Filing Analysis
Blue Foundry Bancorp (BLFY) completed its merger with Fulton Financial Corporation on April 1, 2026, resulting in BLFY ceasing to exist as an independent entity. Shareholders are receiving 0.650 shares of Fulton common stock for each BLFY share, and the company has been delisted from Nasdaq.
🚩 Red Flags
- Delisting of common stock from the Nasdaq Global Select Market.
- Cessation of the company's existence and termination of all reporting obligations.
- Departure of all existing directors of Blue Foundry Bancorp as of the effective time.
📋 Key Facts
- Merger completed on April 1, 2026, with Fulton Financial Corporation as the surviving entity.
- Blue Foundry shareholders receive 0.650 shares of Fulton common stock per share of BLFY.
- Stock options were cancelled and converted to cash based on a 'Parent Share Closing Price' of $20.99.
- Approximately 12,435,599 shares of Fulton stock were issued as merger consideration.
- Blue Foundry Bank will remain a separate subsidiary until a planned bank-level merger in summer 2026.
Blue Foundry Bancorp (BLFY) announced via a joint press release with Fulton Financial Corporation that all required regulatory approvals have been obtained for the previously announced all-stock merger in which Blue Foundry will merge into Fulton Financial. The Federal Reserve Board approved the application on February 19, 2026, with the OCC having previously approved the Bank Merger. The transaction is expected to close on or about April 1, 2026, effectively ending Blue Foundry as an independent publicly traded company.
🚩 Red Flags
- BLFY shareholders will cease to hold shares in an independent company; stock will be absorbed in an all-stock exchange with inherent valuation/dilution risk
- Integration risks explicitly cited: potential failure to realize revenue/expense synergies, unanticipated delays in systems conversion and customer data migration
- Reputational risks and potential adverse employee/business relationship changes flagged in forward-looking statements
- Legal proceedings risk: possibility of litigation related to the Transaction against either party
- Remaining customary closing conditions must still be satisfied prior to April 1, 2026 close
📋 Key Facts
- All required regulatory approvals for the Merger have been obtained as of February 19, 2026
- Federal Reserve Board approved the Merger application on February 19, 2026
- OCC previously approved the Bank Merger (Blue Foundry Bank into Fulton Bank, N.A.)
- Transaction is an all-stock deal; Blue Foundry will merge into Fulton Financial Corporation
- Agreement and Plan of Merger dated November 24, 2025
- Expected closing date: on or about April 1, 2026
- Blue Foundry Bank (NJ-chartered savings bank) will subsequently merge into Fulton Bank, N.A. around the time of systems conversion
- Filing covers Items 7.01 (Regulation FD) and 8.01 (Other Events)
- Signed by James D. Nesci, President and CEO of Blue Foundry Bancorp
- BLFY is listed on NASDAQ and classified as an emerging growth company
Blue Foundry Bancorp shareholders have approved the merger agreement with Fulton Financial Corporation, effectively greenlighting the acquisition of Blue Foundry by Fulton.
🚩 Red Flags
- Risk of failure to obtain necessary regulatory approvals remains a cited risk in forward-looking statements.
- Potential for integration difficulties, higher than expected costs, or customer loss during the transition.
📋 Key Facts
- Special Meeting held on January 29, 2026.
- Proposal 1 (Merger Proposal) passed: 16,476,512 votes 'For' vs. 280,898 'Against'.
- The merger will result in Blue Foundry Bancorp merging into Fulton Financial Corporation, with Fulton as the surviving entity.
- Proposal 2 (Adjournment Proposal) was approved but deemed unnecessary due to the successful vote on the merger.
Blue Foundry Bancorp has entered into a definitive merger agreement with Fulton Financial Corporation, where Blue Foundry will be acquired in an all-stock transaction. The deal includes significant settlement payments for the CEO and CFO upon completion of the merger.
🚩 Red Flags
- Significant cash outflows via executive settlement agreements ($6.9M+ total) triggered by the change in control.
- High termination fee of nearly $9.7 million if a superior proposal is accepted.
📋 Key Facts
- Merger Agreement signed on November 24, 2025, between Blue Foundry Bancorp and Fulton Financial Corporation.
