Blue Foundry (NASDAQ: BLFY) CLO exits shares, options via Fulton merger terms

Rhea-AI Filing Summary

Blue Foundry Bancorp EVP and Chief Legal Officer Elyse D. Beidner disposed of her remaining Blue Foundry equity and options in connection with the company’s merger with Fulton Financial Corporation. Common shares held directly, through a 401(k), and through an ESOP were transferred back to the issuer, and her stock options were cancelled.

Under the merger agreement, each Blue Foundry common share was converted into the right to receive 0.650 shares of Fulton Financial common stock, with cash paid instead of fractional shares. Each cancelled option becomes a cash right equal to the spread between its $11.69 exercise price and the per share consideration of $13.6435, multiplied by the number of option shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Beidner Elyse D.

Role EVP and Chief Legal Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	16,998	$0.00	--
Disposition	Common Stock	20,000	$0.00	--
Disposition	Common Stock	11,772	$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.

Key Figures

Direct common shares disposed: 16,998 shares 401(k) shares disposed: 20,000 shares ESOP shares disposed: 11,772 shares +4 more

7 metrics

Direct common shares disposed 16,998 shares Common Stock disposition to issuer by Elyse D. Beidner

401(k) shares disposed 20,000 shares Common Stock indirectly held by 401(k) and disposed to issuer

ESOP shares disposed 11,772 shares Common Stock indirectly held by ESOP and disposed to issuer

Stock options cancelled 55,000 options Options on Common Stock disposed to issuer under merger agreement

Option exercise price $11.69 per share Exercise price for cancelled stock options

Per share consideration $13.6435 per share Cash consideration reference price for option cashout

Merger share exchange ratio 0.650 shares Fulton Financial common stock per Blue Foundry common share

Key Terms

Agreement and Plan of Merger, per share consideration price, ESOP, 401(k), +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

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

ESOP financial

"Common Stock indirectly owned, 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

"Common Stock indirectly owned, 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."

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^*

Beidner Elyse D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Legal Officer

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		16,998	D	(1)	0	D
Common Stock	04/01/2026		D		20,000	D	(1)	0	I	By 401(k)
Common Stock	04/01/2026		D		11,772	D	(1)	0	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$11.69	03/30/2026		D			55,000	(2)	10/19/2032	Common Stock	55,000	(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 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 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 did BLFY executive Elyse D. Beidner report in this Form 4?

Elyse D. Beidner reported disposing of all remaining Blue Foundry Bancorp common shares and stock options. The transactions reflect transfers back to the issuer and option cancellations tied to the merger with Fulton Financial Corporation, rather than open-market buying or selling.

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

Each Blue Foundry Bancorp common share was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock. Any fractional share amounts are settled in cash, aligning all common shareholders with the same stock-based merger consideration structure.

What happened to Elyse Beidner’s BLFY stock options in this filing?

Her Blue Foundry stock options were cancelled and converted into a cash right. The cash equals the difference between the option’s $11.69 exercise price and the $13.6435 per share consideration, multiplied by the number of option shares, less applicable taxes and withholdings.

Did Elyse Beidner keep any Blue Foundry Bancorp (BLFY) shares after these transactions?

No Blue Foundry Bancorp holdings remain after these transactions. The Form 4 shows zero shares following the dispositions for her direct holdings, 401(k) position, ESOP shares, and stock options, consistent with the company being acquired in the merger with Fulton Financial.

Are these BLFY insider transactions open-market sales or routine merger-related events?

These are routine merger-related events, not open-market sales. The dispositions reflect conversions and cancellations required by the merger agreement with Fulton Financial Corporation, including share-for-share conversion and cash payments on in-the-money stock options.

What is the per share consideration price used for BLFY option cashouts?

The per share consideration price is $13.6435. Each outstanding Blue Foundry Bancorp stock option is cancelled and converted into a cash payment based on this price, minus the option’s $11.69 exercise price, times the number of option shares, subject to taxes and withholdings.