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Blue Foundry (NASDAQ: BLFY) EVP swaps shares and options in Fulton deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Blue Foundry Bancorp EVP/Human Resources Director Roselle Acela disposed of her Blue Foundry equity in connection with the company’s merger with Fulton Financial Corporation. The filing shows issuer dispositions of 11,291 shares of common stock held directly, 20,000 shares held through a 401(k), and 11,091 shares held through an ESOP.

Each Blue Foundry common share was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock under the merger agreement. In addition, 55,000 stock options with a strike price of $11.69 were cancelled and converted into a cash payment based on the difference between the $13.6435 per share consideration and the exercise price, multiplied by the option share count. Following these transactions, the filing reports zero Blue Foundry shares and options remaining for Acela.

Positive

  • None.

Negative

  • None.
Insider Roselle Acela
Role EVP/Human Resources Director
Type Security Shares Price Value
Disposition Common Stock 11,291 $0.00 --
Disposition Common Stock 20,000 $0.00 --
Disposition Common Stock 11,091 $0.00 --
Disposition Stock Options 55,000 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By 401(k)); Stock Options — 0 shares (Direct)
Footnotes (1)
  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 ratably for seven years commencing on October 19, 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.
Direct common shares disposed 11,291 shares Issuer disposition of directly held Blue Foundry common stock
401(k) shares disposed 20,000 shares Issuer disposition of Blue Foundry shares held by 401(k)
ESOP shares disposed 11,091 shares Issuer disposition of Blue Foundry shares held by ESOP
Stock options cancelled 55,000 options Options on Blue Foundry common stock cancelled for cash
Option exercise price $11.69 per share Strike price of cancelled Blue Foundry stock options
Merger per share consideration $13.6435 per share Cash value used to calculate option cancellation payout
Share exchange ratio 0.650 shares Fulton Financial shares received per Blue Foundry share
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.
per share consideration price financial
"equal to the difference between the exercise price of the option and the per share consideration price ($13.6435)..."
ESOP financial
"nature_of_ownership: By ESOP"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
401(k) financial
"nature_of_ownership: By 401(k)"
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
stock options vest ratably financial
"Stock options vest ratably for seven years commencing on October 19, 2023."
SEC Form 4
FORM 4UNITED 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*
Roselle Acela

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP/Human Resources Director
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026D11,291D(1)0D
Common Stock04/01/2026D20,000D(1)0IBy 401(k)
Common Stock04/01/2026D11,091D(1)0IBy ESOP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$11.6903/30/2026D55,000 (2)10/19/2032Common Stock55,000(3)0D
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 ratably for seven years commencing on October 19, 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 Attorney04/01/2026
** Signature of Reporting PersonDate
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 Roselle Acela?

Blue Foundry reported that EVP/Human Resources Director Roselle Acela disposed of all reported Blue Foundry common stock and stock options. The transactions were issuer dispositions tied to the merger with Fulton Financial Corporation, leaving her with no remaining Blue Foundry shares or options.

How many Blue Foundry Bancorp (BLFY) shares did Roselle Acela dispose of?

Roselle Acela disposed of 11,291 common shares held directly, 20,000 shares held through a 401(k), and 11,091 shares held through an ESOP. All these were reported as issuer dispositions in connection with the merger, eliminating her disclosed Blue Foundry common share holdings.

What happened to Roselle Acela’s Blue Foundry (BLFY) stock options in the merger?

Acela’s 55,000 stock options with an $11.69 exercise price were cancelled and converted into a cash payment. The cash amount equals the difference between the $13.6435 per share merger consideration and the exercise price, multiplied by 55,000, less applicable taxes and withholdings.

What merger terms affected Blue Foundry Bancorp (BLFY) shareholders in this Form 4?

Under the merger agreement, each issued and outstanding Blue Foundry common share was converted into the right to receive 0.650 Fulton Financial Corporation common shares. Cash is paid instead of fractional shares, so holders receive Fulton stock plus any necessary small cash adjustments.

Does Roselle Acela still hold any Blue Foundry Bancorp (BLFY) equity after these transactions?

According to the filing, Roselle Acela’s total shares following each reported transaction are zero. That means no remaining Blue Foundry common stock or related stock options are listed for her after the merger-related issuer dispositions described in this Form 4.