Blue Foundry Bancorp filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 19, 2026
(Exact Name of Registrant as Specified in its Charter)
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Item 7.01 Regulation FD Disclosure.
On February 23, 2026, Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”) and Blue Foundry Bancorp, a Delaware corporation (“Blue Foundry”), issued a joint press release announcing that all required regulatory approvals have been obtained for the previously announced all-stock transaction in which Blue Foundry will merge with and into Fulton (the “Merger”), with Fulton surviving the Merger. Following the Merger, around the time of systems conversion, Blue Foundry Bank, a New Jersey-chartered stock savings bank and wholly owned subsidiary of Blue Foundry, will merge with and into Fulton Bank, N.A. (“Fulton Bank”), a national banking association and wholly owned subsidiary of Fulton (the “Bank Merger” and, together with the Merger, the “Transaction”), with Fulton Bank continuing as the surviving bank in the Bank Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On February 19, 2026, the Board of Governors of the Federal Reserve System approved the application to complete the Merger. Fulton previously received the required approval for the Bank Merger from the Office of the Comptroller of the Currency. All required regulatory approvals to complete the Transaction have now been received.
Subject to the satisfaction of the remaining customary closing conditions in the Agreement and Plan of Merger, dated as of November 24, 2025, by and between Fulton and Blue Foundry, Fulton and Blue Foundry expect to close the Merger on or about April 1, 2026. The Bank Merger is expected to occur following the Merger around the time of systems conversion.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |||||||
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Fulton and Blue Foundry with respect to the proposed business combination between Fulton and Blue Foundry (the “Proposed Transaction”), the strategic benefits and financial benefits of the Proposed Transaction, including the expected impact of the Proposed Transaction on Fulton’s future financial performance (including anticipated accretion to earnings per share and other metrics), and the timing of the closing of the Proposed Transaction. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of Fulton and Blue Foundry, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton’s and Blue Foundry’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. All forward-looking statements attributable to Fulton or Blue Foundry, or persons acting on Fulton’s or Blue Foundry’s behalf, are expressly qualified in their entirety by the cautionary statements set forth below. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton and Blue Foundry undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Factors relating to the Transaction that could cause or contribute to actual results differing materially from those contained or implied in forward-looking statements or historical performance include, in addition to those factors identified elsewhere in this communication:
•The possibility that revenue or expense synergies and other expected benefits of the Transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Foundry into Fulton or as a result of the strength of the economy, competitive factors in the areas where Fulton and Blue Foundry do business, or as a result of other unexpected factors or events;
•The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement governing the terms and conditions of the Transaction;
•The possibility that the Transaction may not be completed when expected or at all because required conditions to closing are not satisfied on a timely basis or at all;
•Reputational risks and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction;
•The dilution caused by Fulton’s issuance of common stock in connection with the Transaction;
•Diversion of management’s attention and time from ongoing business operations and other opportunities on matters relating to the Transaction;
•The outcome of any legal proceedings related to the 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 Transaction; and
•Other factors that may affect future results of Fulton and Blue Foundry, including continued pressures and uncertainties within the banking industry and Fulton’s and Blue Foundry’s markets, including changes in interest rates, price fluctuations as well as other market events, and deposit amounts and composition, increased competitive pressures, operational risks, asset and credit quality deterioration, the impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which Fulton or Blue Foundry operate, and legislative, regulatory, and fiscal policy changes and related compliance costs.
These factors are not necessarily all of the factors that could cause Fulton’s or Blue Foundry’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Fulton’s or Blue Foundry’s results.
Further information regarding Fulton and Blue Foundry and factors that could affect the forward-looking statements contained herein can be found in Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and in the Investor Relations section of Fulton’s website at www.fultonbank.com, and in other documents Fulton files with the SEC and in Blue Foundry’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov and available in the Investor Relations section of Blue Foundry’s website at https://bluefoundrybank.com and in other documents Blue Foundry files with the SEC. Information on these websites is not part of this document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Blue Foundry Bancorp | ||||||||
| DATE: February 23, 2026 | By: | /s/ James D. Nesci | ||||||
| James D. Nesci | ||||||||
| President and Chief Executive Officer | ||||||||