Blue Foundry Bancorp 8-K

What Happened Blue Foundry Bancorp announced the completion of its merger into Fulton Financial Corporation on April 1, 2026. At the effective time, each share of Blue Foundry common stock was converted into the right to receive 0.650 of a share of Fulton common stock (plus cash in lieu of fractional shares). Approximately 12,435,599 shares of Fulton common stock were issued in connection with the merger. Outstanding Blue Foundry stock options were cancelled and converted into cash payments based on Fulton’s per-share closing price of $20.99 (options with exercise prices at or above $20.99 were cancelled for no consideration). As a result, Blue Foundry common stock was suspended and withdrawn from listing on Nasdaq and Blue Foundry ceased to exist as a separate company.

Key Details

• Effective date of merger: April 1, 2026.
• Stock conversion: 1 Blue Foundry share → 0.650 Fulton share; cash paid for fractional shares.
• Shares issued to former Blue Foundry holders: ~12,435,599 Fulton shares.
• Option treatment: Cash-out equal to (shares subject × max(0, $20.99 − option exercise price)); options with exercise price ≥ $20.99 were cancelled for no consideration.
• Corporate changes: Blue Foundry’s directors ceased serving; Blue Foundry’s certificate and bylaws were replaced by Fulton’s as the surviving company.
• Listing/registration: Blue Foundry common stock delisted from Nasdaq; Fulton (as successor) intends to file a Form 15 to terminate Blue Foundry’s registration under Section 12(g) and suspend reporting under Sections 13 and 15(d).

Why It Matters This filing confirms a completed acquisition: former Blue Foundry shareholders are now shareholders of Fulton (via the 0.65 exchange ratio), and Blue Foundry no longer trades independently. For investors, that means any exposure to Blue Foundry equity has been converted into Fulton equity (or cash for fractions) and any outstanding Blue Foundry options were settled in cash per the terms above. Delisting and the planned Form 15 filing mean Blue Foundry will stop public reporting as a separate company, so investors should review Fulton’s filings and stock if they wish to follow the combined business going forward.