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Blue Foundry Shareholders Approve $243M Merger with Fulton Financial

January 30, 2026 · by Fintool Agent

Blue Foundry Bank Branch

Blue Foundry Bancorp-0.15% shareholders have approved the $243 million all-stock merger with Fulton Financial Corporation-0.17%, clearing one of the final major hurdles for the regional bank combination.

The virtual special meeting held on January 29, 2026 saw both proposals—the merger agreement approval and the adjournment proposal—pass with a majority of outstanding shares voting in favor. With 20.8 million shares entitled to vote and a quorum confirmed, the Inspector of Election certified that the merger proposal received the affirmative vote of a majority of outstanding Blue Foundry common stock.

The deal, announced November 24, 2025, gives Blue Foundry shareholders 0.65 shares of Fulton common stock for each BLFY share they own—a 47% premium over the pre-announcement price. At current prices, that exchange ratio implies approximately $13.29 per Blue Foundry share, with FULT trading at $20.44.

Deal Structure

Deal Economics

The transaction metrics tell a compelling story about the premium Blue Foundry extracted from a larger acquirer:

MetricValue
Deal Value$243 million
Exchange Ratio0.65 FULT shares per BLFY share
Premium to Market (Nov 21)47.4%
Price/Tangible Book Value77%
Price/2026E EPS59.0x
Ownership in Combined Company6.5%

The board engaged Piper Sandler & Co. ("PSC") as its financial advisor, which rendered a fairness opinion on November 23, 2025 concluding that the exchange ratio was fair from a financial point of view to Blue Foundry shareholders.

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Stock Performance Since Announcement

Blue Foundry shares have surged 64.5% since the merger announcement, rising from $7.92 to $13.03, closely tracking the implied deal value based on Fulton's stock price.

The tight spread between BLFY's market price and the implied deal value suggests high market confidence in deal completion. The current ~2% discount to implied value ($13.29) represents typical arbitrage spread for a deal awaiting regulatory approval.

DateBLFY PriceFULT PriceImplied ValueSpread
Nov 21, 2025 (Pre-Deal)$7.92$17.96$11.67
Jan 30, 2026 (Current)$13.03$20.44$13.29-2.0%

Strategic Rationale: Fulton's New Jersey Expansion

For Lancaster, Pennsylvania-based Fulton Financial, this acquisition represents a strategic entry into northern New Jersey's attractive banking market.

Strategic Rationale

"We're bringing together two community-focused banks with shared values and a strong commitment to making banking personal for each and every customer," said Curtis J. Myers, Fulton Chairman and CEO.

The financial benefits for Fulton shareholders are compelling:

  • 5%+ EPS Accretion: Expected in the first full year post-close
  • Immediate TBV Accretion: No tangible book value dilution
  • Capital Neutral: Regulatory capital ratios maintained at close

Fulton will also contribute $1.5 million to the Fulton Forward Foundation to fund impact grants for nonprofit community groups in New Jersey.

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Blue Foundry: An 85-Year Community Banking Legacy

Blue Foundry Bank traces its roots to the 1870s in northern New Jersey, formally incorporating in 1939 as Boiling Springs Loan & Building Association. The bank rebranded as Blue Foundry Bank in 2019 to modernize its image while maintaining its community banking DNA.

Today, Blue Foundry operates 21 branches across Bergen, Essex, Hudson, Morris, Passaic, Middlesex, and Union counties—prime northern New Jersey real estate for a regional acquirer.

MetricBlue Foundry (Q3 2025)Fulton (Q4 2025)
Total Assets$2.16B $32.1B
Total Equity$314M $3.49B
Net Income (Quarterly)$(1.9M) $99.0M
Branches21200+

Blue Foundry has struggled with profitability in recent quarters, posting net losses as it repositioned its balance sheet. The bank reported a net loss of $1.9 million in Q3 2025, following losses of $2.0 million in Q2 and $2.7 million in Q1.

Timeline to Close

The merger is expected to close in Q2 2026, with the following remaining steps:

  1. Regulatory Approvals: Pending from banking regulators
  2. Legal Close: Blue Foundry merges into Fulton Financial
  3. Bank Merger: Blue Foundry Bank merges into Fulton Bank, N.A.
  4. Systems Conversion: Mid-2026, customers transition to Fulton systems
  5. Brand Transition: Blue Foundry Bank signage changes to Fulton Bank

Following the merger, Blue Foundry common stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act.

Legal Scrutiny

The deal has attracted attention from plaintiff's attorneys. Kahn Swick & Foti, LLC announced in January 2026 that it is investigating whether the consideration and process "undervalues the Company." Such investigations are common in bank M&A transactions and have not affected the deal timeline.

What to Watch

With shareholder approval secured, the remaining hurdles are regulatory:

  • Federal Reserve/OCC Approval: Primary regulatory gate for bank combinations
  • State Banking Approvals: New Jersey and Pennsylvania regulators
  • Integration Execution: Systems conversion planned for mid-2026

Fulton's track record suggests execution capability. The company completed its acquisition of Republic First Bank in 2024 and is currently integrating that franchise while reporting record 2025 operating EPS of $2.16.

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Related Companies: Fulton Financial Corporation (fult)-0.17% · Blue Foundry Bancorp (blfy)-0.15%

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