Blue Foundry (BLFY) risk chief stock converted in Fulton merger

Rhea-AI Filing Summary

Blue Foundry Bancorp Chief Risk Officer Keith Owes reported a disposition of 8,982 shares of common stock back to the company in connection with its merger with Fulton Financial Corporation. Under the merger agreement, each Blue Foundry share was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock, with cash paid instead of any fractional shares. Following this transaction, Owes reported owning 0 shares of Blue Foundry common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Owes Keith

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	8,982	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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Key Figures

Shares disposed: 8,982 shares Exchange ratio: 0.650 shares Post-transaction holdings: 0 shares

3 metrics

Shares disposed 8,982 shares Common stock returned to issuer in merger-related disposition

Exchange ratio 0.650 shares Fulton Financial Corporation stock per Blue Foundry share

Post-transaction holdings 0 shares Direct Blue Foundry common stock held by Keith Owes after disposition

Key Terms

Agreement and Plan of Merger, Disposition to issuer, Merger Agreement

3 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Merger Agreement regulatory

"dated as of November 24, 2025 (the "Merger Agreement"), by and between the Issuer"

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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Owes Keith

(Last) (First) (Middle)

19 PARK AVE

(Street)

RUTHERFORD NEW JERSEY 07070

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Blue Foundry Bancorp [ BLFY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		D		8,982	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the "Merger Agreement"), by and between the Issuer and Fulton Financial Corporation, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock (subject to the payment of cash in lieu of fractional shares).

Remarks:

	/s/ Mary M. Russell, pursuant to Power of Attorney	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Blue Foundry Bancorp (BLFY) report for Keith Owes?

Blue Foundry Bancorp reported that Chief Risk Officer Keith Owes disposed of 8,982 shares of common stock back to the company. The disposition occurred as part of the closing mechanics of the company’s merger with Fulton Financial Corporation, rather than as an open-market trade.

How many Blue Foundry Bancorp (BLFY) shares did Keith Owes surrender in the merger?

Keith Owes surrendered 8,982 shares of Blue Foundry Bancorp common stock. These shares were converted under the merger terms into the right to receive Fulton Financial Corporation stock, with any fractional share interests settled in cash instead of issuing partial shares.

What were the merger exchange terms affecting Blue Foundry Bancorp (BLFY) insiders?

Under the merger agreement, each issued and outstanding share of Blue Foundry Bancorp common stock was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock. The agreement also provided for cash payments instead of issuing fractional Fulton shares to holders.

Did Keith Owes retain any Blue Foundry Bancorp (BLFY) shares after this Form 4 transaction?

After the reported transaction, Keith Owes showed 0 shares of Blue Foundry Bancorp common stock held directly. His entire reported common stock position was converted in the merger, with consideration received in Fulton Financial Corporation shares according to the stated exchange ratio.

Was Keith Owes’ Blue Foundry Bancorp (BLFY) transaction an open-market sale?

The transaction was not an open-market sale. It was coded as a disposition to the issuer, reflecting mechanical conversion of his 8,982 Blue Foundry shares into merger consideration under the agreement with Fulton Financial Corporation, rather than a discretionary sale on the stock market.