As filed with the Securities and Exchange Commission on December 12, 2025

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania		6021		23-2195389
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

One Penn Square

P. O. Box 4887

Lancaster, Pennsylvania 17604

(717) 291-2411

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Natasha R. Luddington

Senior Executive Vice President, Chief Legal Officer & Corporate Secretary

Fulton Financial Corporation

One Penn Square

P. O. Box 4887

Lancaster, Pennsylvania 17604

Telephone: (717) 291-2411

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Shawn M. Turner Jeffrey D. Haas Mary Ellen Stanley Holland & Knight LLP 800 17th Street N.W., Suite 1100 Washington, DC 20006 (202) 955-3000		John J. Gorman Marc P. Levy Luse Gorman, PC 5335 Wisconsin Ave, NW Suite 780 Washington, DC 20015 Telephone: (202) 274-2000

 

 

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Information contained herein is subject to completion and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY - SUBJECT TO COMPLETION - DATED DECEMBER 12, 2025

 

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Blue Foundry Bancorp:

On behalf of the board of directors of Blue Foundry Bancorp (“Blue Foundry”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the proposed acquisition by Fulton Financial Corporation (“Fulton”) of Blue Foundry. We are requesting that you take certain actions as a holder of Blue Foundry common stock (a “Blue Foundry stockholder”).

On November 24, 2025, Fulton and Blue Foundry entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Fulton will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Blue Foundry in an all-stock transaction.

Under the merger agreement, Blue Foundry will merge with and into Fulton, with Fulton as the surviving corporation in the merger (the “merger”). Following the merger, Blue Foundry Bank, a New Jersey-chartered stock savings bank and a wholly owned subsidiary of Blue Foundry, will merge with and into Fulton Bank, N.A., a national banking association and a wholly owned subsidiary of Fulton (“Fulton Bank”), with Fulton Bank as the surviving bank (the “bank merger”).

At the effective time of the merger (the “effective time”), each share of common stock, $0.01 par value per share, of Blue Foundry (“Blue Foundry common stock”) issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.650 of a share (the “exchange ratio”) of common stock, par value $2.50 per share, of Fulton (“Fulton common stock”) and cash in lieu of fractional shares.

Based on the closing price of Fulton common stock on the Nasdaq Stock Market, LLC (“Nasdaq”) on November 21, 2025, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $11.67 in value for each share of Blue Foundry common stock, representing merger consideration of approximately $243 million on an aggregate basis. Based on the closing price of Fulton common stock on Nasdaq on [    ], 2025, the last practicable trading day before the date of the accompanying proxy statement/prospectus, of $[    ], the exchange ratio represented approximately $[    ] in value for each share of Blue Foundry common stock.

The value of Fulton common stock at the time of the completion of the merger could be greater than, less than or the same as the value of Fulton common stock on the date of the accompanying proxy statement/prospectus. We urge you to obtain current market quotations for Fulton (Nasdaq trading symbol “FULT”) and Blue Foundry (Nasdaq trading symbol “BLFY”).

We expect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. Accordingly, Blue Foundry stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Blue Foundry common stock for Fulton common stock in the merger, except with respect to any cash received by Blue Foundry stockholders in lieu of fractional shares of Fulton common stock.

Based on the number of shares of Blue Foundry common stock outstanding as of [    ], 2025, Fulton expects to issue to Blue Foundry stockholders approximately [    ] million shares of Fulton common stock in the aggregate in the merger. We estimate that Fulton shareholders will own approximately [    ] percent ([    ]%) and former Blue Foundry stockholders will own approximately [    ] percent ([    ]%) of Fulton common stock following completion of the merger.

Blue Foundry will hold a special meeting of its stockholders (the “Blue Foundry special meeting”) in connection with the merger. At the Blue Foundry special meeting, in addition to other business, Blue Foundry will ask its stockholders to consider and vote upon the merger and the other transactions contemplated by the merger agreement. Information about the Blue Foundry special meeting and the merger is contained in the accompanying proxy statement/prospectus. You are urged to read this document carefully and in its entirety.

The Blue Foundry special meeting will be held via live webcast only on [    ], 2026, at [    ] a.m., Eastern Time.

The Blue Foundry board of directors unanimously recommends that Blue Foundry stockholders vote “FOR” each of the proposals to be considered at the Blue Foundry special meeting.

The accompanying document, which serves as a proxy statement for the Blue Foundry special meeting and as a prospectus for the shares of Fulton common stock to be issued in the merger to Blue Foundry stockholders, provides you with detailed information about the merger agreement and the merger. It also contains or references information about Fulton and Blue Foundry and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 22 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Fulton and Blue Foundry from documents that have been filed with the Securities and Exchange Commission that are incorporated into the accompanying proxy statement/prospectus by reference.

If you have any questions regarding the merger or the accompanying proxy statement/prospectus, please call Elyse D. Beidner, Executive Vice President, Chief Legal Officer and Corporate Secretary for Blue Foundry at (201) 939-5000; or Georgeson at (866) 441-6116.

On behalf of Blue Foundry, thank you for your prompt attention to this important matter,

Sincerely,

 

Name: James D. Nesci

Title: President and Chief Executive Officer

Blue Foundry Bancorp

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Fulton or Blue Foundry, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated [    ], 2025, and it is first being mailed or otherwise delivered to Blue Foundry stockholders on or about [    ], 2025.

Blue Foundry Bancorp

19 Park Avenue

Rutherford, New Jersey 07070

NOTICE OF VIRTUAL SPECIAL MEETING OF BLUE FOUNDRY STOCKHOLDERS

To the Stockholders of Blue Foundry Bancorp:

On November 24, 2025, Blue Foundry Bancorp, a Delaware corporation (“Blue Foundry”), and Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Blue Foundry (the “Blue Foundry special meeting”) will be held via live webcast only on [    ], 2026, at [    ] a.m., Eastern Time. To participate in the Blue Foundry special meeting you must register by visiting www.virtualshareholdermeeting.com/BLFY2026SM and entering the 16-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in the accompanying proxy statement/prospectus.

A proxy card and proxy statement/prospectus for the special meeting are enclosed. The special meeting is for the purpose of considering and acting upon:

 

1.

a proposal to approve and adopt the merger agreement (the “Blue Foundry merger proposal”); and

 

2.

a proposal to adjourn the Blue Foundry special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Blue Foundry special meeting to approve and adopt the Blue Foundry merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Blue Foundry stockholders (the “Blue Foundry adjournment proposal”).

As more fully described in the “Questions and Answers About the Merger” and “The Blue Foundry Virtual Special Meeting” sections of the accompanying proxy statement/prospectus, you are entitled to attend the virtual special meeting if, as of the close of business on [    ], 202[  ], you held shares of Blue Foundry common stock registered in your name (a “record holder”), or you held shares in “street name” through a bank, broker, trustee or other nominee (a “beneficial owner”). Both record holders and beneficial owners will be able to attend the Blue Foundry special meeting, ask questions and vote during the meeting.

The Blue Foundry board of directors fixed the close of business on [    ], 202[  ] as the record date for the Blue Foundry special meeting. Only holders of record of Blue Foundry common stock as of the close of business on the record date for the Blue Foundry special meeting are entitled to notice of, and to vote at, the Blue Foundry special meeting, or any adjournment or postponement thereof.

The Blue Foundry board of directors unanimously recommends that Blue Foundry stockholders vote “FOR” the Blue Foundry merger proposal and “FOR” the Blue Foundry adjournment proposal. Certain officers and directors of Blue Foundry have entered into voting agreements with Fulton pursuant to which they have agreed to vote “FOR” the approval and adoption of the merger agreement, subject to the terms of the voting agreements.

 

Your vote is very important. We cannot complete the transactions contemplated by the merger agreement unless Blue Foundry stockholders approve and adopt the Blue Foundry merger proposal. The Blue Foundry merger proposal must be approved by the affirmative vote of a majority of the outstanding shares of Blue Foundry common stock entitled to vote. Whether or not you plan to attend the virtual Blue Foundry special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

By Order of the Board of Directors

Elyse D. Beidner

Corporate Secretary

Blue Foundry Bancorp

[    ], 2025

 

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about Fulton and Blue Foundry from documents filed with the U.S. Securities and Exchange Commission (the “SEC”), that are not included in or delivered with this document. You can obtain any of the documents filed with or furnished to the SEC by Fulton and Blue Foundry at no cost from the SEC’s website at http://www.sec.gov. or by requesting them in writing, by email or by telephone, at the appropriate address below:

 

Fulton Financial Corporation		Blue Foundry Bancorp
One Penn Square P.O. Box 4887 Lancaster, Pennsylvania 17604 Attention: Corporate Secretary Telephone: (717) 291-2411		7 Sylvan Way Suite 200 Parsippany, New Jersey 07054 Attention: Corporate Secretary Telephone: (201) 939-5000

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, Blue Foundry stockholders must request them no later than five (5) business days before the date of the Blue Foundry special meeting. This means that Blue Foundry stockholders requesting documents must do so by [    ], 2026, in order to receive them by the Blue Foundry special meeting.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [    ], 2025, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference to another document into this proxy statement/prospectus is accurate as of the date of such document. Neither the mailing of this proxy statement/prospectus to Blue Foundry stockholders, nor the issuance by Fulton of shares of Fulton common stock in connection with the merger, will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Fulton has been provided by Fulton and information contained in this proxy statement/prospectus regarding Blue Foundry has been provided by Blue Foundry.

See the section entitled “Where You Can Find More Information” beginning on page 106 of the accompanying proxy statement/prospectus for further information.

 

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGER			1
SUMMARY			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
RISK FACTORS			22
THE BLUE FOUNDRY VIRTUAL SPECIAL MEETING			30
BLUE FOUNDRY PROPOSALS			35
INFORMATION ABOUT THE COMPANIES			36
THE MERGER			38
THE MERGER AGREEMENT			65
VOTING AGREEMENTS			82
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			83
DESCRIPTION OF CAPITAL STOCK OF FULTON			86
COMPARISON OF THE RIGHTS OF FULTON SHAREHOLDERS AND BLUE FOUNDRY STOCKHOLDERS			91
LEGAL MATTERS			102
EXPERTS			103
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS			104
WHERE YOU CAN FIND MORE INFORMATION			106
ANNEX A - AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B - OPINION OF PIPER SANDLER & CO.			B-1

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts if a forward-looking statement, including statements with respect to Fulton’s and Blue Foundry’s beliefs, goals, intentions, plans, projections and expectations regarding the merger; revenues, earnings, loan production, asset quality, and capital levels, among other matters; Fulton’s and Blue Foundry’s estimates of future costs and benefits of the actions they may take; Fulton’s and Blue Foundry’s ability to achieve their respective or joint financial and other strategic goals; the expected timing of completion of the merger; the expected cost savings, synergies and other anticipated benefits from the merger; and other statements that are not historical facts.

Forward-looking statements may be identified by words such as “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Forward-looking statements are based on current expectations, estimates and projections about Fulton’s and Blue Foundry’s businesses, beliefs of Fulton’s and Blue Foundry’s managements and assumptions made by Fulton’s and Blue Foundry’s managements. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“future factors”), which are difficult to predict, change over time, and are often beyond the control of Fulton and Blue Foundry. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

While there is no assurance that any list of factors is complete, in addition to the factors related to the merger discussed under the section entitled “Risk Factors” and the risk factors previously discussed in Fulton’s and Blue Foundry’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements, below are future factors among others:

 

•

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 outcome of any legal proceedings that may be instituted against Fulton or Blue Foundry;

 

•

the possibility that the requisite Blue Foundry stockholder approval or other approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect Fulton or Blue Foundry or the expected benefits of the merger);

 

•

the possibility that the merger will not close when expected or at all for any other reason;

 

•

the ability of Fulton and Blue Foundry to meet expectations regarding the timing, completion and accounting and tax treatments of the merger;

 

•

the risk that any announcement relating to the merger could have adverse effects on the market price of Fulton common stock, including as a result of the financial performance of Blue Foundry prior to closing;

 

•

the possibility that the anticipated benefits of the merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Fulton and Blue Foundry do business;

 

•

the possibility that the transactions contemplated by the merger agreement may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

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the diversion of management’s attention from ongoing business operations and opportunities;

 

19

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the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all and to successfully integrate Blue Foundry’s operations into those of Fulton;

 

•

such integration may be more difficult, time consuming, or costly than expected;

 

•

revenues following the merger may be lower than expected;

 

•

the dilution caused by Fulton’s issuance of additional shares of its capital stock in connection with the merger;

 

•

effects of the announcement, pendency or completion of the merger on the ability of Fulton and Blue Foundry to retain customers and retain and hire key personnel and maintain relationships with their suppliers and other business partners, and on their operating results and businesses generally;

 

•

risks related to the potential impact of general economic, political, industry and market factors, including the impact of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners and the risk of any recession or slowdown in economic growth, particularly in the markets where Fulton and Blue Foundry operate, on the parties or the merger and other factors that may affect future results of Fulton and Blue Foundry;

 

•

continued pressures and uncertainties within the banking industry and Fulton’s and Blue Foundry’s markets, including changes in interest rates and deposit amounts and composition, adverse developments in the level and direction of loan delinquencies, charge-offs, and estimates of the adequacy of the allowance for loan losses, increased competitive pressures, asset and credit quality deterioration, legislative, regulatory, and fiscal policy changes and related compliance costs;

 

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uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board or the effects of continued or renewed inflation;

 

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volatility and disruptions in global or national capital, currency, and credit markets;

 

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the impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks;

 

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the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory reforms, as well as those involving the Federal Reserve Board, the FDIC, and the Consumer Financial Protection Bureau; and

 

•

other changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action and other changes pertaining to banking, securities, taxation and financial accounting and reporting, environmental protection and insurance, and the ability to comply with such changes in a timely manner.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, Fulton and Blue Foundry claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, 27A of the Securities Act and 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. Except as required by applicable law, neither Fulton nor Blue Foundry undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Fulton and Blue Foundry have filed with the SEC as described under the section entitled “Where You Can Find More Information” beginning on page 106.

 

20

Fulton and Blue Foundry expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained in, referred to, or incorporated in this proxy statement/prospectus.

 

21

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also read and consider the risk factors relating to the business of Fulton and ownership of Fulton common stock and relating to the business of Blue Foundry and ownership of Blue Foundry common stock, respectively, appearing under the caption “Risk Factors” in their Annual Reports on Form 10-K most recently filed with the SEC, and may include additional or updated disclosures of such material risks in their Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 106.

Risks Relating to the Consummation of the Merger and Fulton Following the Merger

Because the market price of Fulton common stock may fluctuate prior to the effective time, including as a result of Blue Foundry’s financial performance prior to the effective time, stockholders cannot be certain of the market value of the merger consideration to be received by Blue Foundry stockholders.

