Regulators clear Fulton (Nasdaq: FULT)–Blue Foundry all-stock bank merger

Rhea-AI Filing Summary

Fulton Financial Corporation announced that all required regulatory approvals have been obtained for its previously announced all-stock merger with Blue Foundry Bancorp, under which Blue Foundry will merge into Fulton. Approvals were granted by the Federal Reserve Board and the Office of the Comptroller of the Currency, and Blue Foundry stockholders approved the deal on January 29, 2026.

Subject to remaining customary closing conditions in the November 24, 2025 merger agreement, the companies expect to close the merger on or about April 1, 2026. After closing, Blue Foundry Bank will merge into Fulton Bank around the time of systems conversion, further extending Fulton’s community banking presence in New Jersey.

Insights

Bank M&A and regulatory analyst

Regulatory and shareholder approvals move the Fulton–Blue Foundry all-stock merger toward closing, reducing deal uncertainty.

The update confirms that Fulton Financial, a $32 billion asset banking organization, and Blue Foundry Bancorp have secured all required regulatory approvals for their all-stock combination. The Federal Reserve and OCC approvals remove key execution hurdles that often delay or derail bank mergers.

Blue Foundry stockholders approved the transaction on January 29, 2026, and closing is expected on or about April 1, 2026, subject to customary conditions. Management highlights anticipated strategic and financial benefits, including potential earnings-per-share accretion, though actual results will depend on integration, systems conversion and broader economic conditions.

2026-02-19 FULTON FINANCIAL CORP false 0000700564 0000700564 2026-02-19 2026-02-19 0000700564 us-gaap:CommonStockMember 2026-02-19 2026-02-19 0000700564 us-gaap:SeriesAPreferredStockMember 2026-02-19 2026-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 23, 2026 (February 19, 2026 )

Date of Report (date of earliest event reported)

Fulton Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania		001-39680		23-2195389
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Penn Square, P.O. Box 4887		Lancaster, Pennsylvania		17604
(Address of Principal Executive Offices)				(Zip Code)

(717) 291-2411

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $2.50		FULT		The Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A		FULTP		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 23, 2026, Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”) and Blue Foundry Bancorp, a Delaware corporation (“Blue Foundry”), issued a joint press release announcing that all required regulatory approvals have been obtained for the previously announced all-stock transaction in which Blue Foundry will merge with and into Fulton (the “Merger”), with Fulton surviving the Merger. Following the Merger, around the time of systems conversion, Blue Foundry Bank, a New Jersey-chartered stock savings bank and wholly owned subsidiary of Blue Foundry, will merge with and into Fulton Bank, N.A. (“Fulton Bank”), a national banking association and wholly owned subsidiary of Fulton (the “Bank Merger” and, together with the Merger, the “Transaction”), with Fulton Bank continuing as the surviving bank in the Bank Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On February 19, 2026, the Board of Governors of the Federal Reserve System approved the application to complete the Merger. Fulton previously received the required approval for the Bank Merger from the Office of the Comptroller of the Currency. All required regulatory approvals to complete the Transaction have now been received.

Subject to the satisfaction of the remaining customary closing conditions in the Agreement and Plan of Merger, dated as of November 24, 2025, by and between Fulton and Blue Foundry, Fulton and Blue Foundry expect to close the Merger on or about April 1, 2026. The Bank Merger is expected to occur following the Merger around the time of systems conversion.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Joint Press Release, dated February 23, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Fulton and Blue Foundry with respect Transaction, the strategic benefits and financial benefits of the Transaction, including the expected impact of the Transaction on Fulton’s future financial performance (including anticipated accretion to earnings per share and other metrics), and the timing of the closing of the Transaction. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of Fulton and Blue Foundry, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton’s and Blue Foundry’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. All forward-looking statements attributable to Fulton or Blue Foundry, or persons acting on Fulton’s or Blue Foundry’s behalf, are expressly qualified in their entirety by the cautionary statements set forth below. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton and Blue Foundry undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors relating to the Transaction that could cause or contribute to actual results differing materially from those contained or implied in forward-looking statements or historical performance include, in addition to those factors identified elsewhere in this communication:

• The possibility that revenue or expense synergies and other expected benefits of the Transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Foundry into Fulton or as a result of the strength of the economy, competitive factors in the areas where Fulton and Blue Foundry do business, or as a result of other unexpected factors or events;

• The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement governing the terms and conditions of the Transaction;

• The possibility that the Transaction may not be completed when expected or at all because required conditions to closing are not satisfied on a timely basis or at all;

• Reputational risks and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction;

• The dilution caused by Fulton’s issuance of common stock in connection with the Transaction;

