and approval for listing on NASDAQ with respect to Fulton Common Stock to be issued in the Merger.

The Merger Agreement provides certain termination rights for each party and further provides that, in the event the Merger Agreement is terminated under certain circumstances in connection with a competing acquisition transaction, Blue Foundry will be required to pay Fulton a termination fee of $9,694,662.

In connection with the Merger Agreement, Fulton has entered into voting agreements with directors and certain executive officers of Blue Foundry, in each case in their capacities as stockholders (collectively, the “Voting Agreements”). Pursuant to the terms of the Voting Agreements, each of these directors and executive officers has agreed to vote the shares of common stock they own in favor of the Merger Agreement, subject to the exceptions set forth in the Voting Agreements.

The foregoing summary of the Merger Agreement and the Voting Agreements in this Item 1.01 is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement and the form of Voting Agreement, copies of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference in their entirety. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, the representations and warranties in the Merger Agreement will not survive consummation of the Merger, unless otherwise specified therein, and were made only as of the date of the Merger Agreement or such other date as specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto, their respective affiliates or their respective businesses.

Fulton and Blue Foundry issued a press release on November 24, 2025 announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

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

Settlement Agreements. James D. Nesci, President and Chief Executive Officer, and Kelly Pecoraro, Executive Vice President and Chief Financial Officer, have each entered into a Settlement and Restrictive Covenant Agreement (each, a “Settlement Agreement”). Under the Settlement Agreements, Mr. Nesci and Ms. Pecoraro will receive payments of $4,311,000 and $2,601,000, respectively, pursuant to the terms of their employment agreement (with respect to Mr. Nesci) and change in control agreement (with respect to Ms. Pecoraro), and have agreed to certain restrictive covenants not to compete and not to solicit employees, customers or prospective customers, in each case, for two years following the effective date of the Merger. Payment of the foregoing amounts pursuant to the Settlement Agreements will be made the day before, on, or within 10 days after, the effective date of the Merger, and is subject to repayment if the executive does not timely execute and deliver, or revokes, a mutual release of claims and covenant not to sue following the effective date of the Merger. In addition, under the Settlement Agreements, the executives must adhere to certain confidentiality and mutual non-disparagement provisions. The foregoing summary of the Settlement Agreements is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreements, which are attached as Exhibits 10.2 and 10.3 to this Form 8-K and are incorporated herein by reference in their entirety.

Item 7.01 Regulation FD Disclosure.

Fulton intends to provide supplemental information regarding the transactions disclosed under Item 1.01 of this Current Report on Form 8-K in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are furnished as Exhibit 99.2 and are incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.2 referenced herein, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing of Blue Foundry under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
2.1		Agreement and Plan of Merger dated November 24, 2025 by and between Fulton Financial Corporation and Blue Foundry Bancorp*
10.1		Form of Voting Agreement executed by all directors and certain executive officers of Blue Foundry Bancorp
10.2		Settlement and Restrictive Covenant Agreement by and among James D. Nesci, Blue Foundry Bank and Blue Foundry Bancorp dated November 24, 2025
10.3		Settlement and Restrictive Covenant Agreement by and among Kelly Pecoraro, Blue Foundry Bank and Blue Foundry Bancorp dated November 24, 2025
99.1		Press Release dated November 24, 2025
99.2		Investor Presentation, dated November 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon its request.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Fulton and Blue Foundry with respect to the proposed business combination between Fulton and Blue Foundry (the “Proposed Transaction”), the strategic benefits and financial benefits of the Proposed Transaction, including the expected impact of the Proposed Transaction on Fulton’s future financial performance (including anticipated accretion to earnings per share and other metrics), and the timing of the closing of the Proposed Transaction. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of Fulton and Blue Foundry, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton’s and Blue Foundry’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. All forward-looking statements attributable to Fulton or Blue Foundry, or persons acting on Fulton’s or Blue Foundry’s behalf, are expressly qualified in their entirety by the cautionary statements set forth below. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton and Blue Foundry undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Factors relating to the Proposed Transaction that could cause or contribute to actual results differing materially from those contained or implied in forward-looking statements or historical performance include, in addition to those factors identified elsewhere in this communication:

• The possibility that revenue or expense synergies and other expected benefits of the Proposed Transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Foundry into Fulton or as a result of the strength of the economy, competitive factors in the areas where Fulton and Blue Foundry do business, or as a result of other unexpected factors or events;

• The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement governing the terms and conditions of the Proposed Transaction;

• The possibility that the Proposed Transaction may not be completed when expected or at all because required regulatory, stockholder or other approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect Fulton or Blue Foundry or the expected benefits of the Proposed Transaction);

• Reputational risks and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Proposed Transaction;

• The dilution caused by Fulton’s issuance of common stock in connection with the Proposed Transaction; diversion of management’s attention and time from ongoing business operations and other opportunities on matters relating to the Proposed Transaction;

• The outcome of any legal proceedings related to the Proposed Transaction which may be instituted against Fulton or Blue Foundry;

• Unanticipated challenges or delays in the integration of Blue Foundry’s business into Fulton’s business and or the conversion of Blue Foundry’s operating systems and customer data onto Fulton’s may significantly increase the expense associated with the Proposed Transaction; and

• Other factors that may affect future results of Fulton and Blue Foundry, including continued pressures and uncertainties within the banking industry and Fulton’s and Blue Foundry’s markets, including changes in interest rates, price fluctuations as well as other market events, and deposit amounts and composition, increased competitive pressures, operational risks, asset and credit quality deterioration, the impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which Fulton or Blue Foundry operate, and legislative, regulatory, and fiscal policy changes and related compliance costs.