At the effective time, each share of Blue Foundry common stock issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.650 of a share of Fulton common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Fulton common stock or Blue Foundry common stock. Changes in the price of Fulton common stock between now and the effective time will affect the value that Blue Foundry stockholders will receive in the merger. Neither Fulton nor Blue Foundry is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Fulton common stock or Blue Foundry common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Fulton’s and Blue Foundry’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of Fulton, Blue Foundry and other banking companies, the effects of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners and the risk of any recession or slowdown in economic growth, particularly in the states of Pennsylvania, Delaware, Maryland, New Jersey and Virginia, and regulatory considerations and tax laws, many of which are beyond Fulton’s and Blue Foundry’s control. Therefore, at the time of the Blue Foundry special meeting, Blue Foundry stockholders will not know the market value of the merger consideration that Blue Foundry stockholders will receive at the effective time. You should obtain current market quotations for shares of Fulton common stock (Nasdaq trading symbol “FULT”) and for shares of Blue Foundry common stock (Nasdaq trading symbol “BLFY”).

The market price of Fulton common stock after the merger may be affected by factors different from those currently affecting the independent businesses of Fulton and Blue Foundry.

As a result of the merger, Blue Foundry stockholders will become Fulton shareholders. Fulton’s business differs from that of Blue Foundry and certain adjustments may be made to Fulton’s business as a result of the merger. Accordingly, the results of operations of Fulton and the market price of Fulton common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Fulton and Blue Foundry. For a discussion of the businesses of Fulton and Blue Foundry and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information” beginning on page 106.

 

22

The opinion delivered by PSC to the Blue Foundry board of directors prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the date of such opinion.

The opinion of PSC, Blue Foundry’s financial advisor, to the Blue Foundry board of directors, was delivered on and dated November 23, 2025. Changes in the operations and prospects of Blue Foundry, general market and economic conditions and other factors which may be beyond the control of Blue Foundry, including the ongoing effects of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners and the risk of any recession or slowdown in economic growth, particularly in New Jersey, on such market and economic conditions, and the market prices of Blue Foundry common stock, may have altered the value of Blue Foundry or the prices of shares of Blue Foundry common stock as of the date of this proxy statement/prospectus, or may alter such values and prices by the effective time. The opinion does not speak as of the date of this proxy statement/prospectus or as of any other date subsequent to the date of such opinion.

Fulton and Blue Foundry are expected to incur substantial costs related to the merger and integration, and these costs may be greater than anticipated due to unexpected events.

Fulton and Blue Foundry have incurred and expect to incur a number of significant non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Fulton or Blue Foundry regardless of whether or not the merger is completed.

In addition, Fulton will incur integration costs following the completion of the merger as Fulton and Blue Foundry integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Fulton and Blue Foundry may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Fulton and Blue Foundry have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in Fulton taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

Combining Fulton and Blue Foundry may be more difficult, costly or time-consuming than expected, and Fulton and Blue Foundry may fail to realize the anticipated benefits and cost savings of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Fulton and Blue Foundry. To realize the anticipated benefits and cost savings from the merger, Fulton and Blue Foundry must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized without adversely affecting current revenues and future growth. If Fulton and Blue Foundry are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of Fulton following the completion of the merger, which may adversely affect the value of the common stock of Fulton following the completion of the merger.

 

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Fulton and Blue Foundry have operated and, until the effective time, must continue to operate, independently. It is possible that the integration process could result in the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Fulton and Blue Foundry during this transition period and for an undetermined period after completion of the merger on Fulton.

The future results of Fulton following the completion of the merger may suffer if Fulton does not effectively manage its expanded operations.

Following the merger, the size of the business of Fulton will increase beyond the current size of either Fulton’s or Blue Foundry’s business. Fulton’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Fulton may also face increased scrutiny from governmental entities as a result of the increased size of its business. There can be no assurances that Fulton will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

Fulton may be unable to retain legacy Blue Foundry personnel successfully after the completion of the merger.

The success of the merger will depend in part on Fulton’s ability to retain the talent and dedication of key employees currently employed by Blue Foundry. It is possible that these employees may decide not to remain with Blue Foundry while the merger is pending or after the completion of the merger. If Fulton and Blue Foundry are unable to retain key employees, including management, who are critical to the successful integration and future operations of Fulton following the merger, Fulton and Blue Foundry could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the completion of the merger, if key employees terminate their employment, Fulton’s business activities following the merger may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause Fulton’s business following the merger to suffer. Fulton and Blue Foundry also may not be able to locate or retain suitable replacements for key employees who leave either company.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Fulton following the merger.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the OCC and the NJDOBI and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under the section entitled “The Merger — Regulatory Approvals” beginning on page 62. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Fulton’s business following the merger or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Fulton following

 

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the merger or otherwise reducing the anticipated benefits of the merger if the merger was consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of any law, order, injunction or decree or other legal restraint prohibiting or making illegal the consummation of the merger.

In addition, Fulton and its subsidiaries will not be required, and Blue Foundry and its subsidiaries will not be permitted without the written consent of Fulton, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the requisite regulatory approvals that would reasonably be expected to impair in any material respect the benefits of the transactions contemplated by the merger agreement to Fulton or its subsidiaries or have a material and adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of Fulton and its subsidiaries, taken as a whole, or Blue Foundry and its subsidiaries, taken as a whole, after giving effect to the merger.

The prospective financial information presented in this proxy statement/prospectus is based on various assumptions and may not be realized.

While presented with numeric specificity, there can be no assurance that the prospective financial information presented in this proxy statement/prospectus will be realized, and actual results may vary materially from those shown in the prospective financial information. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The prospective financial information and the assumptions underlying the prospective financial information reflect numerous estimates and assumptions with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Fulton and Blue Foundry operate. For more information, see the section entitled “The Merger — Certain Unaudited Prospective Financial Information” beginning on page 54.

Certain of Blue Foundry’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of Blue Foundry stockholders.

Blue Foundry stockholders should be aware that some of Blue Foundry’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Blue Foundry stockholders. These interests and arrangements may create potential conflicts of interest. The Blue Foundry board of directors was aware of these respective interests and arrangements and considered these interests and arrangements, among other matters, when making their decisions to approve and adopt the merger agreement, and in recommending that Blue Foundry stockholders vote to approve and adopt the Blue Foundry merger proposal and the Blue Foundry adjournment proposal.

If the requisite approval of Blue Foundry stockholders is not obtained, or other conditions to the closing of the merger are not met, the merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) the receipt of the requisite Blue Foundry stockholder approval; (ii) the filing of a notification of listing of the shares of Fulton common stock to be issued in the merger with Nasdaq and non-objection by Nasdaq to such listing; (iii) the receipt of required regulatory approvals, including the approval of the Federal Reserve Board, the OCC and the NJDOBI; (iv) the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part; and (v) the absence of any law, order, injunction or decree or other legal restraint prohibiting or making illegal the consummation of the merger. Each party’s obligation to complete the merger is also subject to certain additional customary conditions,

 

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including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the merger agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Fulton’s obligation to complete the merger is also subject to the absence of a material adverse effect with respect to Blue Foundry since the execution of the merger agreement.

These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite Blue Foundry stockholder approval, or Fulton or Blue Foundry may elect to terminate the merger agreement in certain other circumstances.

Certain Blue Foundry stockholders have executed voting agreements that requires each such stockholder to vote in favor of the approval and adoption of the merger agreement.

Certain officers and directors of Blue Foundry have entered into voting agreements with Fulton. Pursuant to the voting agreements, each such stockholder has agreed, among other things, to vote his or her shares of Blue Foundry common stock in favor of the approval and adoption of the merger agreement, and against any action or agreement that would prevent, impede, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the merger agreement, including the merger, and against any alternative acquisition proposal. As of the Blue Foundry record date, these stockholders collectively and beneficially owned approximately [    ] percent ([    ]%) of the outstanding shares of Blue Foundry common stock. See the section entitled “Voting Agreements.”

Failure to complete the merger could negatively impact Fulton or Blue Foundry.

If the merger is not completed for any reason, including as a result of Blue Foundry stockholders’ failure to approve and adopt the Blue Foundry merger proposal, there may be various adverse consequences and Fulton and/or Blue Foundry may experience negative reactions from the financial markets and from their respective customers and employees. For example, Fulton’s or Blue Foundry’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Fulton common stock or Blue Foundry common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. If the merger agreement is terminated under certain circumstances, Blue Foundry may be required to pay a termination fee of $9,694,662 to Fulton.

Additionally, each of Fulton and Blue Foundry has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, Fulton and Blue Foundry would have to pay some of these expenses without realizing the expected benefits of the merger.

Fulton and Blue Foundry will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Fulton and Blue Foundry. These uncertainties may impair Fulton’s or Blue Foundry’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Fulton or Blue Foundry to seek to change existing business relationships with Fulton or Blue Foundry. In addition, subject to certain exceptions, Blue Foundry has agreed to operate its business in the ordinary course consistent with past practice in all material respects and to refrain from taking certain actions that may adversely affect or

 

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delay its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Fulton and/or Blue Foundry from pursuing attractive business opportunities that may arise prior to the completion of the merger.

The announcement of the proposed merger could disrupt Fulton’s and Blue Foundry’s relationships with their employees, customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transaction, risks relating to the impact of the announcement of the merger on Fulton’s and Blue Foundry’s business include the following:

 

•

their employees may experience uncertainty about their future roles, which might adversely affect Fulton’s and Blue Foundry’s ability to retain and hire key personnel and other employees;

 

•

customers, suppliers, business partners and other parties with which Fulton and Blue Foundry maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with Fulton and Blue Foundry or fail to extend existing relationships with Fulton and Blue Foundry; and

 

•

Fulton and Blue Foundry have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed merger.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement limits Blue Foundry’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire Blue Foundry.

The merger agreement contains “no shop” covenants that restrict Blue Foundry’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage or participate in any negotiations concerning, or disclose or provide any confidential or nonpublic information or have or participate in any discussions with, or otherwise cooperate in any with, any person relating to, any alternative acquisition proposals, subject to certain exceptions. These provisions, which could result in a $9,694,662 termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Blue Foundry from considering or making that acquisition proposal.

The shares of Fulton common stock to be received by Blue Foundry stockholders as a result of the merger will have different rights from the shares of Blue Foundry common stock.

Upon completion of the merger, the rights of former Blue Foundry stockholders who receive shares of Fulton common stock in the merger and thereby become Fulton shareholders will be governed by the Fulton articles and the Fulton bylaws. The rights associated with Blue Foundry common stock are different from the rights associated with Fulton common stock. In addition, the rights of shareholders under Pennsylvania law, where Fulton is organized, may differ from the rights of stockholders under Delaware law, where Blue Foundry is organized. See the section entitled “Comparison of the Rights of Fulton Shareholders and Blue Foundry Stockholders” beginning on page 91.

Fulton has various provisions in the Fulton articles that could impede a takeover of Fulton.

The Fulton articles contain provisions providing for, among other things, preferred stock, supermajority approval of certain business transactions, and consideration of non-monetary factors in evaluating a takeover

 

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offer. Although these provisions were not adopted for the express purpose of preventing or impeding the takeover of Fulton, without the approval of the Fulton board of directors, such provisions may have that effect. Such provisions may prevent former Blue Foundry stockholders who receive shares of Fulton common stock in the merger from taking part in a future transaction in which such stockholders could realize a premium over the current market price of Fulton common stock.

Blue Foundry stockholders will have a reduced ownership and voting interest in Fulton after the consummation of the merger and will exercise less influence over management.

Blue Foundry stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Blue Foundry. When the merger is completed, each Blue Foundry stockholder will become a Fulton shareholder, with a percentage ownership of the shares of common stock of Fulton that is smaller than the holder’s percentage ownership of Blue Foundry prior to the consummation of the merger. Based on the number of shares of Fulton common stock outstanding as of November 24, 2025, the date of the merger agreement, and based on the number of shares of Fulton common stock expected to be issued in the merger, we estimate that existing Fulton shareholders will own approximately ninety-three and one-half percent (93.5%) and former Blue Foundry stockholders will own approximately six and one-half percent (6.5%) of the common stock of Fulton following the completion of the merger. Because of this, Blue Foundry stockholders may have less influence on the management and policies of Fulton than they now have on the management and policies of Blue Foundry.

Blue Foundry stockholders will not have appraisal rights in connection with the merger or other matters to be voted on at the Blue Foundry special meeting.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 262 of the DGCL, stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depository receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depository receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depository receipts described above or any combination of the foregoing.

Because Blue Foundry common stock is listed on Nasdaq, a national securities exchange, and because Blue Foundry stockholders will receive in the merger only shares of Fulton common stock, which will be publicly listed on Nasdaq upon the effective time, and cash in lieu of fractional shares, Blue Foundry stockholders will not be entitled to any appraisal rights in connection with the merger.

Issuance of shares of Fulton common stock in connection with the merger may adversely affect the market price of Fulton common stock.

In connection with the payment of the merger consideration, Fulton expects to issue approximately [    ] million shares of Fulton common stock to Blue Foundry stockholders. The issuance of these new shares of Fulton common stock may result in fluctuations in the market price of Fulton common stock, including a stock price decrease.

Fulton or Blue Foundry or both may be subject to claims and litigation pertaining to the merger that could prevent or delay the completion of the merger.

Any lawsuits filed in connection with the merger could prevent or delay completion of the merger and result in additional costs to Fulton and Blue Foundry, including any costs associated with indemnification. The defense

 

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or settlement of any lawsuit or claim that may be filed seeking remedies against Blue Foundry, the Blue Foundry board of directors or Fulton or the Fulton board of directors in connection with the merger that remains unresolved at the effective time may adversely affect Fulton’s business, financial condition, results of operations and cash flows.

Risks Relating to Fulton’s Business

You should read and consider risk factors specific to Fulton’s business that will also affect Fulton after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Fulton’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 106 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to Blue Foundry’s Business

You should read and consider risk factors specific to Blue Foundry’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Blue Foundry’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Blue Foundry’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 106 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

 

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THE BLUE FOUNDRY VIRTUAL SPECIAL MEETING

This section contains information for Blue Foundry stockholders about the special meeting that Blue Foundry has called to allow Blue Foundry stockholders to consider and vote on the Blue Foundry merger proposal and the Blue Foundry adjournment proposal. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that the Blue Foundry board of directors is soliciting for exercise by Blue Foundry stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Time, Date, and Place

The Blue Foundry special meeting will be held via live webcast only on [    ], 2026, at [    ] a.m., Eastern Time. Blue Foundry stockholders may participate in the Blue Foundry special meeting by accessing www.virtualshareholdermeeting.com/BLFY2026SM.

Matters to be Considered

At the special meeting, Blue Foundry stockholders will be asked to consider and vote upon the following proposals:

 

•

the Blue Foundry merger proposal; and

 

•

the Blue Foundry adjournment proposal.

A copy of the merger agreement is included in this proxy statement/prospectus as Annex A, and Blue Foundry stockholders are encouraged to read it carefully in its entirety.

Recommendation of the Blue Foundry Board of Directors

The Blue Foundry board of directors recommends that you vote “FOR” the Blue Foundry merger proposal and “FOR” the Blue Foundry adjournment proposal. See “The Merger — Blue Foundry’s Reasons for the Merger; Recommendation of the Blue Foundry Board of Directors” beginning on page 41 for a more detailed discussion of the Blue Foundry board of directors’ recommendation.

Record Date and Quorum

The Blue Foundry board of directors has fixed the close of business on [    ], 202[  ] as the Blue Foundry record date for the determination of Blue Foundry stockholders entitled to notice of and to vote at the Blue Foundry special meeting. As of the Blue Foundry record date, there were [    ] shares of Blue Foundry common stock outstanding.