- Blue Foundry stockholders to receive 0.650 shares of Fulton common stock for each share of Blue Foundry common stock.
- The transaction is subject to customary closing conditions including stockholder approval and regulatory approvals.
- A termination fee of $9,694,662 is payable by Blue Foundry if the agreement is terminated due to a competing acquisition.
- CEO James D. Nesci will receive a settlement payment of $4,311,000 upon merger completion.
- CFO Kelly Pecoraro will receive a settlement payment of $2,601,000 upon merger completion.
Blue Foundry Bancorp issued an 8-K to announce its financial results for the quarterly period ended September 30, 2025. The filing serves as a formal announcement of the press release containing these earnings figures.
📋 Key Facts
- Reporting date: October 29, 2025
- Period covered: Quarter ended September 30, 2025
- The company is an emerging growth company as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
This is an 8-K/A (amendment) filed by Blue Foundry Bancorp to include a conformed signature that was inadvertently omitted from the original 8-K filed on the same day. The filing serves as a corrective measure for administrative purposes and does not change the substantive content of the previous report.
📋 Key Facts
- Filed on July 30, 2025, to amend/restate the Form 8-K originally filed on July 30, 2025.
- The purpose of the amendment is solely to include a conformed signature of the signatory.
- No substantive modifications have been made to the original filing content.
- The company previously reported financial results for the period ended June 30, 2025 via Exhibit 99.1.
Blue Foundry Bancorp issued an 8-K to announce the release of its financial results for the second quarter ended June 30, 2025. The filing serves as a formal notification that earnings data is being made public via press release.
📋 Key Facts
- Reported date: July 30, 2025
- Reporting period: Quarter ended June 30, 2025
- The filing includes a press release as Exhibit 99.1 regarding financial results.
- Company is an emerging growth company.
Blue Foundry Bancorp announced the authorization of its sixth share repurchase program on June 23, 2025. The program allows for the buyback of up to 1,082,533 shares, representing approximately 5% of the company's outstanding common stock.
📋 Key Facts
- Authorization and adoption of the Company's sixth repurchase program announced on June 23, 2025.
- The program is authorized to repurchase up to 1,082,533 shares of common stock.
- Repurchase volume represents approximately 5% of outstanding common stock.
- Program commenced on June 20, 2025.
- Repurchases may occur via open market, private transactions, or block trades.
- The program has no expiration date.
Blue Foundry Bancorp held its Annual Meeting of Shareholders on May 15, 2025. The meeting resulted in the election of four directors and the ratification of KPMG LLP as independent auditors.
🚩 Red Flags
- Shareholder proposal regarding a potential sale/merger was defeated, indicating significant shareholder opposition to M&A activity at this time.
📋 Key Facts
- Annual Meeting held on May 15, 2025, with a quorum present representing 88.42% of outstanding shares (19,539,598 shares).
- Four directors elected: Elizabeth Varki Jobes, Patrick H. Kinzler, Mirella Lang, and James D. Nesci.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- A non-binding shareholder proposal recommending the sale or merger of the Company was rejected by shareholders.
Blue Foundry Bancorp issued an 8-K to announce its financial results for the quarterly period ended March 31, 2025. The filing serves as a formal mechanism to distribute the earnings press release via Exhibit 99.1.
📋 Key Facts
- Reporting date: April 30, 2025
- Period covered: Quarter ended March 31, 2025
- The filing is a standard announcement of financial results (Item 2.02).
- Company is an emerging growth company.
Blue Foundry Bancorp issued an 8-K to announce the release of its financial results for the fiscal period ended December 31, 2024. The filing serves as a formal notification that earnings data is being made public via a press release.
📋 Key Facts
- Reporting date: January 29, 2025
- Period covered: Fiscal year/period ended December 31, 2024
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Company is an emerging growth company.
Blue Foundry Bancorp announced the completion of its fourth stock repurchase program and the adoption of a new program to repurchase up to 1,139,420 shares of common stock.
📋 Key Facts
- Completed its fourth stock repurchase program as of November 12, 2024.
- Adopted a new repurchase program for up to 1,139,420 shares of common stock.
- The new program represents approximately 5% of the company's outstanding common stock.
