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