The presence at the Blue Foundry special meeting, either by attendance virtually or by proxy, of holders of a majority of the shares of Blue Foundry common stock that are outstanding and entitled to vote as of the Blue Foundry record date will constitute a quorum for the transaction of business at the Blue Foundry special meeting.

At the Blue Foundry special meeting, each share of Blue Foundry common stock is entitled to one (1) vote on all matters properly submitted to Blue Foundry stockholders.

As of the close of business on the Blue Foundry record date, Blue Foundry directors, executive officers and their affiliates owned and were entitled to vote approximately [    ] shares of Blue Foundry common stock, representing [    ] percent ([    ]%) of the outstanding shares of Blue Foundry common stock.

Certain of Blue Foundry’s directors and executive officers have entered into voting agreements to vote their shares in favor of the Blue Foundry merger proposal and the Blue Foundry adjournment proposal.

 

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Attending the Blue Foundry Special Meeting

If you were a Blue Foundry stockholder as of the close of business on the Blue Foundry record date, you may attend the Blue Foundry special meeting. As a registered stockholder, you received a proxy card with this proxy statement. The proxy card contains instructions on how to attend the virtual Blue Foundry special meeting, including the website along with your control number. You will need your control number for access.

If you hold your shares through a bank, broker, trustee or other nominee (that is, in street name), you will receive instructions from your bank, broker, trustee or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Blue Foundry special meeting. If you want to vote at the Blue Foundry special meeting, you may visit www.virtualstockholdermeeting.com/BLFY2026SM; press the “Attend Meeting” button and follow the instructions. You may be instructed to obtain a legal proxy from your bank, broker, trustee or other nominee and to submit a copy in advance of the Blue Foundry special meeting. Further instructions will be provided to you via email.

In order to attend the virtual Blue Foundry special meeting, you must visit www.virtualstockholdermeeting.com/BLFY2026SM. Upon entry of your 16-digit control number and other required information, you will receive further instructions via email that provides you access to the virtual Blue Foundry special meeting and to vote and submit questions during the virtual meeting.

As part of the attendance process, you must enter the control number located on your proxy card. If you are a beneficial owner of shares registered in the name of a bank, broker, trustee or other nominee, you may also need to provide the registered name on your account and the name of your bank, broker, trustee or other nominee as part of the attendance process.

Only the latest-dated, validly executed proxy that you submit will be counted — any proxy may be revoked at any time prior to its exercise at the virtual meeting by following the instructions under “— Revocation of Proxies” below. If you have any questions regarding this information or the proxy materials, please call Elyse D. Beidner, Executive Vice President, Chief Legal Officer and Corporate Secretary for Blue Foundry at (201) 939-5000; or Georgeson at (866) 441-6116.

Required Vote

Blue Foundry merger proposal:

 

•

Vote required: Approval of the Blue Foundry merger proposal requires the affirmative vote of a majority of the outstanding shares of Blue Foundry common stock entitled to vote. Approval of the Blue Foundry merger proposal is a condition to complete the merger.

 

•

Effect of abstentions and failure to vote: If a Blue Foundry stockholder is present at the Blue Foundry special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the Blue Foundry special meeting or fails to instruct his, her or its bank, broker, trustee or other nominee how to vote with respect to the Blue Foundry merger proposal (i.e., a broker non-vote), it will have the same effect as a vote “AGAINST” the Blue Foundry merger proposal.

Blue Foundry adjournment proposal:

 

•

Vote required: Approval of the Blue Foundry adjournment proposal requires the affirmative vote of a majority of all votes cast on the matter at the Blue Foundry special meeting. Approval of the Blue Foundry adjournment proposal is not a condition to complete the merger.

 

•

Effect of abstentions and failure to vote: If a Blue Foundry stockholder is present at the Blue Foundry special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” is not present at the Blue Foundry special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e., a broker non-vote) how to vote with respect to the Blue Foundry adjournment proposal, it will have no effect on such proposal.

 

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Proxies

A holder of Blue Foundry common stock may vote in advance by proxy or during the Blue Foundry special meeting. If you hold your shares of Blue Foundry common stock in your name as a record holder, to submit a proxy, you, as a holder of Blue Foundry common stock, may use one of the following methods:

 

•

by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

 

•

through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

 

•

by mail: by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

We request that Blue Foundry stockholders authorize a proxy by telephone, via the internet or by completing and signing the accompanying proxy card and returning it to Blue Foundry as soon as possible in the enclosed postage-paid envelope whether or not you plan to attend the meeting. When the accompanying proxy card is returned properly executed, the shares of Blue Foundry common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Blue Foundry merger proposal and “FOR” the Blue Foundry adjournment proposal.

If you are a beneficial owner, you should check the voting form used by your bank, broker, trustee or other nominee to determine whether you may submit your voting instructions by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or authorize a proxy via the internet or by telephone, whether or not you plan to attend the Blue Foundry special meeting virtually. Sending in your proxy card or authorizing a proxy by telephone or via the internet will not prevent you from attending the Blue Foundry special meeting or voting your shares at the Blue Foundry special meeting because you may revoke your proxy at any time before it is voted.

Revocation of Proxies

If you directly hold shares of Blue Foundry common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at the Blue Foundry special meeting. You can do this by:

 

•

submitting a valid, later dated proxy card in a timely manner that is received no later than the time of the commencement of the Blue Foundry special meeting;

 

•

submitting a letter dated vote by telephone or through the internet in a timely manner (and in any event no later than the commencement of the Blue Foundry special meeting);

 

•

giving written notice of such revocation to Blue Foundry’s corporate secretary, which written notice is received prior to the time of the commencement of the Blue Foundry special meeting; or

 

•

attending and voting at the virtual Blue Foundry special meeting.

If your shares are held by a bank, broker, trustee or other nominee and you wish to revoke a proxy, you should contact your bank, broker, trustee or other nominee and follow its procedures for changing your voting instructions. You also may vote at the Blue Foundry special meeting to revoke an earlier proxy if you provide an executed proxy from your bank, broker, trustee or other nominee indicating that you were the beneficial owner of the shares on the Blue Foundry record date, and that such bank, broker, trustee or other nominee is giving you its proxy to vote the shares.

Attendance at the Blue Foundry special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Blue Foundry after the voting polls are closed at the Blue Foundry

 

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special meeting will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to Blue Foundry Bancorp, 7 Sylvan Way, Suite 200, Parsippany, New Jersey 07054, Attention: Corporate Secretary. If the Blue Foundry special meeting is postponed or adjourned, it will not affect the ability of Blue Foundry stockholders of record as of the Blue Foundry record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of Blue Foundry common stock on behalf of their customers may not give a proxy to Blue Foundry to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Blue Foundry special meeting, including the Blue Foundry merger proposal and the Blue Foundry adjournment proposal.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Blue Foundry special meeting will be “non-routine” matters. If your bank, broker, trustee or other nominee holds your shares of Blue Foundry common stock in “street name,” such entity will vote your shares of Blue Foundry common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee.

Shares Subject to Voting Agreements; Shares Held by Directors and Executive Officers

As an inducement for each of Fulton and Blue Foundry to enter into the merger agreement, certain officers and directors of Blue Foundry entered into voting agreements with Fulton. As of the Blue Foundry record date, such stockholders collectively and beneficially owned approximately [    ] percent ([    ]%) of the outstanding shares of Blue Foundry common stock.

Pursuant to the voting agreements, each such stockholder agreed, among other things, to vote his or her shares of Blue Foundry common stock in favor of the approval and adoption of the merger agreement. Subject to certain exceptions, each such stockholder also agreed not to transfer his or her shares of Blue Foundry common stock without the prior written consent of Fulton.

The form of the voting agreement is included in this proxy statement/prospectus as Exhibit A to the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

Solicitation of Proxies

Fulton and Blue Foundry will each pay the expenses incurred by such party in connection with the printing and mailing of this proxy statement/prospectus. To assist in the solicitation of proxies, Blue Foundry has retained Georgeson, and will pay them a fee of $27,300 plus reasonable expenses for these services. Blue Foundry and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Blue Foundry

 

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common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Blue Foundry. No additional compensation will be paid to Blue Foundry’s directors, officers or employees for solicitation.

You should not send in any Blue Foundry stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to Blue Foundry stockholders as soon as practicable after the completion of the merger.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this proxy statement/prospectus is being delivered to Blue Foundry stockholders residing at the same address, unless such stockholders have notified Blue Foundry of their desire to receive multiple copies of the proxy statement/prospectus.

Blue Foundry will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any Blue Foundry stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Blue Foundry’s proxy solicitor, Georgeson, by calling (866) 441-6116.

Questions and Additional Information

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement/prospectus, please contact Blue Foundry’s Corporate Secretary at (201) 939-5000 or Georgeson at (866) 441-6116.

 

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BLUE FOUNDRY PROPOSALS

PROPOSAL 1: BLUE FOUNDRY MERGER PROPOSAL

Pursuant to the merger agreement, Blue Foundry is asking Blue Foundry stockholders to adopt and approve the merger and the other transactions contemplated by the merger agreement. Blue Foundry stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Blue Foundry board of directors, by unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Blue Foundry and Blue Foundry stockholders. See “The Merger — Blue Foundry’s Reasons for the Merger; Recommendation of the Blue Foundry Board of Directors” beginning on page 41 for a more detailed discussion of the Blue Foundry board of director recommendation.

The adoption and approval of the Blue Foundry merger proposal by Blue Foundry stockholders is a condition to complete the merger.

The Blue Foundry board of directors unanimously recommends a vote “FOR” the Blue Foundry merger proposal.

PROPOSAL 2: BLUE FOUNDRY ADJOURNMENT PROPOSAL

The Blue Foundry special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Blue Foundry special meeting to adopt and approve the Blue Foundry merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Blue Foundry stockholders.

If, at the Blue Foundry special meeting, the number of shares of Blue Foundry common stock present virtually or represented and voting in favor of the Blue Foundry merger proposal is insufficient to approve the Blue Foundry merger proposal, Blue Foundry intends to move to adjourn the Blue Foundry special meeting in order to enable the Blue Foundry board of directors to solicit additional proxies for approval of the Blue Foundry merger proposal. In that event, Blue Foundry will ask Blue Foundry stockholders to vote upon the Blue Foundry adjournment proposal, but not the Blue Foundry merger proposal.

In this proposal, Blue Foundry is asking Blue Foundry stockholders (i) if there are not sufficient votes at the time of the Blue Foundry special meeting to approve the Blue Foundry merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Blue Foundry stockholders, to approve the adjournment of the Blue Foundry special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Blue Foundry stockholders who have previously voted. Pursuant to the Blue Foundry bylaws, the special meeting may be adjourned without notice other than announcement at the special meeting, but if the adjournment is for more than sixty (60) days after the original Blue Foundry record date, a new record date must be set and a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

The approval of the Blue Foundry adjournment proposal by Blue Foundry stockholders is not a condition to complete the merger.

The Blue Foundry board of directors unanimously recommends a vote “FOR” the Blue Foundry adjournment proposal.

 

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INFORMATION ABOUT THE COMPANIES

Fulton Financial Corporation

One Penn Square

P.O. Box 4887

Lancaster, Pennsylvania 17604

717-291-2411

Fulton is a Pennsylvania corporation and a registered financial holding company that maintains its headquarters in Lancaster, Pennsylvania. Through Fulton’s banking subsidiary, Fulton Bank, Fulton delivers financial services primarily within its five (5)-state market area, comprised of Pennsylvania, Delaware, Maryland, New Jersey and Virginia. As of September 30, 2025, Fulton had, on a consolidated basis, total assets of $32 billion, loans and leases, net of unearned income of $24 billion, total deposits of $26.3 billion and total shareholders’ equity of $3.4 billion.

Fulton’s common stock is traded on Nasdaq under the symbol “FULT.”

For more information about Fulton, please visit Fulton’s website at www.fultonbank.com. The information provided on Fulton’s website (other than the documents incorporated by reference herein) is not part of this proxy statement/prospectus and is not incorporated herein by reference. Additional information about Fulton is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 106.

Blue Foundry Bancorp

19 Park Avenue

Rutherford, New Jersey 07070

201-939-5000

Blue Foundry is a Delaware corporation, which became the holding company for Blue Foundry Bank on July 15, 2021, following the completion of the mutual-to-stock conversion of Blue Foundry, MHC. In connection with the conversion, Blue Foundry sold 27,772,500 shares of common stock, par value $0.01 per share, at a price of $10 per share, for gross proceeds of $277.7 million. Blue Foundry also contributed 750,000 shares of common stock and $1.5 million in cash to Blue Foundry Charitable Foundation, Inc. Shares of Blue Foundry common stock began trading on July 16, 2021 on Nasdaq under the trading symbol “BLFY.”

Blue Foundry owns all of the outstanding common stock of Blue Foundry Bank, and as such, is a bank holding company subject to regulation by the Federal Reserve Board.

Blue Foundry Bank is a New Jersey-chartered stock savings bank that was organized in 1939 as Boiling Springs Savings & Loan Association by the combination of the Rutherford Mutual Loan and Building Association, which had been founded in 1876, and the East Rutherford Savings, Loan and Building Association. In 1992, Boiling Springs Savings & Loan Association converted to a New Jersey-chartered mutual savings bank and became known as Boiling Springs Savings Bank. Boiling Springs Savings Bank’s name was changed to Blue Foundry Bank in 2019. At September 30, 2025, Blue Foundry Bank had assets of $2.15 billion, net loans of $1.70 billion and deposits of $1.52 billion.

Blue Foundry Bank’s principal business is originating loans consisting of commercial real estate mortgages, construction, commercial and industrial loans, multifamily, residential and home equity loans and lines of credit in Blue Foundry’s principal market and surrounding areas. In addition, Blue Foundry occasionally lends outside of its branch network in more densely populated and metropolitan areas, adding diversification to its loan portfolio. Blue Foundry attracts retail deposits from the general public in the areas surrounding its banking offices, through its borrowers, and through its online presence, offering a wide variety of deposit products. Blue

 

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Foundry also invests in securities. Blue Foundry’s revenues are derived primarily from interest on loans and, to a lesser extent, interest on mortgage-backed and other investment securities. Blue Foundry’s primary sources of funds are deposits, principal and interest payments on loans, and securities and borrowings.

Blue Foundry Bank is subject to comprehensive regulation and examination by the NJDOBI and the FDIC.

Blue Foundry Bank’s market area is primarily northern New Jersey. As of September 30, 2025, Blue Foundry Bank operates 20 full service banking offices in Bergen, Essex, Hudson, Middlesex, Morris, Passaic, and Union counties in New Jersey. The administrative offices of Blue Foundry and Blue Foundry Bank are located at 7 Sylvan Way, Suite 200, Parsippany, New Jersey 07054. Blue Foundry’s telephone number is (201) 939-5000.

The economy in Blue Foundry’s primary market area benefits from being varied and diverse, with a broad economic base. New Jersey, counted among the wealthiest states in the nation with an estimated population of 9.3 million, is considered one of the most attractive banking markets in the United States. Within Blue Foundry’s primary market areas, Blue Foundry Bank had less than one percent (1%) of bank deposit market share as of June 30, 2025, the latest date for which statistics are available.

Blue Foundry’s common stock is traded on Nasdaq under the symbol “BLFY.”