• Diversion of management’s attention and time from ongoing business operations and other opportunities on matters relating to the Transaction;

• The outcome of any legal proceedings related to the Transaction which may be instituted against Fulton or Blue Foundry;

• Unanticipated challenges or delays in the integration of Blue Foundry’s business into Fulton’s business and or the conversion of Blue Foundry’s operating systems and customer data onto Fulton’s may significantly increase the expense associated with the Transaction; and

• Other factors that may affect future results of Fulton and Blue Foundry, including continued pressures and uncertainties within the banking industry and Fulton’s and Blue Foundry’s markets, including changes in interest rates, price fluctuations as well as other market events, and deposit amounts and composition, increased competitive pressures, operational risks, asset and credit quality deterioration, the impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which Fulton or Blue Foundry operate, and legislative, regulatory, and fiscal policy changes and related compliance costs.

These factors are not necessarily all of the factors that could cause Fulton’s or Blue Foundry’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Fulton’s or Blue Foundry’s results.

Further information regarding Fulton and Blue Foundry and factors that could affect the forward-looking statements contained herein can be found in Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and in the Investor

Relations section of Fulton’s website at www.fultonbank.com, and in other documents Fulton files with the SEC and in Blue Foundry’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov and available in the Investor Relations section of Blue Foundry’s website at https://bluefoundrybank.com and in other documents Blue Foundry files with the SEC. Information on these websites is not part of this document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 23, 2026				FULTON FINANCIAL CORPORATION
				By:		/s/ Natasha R. Luddington
						Natasha R. Luddington
						Senior Executive Vice President,
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Fulton Media Contact:
Lacey Dean, Director of Corporate Communications & Brand Management (717) 735-8688   Fulton Investor Contact:
Rick Kraemer, SEVP, Chief Financial Officer
(717) 327-2657 Blue Foundry Bancorp Investor Contact:
Elyse D. Beidner, EVP, Investor Relations (201) 939-5000   Blue Foundry Bancorp Contact:
James D. Nesci, President and CEO
(201) 972-8900

FOR IMMEDIATE RELEASE

FULTON FINANCIAL CORPORATION AND BLUE FOUNDRY BANCORP ANNOUNCE REGULATORY

APPROVALS AND ANTICIPATED MERGER CLOSING DATE

LANCASTER, PA, and RUTHERFORD, NJ, February 23, 2026 — Fulton Financial Corporation (Nasdaq: FULT) (“Fulton”) and Blue Foundry Bancorp (Nasdaq: BLFY) (“Blue Foundry”) today jointly announced the receipt of all required regulatory approvals for the previously announced all-stock transaction pursuant to which Fulton will acquire Blue Foundry.

Regulatory approvals have been granted by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency. Blue Foundry’s stockholders approved the transaction on January 29, 2026.

“We are pleased to see such strong support from Blue Foundry stockholders and to have received the necessary regulatory approvals,” said Curtis J. Myers, Fulton Chairman, CEO and President. “These milestones bring us one step closer to uniting our organizations and deepening our impact across New Jersey.”

The transaction was announced on November 24, 2025 and is expected to be completed on or around April 1, 2026, pending the satisfaction or waiver of the remaining customary closing conditions set forth in the definitive merger agreement governing the transaction.

About Fulton Financial Corporation

Headquartered in Lancaster, Pa., Fulton Financial Corporation is a premier community banking organization and a $32 billion asset financial holding company providing a variety of financial services through its subsidiary bank, Fulton Bank, N.A. (“Fulton Bank”), in Pennsylvania, Maryland, Delaware, New Jersey and Virginia. At Fulton Financial Corporation, we seek to change lives for the better by building strong customer relationships, providing significant community support and empowering more than 3,300 employees to do the same. Through the Fulton Forward^® initiative, we’re helping build vibrant communities. Learn more at www.FultonBank.com.

About Blue Foundry Bancorp

Blue Foundry Bancorp is the holding company for Blue Foundry Bank, a place where things are made, purpose is formed, and ideas are crafted. Headquartered in Rutherford, New Jersey, with a presence in Bergen, Essex, Hudson, Middlesex, Morris, Passaic, Somerset and Union counties, Blue Foundry Bank is a full-service, innovative bank serving the doers, movers, and shakers in our communities. We offer individuals and businesses alike the tailored products and services they need to build their futures. With a rich history dating back more than 145 years, Blue Foundry Bank has a longstanding commitment to its customers and communities. To learn more about Blue Foundry Bank visit BlueFoundryBank.com or call (888) 931-BLUE.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Fulton and Blue Foundry with respect to the proposed business combination between Fulton and Blue Foundry (the “Proposed Transaction”), the strategic benefits and financial benefits of the Proposed Transaction, including the expected impact of the Proposed Transaction on Fulton’s future financial performance (including anticipated accretion to earnings per share and other metrics), and the timing of the closing of the Proposed Transaction. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of Fulton and Blue Foundry, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton’s and Blue Foundry’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. All forward-looking statements attributable to Fulton or Blue Foundry, or persons acting on Fulton’s or Blue Foundry’s behalf, are expressly qualified in their entirety by the cautionary statements set forth below. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton and Blue Foundry undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors relating to the Proposed Transaction that could cause or contribute to actual results differing materially from those contained or implied in forward-looking statements or historical performance include, in addition to those factors identified elsewhere in this communication:

