425: Fulton Financial to Acquire Blue Foundry in All-Stock Merger

Fulton Financial Corporation announced an all-stock merger agreement to acquire Blue Foundry Bancorp, expanding its presence in the northern New Jersey market.

Summary

• Fulton Financial Corporation (FULT) will acquire Blue Foundry Bancorp (BLFY) in an all-stock transaction.
• Each share of Blue Foundry common stock will be exchanged for 0.6500 shares of Fulton common stock.
• Based on Fultons share price of $17.96 as of November 21, 2025, the transaction is valued at approximately $243 million, or $11.67 per share of Blue Foundry common stock.
• The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory and stockholder approvals.
• Following the merger, Blue Foundry Bank, a wholly owned subsidiary of Blue Foundry, will merge into Fulton Bank, N.A., a wholly owned subsidiary of Fulton.
• Fulton will make a $1.5 million contribution to the Fulton Forward Foundation, designated for impact grants to nonprofit community organizations in New Jersey.

Sentiment

Score: 8

Explanation: The filing announces a strategic acquisition with strong projected financial benefits including earnings accretion, immediate tangible book value accretion, and neutral regulatory capital impact. Management comments are highly optimistic about market expansion and enhanced customer offerings.

Positives

• Expands Fulton's presence in the attractive northern New Jersey market, aligning with its growth strategy.
• Expected to be accretive to first full-year earnings by over 5%.
• Immediately accretive to tangible book value per share.
• Expected to be neutral to regulatory capital ratios at close, with a pro forma CET1 of 11.7%.
• Creates an opportunity to leverage Fulton's robust banking services and provide greater convenience and innovative solutions to an expanded customer base.
• Positions Fulton well to drive organic growth across its commercial, consumer, wealth advisory, and mortgage businesses.
• Preserves local relationships and personalized service for Blue Foundry customers while providing access to greater resources and solutions.
• Fulton will contribute $1.5 million to the Fulton Forward Foundation to support New Jersey community organizations.

Risks

• Revenue or expense synergies and other expected benefits, including anticipated cost savings and strategic gains, may not be realized when expected or at all due to integration challenges, economic strength, competitive factors, or other unexpected events.
• The occurrence of any event, change, or other circumstances that could give rise to the right of one or both parties to terminate the Merger Agreement.
• The Proposed Transaction may not be completed when expected or at all because required regulatory, stockholder, or other approvals or conditions to closing are not received or satisfied on a timely basis or at all.
• Regulatory approvals may result in the imposition of conditions that could adversely affect Fulton or Blue Foundry or the expected benefits of the Proposed Transaction.
• Reputational risks and potential adverse reactions or changes to business or employee relationships resulting from the announcement or completion of the Proposed Transaction.
• Dilution caused by Fulton's issuance of common stock in connection with the Proposed Transaction.
• Diversion of management's attention and time from ongoing business operations and other opportunities on matters relating to the Proposed Transaction.
• The outcome of any legal proceedings related to the Proposed Transaction which may be instituted against Fulton or Blue Foundry.
• Unanticipated challenges or delays in the integration of Blue Foundry's business into Fulton's business and/or the conversion of Blue Foundry's operating systems and customer data onto Fulton's may significantly increase the expense associated with the Proposed Transaction.
• Other factors that may affect future results, including continued pressures and uncertainties within the banking industry and markets, changes in interest rates, price fluctuations, market events, deposit amounts and composition, increased competitive pressures, operational risks, asset and credit quality deterioration, impact of tariffs, economic recession or slowdown, and legislative, regulatory, and fiscal policy changes and related compliance costs.

Future Outlook

The transaction is expected to be accretive to first full-year earnings by over 5%, immediately accretive to tangible book value per share, and neutral to regulatory capital ratios at close. The merger is anticipated to close in the second quarter of 2026, subject to regulatory and stockholder approvals. Fulton expects to drive organic growth across its commercial, consumer, wealth advisory, and mortgage businesses in the expanded northern New Jersey market.

Management Comments

• Curtis J. Myers, Fulton Chairman and CEO: "We're bringing together two community-focused banks with shared values and a strong commitment to making banking personal for each and every customer. The combination of our companies creates an opportunity to leverage Fulton's robust banking services and provide greater convenience and innovative solutions to an expanded customer base, with a continued focus on supporting our local communities. The expansion in northern New Jersey aligns with our strategy of growing in our local markets and positions us well to drive organic growth across our commercial, consumer, wealth advisory and mortgage businesses."
• James D. Nesci, President and Chief Executive Officer of Blue Foundry: "Joining forces with Fulton is an exciting step forward for our employees, customers and communities. This partnership allows us to preserve the local relationships and personalized service our customers value, while gaining access to greater resources and providing more solutions and convenience to customers. Together, we're building a stronger future for everyone we serve."

Industry Context

This acquisition reflects a trend of consolidation within the regional banking sector, particularly as larger regional banks seek to expand their geographic footprint and market share in attractive, growing areas like northern New Jersey. It allows Fulton to leverage its existing infrastructure and diverse financial services offerings across a broader customer base, enhancing competitive positioning against other regional and national banks.

Stakeholder Impact

• Shareholders (Fulton): Potential for increased earnings per share and tangible book value, but also dilution from common stock issuance and integration risks.
• Shareholders (Blue Foundry): Will receive Fulton common stock, subject to FULT's future performance and market conditions.
• Employees (Blue Foundry): The partnership is described as an "exciting step forward for our employees," implying potential integration and changes.
• Customers (Blue Foundry): Will gain access to greater resources, more solutions, and convenience from Fulton's robust banking services, while preserving local relationships.
• Communities (New Jersey): Fulton will make a $1.5 million contribution to the Fulton Forward Foundation for impact grants.

Next Steps

• Fulton will file a registration statement on Form S-4 with the SEC, including a proxy statement of Blue Foundry and a prospectus of Fulton.
• The definitive proxy statement/prospectus will be sent to Blue Foundry stockholders seeking their approval of the Proposed Transaction.
• Obtain required regulatory approvals.
• Complete the transaction, expected in the second quarter of 2026.
• Merge Blue Foundry Bank into Fulton Bank, N.A.

Key Dates

Recommendation

The all-stock merger is strategically sound, expanding Fulton's presence in an attractive market. The projected financial benefits, including over 5% accretion to first full-year earnings and immediate tangible book value accretion, are significant positives. The neutral impact on regulatory capital ratios further strengthens the case. While integration risks exist, the overall outlook presented suggests a strong value-add for Fulton shareholders, making it an attractive opportunity.

Keywords

Fulton Financial, Blue Foundry Bancorp, Merger, Acquisition, Banking, Financial Services, New Jersey, Community Banking, Stock Transaction, Earnings Accretion, Tangible Book Value, Regulatory Capital, FULT, BLFY