For more information about Blue Foundry, please visit Blue Foundry’s website at www.bluefoundrybank.com. The information provided on Blue Foundry’s website (other than the documents incorporated by reference herein) is not part of this proxy statement/prospectus and is not incorporated herein by reference. Additional information about Blue Foundry is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 106.

 

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THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

Terms of the Merger

Each of Fulton’s and Blue Foundry’s respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Blue Foundry will merge with and into Fulton, with Fulton continuing as the surviving corporation, which is referred to as the merger. Following the merger, Blue Foundry Bank, a wholly owned subsidiary of Blue Foundry, will be merged with and into Fulton Bank, a wholly owned subsidiary of Fulton, with Fulton Bank continuing as the surviving bank, which is referred to as the bank merger.

Subject to the terms and conditions of the merger agreement, at the effective time, each share of Blue Foundry common stock issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.650 of a share of Fulton common stock. Blue Foundry stockholders who would otherwise be entitled to a fraction of a share of Fulton common stock in the merger will instead receive, in lieu of the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Fulton closing share value.

Blue Foundry stockholders are being asked to approve and adopt the merger agreement. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the complete the merger and provisions for terminating or amending the merger agreement. Fulton shareholders are not entitled to voting rights in connection with the merger.

Background of the Merger

As part of its periodic strategic planning process, the Blue Foundry board of directors and executive management from time to time review and discuss long term strategies, prospects and strategic alternatives in the context of the national and local economic environment and regulatory and other developments. In June 2023, the Blue Foundry board of directors engaged PSC to assist Blue Foundry in identifying ways to increase long-term shareholder value, including providing advice and assistance in connection with assessing a possible merger and acquisition transaction as a means of delivering value to its stockholders. Blue Foundry included disclosure of this activity and the engagement of a nationally recognized investment banking firm in its April 15, 2024 proxy statement as well as in subsequent proxy statements.

On August 16, 2023, at a regularly scheduled meeting of the Blue Foundry board of directors, PSC provided an update as to the status of the banking industry, the bank merger and acquisition market and an analysis of possible partners for a potential business combination. The Blue Foundry board of directors held additional regularly scheduled board meetings in the latter half of 2023 and into 2024 that included discussions of Blue Foundry’s prospects as a stand-alone company and possible partners for a potential business combination or a merger of equals.

On November 20, 2024, at a regularly scheduled meeting, the Blue Foundry board of directors, executive management and representatives of PSC discussed financial projections, prepared by Blue Foundry, in order to

 

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continue to evaluate a variety of strategic options. PSC also provided an update as to the status of the banking industry, the bank merger and acquisition market, and an analysis of possible partners for a potential business combination, including a strategic transaction and/or a merger of equals. The Blue Foundry board of directors authorized PSC to pursue a potential strategic transaction with third parties as identified during the Blue Foundry board of directors meeting. In addition, the Blue Foundry board of directors established a special committee of two independent directors, comprised of directors J. Christopher Ely and John F. Kuntz, to facilitate the process if and as needed.

From November 2024 through January 2025, PSC approached 21 financial institution holding companies and two credit unions regarding their interest in acquiring a bank holding company operating in the New York/New Jersey metropolitan area. Four bank holding companies initially expressed interest, and two bank holding companies entered into mutual confidentiality agreements with Blue Foundry. The nondisclosure agreements included certain standstill provisions prohibiting each company from proposing or seeking to acquire Blue Foundry other than through the indication of interest process, which prohibitions terminated once Blue Foundry entered into an agreement to be acquired by a third party. Among the twenty one (21) holding companies PSC approached, one was contacted to explore a possible merger-of-equals transaction with Blue Foundry. During this period, Blue Foundry’s Chief Executive Officer met with his counterparts at other financial institutions that had a strong New York/northern New Jersey/Pennsylvania presence to discuss possible strategic alternatives.

From April 2025 through September 2025 both the Blue Foundry Chief Executive Officer and PSC representatives had regular discussions with senior executives of potential interested parties. Many of the parties contacted had also been contacted in the November 2024 through January 2025 outreach. Those potential partners were located in the New York / New Jersey / Pennsylvania market areas. There was no additional interest shown by those parties nor were any additional mutual confidentiality agreements entered into.

PSC reached out to Fulton in August 2025 to gauge its interest in a possible strategic transaction with Blue Foundry. Fulton and Blue Foundry entered into a mutual confidentiality agreement on August 19, 2025. Fulton was granted access to the data room and initiated its due diligence of Blue Foundry. During this period, each party and their respective investment banking firms discussed possible terms of a potential transaction, including the basis of an exchange ratio for an all-stock transaction, various loan and deposit marks, possible cost savings and other related information. Blue Foundry’s Chief Executive Officer and representatives of PSC gave a status report to the Blue Foundry board of directors on September 17, 2025, outlining the parameters of a potential transaction.

On September 29, 2025, Fulton submitted a non-binding indication of interest for an all-stock merger transaction with Blue Foundry. Fulton proposed an aggregate purchase price of up to $12.75 for each share of Blue Foundry common stock, comprised of two components: (a) a fixed exchange ratio of 0.629 shares of Fulton common stock for each share of Blue Foundry common stock, representing a price per share of $12.00 per share based on Fulton’s 10-day volume weighted average price of $19.09 as of September 26, 2025, and (b) possible additional consideration of up to $0.75 per share, subject to (i) a mutually satisfactory solution of the disposition of certain portions of Blue Foundry’s administrative headquarters, (ii) final adjustments related to all balance sheet fair value marks and (iii) final credit marks. The non-binding indication of interest also included an exclusivity provision whereby Blue Foundry would agree not to enter into or solicit negotiations with another party with respect to an acquisition of Blue Foundry for a sixty (60)-day period.

Following receipt and execution of the Fulton indication of interest, the Chief Executive Officers of each company had various direct communications and meetings concerning the indication of interest, as did representatives of PSC and Stephens, particularly on the issue of assuring Blue Foundry stockholders certainty on the exchange ratio without any additional contingent consideration. Throughout October and November 2025, both parties continued to conduct due diligence, including management interviews and review of documents in the virtual data rooms.

 

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On October 31, 2025, Holland & Knight LLP (“Holland & Knight”), Fulton’s legal advisor, delivered to Luse Gorman, PC (“Luse Gorman”), Blue Foundry’s legal advisor, a first draft of a merger agreement, which was provided to Blue Foundry and PSC. Thereafter, and continuing through November 23, 2025, the parties and their counsel negotiated the terms of the merger agreement and related transaction documents, including finalizing a fixed exchange ratio of 0.650, the voting agreements, settlement and restrictive covenant agreements between Blue Foundry and each of James Nesci, Blue Foundry’s Chief Executive Officer and Kelly Pecoraro, Blue Foundry’s Chief Financial Officer, and plan of bank merger, reflecting discussions between the parties regarding transaction terms.

From October 2025 to November 2025, Fulton continued to conduct due diligence on Blue Foundry. Due diligence information was provided across multiple venues, including, but not limited to, a virtual data room, in-person meetings, video conferences and direct loan file reviews.

At its monthly board meeting on November 19, 2025, the Blue Foundry board of directors held an executive session in which representatives of PSC and Luse Gorman participated. In the executive session, PSC provided an update on the banking industry, an update on bank merger and acquisition activity, a stand-alone analysis of Blue Foundry, as well as a preliminary pro forma analysis of the potential strategic opportunity with Fulton. PSC and Luse Gorman reviewed the status of the discussions with Fulton and its advisors, including the remaining outstanding material issues in the proposed transaction. PSC reviewed its financial analysis. Luse Gorman discussed the fiduciary duties of the Blue Foundry board of directors applicable to the transaction and then reviewed the material terms of the merger agreement and related documents. At the conclusion of the executive session, the Blue Foundry board of directors unanimously approved executive management and advisors to continue discussions with Fulton on the remaining outstanding matters.

On November 23, 2025, the Blue Foundry board of directors and Blue Foundry Bank board of directors held a special meeting, at which representatives of PSC and Luse Gorman were in attendance. At the special meeting, PSC reviewed its financial analysis and rendered to the Blue Foundry board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and the qualifications and limitations on the review undertaken by it as set forth in its opinion, the exchange ratio was fair, from a financial point of view, to the holders of Blue Foundry common stock. See the section entitled “— Opinion of Blue Foundry’s Financial Advisor” beginning on page 44 and Annex B. Luse Gorman discussed the fiduciary duties of the Blue Foundry board of directors applicable to the transaction and then reviewed the terms of the merger agreement and related documents. At the conclusion of the discussion, the Blue Foundry board of directors unanimously approved the merger agreement and the transactions contemplated thereby, and determined to recommend that the Blue Foundry stockholders approve the merger agreement. For further information concerning the factors considered by the Blue Foundry board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, see the section entitled “— Blue Foundry’s Reasons for the Merger; Recommendation of the Blue Foundry Board of Directors” beginning on page 41.

On the morning of November 24, 2025, the Fulton board of directors held a special meeting to continue to review and consider the merger agreement and the transactions and agreements contemplated by it. At the meeting, representatives of Fulton’s legal counsel, Holland & Knight, advised the Fulton board of directors of their fiduciary duties in reviewing the potential transaction. Representatives of Stephens Inc. reviewed with the Fulton board of directors financial matters regarding the proposed merger transaction. After additional discussion and deliberation, the Fulton board of directors approved and adopted the draft merger agreement and the transactions and agreements contemplated by it and determined that the merger agreement and the transactions contemplated by it were in the best interests of Fulton and its shareholders.

Following the respective board meetings of Blue Foundry and Fulton, Blue Foundry and Fulton executed the merger agreement and the directors and certain executive officers of Blue Foundry each executed the voting agreements with Fulton. Mr. Nesci and Ms. Pecoraro executed their respective settlement and restrictive

 

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covenant agreements with Blue Foundry. On the morning of November 24, 2025, Fulton and Blue Foundry issued a joint press release announcing the execution of the merger agreement.

Blue Foundry’s Reasons for the Merger; Recommendation of the Blue Foundry Board of Directors

The Blue Foundry board of directors, at a special meeting held on November 23, 2025, unanimously (i) determined that the merger agreement was in the best interests of Blue Foundry and its stockholders, (ii) declared the merger agreement advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the Blue Foundry board of directors unanimously recommends that the Blue Foundry stockholders vote “FOR” the Blue Foundry merger proposal and “FOR” the Blue Foundry adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that Blue Foundry stockholders adopt the merger agreement and approve the merger, the Blue Foundry board of directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with Blue Foundry management, as well as with Blue Foundry’s financial and legal advisors, and considered a number of factors, including the following:

 

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Blue Foundry’s strategic opportunities, business, operations, financial condition, earnings, and prospects and its assessment of Fulton’s business, operations, financial condition, earnings, and prospects, including both Blue Foundry’s and Fulton’s geographic positions in the northern New Jersey Metropolitan Area;

 

•

the fact that Blue Foundry, with the assistance of its advisors, undertook a lengthy and thorough process of reviewing and analyzing potential strategic partners, which included an outreach to 23 parties;

 

•

its knowledge of the current environment in the financial services industry, including economic conditions and the interest rate and regulatory environments, increased operating costs resulting from regulatory and compliance mandates, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions and the likely effects of these factors on Blue Foundry’s and the combined company’s potential growth, development, productivity and strategic options;

 

•

the challenges that Blue Foundry would encounter in generating stockholder returns that would result in enhanced valuation relative to peers;

 

•

its belief that the merger will result in a more competitive banking franchise with strong capital ratios and an attractive funding base that has the potential to deliver a higher value to Blue Foundry’s stockholders as compared to continuing to operate as a stand-alone entity;

 

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the fact that Blue Foundry stockholders will receive Fulton common stock as the merger consideration, which offers Blue Foundry stockholders the opportunity to participate as shareholders of Fulton in the future performance of the combined company;

 

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the approximately 45% premium to Blue Foundry’s market price as of November 23, 2025;

 

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the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company due to its larger size, asset base, capital, market capitalization and geographic footprint as compared to Blue Foundry as an independent organization;

 

•

the anticipated pro forma financial impact of the merger on the combined company, including earnings, earnings per share accretion, dividends, return on equity, tangible book value, asset quality, operational efficiency, liquidity and regulatory capital levels;

 

•

Fulton’s market capitalization and dividend payment history;

 

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•

the enhanced liquidity for Blue Foundry’s stockholders;

 

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the complementary nature of Blue Foundry’s and Fulton’s businesses and prospects given the markets they serve and products they offer, and the expectation that the transaction would provide economies of scale, cost savings opportunities and enhanced opportunities for growth;

 

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the combined company’s enhanced deposit market share positions in Morris and Middlesex Counties of New Jersey;

 

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its belief that the two companies’ corporate cultures are similar and compatible, which should facilitate integration and implementation of the merger;

 

•

the fact that both Blue Foundry and Fulton have similar commitments to their respective customers and communities;

 

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its review and discussions with Blue Foundry’s management concerning Blue Foundry’s due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of Fulton;

 

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the ability of Fulton to complete the merger from a financial and regulatory perspective;

 

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the Blue Foundry board of director’s understanding that the merger will qualify as a “reorganization” under the Code and that, as a result, Blue Foundry’s stockholders will not recognize gain or loss with respect to their receipt of Fulton common stock in the merger;

 

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the fact that the exchange ratio would be fixed, which the Blue Foundry board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

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the fact that Blue Foundry’s common stockholders will have an opportunity to vote on the approval of the merger;

 

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the expectation that the requisite regulatory approvals could be obtained in a timely fashion;

 

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the impact of the merger on Blue Foundry’s employees, including the compensation and employee benefits agreed to be provided by Fulton pursuant to the merger agreement;

 

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the financial analyses of PSC and its written opinion, dated November 23, 2025, delivered to the Blue Foundry board of directors to the effect that, as of that date, and subject to and based on the various assumptions, considerations, qualifications and limitations set forth in the opinion, the exchange ratio was fair, from a financial point of view, to the holders of Blue Foundry common stock. See “The Merger — Opinion of Blue Foundry’s Financial Advisor” beginning on page 44; and

 

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the terms of the merger agreement, which Blue Foundry reviewed with its legal advisor, including the representations, covenants, deal protection and termination provisions.

The Blue Foundry board of directors also considered the potential risks related to the transaction, but concluded that the anticipated benefits of combining with Fulton were likely to outweigh these risks. These potential risks include:

 

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the possible diversion of management attention and resources from other strategic opportunities and operational matters while working to implement the transaction and integrate the two companies;

 

•

the risk of losing key Blue Foundry employees during the pendency of the merger and thereafter;

 

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the risk that the consideration to be paid to Blue Foundry stockholders could be adversely affected by a decrease in the trading price of Fulton common stock during the pendency of the merger;

 

•

the restrictions on the conduct of Blue Foundry’s business during the period between execution of the merger agreement and the consummation of the merger, which could potentially delay or prevent Blue Foundry from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the merger;

 

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•

the potential effect of the merger on Blue Foundry’s overall business, including its relationships with customers, employees, suppliers and regulators;

 

•

the possibility of encountering difficulties in achieving cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

 

•

certain anticipated merger-related costs, which could also be higher than expected;

 

•

the regulatory and other approvals required in connection with the merger and the risk that such approvals will not be received or will not be received in a timely manner or may impose burdensome or unacceptable conditions;

 

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the fact that: (i) Blue Foundry would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement; and (ii) Blue Foundry would be obligated to pay to Fulton a termination fee of $9,694,662 if the merger agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with Blue Foundry from pursuing such a transaction;

 

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the potential for legal claims challenging the merger;

 

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the risk that the merger may not be completed despite the combined efforts of Blue Foundry and Fulton or that completion may be unduly delayed, including as a result of delays in obtaining the required regulatory approvals; and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 22 and 19, respectively.