These factors are not necessarily all of the factors that could cause Fulton’s or Blue Foundry’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Fulton’s or Blue Foundry’s results.

Further information regarding Fulton and Blue Foundry and factors that could affect the forward-looking statements contained herein can be found in Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and in the Investor Relations section of Fulton’s website at www.fultonbank.com, and in other documents Fulton files with the SEC and in Blue Foundry’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov and available in the Investor Relations section of Blue Foundry’s website at https://bluefoundrybank.com and in other documents Blue Foundry files with the SEC. Information on these websites is not part of this document.

Additional Information About the Proposed Transaction and Where to Find it

In connection with the Proposed Transaction, Fulton will file a registration statement on Form S-4 with the SEC under the Securities Act to register the shares of Fulton common stock to be issued in connection with the Proposed Transaction that will include a proxy statement of Blue Foundry and a prospectus of Fulton (the “proxy statement/prospectus”) and other relevant documents in connection with the Proposed Transaction. The definitive proxy statement/prospectus will be sent to the stockholders of Blue Foundry seeking their approval of the Proposed Transaction and other related matters. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND STOCKHOLDERS OF BLUE FOUNDRY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND EACH OTHER RELEVANT DOCUMENT FILED WITH THE SEC BY FULTON OR BLUE FOUNDRY IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus (when it becomes available) and any other documents Fulton and Blue Foundry have filed and will file with the SEC may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, copies of the proxy statement/prospectus and documents Fulton and Blue Foundry have filed or will file with the SEC that will be incorporated by reference into the proxy statement/prospectus may also be obtained free of charge on Fulton’s website at fultonbank.com or by contacting Matt Jozwiak, Fulton Financial Corporation, One Penn Square, Lancaster, PA 17602 or on Blue Foundry’s website at www.bluefoundrybank.com or by contacting Elyse D. Beidner, Blue Foundry Bancorp, 19 Park Avenue, Rutherford, NJ 07070.

PARTICIPANTS IN THE SOLICITATION

Fulton, Blue Foundry and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Blue Foundry in connection with the Proposed Transaction under the rules of the SEC. Information regarding Fulton’s directors and executive officers is available in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Fulton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025 (available here); in the sections entitled “Director Nominees,” “Executive Officers Who are Not Serving as Directors,” “Corporate Governance and Board Matters” and “Information Concerning Executive Compensation” in Fulton’s definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2025 (available here); and other documents filed by Fulton with the SEC. Information regarding Blue Foundry’s directors and executive officers is available in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Blue Foundry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 27, 2025 (available here); in the sections entitled “Principal Shareholders and Stock Ownership of Management,” “Director Information,” “Directors,” “Board Composition,” “Transactions with Certain Related Persons,” “Executive Compensation,” and “Directors’ Compensation” in Blue Foundry’s definitive proxy statement relating to its 2025 Annual Meeting of Shareholders which was filed with the SEC on April 10, 2025 (available here); and other documents filed by Blue Foundry with the SEC. To the extent holdings of Fulton common stock by the directors and executive officers of Fulton or holdings of Blue Foundry common stock by directors and officers of Blue Foundry have changed from the amounts held by such persons as reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus relating to the Proposed Transaction. Free copies of this document may be obtained as described in the preceding paragraph.

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.

						Blue Foundry Bancorp
DATE: November 25, 2025				By:		/s/ James D. Nesci
						James D. Nesci President and Chief Executive Officer

FAQ

What did Blue Foundry Bancorp (BLFY) announce in this 8-K?

Blue Foundry Bancorp announced that it entered into an Agreement and Plan of Merger with Fulton Financial Corporation, under which Blue Foundry will merge into Fulton and Blue Foundry Bank will merge into Fulton Bank, N.A., subject to customary closing conditions.

What consideration will BLFY stockholders receive in the merger with Fulton?

At the effective time of the merger, each share of Blue Foundry common stock will be converted into the right to receive 0.650 shares of Fulton common stock, as the stated merger consideration.

What conditions must be satisfied before the Blue Foundry–Fulton merger can close?

Closing is conditioned on approval of the merger agreement by Blue Foundry stockholders, receipt of required regulatory approvals, effectiveness of a registration statement on Form S-4 to be filed by Fulton, and NASDAQ listing approval for the Fulton common stock to be issued in the merger.

Is there a termination fee in the Blue Foundry and Fulton merger agreement?

Yes. If the merger agreement is terminated under specified circumstances in connection with a competing acquisition transaction, Blue Foundry must pay Fulton a termination fee of $9,694,662.

How will Blue Foundry’s executive equity awards and options be treated in the merger?

At the effective time, Blue Foundry restricted stock awards will fully vest and convert into the right to receive the stock merger consideration, and all outstanding stock options will become vested (if not already) and will be cancelled and cashed out.

What payments will Blue Foundry’s CEO and CFO receive in connection with the merger?

Under Settlement and Restrictive Covenant Agreements, CEO James D. Nesci will receive $4,311,000 and CFO Kelly Pecoraro will receive $2,601,000, with payments made around the merger’s effective date, subject to execution of specified releases and ongoing restrictive covenants.

How are Blue Foundry insiders supporting the proposed merger with Fulton?

Fulton entered into voting agreements with directors and certain executive officers of Blue Foundry, under which they agreed, in their capacities as stockholders and subject to stated exceptions, to vote their shares in favor of the merger agreement.