8-K: Blue Foundry Bancorp Completes Merger with Fulton Financial

Blue Foundry Bancorp has completed its merger with Fulton Financial Corporation, with Blue Foundry shareholders receiving Fulton common stock.

Summary

• The merger of Blue Foundry Bancorp with and into Fulton Financial Corporation was consummated on April 1, 2026, with Fulton as the surviving corporation.
• Each share of Blue Foundry Common Stock outstanding immediately prior to the merger was converted into the right to receive 0.650 of a share of Fulton Common Stock and cash in lieu of fractional shares.
• Outstanding Blue Foundry stock options were cancelled and converted into a cash payment equal to the product of the number of shares subject to the option multiplied by the excess of $20.99 (Parent Share Closing Price) over the option's exercise price. Options with an exercise price equal to or greater than $20.99 were cancelled for no consideration.
• Awards of Blue Foundry Common Stock subject to vesting restrictions were converted into the right to receive the Merger Consideration.
• Approximately 12,435,599 shares of Fulton Common Stock were issued in connection with the merger.
• Blue Foundry Common Stock was delisted from the Nasdaq Global Select Market prior to the opening of trading on April 1, 2026.
• Fulton, as successor to Blue Foundry, intends to file a certification on Form 15 with the SEC to terminate Blue Foundry's registration and suspend its reporting obligations.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents the successful completion of a strategic transaction for both entities, providing Blue Foundry shareholders with shares in a larger, surviving entity.

Positives

• Blue Foundry shareholders received shares of Fulton Financial Corporation, a larger entity, potentially offering greater stability and liquidity.
• Blue Foundry option holders with in-the-money options received a cash payment for their cancelled options.

Negatives

• Blue Foundry Bancorp ceased to exist as an independent publicly traded entity.
• Blue Foundry Common Stock is no longer listed on Nasdaq.
• Blue Foundry shareholders ceased to have any rights as stockholders of Blue Foundry, other than the right to receive the merger consideration.

Future Outlook

Blue Foundry Bank, a wholly-owned subsidiary of Blue Foundry, will operate as a separate, wholly-owned subsidiary of Fulton until it merges with and into Fulton Bank, N.A., which is expected to occur during the summer of 2026 around the time of systems conversion.

Industry Context

StockSavvy.ai notes this merger reflects ongoing consolidation within the regional banking sector, a trend often driven by the pursuit of economies of scale, enhanced market reach, and increased operational efficiencies in a competitive financial landscape.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Blue Foundry): Converted into Fulton shareholders, losing direct ownership in Blue Foundry but gaining exposure to a larger banking entity.
• Shareholders (Fulton): Experience dilution due to the issuance of approximately 12.4 million new shares, but gain Blue Foundry's assets and customer base.
• Customers (Blue Foundry Bank): Will eventually transition to Fulton Bank, N.A. customers, potentially experiencing changes in services, products, and branch access.
• Employees (Blue Foundry): While not explicitly detailed, mergers typically involve integration and potential restructuring, which could impact employment.

Next Steps

• Fulton, as successor to Blue Foundry, intends to file a certification on Form 15 with the SEC to terminate Blue Foundry's registration and suspend its reporting obligations.
• Blue Foundry Bank is expected to merge with and into Fulton Bank, N.A. during the summer of 2026, around the time of systems conversion.

Key Dates

Keywords

Merger, Acquisition, Banking, Financial Services, Delisting, Stock Conversion, Fulton Financial Corporation, Blue Foundry Bancorp, 8-K