The foregoing discussion of the information and factors considered by the Blue Foundry board of directors is not intended to be exhaustive, but includes the material factors considered by the Blue Foundry board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, the Blue Foundry board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Blue Foundry board of directors considered all these factors as a whole in evaluating the merger agreement and the transactions contemplated thereby, including the merger.

For the reasons set forth above, the Blue Foundry board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Blue Foundry and its stockholders, and approved the merger agreement and the transactions contemplated thereby, including the merger.

In considering the recommendation of the Blue Foundry board of directors, you should be aware that certain directors and executive officers of Blue Foundry may have interests in the merger that are different from, or in addition to, interests of shareholders of Blue Foundry generally and may create potential conflicts of interest. The Blue Foundry board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement and the transactions contemplated thereby, including the merger, and in recommending to Blue Foundry’s stockholders that they vote in favor of the Blue Foundry merger proposal. See “The Merger — Interests of Certain Blue Foundry Directors and Executive Officers in the Merger” beginning on page 57.

It should be noted that this explanation of the reasoning of the Blue Foundry board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19.

For the reasons set forth above, the Blue Foundry board of directors unanimously recommends that the holders of Blue Foundry common stock vote “FOR” the Blue Foundry merger proposal and “FOR” the other proposals to be considered at the Blue Foundry special meeting.

 

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Opinion of Blue Foundry’s Financial Advisor

Blue Foundry retained PSC to act as financial advisor to the Blue Foundry board of directors in connection with Blue Foundry’s consideration of a possible business combination. Blue Foundry selected PSC to act as its financial advisor because PSC is a nationally recognized investment banking firm which specializes in financial institutions. In the ordinary course of its investment banking business, PSC is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

PSC acted as financial advisor to the Blue Foundry board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the November 23, 2025 meeting at which the Blue Foundry board of directors considered the merger and the merger agreement, PSC delivered to the Blue Foundry board of directors its oral opinion, which was subsequently confirmed in writing on November 23, 2025, to the effect that, as of such date, the exchange ratio was fair to the holders of Blue Foundry’s common stock from a financial point of view. The full text of PSC’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by PSC in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Blue Foundry common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

PSC’s opinion was directed to the Blue Foundry board of directors in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any stockholder of Blue Foundry as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger and the merger agreement. PSC’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Blue Foundry common stock and did not address the underlying business decision of Blue Foundry to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Blue Foundry or the effect of any other transaction in which Blue Foundry might engage. PSC also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Blue Foundry or Fulton, or any class of such persons, if any, relative to the compensation to be received in the merger by any other stockholder. PSC’s opinion was approved by PSC’s fairness opinion committee.

In connection with its opinion, PSC reviewed and considered, among other things:

 

•

a draft of the merger agreement, dated November 21, 2025;

 

•

certain publicly available financial statements and other historical financial information of Blue Foundry and its banking subsidiary, Blue Foundry Bank, that PSC deemed relevant;

 

•

certain publicly available financial statements and other historical financial information of Fulton and its banking subsidiaries that PSC deemed relevant;

 

•

certain internal financial projections for Blue Foundry for the years ending December 31, 2025 and December 31, 2026 with estimated annual long-term balance sheet and income statement growth assumptions for the fiscal years ending December 31, 2027 through December 31, 2029 and certain assumptions relating to the repurchase by Blue Foundry of a certain amount of Blue Foundry common stock in the quarter ending December 31, 2025 and the year ending December 31, 2026, as provided by the senior management of Blue Foundry;

 

•

publicly available mean analyst net income estimates for Fulton for the quarter ending December 31, 2025 and the years ending December 31, 2026 and December 31, 2027 as well as an estimated long-term annual net income growth rate for the years ending December 31, 2028 and December 31, 2029 and estimated dividends per share for Fulton for the years ending December 31, 2025 through December 31, 2029, as provided by the senior management of Fulton;

 

44

•

the pro forma financial impact of the merger on Fulton based on certain assumptions relating to transaction expenses, purchase accounting adjustments, and cost savings, as well as certain adjustments for current expected credit losses (“CECL”) accounting standards and the repurchase by Fulton of a certain amount of shares of outstanding Fulton common stock prior to closing, as provided by the senior management of Fulton;

 

•

the publicly reported historical price and trading activity for Blue Foundry common stock and Fulton common stock, including a comparison of certain stock trading information for Blue Foundry common stock and Fulton common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

 

•

a comparison of certain financial and market information for Blue Foundry and Fulton with similar financial institutions for which information is publicly available;

 

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

 

•

the current market environment generally and the banking environment in particular; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as PSC considered relevant.

PSC also discussed with certain members of the senior management of Blue Foundry and its representatives the business, financial condition, results of operations and prospects of Blue Foundry and held similar discussions with certain members of the management of Fulton and its representatives regarding the business, financial condition, results of operations and prospects of Fulton.

In performing its review, PSC relied upon the accuracy and completeness of all of the financial and other information that was available to PSC from public sources, that was provided to PSC by Blue Foundry, Fulton or their respective representatives, or that was otherwise reviewed by PSC, and PSC assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. PSC relied on the assurances of the respective senior managements of Blue Foundry and Fulton that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to PSC’s analyses. PSC was not asked to undertake, and did not undertake, an independent verification of any of such information and PSC did not assume any responsibility or liability for the accuracy or completeness thereof. PSC did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Blue Foundry or Fulton, nor was PSC furnished with any such evaluations or appraisals. PSC rendered no opinion on or evaluation of the collectability of any assets or the future performance of any loans of Blue Foundry or Fulton. PSC did not make an independent evaluation of the adequacy of the allowance for credit losses of Blue Foundry or Fulton, or the combined entity after the merger, and PSC did not review any individual credit files relating to Blue Foundry or Fulton. PSC assumed, with Blue Foundry’s consent, that the respective allowances for credit losses for both Blue Foundry and Fulton were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, PSC used certain internal financial projections for Blue Foundry for the years ending December 31, 2025 and December 31, 2026 with estimated annual long-term balance sheet and income statement growth assumptions for the fiscal years ending December 31, 2027 through December 31, 2029 and certain assumptions relating to the repurchase by Blue Foundry of a certain amount of Blue Foundry common stock in the quarter ending December 31, 2025 and the year ending December 31, 2026, as provided by the senior management of Blue Foundry. In addition, PSC used publicly available mean analyst net income estimates for Fulton for the quarter ending December 31, 2025 and the years ending December 31, 2026 and December 31, 2027 as well as an estimated long-term annual net income growth rate for the years ending December 31, 2028

 

45

and December 31, 2029 and estimated dividends per share for Fulton for the years ending December 31, 2025 through December 31, 2029, as provided by the senior management of Fulton. PSC also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for CECL accounting standards and the repurchase by Fulton of a certain amount of shares of outstanding Fulton common stock prior to closing, as provided by the senior management of Fulton. With respect to the foregoing information, the senior management of Blue Foundry confirmed to PSC that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of senior management as to the future financial performance of Blue Foundry and Fulton, respectively, and PSC assumed that the financial results reflected in such information would be achieved. PSC expressed no opinion as to such projections, estimates or judgements, or the assumptions on which such information was based. PSC also assumed that there had been no material change in Blue Foundry’s or Fulton’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to PSC. PSC assumed in all respects material to its analyses that Blue Foundry and Fulton would remain as going concerns for all periods relevant to its analyses.

PSC also assumed, with Blue Foundry’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements required to effect the merger, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Blue Foundry, Fulton, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Blue Foundry’s consent, PSC relied upon the advice that Blue Foundry received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. PSC expressed no opinion as to any such matters.

PSC’s opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to PSC as of, the date thereof. Events occurring after the date thereof could materially affect PSC’s opinion. PSC has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. PSC expressed no opinion as to the trading values of Blue Foundry common stock or Fulton common stock at any time, or what the value of Fulton common stock would be once it is actually received by the holders of Blue Foundry common stock.

In rendering its opinion, PSC performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying PSC’s opinion or the presentation made by PSC to the Blue Foundry board of directors, but is a summary of the material analyses performed and presented by PSC. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. PSC believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in PSC’s comparative analyses described below is identical to Blue Foundry or Fulton and no transaction is identical to the

 

46

merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Blue Foundry and Fulton and the companies to which they were compared. In arriving at its opinion, PSC did not attribute any particular weight to any analysis or factor that it considered. Rather, PSC made qualitative judgments as to the significance and relevance of each analysis and factor. PSC did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, PSC made its determination as to the fairness of the exchange ratio to the holders of Blue Foundry common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, PSC also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Blue Foundry, Fulton, and PSC. The analyses performed by PSC are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. PSC prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Blue Foundry board of directors at its November 23, 2025 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, PSC’s analyses do not necessarily reflect the value of Blue Foundry common stock or Fulton common stock or the prices at which Blue Foundry or Fulton common stock may be sold at any time. The analyses of PSC and its opinion were among a number of factors taken into consideration by the Blue Foundry board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Blue Foundry board of directors with respect to the fairness of the exchange ratio. For more information about the information and factors considered by the Blue Foundry board of directors in its evaluation of the merger and the exchange ratio, see the section entitled “The Merger — Blue Foundry’s Reasons for the Merger — Recommendation of the Blue Foundry Board of Directors,” beginning on page 41.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

PSC reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time each share of Blue Foundry common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.650 of a share of Fulton common stock. PSC calculated an aggregate implied transaction value of approximately $222.9 million and an implied purchase price per share of $11.67 consisting of the implied value of 20,761,225 shares of Blue Foundry common stock, excluding 1,677,017 shares used to repay the Blue Foundry ESOP loan, 2,138,186 options outstanding with a weighted average strike price of $11.56 and based on the closing price of Fulton common stock on November 21, 2025. Based upon financial information for Blue Foundry as of or for the last twelve (12) months (“LTM”) ended September 30, 2025 and the closing price of Blue Foundry’s common stock on November 21, 2025, PSC calculated the following implied transaction metrics:

 

Transaction Price Per Share / Tangible Book Value Per Share			77	%
Transaction Price Per Share / Adjusted Tangible Book Value Per Share¹			71	%
Transaction Price Per Share / LTM Earnings per Share (“EPS”)			(25.4x	)
Transaction Price Per Share / 2025FY Estimated Earnings per Share2			(28.3x	)
Transaction Price Per Share / 2026FY Estimated Earnings per Share2			59.0x
Tangible Book Premium / Core Deposits3			(7.8	%)
Premium to Blue Foundry Market Price as of November 21, 2025			47.4	%

 

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1	Adjusted tangible book value per share is calculated as tangible book value per share as of September 30, 2025 of $15.14, adjusted to include the reversal of the valuation allowance against the deferred tax asset of $1.22 per share

2	Based on estimated net income and EPS estimates for Blue Foundry as provided by and confirmed for use by Blue Foundry management

3	Core deposits equal to total deposits less CDs greater than $100,000

Stock Trading History.

PSC reviewed the publicly available historical reported trading prices of Blue Foundry common stock and Fulton common stock for the one-year and three-year periods ended November 21, 2025. PSC then compared the relationship between the movements in the price of Blue Foundry common stock and Fulton common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

Blue Foundry’s One-Year Stock Performance

 

		Beginning Value November 21, 2024				Ending Value November 21, 2025
Blue Foundry			100	%			70.7	%
Blue Foundry Peer Group			100	%			81.2	%
S&P 500 Index			100	%			111.0	%
NASDAQ Bank Index			100	%			90.5	%

Blue Foundry’s Three-Year Stock Performance

 

		Beginning Value November 21, 2022				Ending Value November 21, 2025
Blue Foundry			100	%			60.4	%
Blue Foundry Peer Group			100	%			69.3	%
S&P 500 Index			100	%			167.2	%
NASDAQ Bank Index			100	%			101.3	%

Fulton’s One-Year Stock Performance

 

		Beginning Value November 21, 2024				Ending Value November 21, 2025
Fulton			100	%			84.6	%
Fulton Peer Group			100	%			90.3	%
S&P 500 Index			100	%			111.0	%
NASDAQ Bank Index			100	%			90.5	%

Fulton’s Three-Year Stock Performance

 

		Beginning Value November 21, 2022				Ending Value November 21, 2025
Fulton			100	%			98.2	%
Fulton Peer Group			100	%			97.6	%
S&P 500 Index			100	%			167.2	%
NASDAQ Bank Index			100	%			101.3	%

 

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Comparable Company Analyses.

PSC used publicly available information to compare selected financial information for Blue Foundry with a group of financial institutions selected by PSC. The Blue Foundry peer group included banks and thrifts with securities publicly traded on a major exchange (NASDAQ, NYSE, NYSEAM) that are headquartered in New Jersey with total assets between $1.0 billion and $10.0 billion as of the most recently reported quarter and LTM return on average assets less than one percent (1.00%), but excluded targets of announced merger transactions (the “Blue Foundry Peer Group”). The Blue Foundry Peer Group consisted of the following companies:

 

BCB Bancorp, Inc.		Peapack-Gladstone Financial Corporation
Kearny Financial Corp.		Princeton Bancorp, Inc.
Magyar Bancorp, Inc.		SR Bancorp, Inc.
Northfield Bancorp, Inc.

The analysis compared publicly available financial information for Blue Foundry with corresponding data for the Blue Foundry Peer Group as of or for the LTM ended September 30, 2025 (unless otherwise noted) with pricing data as of November 21, 2025. The table below sets forth the data for Blue Foundry and the median, mean, low and high data for the Blue Foundry Peer Group.

Blue Foundry Comparable Company Analysis

 

		Blue Foundry				Blue Foundry Peer Group Median				Blue Foundry Peer Group Mean				Blue Foundry Peer Group Low				Blue Foundry Peer Group High
Total assets ($mm)			2,156				3,353				4,072				998				7,648
Loans / Deposits (%)			114.8				98.2				98.8				91.7				105.3
Non-performing assets¹ / Total assets (%)			0.53				0.58				0.91				0.00				3.39
Tangible common equity/Tangible assets (%)			14.58				11.27				10.79				8.07				15.28
Tier 1 Leverage Ratio2 (%)			13.36				11.15				11.11				8.86				15.50
Total RBC Ratio3 (%)			18.52				13.78				14.34				13.20				15.79
CRE / Total RBC Ratio4 (%)			299.6				400.5				362.6				180.6				494.8
LTM Return on average assets (%)			(0.44	)			0.49				0.54				0.08				0.97
LTM Return on average tangible common equity (%)			(2.8	)			5.9				5.2				0.3				8.6
LTM Net interest margin (%)			2.17				2.68				2.79				1.95				3.56
LTM Efficiency ratio (%)			118.1				62.5				68.3				59.5				82.4
Price/Tangible book value (%)			52				76				74				46				92
Price/LTM Earnings per share (x)			NM				13.2				15.0				27.8				10.8
Price/2026 Estimated earnings per share (x)			NM				7.9				8.2				7.5				8.8
Current Dividend Yield (%)			0.0				4.3				4.1				0.8				8.5
Market value ($mm)			149				226				271				109				450

 

1	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned; Bank level call report data as of September 30, 2025 for Magyar Bancorp, Inc.