• The possibility that revenue or expense synergies and other expected benefits of the Proposed Transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Foundry into Fulton or as a result of the strength of the economy, competitive factors in the areas where Fulton and Blue Foundry do business, or as a result of other unexpected factors or events;

• The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement governing the terms and conditions of the Proposed Transaction;

• The possibility that the Proposed Transaction may not be completed when expected or at all because required conditions to closing are not satisfied on a timely basis or at all;

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• Reputational risks and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Proposed Transaction;

• The dilution caused by Fulton’s issuance of common stock in connection with the Proposed Transaction; diversion of management’s attention and time from ongoing business operations and other opportunities on matters relating to the Proposed Transaction;

• The outcome of any legal proceedings related to the Proposed Transaction which may be instituted against Fulton or Blue Foundry;

• Unanticipated challenges or delays in the integration of Blue Foundry’s business into Fulton’s business and or the conversion of Blue Foundry’s operating systems and customer data onto Fulton’s may significantly increase the expense associated with the Proposed Transaction; and

• Other factors that may affect future results of Fulton and Blue Foundry, including continued pressures and uncertainties within the banking industry and Fulton’s and Blue Foundry’s markets, including changes in interest rates, price fluctuations as well as other market events, and deposit amounts and composition, increased competitive pressures, operational risks, asset and credit quality deterioration, the impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which Fulton or Blue Foundry operate, and legislative, regulatory, and fiscal policy changes and related compliance costs.

These factors are not necessarily all of the factors that could cause Fulton’s or Blue Foundry’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Fulton’s or Blue Foundry’s results.

Further information regarding Fulton and Blue Foundry and factors that could affect the forward-looking statements contained herein can be found in Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and in the Investor Relations section of Fulton’s website at www.fultonbank.com, and in other documents Fulton files with the SEC and in Blue Foundry’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov and available in the Investor Relations section of Blue Foundry’s website at https://bluefoundrybank.com and in other documents Blue Foundry files with the SEC. Information on these websites is not part of this document.

###

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FAQ

What did Fulton Financial (FULT) announce regarding the Blue Foundry merger?

Fulton Financial announced that all required regulatory approvals have been received for its all-stock merger with Blue Foundry Bancorp. This includes approvals from the Federal Reserve and the OCC, clearing a major step toward completing the previously announced combination of the two banking organizations.

When is the Fulton Financial–Blue Foundry merger expected to close?

The merger between Fulton Financial and Blue Foundry is expected to close on or about April 1, 2026. This timing depends on satisfying or waiving remaining customary closing conditions specified in the definitive merger agreement signed by the companies on November 24, 2025.

Which regulators approved the Fulton Financial (FULT) and Blue Foundry transaction?

The transaction received approvals from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency. With these authorizations and prior stockholder approval, all required regulatory clearances for completing the all-stock merger and related bank merger are now in place.

What will happen to Blue Foundry Bank after the Fulton Financial merger closes?

Following completion of the corporate merger, Blue Foundry Bank will merge into Fulton Bank, N.A. This bank-level merger is expected to occur around the time of systems conversion, with Fulton Bank remaining as the surviving institution and extending its community banking reach in New Jersey markets.

Did Blue Foundry Bancorp stockholders approve the merger with Fulton Financial (FULT)?

Yes. Blue Foundry Bancorp stockholders approved the all-stock transaction on January 29, 2026. Their approval, combined with final regulatory authorizations, allows the companies to proceed toward closing, subject to satisfaction of remaining customary conditions in the definitive merger agreement governing the transaction.

How large is Fulton Financial Corporation compared with Blue Foundry in this merger?

Fulton Financial is described as a $32 billion asset financial holding company operating Fulton Bank across several Mid-Atlantic states. The filing does not quantify Blue Foundry’s asset size, but positions Blue Foundry as an additional New Jersey-focused community banking platform within Fulton’s broader regional franchise.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 19.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB