Blue Foundry (NASDAQ: BLFY) director cashed out in Fulton deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Blue Foundry Bancorp director Mirella Lang reported disposing of all remaining Blue Foundry equity in connection with its merger with Fulton Financial Corporation. The filing shows 44,028 shares of common stock transferred back to the issuer.
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 fractional shares. In addition, 106,959 stock options with an exercise price of $11.54 per share were cancelled and converted into a cash payment based on the difference between the per share consideration price of $13.6435 and the option exercise price, multiplied by the number of option shares. After these transactions, Lang no longer holds Blue Foundry common stock or stock options.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Lang Mirella
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 44,028 | $0.00 | -- |
| Disposition | Stock Options | 106,959 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
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
Common shares disposed: 44,028 shares
Options cancelled: 106,959 options
Option exercise price: $11.54 per share
+3 more
6 metrics
Common shares disposed
44,028 shares
Disposition to issuer tied to Fulton merger
Options cancelled
106,959 options
Stock options converted to cash under merger agreement
Option exercise price
$11.54 per share
Exercise price of cancelled stock options
Per share consideration price
$13.6435 per share
Cash value used to compute option cancellation payment
Share exchange ratio
0.650 shares
Fulton common stock per Blue Foundry common share
Option expiration date
August 26, 2032
Original expiration for the cancelled stock options
Key Terms
Agreement and Plan of Merger, per share consideration price, stock options, vest, +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 commencing on August 26, 2023"
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.
vest financial
"Stock options vest at a rate of 20% per year commencing on August 26, 2023"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
cash payment financial
"was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings"
FAQ
What did Blue Foundry (BLFY) director Mirella Lang report in this Form 4?
Director Mirella Lang reported disposing of all Blue Foundry equity holdings. The filing shows 44,028 common shares returned to the issuer and 106,959 stock options cancelled for cash, all tied to the company’s merger with Fulton Financial Corporation.
What happened to Mirella Lang’s Blue Foundry (BLFY) stock options?
All 106,959 stock options were cancelled and converted into a cash payment. The cash equals the per share consideration price of $13.6435 minus the $11.54 exercise price, multiplied by the number of option shares, less applicable taxes and withholdings.
Does Mirella Lang still hold Blue Foundry (BLFY) securities after the merger?
According to the filing, Lang’s holdings of Blue Foundry common stock and stock options are zero after the merger-related dispositions. Her Blue Foundry equity was either converted into merger consideration or cancelled for cash under the merger agreement’s terms.
How did the merger affect vesting of Blue Foundry (BLFY) stock options?
The filing notes that the stock options vest at 20% per year beginning August 26, 2023. However, under the merger agreement, all outstanding options at the merger’s effective time, whether vested or unvested, were cancelled and converted into a cash payment instead.