2	Bank level call report data as of September 30, 2025 for Blue Foundry, SR Bancorp, Inc., and Magyar Bancorp, Inc.

3	Bank level call report data as of September 30, 2025 for Blue Foundry and Magyar Bancorp, Inc.

4	Bank level call report data as of September 30, 2025 for Blue Foundry, Princeton Bancorp, Inc., SR Bancorp, Inc., and Magyar Bancorp, Inc.

Note: “NM” stands for “Not Meaningful” and denotes a Price / EPS multiple less than 0.0x or greater than 30.0x

 

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PSC used publicly available information to perform a similar analysis for Fulton by comparing selected financial information for Fulton with a group of financial institutions selected by PSC. The Fulton peer group included nationwide banks and thrifts with securities publicly traded on a major exchange (NASDAQ, NYSE, NYSEAM) with total assets between $25.0 billion and $40.0 billion as of the most recently reported quarter, but excluded targets of announced merger transactions and Axos Financial, Inc. due to its differentiated business model (the “Fulton Peer Group”). The Fulton Peer Group consisted of the following companies:

 

Ameris Bancorp		Hancock Whitney Corporation
Atlantic Union Bankshares Corporation		Prosperity Bancshares, Inc.
Banc of California, Inc.		Renasant Corporation
BankUnited, Inc.		Texas Capital Bancshares, Inc.
Commerce Bancshares, Inc.		United Bankshares, Inc.
Eastern Bankshares, Inc.		United Community Banks, Inc.
First Interstate BancSystem, Inc.		WaFd, Inc.
Glacier Bancorp, Inc.		WesBanco, Inc.

The analysis compared publicly available financial information for Fulton with corresponding data for the Fulton Peer Group as of or for the LTM ended September 30, 2025 (unless otherwise noted) with pricing data as of November 21, 2025. The table below sets forth the data for Fulton and the median, mean, low and high data for the Fulton Peer Group.

Fulton Comparable Company Analysis

 

		Fulton				Fulton Peer Group Median				Fulton Peer Group Mean				Fulton Peer Group Low				Fulton Peer Group High
Total assets ($mm)			31,995				30,652				31,030				25,458				38,330
Loans / Deposits (%)			91.3				87.9				85.2				69.9				95.6
Non-performing assets¹ / Total assets (%)			0.48				0.40				0.46				0.05				0.99
Tangible common equity/Tangible assets (%)			8.29				9.31				9.58				7.69				11.81
Tier 1 Leverage Ratio (%)			9.58				10.02				10.56				8.92				12.95
Total RBC Ratio (%)			14.98				15.36				15.62				13.80				18.78
CRE / Total RBC Ratio (%)			182.6				235.5				218.3				88.6				340.0
LTM Return on average assets (%)			1.13				0.85				0.98				0.20				1.80
LTM Return on average tangible common equity (%)			15.0				11.0				11.0				2.8				16.6
LTM Net interest margin (%)			3.47				3.39				3.33				2.58				3.73
LTM Efficiency ratio (%)			57.1				54.7				55.7				43.8				65.0
Price/Tangible book value (%)			125				145				148				104				206
Price/LTM Earnings per share (x)			9.4				13.0				14.2				10.6				20.7
Price/2026 Estimated earnings per share (x)			8.7				10.8				10.9				8.3				13.4
Current Dividend Yield (%)			4.2				3.2				3.2				0.0				6.1
Market value ($mm)			3,243				3,863				4,267				2,434				7,195

 

1	Nonperforming assets include nonaccrual loans and leases and foreclosed or repossessed assets; excludes TDRs; Bank level call report data as of September 30, 2025 for Prosperity Bancshares, Inc., Glacier Bancorp, Inc., United Community Banks, Inc., and Ameris Bancorp.

Analysis of Precedent Transactions.

PSC reviewed a group of nationwide merger and acquisition transactions. The group consisted of nationwide bank and thrift transactions announced between January 1, 2024 and November 21, 2025 with target assets between $750 million and $15.0 billion and LTM return on average assets less than one-half percent (0.50%) at announcement, but excluding transactions with non-disclosed deal values, credit union buyers, private equity buyers, and undisclosed buyers (the “Nationwide Precedent Transactions”).

 

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The Nationwide Precedent Transactions group was composed of the following transactions:

 

Acquiror		Target
ServBanc Holdco, Inc.		IF Bancorp, Inc.
FirstSun Capital Bancorp		First Foundation Inc.
First Financial Bancorp		BankFinancial Corporation
Business First Bancshares, Inc.		Progressive Bancorp, Inc.
Commerce Bancshares, Inc.		FineMark Holdings, Inc.
NB Bancorp, Inc.		Provident Bancorp, Inc.
Cadence Bank		Industry Bancshares, Inc.
Eastern Bankshares, Inc.		HarborOne Bancorp, Inc.
Mechanics Bank		HomeStreet, Inc.
Mid Penn Bancorp, Inc.		William Penn Bancorporation
EverBank Financial Corp		Sterling Bancorp, Inc.
Camden National Corporation		Northway Financial, Inc.
West Coast Community Bancorp		1st Capital Bancorp
Hope Bancorp, Inc.		Territorial Bancorp Inc.
Business First Bancshares, Inc.		Oakwood Bancshares, Inc.

Using the latest publicly available information prior to the announcement of the relevant transaction, PSC reviewed the following transaction metrics: deal value, transaction price to LTM earnings per share, transaction price to estimated earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. PSC compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

 

						Nationwide Precedent Transactions
		Fulton/ Blue Foundry				Median				Mean				Low				High
Deal Value ($mm)			223				126				226				60				747
Transaction Price / LTM Earnings Per Share (x)			NM				18.8				18.6				15.5				21.4
Transaction Price / Estimated Earnings Per Share (x)			NM				16.6				18.2				14.3				23.5
Transaction Price / Tangible Book Value Per Share (%)			77				96				97				31				153
Tangible Book Value Premium to Core Deposits (%)			(7.8	)			(0.6	)			(0.2	)			(14.2	)			8.5
1-Day Market Premium (%)			47.4				12.5				20.3				(0.5	)			60.9

Net Present Value Analyses.

PSC performed an analysis that estimated the net present value of a share of Blue Foundry common stock assuming Blue Foundry performed in accordance with certain internal financial projections for the years ending December 31, 2025 and December 31, 2026 with estimated annual long-term balance sheet and income statement growth assumptions for the fiscal years ending December 31, 2027 through December 31, 2029 and certain assumptions relating to the repurchase by Blue Foundry of a certain amount of Blue Foundry common stock in the quarter ending December 31, 2025 and the year ending December 31, 2026, as provided by the senior management of Blue Foundry. To approximate the terminal value of a share of Blue Foundry common stock at November 21, 2025, PSC applied price to 2029 earnings multiples ranging from 10.0x to 15.0x and multiples of 2029 tangible book value ranging from 50% to 100%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were chosen to reflect different assumptions

 

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regarding required rates of return of holders or prospective buyers of Blue Foundry common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Blue Foundry common stock of $3.49 to $6.22 when applying multiples of earnings and $5.23 to $12.41 when applying multiples of tangible book value.

Earnings Per Share Multiples

 

Discount Rate		10.0x				11.0x				12.0x				13.0x				14.0x				15.0x
9.0%			4.14				4.56				4.97				5.39				5.80				6.22
10.0%			3.97				4.36				4.76				5.16				5.55				5.95
11.0%			3.80				4.18				4.56				4.94				5.32				5.70
12.0%			3.64				4.01				4.37				4.74				5.10				5.46
13.0%			3.49				3.84				4.19				4.54				4.89				5.24

Tangible Book Value Per Share Multiples

 

Discount Rate		50%				60%				70%				80%				90%				100%
9.0%			6.20				7.44				8.68				9.93				11.17				12.41
10.0%			5.94				7.13				8.32				9.50				10.69				11.88
11.0%			5.69				6.83				7.97				9.10				10.24				11.38
12.0%			5.45				6.54				7.63				8.72				9.82				10.91
13.0%			5.23				6.27				7.32				8.36				9.41				10.45

PSC also considered and discussed with Blue Foundry’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, PSC performed a similar analysis, assuming Blue Foundry’s earnings varied from twenty percent (20%) above projections to twenty percent (20%) below projections. This analysis resulted in the following range of per share values for Blue Foundry’s common stock, applying the price to 2029 earnings multiples range of 10.0x to 15.0x referred to above and a discount rate of ten and seventy-eight hundredths of one percent (10.78%).

Earnings Per Share Multiples

 

Annual Estimate Variance		10.0x				11.0x				12.0x				13.0x				14.0x				15.0x
(20%)			3.07				3.38				3.68				3.99				4.30				4.60
(10%)			3.45				3.80				4.14				4.49				4.83				5.18
0.0%			3.84				4.22				4.60				4.99				5.37				5.76
10%			4.22				4.64				5.06				5.49				5.91				6.33
20%			4.60				5.06				5.53				5.99				6.45				6.91

PSC also performed an analysis that estimated the net present value per share of Fulton common stock, assuming Fulton performed in accordance with publicly available mean analyst net income estimates for Fulton for the quarter ending December 31, 2025 and the years ending December 31, 2026 and December 31, 2027 as well as an estimated long-term annual net income growth rate for the years ending December 31, 2028 and December 31, 2029 and estimated dividends per share for Fulton for the years ending December 31, 2025 through December 31, 2029, as provided by the senior management of Fulton. To approximate the terminal value of a share of Fulton common stock at November 21, 2025, PSC applied price to 2029 earnings multiples ranging from 9.0x to 16.5x and multiples of 2029 tangible book value ranging from 100% to 175%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were

 

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chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Fulton common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Fulton common stock of $14.66 to $29.18 when applying multiples of earnings and $14.32 to $27.24 when applying multiples of tangible book value.

Earnings Per Share Multiples

 

Discount Rate		9.0x				10.5x				12.0x				13.5x				15.0x				16.5x
9.0%			17.18				19.58				21.98				24.38				26.78				29.18
10.0%			16.50				18.80				21.10				23.39				25.69				27.99
11.0%			15.86				18.06				20.26				22.46				24.66				26.86
12.0%			15.24				17.35				19.46				21.57				23.68				25.79
13.0%			14.66				16.68				18.70				20.73				22.75				24.77

Tangible Book Value Per Share Multiples

 

Discount Rate		100%				115%				130%				145%				160%				175%
9.0%			16.77				18.87				20.96				23.05				25.14				27.24
10.0%			16.11				18.12				20.12				22.12				24.13				26.13
11.0%			15.48				17.40				19.32				21.24				23.16				25.08
12.0%			14.89				16.73				18.57				20.41				22.25				24.08
13.0%			14.32				16.08				17.85				19.61				21.37				23.14

PSC also considered and discussed with the Blue Foundry board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, PSC performed a similar analysis assuming Fulton’s earnings varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for Fulton common stock, applying the price to 2029 earnings multiples range of 9.0x to 16.5x referred to above and a discount rate of eleven and sixteen hundredths of one percent (11.16%).

Earnings Per Share Multiples

 

Annual Estimate Variance		9.0x				10.5x				12.0x				13.5x				15.0x				16.5x
(20%)			13.14				14.88				16.63				18.38				20.13				21.88
(10%)			14.45				16.41				18.38				20.35				22.32				24.29
0.0%			15.76				17.95				20.13				22.32				24.50				26.69
10%			17.07				19.48				21.88				24.29				26.69				29.10
20%			18.38				21.01				23.63				26.25				28.88				31.50

PSC noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis.

PSC analyzed certain potential pro forma effects of the merger on Fulton assuming the transaction closes on March 31, 2026. PSC utilized the following information and assumptions: (a) certain internal financial projections for Blue Foundry for the years ending December 31, 2025 and December 31, 2026 with estimated

 

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annual long-term balance sheet and income statement growth assumptions for the fiscal years ending December 31, 2027 through December 31, 2029 and certain assumptions relating to the repurchase by Blue Foundry of a certain amount of Blue Foundry common stock in the quarter ending December 31, 2025 and the year ending December 31, 2026, as provided by the senior management of Blue Foundry, (b) publicly available mean analyst net income estimates for Fulton for the quarter ending December 31, 2025 and the years ending December 31, 2026 and December 31, 2027 as well as an estimated long-term annual net income growth rate for the years ending December 31, 2028 and December 31, 2029 and estimated dividends per share for Fulton for the years ending December 31, 2025 through December 31, 2029, as provided by the senior management of Fulton, and (c) certain assumptions relating to transaction expenses, purchase accounting adjustments, and cost savings, as well as certain adjustments for CECL accounting standards and the repurchase by Fulton of a certain amount of shares of outstanding Fulton common stock prior to closing, as provided by the senior management of Fulton. The analysis indicated that the transaction could be accretive to Fulton’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2026 through December 31, 2029 and accretive to Fulton’s estimated tangible book value per share at close and for the years ending December 31, 2026 through December 31, 2029.

In connection with this analysis, PSC considered and discussed with the Blue Foundry board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

PSC’s Relationship.

PSC is acting as Blue Foundry’s financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to one and sixty hundredths of one percent (1.60%) of the aggregate transaction value, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction, PSC’s fee was approximately $3.57 million. PSC also received a $750,000 fee from Blue Foundry upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee, which will become payable to PSC upon closing of the transaction. Blue Foundry has also agreed to indemnify PSC against certain claims and liabilities arising out of PSC’s engagement and to reimburse PSC for certain of its out-of-pocket expenses incurred in connection with PSC’s engagement.

PSC did not provide any other investment banking services to Blue Foundry in the two (2) years preceding the date of its opinion. In the two (2) years preceding the date of its opinion, PSC provided investment banking services to Fulton. In summary, PSC acted as financial advisor to Fulton in connection with Fulton’s acquisition of Republic First Bancorp, which transaction closed in April 2024 for which PSC received approximately $4.0 million in compensation, as well as underwriter in connection with the offer and sale of Fulton common stock in April 2024 for which PSC received $7.3 million in compensation. In addition, in the ordinary course of PSC’s business as a broker-dealer, PSC may purchase securities from and sell securities to Blue Foundry, Fulton and their respective affiliates. PSC may also actively trade the equity and debt securities of Blue Foundry, Fulton and their respective affiliates for PSC’s account and for the accounts of PSC’s customers.

Certain Unaudited Prospective Financial Information

Fulton and Blue Foundry do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, financial condition, revenues, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates.

However, in connection with the merger, certain unaudited prospective financial information for Fulton and Blue Foundry was made available as described below. We refer to this information collectively as the “prospective financial information.” A summary of certain significant elements of this information is included in this proxy statement/prospectus solely for the purpose of providing Blue Foundry stockholders access to certain

 

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information made available to Blue Foundry and the Blue Foundry board of directors, as well as to PSC, Blue Foundry’s financial advisor, for the purpose of performing financial analyses in connection with its fairness opinion.

The prospective financial information was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP.

