Nesci James D 4
4 · Blue Foundry Bancorp · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
Blue Foundry (BLFY) CEO James D. Nesci Sells 740,782 Shares
What Happened
James D. Nesci, President & CEO and a director of Blue Foundry Bancorp (BLFY), reported dispositions totaling 740,782 shares. Transactions recorded: 570,450 shares (marked as derivative) on 2026-03-30, and four issuer-directed dispositions of 113,178; 36,882; 11,772; and 8,500 shares on 2026-04-01. No per-share prices are listed in the Form 4 (N/A) because the transfers were performed under the companies’ merger agreement rather than open-market trades.
Key Details
- Transaction dates: 2026-03-30 (570,450 derivative shares) and 2026-04-01 (113,178; 36,882; 11,772; 8,500 shares).
- Price: Not reported (N/A) — dispositions were effected under the Merger Agreement, not via public sale.
- Shares disposed: total 740,782 BLFY shares.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Relevant footnotes:
- F1: Under the Merger Agreement (Nov 24, 2025), each BLFY share converted into the right to receive 0.650 shares of Fulton Financial common stock (cash in lieu for fractional shares).
- F3: Each outstanding Blue Foundry option (vested or unvested) was cancelled and converted into a cash payment equal to (per-share consideration price $13.6435 minus the option exercise price) × number of option shares — explaining the “Derivative” disposition.
- F2: (Background) BLFY stock options vest ratably over seven years from Oct 19, 2023.
- Filing: Form 4 filed April 1, 2026; Period of Report listed as March 30, 2026.
Context
These dispositions are merger-related adjustments (conversion to Fulton shares and cash settlements of options) rather than routine open-market sales and therefore reflect deal consideration mechanics. For post-transaction holdings in Fulton Financial (or cash settlement amounts), review Fulton Financial’s filings and the Merger Agreement disclosures for exact cash or Fulton-share amounts received and any tax/withholding details.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-04-01−113,178→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-04-01−36,882→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
[F1]2026-04-01−11,772→ 0 total(indirect: By ESOP) - Disposition to Issuer
Common Stock
[F1]2026-04-01−8,500→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options
[F3][F2]2026-03-30−570,450→ 0 totalExercise: $11.69Exp: 2032-10-19→ Common Stock (570,450 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of November 24, 2025 (the "Merger Agreement"), by and between the Issuer and Fulton Financial Corporation, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock (subject to the payment of cash in lieu of fractional shares).
- [F2]Stock options vest ratably for seven years commencing on October 19, 2023.
- [F3]In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($13.6435), multiplied by the number of shares subject to such option.