Form 4: CEO Nesci Disposes BLFY Shares Post-Merger

Blue Foundry Bancorp CEO James D Nesci reported the disposition of common stock and stock options following the merger with Fulton Financial Corporation.

Summary

• James D Nesci, President and CEO of Blue Foundry Bancorp, reported changes in beneficial ownership of securities.
• These changes are a direct consequence of the Agreement and Plan of Merger, dated November 24, 2025, between Blue Foundry Bancorp and Fulton Financial Corporation, which became effective on April 1, 2026.
• Nesci disposed of 113,178 shares of common stock held directly.
• Additionally, he disposed of 36,882 shares held indirectly by IRA, 11,772 shares held indirectly by ESOP, and 8,500 shares held indirectly by 401(k).
• All disposed common stock shares were converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock per Blue Foundry Bancorp share, with cash paid in lieu of fractional shares.
• 570,450 stock options, with an exercise price of $11.69, were cancelled and converted into a cash payment.
• The cash payment for options was calculated based on a per share consideration price of $13.6435, resulting in a payment of $1.9535 per option.
• The total cash payment received for the cancelled stock options is approximately $1,114,388.08.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to positive event, as it signifies the successful completion of a strategic merger, providing a clear exit for BLFY shareholders and liquidity for the CEO's options. The terms were pre-negotiated and executed as expected.

Positives

• The successful completion of the merger with Fulton Financial Corporation indicates a strategic transaction for Blue Foundry Bancorp.
• Stock options held by the CEO were converted into a cash payment, providing liquidity.

Negatives

• Blue Foundry Bancorp common stock is no longer outstanding, as it has been converted into Fulton Financial Corporation stock, signifying the cessation of BLFY as an independent public entity.

Future Outlook

The filing indicates the successful completion of the merger between Blue Foundry Bancorp and Fulton Financial Corporation, meaning Blue Foundry Bancorp no longer operates as an independent public entity. The future outlook for former BLFY shareholders is now tied to Fulton Financial Corporation.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the final stages of a typical bank merger and acquisition process, where insider holdings are adjusted post-transaction. Such M&A activities are common in the financial services sector as institutions seek scale, market share, or operational efficiencies. The conversion ratio and cash-out for options are standard mechanisms in these types of deals.

Comparison to Industry Standards

• This transaction aligns with typical industry practices for mergers and acquisitions in the banking sector.
• Similar stock-for-stock and cash-out option structures were observed in the Truist Financial Corporation merger (BB&T and SunTrust) and the PNC Financial Services Group acquisition of BBVA USA.
• The conversion ratio of 0.650 shares of Fulton Financial for each BLFY share is within the range seen in comparable regional bank mergers, reflecting the negotiated value and relative market capitalization of the merging entities.

Stakeholder Impact

• Shareholders: Former Blue Foundry Bancorp shareholders now own shares of Fulton Financial Corporation, or received cash for fractional shares, effectively concluding their investment in BLFY.
• Employees: The merger likely impacts employees of Blue Foundry Bancorp through integration into Fulton Financial Corporation's structure, potentially leading to role changes or redundancies (though not explicitly stated in this filing).
• Customers: Customers of Blue Foundry Bancorp will become customers of Fulton Financial Corporation, potentially experiencing changes in services, branding, or branch access.

Next Steps

• Former Blue Foundry Bancorp shareholders will now hold shares in Fulton Financial Corporation (or cash for fractional shares).
• Integration of Blue Foundry Bancorp into Fulton Financial Corporation operations.

Key Dates

Keywords

Blue Foundry Bancorp, BLFY, Fulton Financial Corporation, Merger, Acquisition, Form 4, Insider Trading, Stock Options, Common Stock, James D Nesci, CEO, Beneficial Ownership