None of Fulton, Blue Foundry or PSC endorses the prospective financial information as necessarily predictive of actual future results. Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Fulton and Blue Foundry operate and the risks and uncertainties described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus, and in the reports that Fulton and Blue Foundry file with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Fulton and Blue Foundry and will be beyond the control of the combined company following the completion of the merger. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of Fulton or Blue Foundry could or might have taken during these time periods. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The inclusion of the prospective financial information should not be regarded as an indication that any of Fulton, Blue Foundry, their respective affiliates, officers, directors, advisors or other representatives considered, or now consider, this prospective financial information to be material information to any stockholder, particularly in light of the inherent risks and uncertainties associated with such prospective financial information, or that it should be construed as financial guidance, and it should not be relied on as such.

The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the combined company would operate after the merger.

The prospective financial information included in this document has been prepared by, and is the responsibility of, senior management of Fulton and Blue Foundry, respectively. KPMG LLP (each of Fulton’s and Blue Foundry’s independent registered public accounting firm) has neither audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the prospective financial information and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto and assumes no responsibility for the prospective financial information. The reports of KPMG LLP incorporated by reference into this proxy statement/prospectus relate to Fulton’s and Blue Foundry’s previously issued financial statements. Such reports do not extend to the prospective financial information and should not be read to do so.

 

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Blue Foundry’s Prospective Financial Information

The following table illustrates the prospective financial information used by PSC in its financial analysis of Blue Foundry on a standalone basis, using the following assumptions:

 

•

balance sheet and income statement assumptions for the years ended December 31, 2025 through December 2026 were provided, and confirmed for use, by Blue Foundry management;

 

•

projections for the fiscal years ending December 31, 2027 through December 31, 2029, assume a 5.0% growth rate on assets and loans; income statement growth and ratio assumptions related to net interest margin, reserves, and dividends were provided by and confirmed for use by Blue Foundry management;

 

•

the reversal of a valuation allowance of $25.3 million in 2027; and

 

•

250,000 shares of Blue Foundry common stock repurchased in the fourth quarter of 2025 and 1,000,000 shares repurchased in equal quarterly amounts throughout 2026 at $9.50 per share.

 

		2025				2026				2027				2028				2029
Net Income ($000s)		$	(8,097	)		$	3,605			$	34,804			$	10,133			$	11,235
Earnings per Share			(0.41	)			0.20				1.95				0.57				0.62
Dividends per Share			—				—				—				—				—
Tangible Book Value per Share			15.14				15.67				17.50				18.06				18.68

Fulton’s Prospective Financial Information

The following table illustrates the prospective financial information used by PSC in its financial analysis of Fulton on a standalone basis, using the following assumptions:

 

•

net income estimates for the fourth quarter of 2025 and all of 2026 and 2027 were based on mean Wall Street analyst consensus estimates;

 

•

a long-term annual net income growth rate of 5.0%;

 

•

an annual dividend of $0.76 per share beginning in fiscal year 2026; and

 

•

2,000,000 shares of Fulton common stock repurchased in the first quarter of 2026 at $17.57 per share.

 

		2025				2026				2027				2028				2029
Net Income ($000s)		$	374,773			$	374,240			$	396,240			$	416,051			$	436,852
Earnings per Share			2.04				2.06				2.18				2.29				2.41
Dividends per Share			0.72				0.76				0.76				0.76				0.76
Tangible Book Value per Share			14.73				16.12				17.65				19.28				21.01

General

The standalone prospective financial information for Fulton and Blue Foundry was prepared separately, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed.

By including in this proxy statement/prospectus a summary of the prospective financial information, neither Fulton nor Blue Foundry nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Fulton or Blue Foundry compared to the information contained in the prospective financial information. Neither Fulton, Blue Foundry, nor, after completion of the merger, the

 

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combined company, undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. None of Fulton, Blue Foundry or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any Blue Foundry stockholder or other person regarding Fulton’s or Blue Foundry’s ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by Blue Foundry and the Blue Foundry board of directors and financial advisor in connection with the merger.

In light of the foregoing, and considering that the Blue Foundry special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, you are cautioned not to place unwarranted reliance on such information, and are urged to review Fulton’s most recent SEC filings for a description of its reported financial results and the financial statements of Fulton incorporated by reference in this proxy statement/prospectus and Blue Foundry’s most recent SEC filings for a description of its reported financial results and the financial statements of Blue Foundry incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 106. The prospective financial information summarized in this section is not included in this proxy statement/prospectus in order to induce any holder of Blue Foundry common stock to vote in favor of the Blue Foundry merger proposal or the Blue Foundry adjournment proposal to be voted on at the Blue Foundry special meeting.

Interests of Certain Blue Foundry Directors and Executive Officers in the Merger

As described below, some of Blue Foundry’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Blue Foundry stockholders generally. The Blue Foundry board of directors was aware of these interests and considered them in approving the merger agreement.

Treatment of Blue Foundry Equity Awards

Blue Foundry Restricted Stock Awards

Each outstanding Blue Foundry restricted stock award granted under Blue Foundry’s equity compensation plan that is outstanding immediately prior to the effective time will fully vest and will be converted into, and will be cancelled in exchange for the right to receive the merger consideration. The following table sets forth the number of unvested shares of restricted stock held by each director, and each executive officer of Blue Foundry as of December 8, 2025, that would vest as a result of the merger. The estimated value of the shares of restricted stock is based on (a) the average closing market price of Fulton common stock over the first five (5) business days following the initial public announcement of the transaction beginning on November 25, 2025, multiplied by (b) the exchange ratio of 0.650, for an estimated value of $11.88, multiplied by (c) the number of shares subject to each Blue Foundry restricted stock award.

 

Name		Unvested Shares of Restricted Stock				Aggregate Value of Unvested Shares of Restricted Stock
J. Christopher Ely			17,113			$	203,302
Robert T. Goldstein			17,113			$	203,302
Kenneth Grimbilas			17,113			$	203,302
Elizabeth Varki Jobes			15,404			$	183,000
Patrick H. Kinzler			17,113			$	203,302
John F. Kuntz			15,404			$	183,000
Mirella Lang			17,113			$	203,302

 

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Name		Unvested Shares of Restricted Stock				Aggregate Value of Unvested Shares of Restricted Stock
Jonathan M. Shaw			17,113			$	203,302
James D. Nesci			186,075			$	2,210,571
Kelly Pecoraro			62,083			$	737,546
Elyse D. Beidner			29,464			$	350,032
Aleksander Malkiman			20,387			$	242,198
Thomas Packwood			18,756			$	222,821
Acela Roselle			18,756			$	222,821
Keith D. Owes			10,167			$	120,784

Blue Foundry Options

Blue Foundry has awarded executive officers and directors Blue Foundry options pursuant to the Blue Foundry 2022 Equity Incentive Plan (the “Blue Foundry Equity Incentive Plan”). At the effective time, each Blue Foundry option that is outstanding immediately prior to the effective time will fully vest (to the extent unvested) and be cancelled and converted into the right to receive from Fulton a cash payment equal to the product of (i) the number of shares of Blue Foundry common stock subject to such Blue Foundry option as of immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the cashout price of such Blue Foundry option (as specified in the merger agreement), over (b) the exercise price per share of Blue Foundry common stock subject to such Blue Foundry option immediately prior to the effective time. If the per share exercise price of a Blue Foundry option that is outstanding immediately prior to the effective time is equal to or greater than the cashout price of such Blue Foundry option (as specified in the merger agreement), then such Blue Foundry option will be cancelled at the effective time for no consideration. Set forth below is the number of outstanding Blue Foundry options held by each director and executive officer of Blue Foundry as of December 8, 2025, and the cash-out value of the stock options, which will be determined in accordance with the terms of the merger agreement, but for purposes of the table below, was determined to equal $11.88 as follows: (a) the average closing market price of Fulton common stock over the first five (5) business days following the initial public announcement of the transaction beginning on November 25, 2025, multiplied by (b) the exchange ratio of 0.650. As of December 8, 2025, all but 800,146 Blue Foundry options held by the executive officers and directors were vested.

 

Name		Stock Options				Average-Weighted Exercise Price				Aggregate Stock Option Value
J. Christopher Ely			106,959			$	11.54			$	36,366
Robert T. Goldstein			106,959			$	11.54			$	36,366
Kenneth Grimbilas			106,959			$	11.54			$	36,366
Elizabeth Varki Jobes			48,133			$	9.95			$	92,897
Patrick H. Kinzler			106,959			$	11.54			$	36,366
John F. Kuntz			48,133			$	9.95			$	92,897
Mirella Lang			106,959			$	11.54			$	36,366
Jonathan M. Shaw			106,959			$	11.54			$	36,366
James D. Nesci			570,450			$	11.69			$	108,386
Kelly Pecoraro			177,000			$	11.69			$	33,630
Aleksander Malkiman			68,800			$	11.69			$	13,072
Elyse D. Beidner			55,000			$	11.69			$	10,450
Thomas Packwood			55,000			$	11.69			$	10,450
Acela Roselle			55,000			$	11.69			$	10,450

Indemnification and Directors’ and Officers’ Liability Insurance

The merger agreement provides that from and after the effective time, Fulton will indemnify and hold harmless, to the extent (subject to applicable law) such persons are indemnified as of the date of the merger agreement by Blue Foundry pursuant to the Blue Foundry articles and the Blue Foundry bylaws, all present and

 

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former directors or officers of Blue Foundry and its subsidiaries (in their capacity as such) against any costs, expenses (including reasonable attorneys’ fees) and liabilities, whether arising before or after the effective time, based on or arising out of the fact that such person is or was a director, officer or employee of Blue Foundry or its subsidiaries, and pertaining to matters existing or occurring at or prior to the effective time, and will also advance expenses to such persons to the fullest extent permitted by applicable law, provided that such person provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

The merger agreement further requires Fulton, as the surviving entity in the merger, to maintain for a period of six (6) years after the effective time, Blue Foundry’s existing directors’ and officers’ liability insurance policy, or policies with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims against the present and former officers and directors of Blue Foundry or any of its subsidiaries arising from facts or events that occurred at or prior to the consummation of the merger. However, Fulton is not required to spend annually more than two-hundred fifty percent (250%) of the current annual premium paid as of the date of the merger agreement by Blue Foundry for such insurance.

Employment Agreement

Blue Foundry Bank entered into an employment agreement with Mr. Nesci, effective January 1, 2021. The employment agreement has a term of three (3) years, which extends automatically for one (1) additional year on each anniversary of the effective date of the agreement, so that the remaining term is again three (3) years, unless either Blue Foundry Bank or Mr. Nesci give notice to the other party of non-renewal. Notwithstanding the foregoing, in the event Blue Foundry or Blue Foundry Bank enters into a transaction that would constitute a change in control, such as the merger, the term of the agreement will automatically extend so that it would expire no less than three (3) years following the effective date of the change in control.

Blue Foundry Bank may terminate Mr. Nesci’s employment, or Mr. Nesci may resign from his employment at any time with or without good reason (a “qualifying termination”). If a qualifying termination event occurs following a change in control of Blue Foundry or Blue Foundry Bank, Mr. Nesci would be entitled to a severance payment equal to three (3) times the sum of (i) his base salary, plus (ii) the greater of his highest actual annual incentive bonus for the three (3) calendar years immediately preceding his termination of employment or the target amount of the annual incentive bonus for `the calendar year in which his termination occurs. In addition, if Mr. Nesci elects continued bank-provided group health plan coverage pursuant to COBRA, Blue Foundry Bank will reimburse him for the monthly COBRA premium less the active employee premium for the coverage.

Effective as of the effective time of the merger, the employment agreement with Mr. Nesci will be superseded by Mr. Nesci’s Settlement and Restrictive Covenant Agreement discussed below and the payment due under the terms of the employment agreement will be made pursuant to the Settlement and Restrictive Covenant Agreement.

Change in Control Agreement

Blue Foundry Bank has entered into a Change in Control Agreement with Ms. Pecoraro. The change in control agreement has a term of one (1) year that extends each day by one (1) day until either party gives the other notice of non-renewal. Notwithstanding the foregoing, in the event Blue Foundry or Blue Foundry Bank enters into a transaction that would constitute a change in control, such as the merger, the term of the agreement will automatically extend so that it would expire no sooner than three (3) years following the effective date of the change in control.

Upon termination of Ms. Pecoraro’s employment by Blue Foundry Bank without “cause” or by Ms. Pecoraro with “good reason” on or after the effective date of a change in control of Blue Foundry Bank or Blue Foundry, Ms. Pecoraro would be entitled to a severance payment equal to three (3) times the sum of her: (i) base salary in effect as of the date of termination or immediately prior to the change in control, whichever is

 

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higher; and (ii) the highest annual cash bonus earned for the three (3) most recently completed performance periods prior to the change in control. In addition, Ms. Pecoraro would receive thirty-six (36) consecutive monthly cash payments equal to her monthly COBRA premium.

Effective as of the effective time of the merger, the change in control agreement with Ms. Pecoraro will be superseded by Ms. Pecoraro’s Settlement and Restrictive Covenant Agreement discussed below and the payment due under the terms of the change in control agreement will be made pursuant to the Settlement and Restrictive Covenant Agreement.

Continuing Benefits and Severance Benefits

Under the terms of the merger agreement, Fulton has agreed not to reduce the base salaries and hourly wages of employees who continue in employment with Fulton and its subsidiaries after the merger for a period of one year following the effective time, and not to reduce their annual cash bonus opportunity amount as a percentage of their base salary until after December 31, 2026. In addition, Fulton has agreed to provide such employees, during the one-year period following the effective time, with employee benefits that are substantially comparable in the aggregate to certain employee benefits provided by Fulton to its similarly situated employees during such period. Fulton has also agreed to use commercially reasonable efforts to (x) provide continuing employees with service credit for their employment with Blue Foundry and its subsidiaries (and their respective predecessors) for certain purposes under certain of Fulton’s employee benefit plans and (y) take certain actions with respect to the participation by continuing employees in Fulton’s health and welfare plans to minimize employee disruption.

In the event a Blue Foundry employee’s (other than Mr. Nesci and Ms. Pecoraro) employment is involuntarily terminated by Fulton on or after the effective date of the merger, he or she will be entitled to a severance benefit under the severance plan sponsored by Fulton. Fulton’s severance plan provides for a benefit equal to five (5) weeks of base pay, plus one (1) week of base pay for each year of service, as well as outplacement services. In the event of such a termination of employment, based on their years of service with Blue Foundry as of December 8, 2025: Mr. Malkiman would be entitled to a total of nine (9) weeks of base pay, as well as outplacement services; Ms. Beidner would be entitled to a total of twenty-six (26) weeks of base pay, as well as outplacement services; Mr. Packwood would be entitled to a total of twenty (20) weeks of base pay, as well as outplacement services; and Ms. Roselle would be entitled to a total of thirty-two (32) weeks of base pay, as well as outplacement services. Payment of the severance benefit is subject to the employee’s timely execution and non-revocation of a release of claims.

ESOP

Blue Foundry Bank sponsors ESOP for eligible employees, including executive officers. The ESOP holds unallocated shares of Blue Foundry common stock that the trustee purchased in connection with the public stock offering of Blue Foundry, which was funded with a loan from Blue Foundry. Prior to the closing date of the merger, Blue Foundry Bank will terminate the ESOP and the outstanding ESOP indebtedness will be repaid from unallocated ESOP shares. Any remaining unallocated shares or assets will be allocated to each active participant based on their respective account balances under the ESOP. Each share of Blue Foundry common stock held in the ESOP will be converted into the right to receive merger consideration.

