Blue Foundry director stake converted in merger

Blue Foundry Bancorp director Kenneth Grimbilas reported merger-related dispositions of his equity in the company.

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Form Type

Rhea-AI Filing Summary

Blue Foundry Bancorp director Kenneth Grimbilas reported merger-related dispositions of his equity in the company. He returned 59,848 shares of common stock held directly and 41,117 shares held through an IRA to the issuer, leaving no reported common shares.

In connection with the merger with Fulton Financial Corporation, 106,959 stock options with an exercise price of $11.54 per share were cancelled and converted into a cash right based on a per share consideration price of $13.6435. Each issued and outstanding Blue Foundry common share was converted into the right to receive 0.650 shares of Fulton Financial common stock, plus cash in lieu of fractional shares.

Insider Trade Summary

Disposition: 207,924 shares

Disposition 3 txns

Insider Grimbilas Kenneth

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	59,848	$0.00	$0.00
Disposition	Common Stock	41,117	$0.00	$0.00
Disposition	Stock Options	106,959	$0.00	$0.00

Holdings After Transaction: Stock Options — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By IRA)

Footnotes (3)

F1. 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).
F2. Stock options vest at a rate of 20% per year commencing on August 26, 2023.
F3. 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: 59,848 shares IRA-held shares disposed: 41,117 shares Stock options cancelled: 106,959 options +4 more

7 metrics

Direct common shares disposed 59,848 shares Returned to issuer on issuer disposition

IRA-held shares disposed 41,117 shares Indirect ownership by IRA, issuer disposition

Stock options cancelled 106,959 options Options on common stock disposed to issuer

Option exercise price $11.54 per share Exercise price of cancelled stock options

Per share consideration $13.6435 per share Merger cash-equivalent price for option payout

Share exchange ratio 0.650 shares Fulton Financial shares received for each BLFY share

Common shares after transaction 0 shares Reported holdings following dispositions

Key Terms

Agreement and Plan of Merger, per share consideration price, stock options vest, cash payment, +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 vest financial

"Stock options vest at a rate of 20% per year commencing on August 26, 2023."

cash payment financial

"was cancelled and converted into the right to receive a cash payment, less applicable taxes..."

fractional shares financial

"0.650 shares of Fulton Financial Corporation common stock (subject to the payment of cash in lieu of fractional shares)."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

FAQ

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What insider transactions did BLFY director Kenneth Grimbilas report?

Kenneth Grimbilas reported returning 59,848 directly held Blue Foundry common shares and 41,117 shares held through an IRA to the issuer, plus cancelling 106,959 stock options. These were merger-related dispositions, not open-market purchases or sales.

How were BLFY shares converted in the Fulton Financial merger?

Each issued and outstanding Blue Foundry common share was converted into the right to receive 0.650 Fulton Financial Corporation common shares. Holders also receive cash in lieu of any fractional shares created by applying this stock conversion ratio.

What happened to BLFY stock options held by insiders in the merger?

Each outstanding option to acquire Blue Foundry common stock was cancelled and converted into a cash payment. The payment equals the difference between the option’s exercise price and the $13.6435 per share consideration, multiplied by the number of option shares.

How many BLFY stock options did Kenneth Grimbilas dispose of?

Kenneth Grimbilas disposed of 106,959 Blue Foundry stock options. These options had a stated exercise price of $11.54 per share and were cancelled for a cash payment calculated under the merger terms with Fulton Financial Corporation.

Did Kenneth Grimbilas retain any BLFY shares after these transactions?

After returning 59,848 directly held shares and 41,117 IRA-held shares to the issuer, and cancelling 106,959 stock options, Kenneth Grimbilas reported zero Blue Foundry common shares and zero related stock options remaining in this Form 4 filing.

How did BLFY stock options vest before the merger transaction?

The reported Blue Foundry stock options vested at a rate of 20% per year beginning on August 26, 2023. Despite this vesting schedule, all such options were cancelled at the merger’s effective time in exchange for a cash payment defined by the merger agreement.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/01/2026 - 10:42 AM EDT

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

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^*

Grimbilas Kenneth

(Last)

(First)

(Middle)

19 PARK AVENUE

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		D		59,848	D	⁽¹⁾	0	D
Common Stock	04/01/2026		D		41,117	D	⁽¹⁾	0	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$11.54	03/30/2026		D			106,959	⁽²⁾	08/26/2032	Common Stock	106,959	⁽³⁾	0	D

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).

2. Stock options vest at a rate of 20% per year commencing on August 26, 2023.

3. 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.

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)

Source: View Original Filing on SEC EDGAR