- Repurchases may occur via open market, private transactions, or block trades.
- The program has no expiration date and is subject to suspension or modification based on liquidity and market conditions.
Blue Foundry Bancorp issued an 8-K to announce its financial results for the quarter ended September 30, 2024. The filing serves as a formal notification that a press release containing these results was released on October 23, 2024.
📋 Key Facts
- Reporting period: Quarter ended September 30, 2024.
- Report date: October 23, 2024.
- The filing includes a press release as Exhibit 99.1 regarding the financial results.
Blue Foundry Bancorp announced the appointment of John Kuntz, Esq. to its Board of Directors and several key committees effective July 23, 2024. The company also issued a press release regarding its financial results for the period ended June 30, 2024.
📋 Key Facts
- John Kuntz, Esq. appointed to the Boards of Directors of Blue Foundry Bancorp and Blue Foundry Bank effective July 23, 2024.
- Mr. Kuntz appointed to the Nominating and Corporate Governance Committee, Audit Committee, and Enterprise Risk Management Committee.
- Company released financial results for the period ended June 30, 2024 on July 24, 2024.
Blue Foundry Bancorp held its Annual Meeting of Shareholders on May 16, 2024. The meeting resulted in the election of two directors and the ratification of KPMG LLP as independent auditors.
🚩 Red Flags
- Shareholder rejection of a merger/sale proposal indicates significant internal disagreement or dissatisfaction with strategic direction regarding M&A.
📋 Key Facts
- Annual Meeting of Shareholders held on May 16, 2024.
- Quorum was established with 20,363,773 shares present (85% of outstanding shares).
- Kenneth Grimbilas and Jonathan Shaw were elected to the Board of Directors for three-year terms.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- A non-binding shareholder proposal recommending the sale or merger of the Company was rejected (approx. 14.2M against vs 2.1M for).
Blue Foundry Bancorp issued an 8-K to announce the release of its financial results for the quarterly period ended March 31, 2024. The filing serves as a formal notification that earnings data has been made public via press release.
📋 Key Facts
- Reporting date: April 24, 2024
- Period covered: Quarter ended March 31, 2024
- The filing includes an exhibit (99.1) containing the official press release of financial results.
- Company is classified as an 'emerging growth company'.
Blue Foundry Bancorp announced the resignation of Jason Goldberg, Executive Vice President and Chief Lending Officer of its subsidiary, Blue Foundry Bank. The departure is effective April 19, 2024, and is reportedly not due to any disagreement with the company.
🚩 Red Flags
- Loss of key lending officer in a banking context, though no dispute was noted.
📋 Key Facts
- Jason Goldberg will resign as EVP and Chief Lending Officer effective April 19, 2024.
- Goldberg has served in this capacity since September 15, 2021.
- The departure is for a sales leadership position at a large national financial institution.
- The company stated the resignation is not due to any dispute or disagreement with the Bank or Company.
Blue Foundry Bancorp has authorized a new share repurchase program to buy back up to 1,203,545 shares of common stock. This represents approximately 5% of the company's total outstanding shares and has no set expiration date.
📋 Key Facts
- Repurchase limit: Up to 1,203,545 shares of common stock.
- Percentage of ownership: Approximately 5% of outstanding common stock.
- Methodology: Open market, private transactions, block trades, or Rule 10b5-1 trading plans.
- Duration: The program has no expiration date.
- Discretionary terms: Repurchases may be suspended, terminated, or modified at the company's discretion based on liquidity and market conditions.
Blue Foundry Bancorp announced the immediate resignation of Elizabeth Miller from her position as Executive Vice President and Chief Retail Officer, effective January 24, 2024.
📋 Key Facts
- Elizabeth Miller resigned as EVP and Chief Retail Officer on January 24, 2024.
- The resignation is effective immediately.
- Ms. Miller has served the company since 2018.
Blue Foundry Bancorp issued an 8-K to announce the release of its financial results for the fiscal period ended December 31, 2023. The filing serves as a formal notification that earnings data is being made public via press release.
📋 Key Facts
- Reporting date: January 24, 2024
- Period covered: Fiscal year/period ended December 31, 2023
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Registrant is an emerging growth company.