Blue Foundry Bancorp·4

Apr 1, 10:36 AM ET

Ely James Christopher 4

4 · Blue Foundry Bancorp · Filed Apr 1, 2026

Research Summary

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Blue Foundry (BLFY) Director Ely Christopher Sells Shares in Merger

What Happened

  • Ely James Christopher, a director of Blue Foundry Bancorp (BLFY), reported dispositions to the issuer totaling 175,108 shares/option-equivalents as part of the company’s merger with Fulton Financial Corporation. The filings show three dispositions: 106,959 (derivative) on 2026-03-30 and 57,783 and 10,366 on 2026-04-01. No per-share sale price is listed because these were dispositions to the issuer under the merger terms rather than open-market trades.
  • Under the Merger Agreement, each outstanding common share was converted into the right to receive 0.650 shares of Fulton Financial Corporation common stock (cash paid in lieu of fractional shares). Outstanding options (derivative reported) were cancelled and converted into a cash payment calculated using the per-share consideration price of $13.6435, adjusted for exercise price and withholding (see footnotes).

Key Details

  • Transaction dates and amounts:
    • 2026-03-30: Disposition (derivative) of 106,959 shares (options cancelled/converted).
    • 2026-04-01: Disposition of 57,783 shares to issuer.
    • 2026-04-01: Disposition of 10,366 shares to issuer.
  • Total disposed: 175,108 shares/options.
  • Reported prices: N/A for share dispositions; option cash-out uses $13.6435 per-share consideration (per filing footnote).
  • Shares owned after transaction: not specified in the provided extract of the Form 4.
  • Notable footnotes:
    • F1: Each Blue Foundry common share converted into 0.650 shares of Fulton common stock (cash for fractional shares).
    • F2: Option vesting schedule noted (20% per year starting Aug 26, 2023).
    • F3: All outstanding options were cancelled and converted into a cash payment equal to (per-share consideration $13.6435 minus exercise price) × number of option shares, less taxes/withholdings.
  • Timeliness: Filing dated 2026-04-01 for transactions effective 2026-03-30–04-01; the report shows no indication it was late.

Context

  • These dispositions are merger-related (disposition to the issuer), not open-market sales, and reflect the mechanics of the Blue Foundry–Fulton merger rather than a discretionary sale by the insider. The derivative line reflects option cancellation and cash settlement under the merger terms, not a typical exercise-and-hold or exercise-and-sell event.

Insider Transaction Report

Form 4Exit
Period: 2026-03-30
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-04-0157,7830 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-04-0110,3660 total(indirect: By IRA)
  • Disposition to Issuer

    Stock Options

    [F3][F2]
    2026-03-30106,9590 total
    Exercise: $11.54Exp: 2032-08-26Common Stock (106,959 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 at a rate of 20% per year commencing on August 26, 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.
Signature
/s/ Mary M. Russell, pursuant to Power of Attorney|2026-04-01

Documents

1 file
  • 4
    wk-form4_1775054166.xmlPrimary

    FORM 4