Blue Foundry (NASDAQ: BLFY) director’s shares and options cashed out in Fulton merger

Rhea-AI Filing Summary

Blue Foundry Bancorp director James Christopher Ely reported dispositions tied to the completion of the Fulton Financial Corporation merger. Each Blue Foundry common share was converted into the right to receive 0.650 Fulton Financial common shares under the merger terms.

Ely disposed of 57,783 directly held common shares and 10,366 shares held indirectly through an IRA back to the issuer, leaving no reported Blue Foundry common stock holdings. In addition, 106,959 stock options with an exercise price of $11.5400 per share were cancelled.

Under the merger agreement, each cancelled option was converted into a cash payment equal to the difference between the option’s exercise price and the per share merger consideration of $13.6435, multiplied by the number of option shares, less applicable taxes and withholdings.

Insights

Insider transactions analyst

Director’s holdings and options were cashed out automatically in the merger.

All three transactions are coded "D" for disposition to issuer and stem from the Blue Foundry–Fulton merger, not open-market trading. Common shares were converted into the right to receive 0.650 Fulton shares per Blue Foundry share, so Ely’s equity shifted into the acquirer’s stock.

The 106,959 stock options with a $11.5400 exercise price were cancelled and replaced with a cash right based on the per share merger consideration of $13.6435, after taxes and withholdings. With total shares following each transaction reported as zero and no remaining derivatives in the derivative summary, this filing reflects a full exit from Blue Foundry securities due to the merger mechanics, a routine outcome in an acquisition rather than a discretionary insider trade.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ely James Christopher

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	57,783	$0.00	--
Disposition	Common Stock	10,366	$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)

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: 57,783 shares IRA common shares disposed: 10,366 shares Stock options cancelled: 106,959 options +3 more

6 metrics

Direct common shares disposed 57,783 shares Disposition to issuer tied to merger

IRA common shares disposed 10,366 shares Indirect ownership by IRA, disposition to issuer

Stock options cancelled 106,959 options Options on common stock cancelled in merger

Option exercise price $11.5400 per share Exercise price for cancelled options

Per share merger consideration $13.6435 per share Used to calculate cash payment for options

Share exchange ratio 0.650 shares Fulton Financial stock per Blue Foundry share

Key Terms

Agreement and Plan of Merger, per share consideration price, disposition to issuer, cash in lieu of fractional shares, +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.

per share consideration price financial

"the per share consideration price ($13.6435), multiplied by the number of shares..."

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

cash in lieu of fractional shares financial

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

exercise price financial

"equal to the difference between the exercise price of the option and the per share consideration price ($13.6435)..."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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^*

Ely James Christopher

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		D		57,783	D	(1)	0	D
Common Stock	04/01/2026		D		10,366	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)

FAQ

What insider transactions did James Christopher Ely report in Blue Foundry Bancorp (BLFY) Form 4?

He reported dispositions of Blue Foundry common stock and options. 57,783 directly held shares and 10,366 IRA-held shares were returned to the issuer, and 106,959 stock options were cancelled in connection with the Fulton Financial Corporation merger.

How were Blue Foundry Bancorp (BLFY) shares exchanged in the Fulton Financial merger?

Each issued and outstanding Blue Foundry common share was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock, with cash paid in lieu of fractional shares. This exchange ratio applied to all outstanding Blue Foundry common stock under the merger agreement.

What happened to James Ely’s Blue Foundry Bancorp (BLFY) stock options in the merger?

Ely’s 106,959 options to acquire Blue Foundry common stock were cancelled. Each option was converted into a cash right equal to the per share merger consideration of $13.6435 minus the $11.5400 exercise price, multiplied by the option shares, less applicable taxes and withholdings.

Did James Christopher Ely retain any Blue Foundry Bancorp (BLFY) shares after these transactions?

No Blue Foundry holdings remained reported. Total shares following each disposition transaction were listed as 0.0000, and there were no remaining derivative positions in the derivative summary, indicating his Blue Foundry equity position ended with the merger settlement.

Were James Ely’s Blue Foundry Bancorp (BLFY) Form 4 transactions open-market buys or sells?

No. All transactions used code “D” for disposition to issuer and were tied to the merger agreement with Fulton Financial Corporation. They reflect automatic conversions and cancellations under the merger terms, not discretionary open-market buying or selling.