Fulton Financial SEC Filings

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.

Fulton Financial Corporation agreed to acquire Blue Foundry Bancorp in an all-stock merger, giving Blue Foundry shareholders 0.650 shares of Fulton common stock for each share they own.

After the merger, Blue Foundry Bank will combine with Fulton Bank, N.A., with Fulton Bank as the surviving bank, and Blue Foundry restricted stock will vest and receive the same stock consideration while in-the-money options are cashed out. Closing depends on Blue Foundry stockholder approval, several bank regulatory approvals, Nasdaq listing of the new Fulton shares, and effectiveness of a Form S-4 registration statement, along with tax opinions confirming the deal qualifies as a reorganization. The agreement provides mutual termination rights and includes a termination fee of $9,694,662 payable by Blue Foundry if the merger ends under specified circumstances.

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.

Fulton Financial Corporation has agreed to acquire Blue Foundry Bancorp in an all-stock merger. Each share of Blue Foundry common stock will be exchanged for 0.6500 shares of Fulton common stock, valuing the deal at about $243 million, or $11.67 per Blue Foundry share, based on Fulton’s $17.96 share price as of November 21, 2025. The companies expect the transaction to be accretive to Fulton’s first full-year earnings per share by over 5%, immediately accretive to tangible book value per share, and neutral to regulatory capital ratios at closing.

The merger expands Fulton’s footprint in the northern New Jersey market, with Blue Foundry Bank to be merged into Fulton Bank, N.A. after closing, which is targeted for the second quarter of 2026, subject to regulatory and Blue Foundry stockholder approvals. Fulton will also contribute $1.5 million to its Fulton Forward® Foundation for New Jersey community grants. As of September 30, 2025, Fulton reported $31.995 billion in total assets, a tangible common equity to tangible assets ratio of 8.3%, and a 15.8% operating return on average tangible common shareholders’ equity.

Fulton Financial Corporation filed a Form 8-K announcing that it has entered into an Agreement and Plan of Merger to acquire Blue Foundry Bancorp. Blue Foundry will merge with and into Fulton, and afterward Blue Foundry Bank will merge with and into Fulton Bank, N.A., with Fulton and Fulton Bank each surviving their respective mergers.

Fulton issued a press release and an investor presentation on November 24, 2025, describing the proposed business combination and its expected strategic and financial benefits, including anticipated accretion to earnings per share and other metrics. Fulton plans to register shares of its common stock to be issued in the transaction on a Form S-4, which will include a joint proxy statement/prospectus for Blue Foundry stockholders.

Fulton Financial Corporation reported stronger quarterly results. For the three months ended September 30, 2025, net income was $100,454 and diluted EPS was $0.53, up from $63,206 and $0.33 a year ago. Net interest income rose to $264,198 as deposit and borrowing costs declined, while the provision for credit losses decreased to $10,245. Non‑interest expense fell to $196,574, reflecting lower staffing, processing, and outside service costs.

Total deposits were $26,332,490 and total borrowings were $1,471,961 as of September 30, 2025. Net loans stood at $23,665,231. Shareholders’ equity increased to $3,413,598, aided by a narrower accumulated other comprehensive loss of $(227,542). Net income available to common shareholders was $97,892, and cash dividends were $0.18 per share in the quarter. Common shares outstanding were 180,593,797 as of October 30, 2025.

Fulton Financial Corporation filed a Form S-8 to register an additional 2,000,000 shares of its common stock, par value $2.50 per share, for issuance under the Fulton Financial Corporation 401(k) Retirement Plan.

The filing incorporates by reference the company’s Form 10-K for the year ended December 31, 2024, Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025, specified Forms 8-K, and the 2025 Definitive Proxy Statement. Exhibits include a legal opinion from Holland & Knight LLP and a consent from KPMG LLP.