Form 4: Blue Foundry CFO Disposes Shares, Options Post-Merger

Blue Foundry Bancorp's EVP and CFO, Kelly Pecoraro, disposed of all common stock and stock options following the merger with Fulton Financial Corporation.

Summary

• Kelly Pecoraro, EVP and CFO of Blue Foundry Bancorp, reported changes in beneficial ownership following the merger with Fulton Financial Corporation.
• Disposed of 41,663 shares of common stock directly owned and 6,483 shares indirectly owned via an ESOP on April 1, 2026.
• These common shares were converted into 0.650 shares of Fulton Financial Corporation common stock per Blue Foundry share, as per the merger agreement dated November 24, 2025.
• Disposed of 177,000 stock options with an exercise price of $11.69 on March 30, 2026.
• These options were cancelled and converted into a cash payment of $1.9535 per option, calculated as the difference between the per share consideration price ($13.6435) and the exercise price ($11.69).
• The total cash payment for the options amounted to $345,860.50.
• Following these transactions, Pecoraro holds no beneficial ownership in Blue Foundry Bancorp common stock or derivative securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral event for the market, as it is a procedural filing reporting the expected outcome of a previously announced merger. For the reporting person, it represents the realization of value from their equity holdings.

Positives

• The reporting person received consideration for their equity holdings as part of a merger, indicating a successful transaction for shareholders.
• The stock options, including those potentially unvested, were converted into a cash payment, providing liquidity and value to the option holder.

Negatives

• The reporting person no longer holds equity in Blue Foundry Bancorp, indicating the cessation of their direct financial alignment with the company's independent performance.
• Blue Foundry Bancorp no longer exists as an independent entity, which could be seen as a negative for its original shareholders if they preferred its standalone future.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports a completed insider transaction related to a merger.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insiders following significant corporate events like mergers. The disposition of equity by an executive like Kelly Pecoraro is a direct consequence of Blue Foundry Bancorp's acquisition by Fulton Financial Corporation, reflecting the integration and change of ownership. This is a common occurrence in M&A activities within the financial services sector, where executive compensation structures are often tied to the company's equity, requiring adjustments upon a change of control.

Comparison to Industry Standards

• This Form 4 filing details the standard process for an executive's equity disposition following a merger, aligning with typical industry practices for M&A transactions in the banking sector.
• For example, in similar regional bank mergers, such as the acquisition of Sterling Bancorp by Webster Financial Corporation or the merger of First Horizon National Corporation with TD Bank Group (though the latter was terminated), executive equity holdings are typically converted or cashed out based on the merger agreement terms.
• The conversion of common stock into shares of the acquiring entity and the cash-out of options at the difference between the merger price and exercise price are standard mechanisms to settle executive equity incentives during a change of control.

Stakeholder Impact

• Shareholders: Blue Foundry Bancorp shareholders received consideration (Fulton Financial stock or cash) for their shares as per the merger agreement.
• Employees: The disposition of options for the EVP and CFO indicates the financial settlement of executive equity incentives due to the merger.
• Management: The reporting person, as an executive, has liquidated their equity stake in the acquired entity.

Key Dates

Keywords

Blue Foundry Bancorp, BLFY, Fulton Financial Corporation, Merger, SEC Form 4, Insider Transaction, Stock Options, Common Stock, Executive Compensation, Kelly Pecoraro