Blue Foundry (BLFY) director disposes shares and options in Fulton merger cleanup
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Blue Foundry Bancorp director Jonathan M. Shaw reported dispositions of his common stock and stock options in connection with the company’s merger with Fulton Financial Corporation. On 2026-04-01, he disposed of 45,808 directly held common shares and additional indirect holdings through an IRA, spouse’s IRA, and as custodian for a child.
A prior transaction on 2026-03-30 shows disposition of 106,959 stock options with a strike price of $11.5400 per share. Footnotes state that, under the November 24, 2025 Merger Agreement, each Blue Foundry share was converted into 0.650 Fulton Financial share and each outstanding option was cancelled in exchange for a cash payment based on a per share consideration price of $13.6435.
Positive
- None.
Negative
- None.
Insights
Director’s positions are cashed out and converted as part of the merger.
The transactions show Jonathan M. Shaw, a director of Blue Foundry Bancorp, disposing of all reported common shares and options through issuer-related actions tied to the merger with Fulton Financial Corporation. These are not open‑market trades.
Each common share converts into 0.650 Fulton Financial share, while each option is cancelled for cash equal to the spread between the $13.6435 per share consideration and the option’s $11.5400 exercise price. This is standard merger cleanup of equity awards and holdings, with no remaining Blue Foundry equity reported for Shaw after these entries.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Shaw Jonathan M.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 45,808 | $0.00 | -- |
| Disposition | Common Stock | 14,238 | $0.00 | -- |
| Disposition | Common Stock | 9,100 | $0.00 | -- |
| Disposition | Common Stock | 116 | $0.00 | -- |
| Disposition | Stock Options | 106,959 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By IRA);
Stock Options — 0 shares (Direct)
Footnotes (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). Stock options vest at a rate of 20% per year commencing on August 26, 2023. In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($13.6435), multiplied by the number of shares subject to such option.
Key Figures
Direct common shares disposed: 45,808 shares
Indirect common shares via IRA: 14,238 shares
Indirect common shares via spouse’s IRA: 9,100 shares
+5 more
8 metrics
Direct common shares disposed
45,808 shares
Common Stock disposition to issuer on 2026-04-01
Indirect common shares via IRA
14,238 shares
Common Stock disposition by IRA on 2026-04-01
Indirect common shares via spouse’s IRA
9,100 shares
Common Stock disposition by spouse’s IRA on 2026-04-01
Indirect common shares as custodian
116 shares
Common Stock disposition as custodian for child on 2026-04-01
Stock options disposed
106,959 options
Stock Options disposition to issuer on 2026-03-30
Option exercise price
$11.5400 per share
Conversion or exercise price for cancelled options
Per share merger consideration
$13.6435 per share
Cash consideration used to value cancelled options
Share exchange ratio
0.650 shares
Fulton Financial shares per Blue Foundry common share
Key Terms
Agreement and Plan of Merger, per share consideration price, stock options, IRA, +1 more
5 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.
stock options financial
"Stock options vest at a rate of 20% per year"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
IRA financial
"nature_of_ownership: By IRA"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
disposition to issuer financial
"transaction_code_description: Disposition to issuer"
FAQ
What did Jonathan M. Shaw report in this Blue Foundry (BLFY) Form 4?
Jonathan M. Shaw reported disposing of all reported Blue Foundry common shares and stock options. These dispositions were issuer-related and occurred in connection with the merger between Blue Foundry Bancorp and Fulton Financial Corporation, rather than open-market buying or selling activity.
Were Jonathan M. Shaw’s Blue Foundry (BLFY) stock transactions open-market sales?
No, the transactions are coded “D” for disposition to issuer, not market sales. They reflect shares and options being converted or cancelled under the merger terms with Fulton Financial Corporation, rather than discretionary buying or selling in the open market.
What happens to Blue Foundry (BLFY) stock options held by Jonathan M. Shaw?
Each outstanding option to acquire Blue Foundry common stock is cancelled at the merger’s effective time. The holder receives a cash payment equal to the per share consideration price of $13.6435 minus the option’s exercise price, multiplied by the number of option shares.
What was the exercise price of Jonathan M. Shaw’s cancelled Blue Foundry (BLFY) options?
The reported stock options had a conversion or exercise price of $11.5400 per share. Under the merger terms, the cash payment is based on the spread between this exercise price and the $13.6435 per share consideration price, applied to the option share count.
How many Blue Foundry (BLFY) stock options tied to the merger did Shaw dispose of?
The filing shows a derivative transaction involving 106,959 stock options on Blue Foundry common stock. These options were disposed of to the issuer and cancelled for cash in connection with the merger with Fulton Financial Corporation, following the stated consideration formula.