Blue Foundry Bancorp SEC Filings

Blue Foundry Bancorp shareholders approved the proposed merger with Fulton Financial Corporation at a Special Meeting held on January 29, 2026. The merger agreement, under which Blue Foundry will merge into Fulton with Fulton as the surviving entity, received 16,476,512 votes in favor, 280,898 against and 40,311 abstentions, representing a majority of outstanding shares entitled to vote. A separate proposal allowing adjournment of the meeting to solicit additional proxies, if needed, also passed with 14,019,713 votes for and 2,739,049 against, but was ultimately not required because the merger proposal was approved.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 860,458 shares of Blue Foundry Bancorp common stock, representing 4.14% of the class as of the event date. Vanguard reports no sole voting or dispositive power, with shared voting power over 120,433 shares and shared dispositive power over 860,458 shares.

The filing notes an internal realignment effective January 12, 2026, after which certain Vanguard subsidiaries or business divisions are expected to report beneficial ownership separately while pursuing the same investment strategies. Vanguard states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Blue Foundry Bancorp.

Blue Foundry Bancorp received a Schedule 13G reporting that investment manager Glazer Capital, LLC and its managing member Paul J. Glazer beneficially own 1,779,895 shares of the company’s common stock, representing 8.57% of the outstanding class. The shares are held by certain funds and managed accounts known as the Glazer Funds, including Glazer Capital Enhanced Master Fund, Ltd., which has the right to receive proceeds from the sale of more than 5% of the shares.

The reporting persons state they have shared voting and dispositive power over all 1,779,895 shares and no sole power. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Blue Foundry Bancorp, but rather under circumstances consistent with passive ownership.

Blue Foundry Bancorp has agreed to be acquired by Fulton Financial Corporation in an all‑stock merger. Blue Foundry stockholders will receive 0.650 shares of Fulton common stock for each share of Blue Foundry common stock they own, with Fulton surviving as the combined parent company.

After the parent-level merger, Blue Foundry Bank will merge into Fulton Bank, N.A., which will remain the surviving bank. The deal was unanimously approved by both boards and is subject to Blue Foundry stockholder approval, required regulatory approvals, effectiveness of Fulton’s registration statement, and Nasdaq listing of the Fulton shares. Blue Foundry’s CEO and CFO have separate settlement agreements providing payments of $4,311,000 and $2,601,000, respectively, in connection with the change in control, and Blue Foundry may owe Fulton a $9,694,662 termination fee if the agreement is ended in certain competing‑deal circumstances.

Fulton Financial Corporation has agreed to acquire Blue Foundry Bancorp in an all‑stock merger. Each share of Blue Foundry common stock will be converted into the right to receive 0.650 share of Fulton common stock, with cash paid only in lieu of fractional shares.

After Blue Foundry merges into Fulton, Blue Foundry Bank will combine with Fulton Bank, N.A., which will remain the surviving bank. All Blue Foundry stock options will fully vest and be cashed out to the extent they are “in the money,” while restricted stock awards will vest and convert into the same stock consideration as regular shares.

The deal is structured to qualify as a tax‑free “reorganization” under Section 368(a) of the Internal Revenue Code and requires approvals from Blue Foundry stockholders and multiple banking regulators, as well as effectiveness of a Form S‑4. Certain Blue Foundry directors and officers have signed voting agreements, and a $9,694,662 termination fee may be payable by Blue Foundry if the merger ends under specified circumstances.

Blue Foundry Bancorp announced a definitive Agreement and Plan of Merger with Fulton Financial Corporation. Under the deal, Blue Foundry will merge into Fulton, and Blue Foundry Bank will merge into Fulton Bank, N.A., with Fulton and Fulton Bank as the surviving entities. The Boards of both companies unanimously approved the transaction.

At closing, Blue Foundry stockholders will receive 0.650 shares of Fulton common stock for each share of Blue Foundry common stock. Blue Foundry restricted stock will fully vest and convert into the same stock consideration, while outstanding stock options will vest and be cashed out. The merger is subject to Blue Foundry stockholder approval, required regulatory approvals, an effective registration statement to be filed by Fulton, and NASDAQ listing approval for the Fulton shares to be issued.

The agreement includes a $9,694,662 termination fee payable by Blue Foundry to Fulton in certain competing deal scenarios and voting agreements under which Blue Foundry directors and certain executives will support the merger. CEO James D. Nesci and CFO Kelly Pecoraro will receive change-in-control related payments of $4,311,000 and $2,601,000, respectively, under Settlement and Restrictive Covenant Agreements that include two-year non-compete and non-solicitation covenants.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp, after which Blue Foundry Bank will merge into Fulton Bank, subject to shareholder and regulatory approvals and customary closing conditions. Fulton Bank currently has $32 billion in assets and 200 financial centers across several Mid-Atlantic states, while Blue Foundry Bank has $2 billion in assets and 20 locations in northern New Jersey. The companies expect the transaction to close in Q2 2026, creating a combined $34 billion community bank operating under the Fulton Bank brand, with systems conversion targeted for mid-2026. The combination is described as expanding Fulton’s presence in northern New Jersey and giving Blue Foundry customers access to a broader branch network, more products and services, and digital banking capabilities.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp under a merger agreement dated November 24, 2025, with closing expected in Q2 of 2026 subject to Blue Foundry shareholder approval, banking regulatory approvals and other customary conditions. Following completion, all Blue Foundry financial centers and operations are expected to become part of Fulton Bank, expanding Fulton’s presence further into northern New Jersey.

Management notes that any branch closures or job eliminations will be evaluated later by an integration team from both organizations, and no firm decisions have been made. The communication includes employee talking points, social media messaging and a website banner promoting the combination, and highlights that Fulton will file a Form S-4 registration statement and joint proxy statement/prospectus, which Blue Foundry stockholders are urged to read when available.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp under a definitive merger agreement, after which Blue Foundry Bank will merge into Fulton Bank. The companies expect to close the transaction in Q2 2026 and complete systems conversion in mid-2026, at which time they expect to operate as a roughly $34 billion community bank. Fulton currently has consolidated assets of approximately $32 billion and Blue Foundry about $2 billion, with 200 and 20 financial centers, respectively. As part of the combination, Fulton will contribute $1.5 million to the Fulton Forward Foundation for impact grants in New Jersey, and both organizations emphasize cultural alignment, community focus, and an initial period with no immediate changes to workforce, locations, or customer operations.