Settlement and Restrictive Covenant Agreements

In connection with the merger, Mr. Nesci and Ms. Pecoraro each entered into a Settlement and Restrictive Covenant Agreement (the “Settlement Agreements”) with Blue Foundry and Blue Foundry Bank, which become effective as of the effective date of the merger. Pursuant to the Settlement Agreements, Mr. Nesci’s and Ms. Pecoraro’s employment with Blue Foundry and Blue Foundry Bank will cease on the effective date of the merger, and Mr. Nesci’s employment agreement with Blue Foundry Bank and Ms. Pecoraro’s change in control agreement with Blue Foundry Bank each will terminate on the day prior to the effective date of the merger. In

 

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exchange for the termination of the employment agreement and the change in control agreement and with further consideration for their promises to adhere to certain post-termination covenants, Mr. Nesci and Ms. Pecoraro will receive the payments due under the severance provisions of their existing employment agreement (Mr. Nesci) and change in control agreement (Ms. Pecoraro) of $4,311,000 and $2,601,000, respectively. The payments will be made in a lump sum immediately prior to, on, or within ten (10) days following, the effective date of the merger (and each of their employment will terminate on the effective date of the merger), except for $36,000 of the payment to Ms. Pecoraro, which will be paid in equal monthly installments over the 36 months following her termination of employment (commencing in the month immediately following the month in which such termination of employment occurs). Payment of all such amounts is subject to the executive’s timely execution and non-revocation of a release of claims.

The post-employment covenants contained in the Settlement Agreements include promises by Mr. Nesci and Ms. Pecoraro not to solicit employees and customers of Blue Foundry Bank and not to compete with Blue Foundry Bank in all counties in New Jersey in which Blue Foundry Bank maintains an office or branch as of the effective date of the merger and, if the financial institution is headquartered within ten (10) miles of Blue Foundry Bank’s New Jersey office or any New Jersey branch of Blue Foundry Bank, any county in the State of New Jersey adjacent to a county in which Blue Foundry maintains an office or a branch as of the effective date of the merger. These covenants last for two (2) years from the effective date of the merger. The Settlement Agreements also contain certain confidentiality and non-disparagement provisions.

Director Retirement Plan

Blue Foundry Bank maintains the Boiling Springs Savings Bank Director Retirement Plan II (the “Director Retirement Plan”) for eligible directors (i.e., a “participant”). All current directors, other than directors Ely, Grimbilas, Jobes, Lang and Kuntz participate in the Director Retirement Plan. In June 2022, Blue Foundry Bank amended and froze the plan so that there would be no further benefit accruals under the plan. Under the Director Retirement Plan, as amended, a participant who terminates service after completing ten consecutive years of service will receive an annual benefit based on the value of the accrued benefit under the plan as of the date the plan was frozen. The annual benefit amounts range from $942 to $17,767. The benefits will be paid in substantially equal monthly installments for ten years. Following a participant’s separation from service, Blue Foundry Bank will begin making the payments to the participant on the first business day of the month following the later of (i) the day the participant attains age seventy (70) or (ii) the date of the participant’s separation from service. Each participant is entitled to the same level of benefit upon a termination of service within 24 months following a change in control of Blue Foundry Bank; provided that benefits in such case will be paid in a lump sum within thirty (30) days of the participant’s termination from service following a change in control (based on the present value of such benefits). Unpaid benefits for participants who terminated service prior to a change in control of Blue Foundry are accelerated upon a change in control of Blue Foundry (based on the present value of such unpaid benefits).

Governance of Fulton Following the Merger

The Fulton articles and the Fulton bylaws in effect immediately prior to the effective time will be the articles of incorporation and the bylaws, respectively, of Fulton at the effective time, until thereafter duly amended in accordance with the terms thereof and applicable law.

The directors and officers of Fulton immediately prior to the effective time will serve as the directors and officers, respectively, of Fulton from and after the effective time in accordance with the Fulton bylaws.

Information regarding the current executive officers and directors of Fulton is contained in documents filed by Fulton with the SEC and incorporated by reference into this proxy statement/prospectus, including Fulton’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025 and its Definitive Proxy Statement on Schedule 14A for its 2025 annual meeting of shareholders, filed with the SEC on April 1, 2025. See the section entitled “Where You Can Find More Information” beginning on page 106.

 

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Public Trading Markets

Fulton common stock is listed for trading on Nasdaq under the symbol “FULT,” and Blue Foundry common stock is listed on Nasdaq under the symbol “BLFY.” Following the merger, shares of Fulton common stock will continue to be traded on Nasdaq. In connection with the completion of the merger, Blue Foundry common stock currently listed on Nasdaq will be delisted from Nasdaq and deregistered under the Exchange Act.

Under the merger agreement, Fulton will file a notification of listing of additional shares of Fulton common stock to be issued in the merger prior to the effective time and in accordance with Nasdaq’s rules, and Fulton will also take all other action required to effectuate the listing of such additional shares pursuant to such rules. The merger agreement provides that neither Fulton or Blue Foundry will be required to complete the merger if such notification is not filed or if further action is required to authorize such additional shares for listing.

Regulatory Approvals

To complete the merger and the bank merger, Fulton and Blue Foundry need to obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank and other regulatory authorities. Subject to the terms of the merger agreement, Fulton and Blue Foundry have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or governmental entities. The term “requisite regulatory approvals” means all regulatory consents, registrations, approvals (and the expiration or termination of all statutory waiting periods in respect thereof), permits and authorizations required to be obtained prior to and in order to effect the consummation of the merger and the bank merger from the Federal Reserve Board, the OCC and the NJDOBI and any other approvals set forth in the merger agreement that are necessary to consummate the transactions contemplated by the merger agreement or those the failure of which to be obtained would reasonably be expected to have a material adverse effect on Fulton or Blue Foundry.

Under the terms of the merger agreement, Fulton and its subsidiaries will not be required, and Blue Foundry and its subsidiaries will not be permitted without the written consent of Fulton, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the requisite regulatory approvals that would reasonably be expected to impair in any material respect the benefits of the transactions contemplated by the merger agreement to Fulton or its subsidiaries or have a material and adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of Fulton and its subsidiaries, taken as a whole, or Blue Foundry and its subsidiaries, taken as a whole (in each case, measured on a scale relative to the Blue Foundry and its subsidiaries, taken as a whole), after giving effect to the merger (a “materially burdensome regulatory condition”).

The approval of an application means only that the statutory and regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by Blue Foundry stockholders in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Fulton and Blue Foundry believe that the merger and the bank merger do not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or

 

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business of Fulton following the completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

Federal Reserve Board and the OCC

The merger requires approval of the Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The bank merger is subject to the approval of the OCC under the Bank Merger Act. The Federal Reserve Board and the OCC take into consideration a number of factors when acting on applications under Section 3 of the BHC Act and the Bank Merger Act, respectively. These factors include the effect of the merger on competitiveness in affected banking markets, the financial and managerial resources of the companies and banks involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers and directors, and the records of compliance with applicable laws and regulations) and future prospects of the surviving institution. The Federal Reserve Board and the OCC also consider the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

In considering an application under the BHC Act and the Bank Merger Act, the Federal Reserve Board and the OCC also review the records of performance of the relevant insured depository institutions under the Community Reinvestment Act of 1977 (the “CRA”), pursuant to which the Federal Reserve Board and the OCC must also take into account the record of performance of each of Fulton and Blue Foundry in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by Fulton Bank and Blue Foundry Bank. In their most recent CRA performance evaluations, Fulton Bank received an overall “Outstanding” rating and Blue Foundry Bank received an overall “Satisfactory” rating. As part of the review process in merger transactions, the Federal Reserve Board and the OCC frequently receive comment letters and protests from community groups and others.

In addition, in connection with interstate merger transactions, the Federal Reserve Board and the OCC consider certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended (“the Riegle-Neal Act”), including relevant state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate bank merger transaction only if each constituent bank is adequately capitalized at the time the application for such transaction is filed with the OCC, and the OCC determines that the resulting bank will be well capitalized and well managed upon the consummation of the transaction. Similarly, under the Riegle-Neal Act, the Federal Reserve may approve an interstate merger transaction only if the acquiring bank holding company is well capitalized and well managed and meets certain other requirements.

Public Notice and Comments

The BHC Act, the Bank Merger Act as well as Federal Reserve Board and OCC regulations require published notice of, and the opportunity for public comment on, the applications to the Federal Reserve Board the OCC. The Federal Reserve Board and the OCC take into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. These agencies are also authorized to hold one or more public hearings or meetings if such agencies determine that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the application is under review by these agencies.

Department of Justice Review and Waiting Periods

In addition to the Federal Reserve Board and the OCC, the Antitrust Division of the Department of Justice (the “DOJ”) conducts a concurrent competitive review of the merger and the bank merger to analyze the merger’s

 

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and the bank merger’s competitive effects and determine whether the merger or the bank merger would result in a violation of the antitrust laws. Transactions approved under Section 3 of the BHC Act or the Bank Merger Act generally may not be completed until thirty (30) days after the approval of the applicable federal agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger or the bank merger, the DOJ could analyze the merger’s and the bank merger’s effect on competition differently than the Federal Reserve Board or the OCC and, thus, it is possible that the DOJ could reach a different conclusion regarding the merger’s or the bank merger’s effects on competition. A determination by the DOJ not to object to the merger or the bank merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.

Additional Regulatory Approvals and Notices

Additional notifications and/or applications requesting approval may be submitted to various other federal, state and non-U.S. regulatory authorities and self-regulatory organizations, including but not limited to notifications and/or applications to the NJDOBI and certain other state financial services and banking regulators with respect to Fulton Bank maintaining the existing Blue Foundry Bank offices in those states.

Appraisal or Dissenters’ Rights in the Merger

Under Section 262 of the DGCL, stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Because Blue Foundry common stock is listed on Nasdaq, a national securities exchange, and because Blue Foundry stockholders will receive in the merger only shares of Fulton common stock, which will be publicly listed on Nasdaq upon the effective time, and cash in lieu of fractional shares, the holders of Blue Foundry common stock will not be entitled to appraisal rights in connection with the merger.

Accounting Treatment of the Merger

Fulton and Blue Foundry prepare their respective financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Blue Foundry by Fulton under the acquisition method of accounting, and Fulton will be treated as the acquirer for accounting purposes.

 

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THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all the information about the merger agreement that is important to you. We urge you to read the full text of the merger agreement, as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Fulton and Blue Foundry contained in this proxy statement/prospectus and/or in the public reports of Fulton and Blue Foundry filed with the SEC (as described in the section entitled “Where You Can Find More Information” beginning on page 106) may supplement, update or modify the factual disclosures about Fulton or Blue Foundry contained in the merger agreement. The merger agreement contains representations and warranties by Fulton, on the one hand, and representations and warranties by Blue Foundry, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by Fulton and Blue Foundry were qualified and subject to important limitations agreed to by Fulton and Blue Foundry in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and some were qualified by the matters contained in the confidential disclosure schedules that Fulton and Blue Foundry each delivered in connection with the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Fulton and Blue Foundry at the time they were made or otherwise and should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus.

Structure of the Merger

Each of Fulton’s and Blue Foundry’s respective boards of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Blue Foundry will merge with and into Fulton, with Fulton continuing as the surviving corporation in the merger. Following the merger, Blue Foundry Bank, a wholly owned subsidiary of Blue Foundry, will be merged with and into Fulton Bank, a wholly owned subsidiary of Fulton, with Fulton Bank continuing as the surviving bank in the bank merger.

Fulton may, at any time prior to the effective time, change the method or structure of effecting the combination of Fulton and Blue Foundry contemplated by the merger agreement and Blue Foundry agrees to enter into such amendments to the merger agreement as Fulton may reasonably request to give effect to such restructuring, except that no such change or amendment may (i) alter or change the amount or kind of the merger consideration provided for in the merger agreement, (ii) adversely affect the tax treatment of the merger with respect to any party or its shareholders or stockholders as applicable or (iii) impede or materially delay the consummation of the transactions contemplated by the merger agreement or the receipt of the requisite regulatory approvals.

 

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Merger Consideration

Subject to the terms and conditions of the merger agreement, at the effective time, each share of Blue Foundry common stock issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive the merger consideration. If, prior to the effective time, the outstanding shares of Fulton common stock or Blue Foundry common stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or distribution, an appropriate and proportionate adjustment will be made to the exchange ratio to give holders of Blue Foundry common stock and Fulton the same economic effect as contemplated by the merger agreement prior to the such event.

Treatment of Fractional Shares

No fractional shares of Fulton common stock will be issued upon the surrender for exchange of certificates representing shares of Blue Foundry common stock or book-entry shares of Blue Foundry common stock, no dividend or distribution with respect to Fulton common stock will be payable on or with respect to any fractional share, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Fulton. In lieu of the issuance of any such fractional share, Fulton will pay to each Blue Foundry stockholder who otherwise would be entitled to receive such fractional share an amount in cash rounded to the nearest cent. This cash amount will be determined by multiplying (i) the average of the closing price per share of Fulton common stock on Nasdaq as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day that is the fifth (5th) business day preceding the closing date by (ii) the fraction of a share (after taking into account all shares of Blue Foundry common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Fulton common stock which such holder would otherwise be entitled to receive pursuant to the merger agreement.

Treatment of Blue Foundry Equity Awards

Blue Foundry Options

At the effective time, each Blue Foundry option granted under Blue Foundry’s equity compensation plan that is outstanding immediately prior to the effective time will fully vest (to the extent unvested) and be cancelled and converted into the right to receive from Fulton a cash payment equal to the product of (i) the number of shares of Blue Foundry common stock subject to such Blue Foundry option as of immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the cashout price of such Blue Foundry option, over (b) the exercise price per share of Blue Foundry common stock subject to such Blue Foundry option immediately prior to the effective time. If the per share exercise price of a Blue Foundry option that is outstanding immediately prior to the effective time is equal to or greater than the cashout price of such Blue Foundry option, then such Blue Foundry option will be cancelled at the effective time for no consideration. The cashout price for the Blue Foundry stock options is the exchange ratio (0.650 shares of Fulton common stock per share of Blue Foundry common stock) multiplied by the average of the closing prices of Fulton common stock on Nasdaq as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day that is the fifth (5th) business day preceding the closing date.

Blue Foundry Restricted Stock Awards

At the effective time, each Blue Foundry restricted stock award granted under Blue Foundry’s equity compensation plan that is outstanding immediately prior to the effective time will fully vest and will be converted into, and will be cancelled in exchange for, the right to receive the merger consideration.

 

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Closing and Effective Time

The merger will become effective at such time as designated in the statement of merger to be filed with the Bureau of Corporations and Charitable Organizations of the Pennsylvania Department of State (the “Pennsylvania Bureau”) in accordance with the relevant provisions of the Pennsylvania Business Corporation Law (“PBCL”) (the “statement of merger”) and the certificate of merger to be filed with the Secretary of State of the State of Delaware, or if no time is designated, at the time the statement of merger is accepted for filing by the Pennsylvania Bureau. The closing will take place by electronic exchange of documents no later than five (5) business days after the last to be satisfied or waived of the conditions to closing set forth in the merger agreement is satisfied or waived (other than those conditions that by their nature can only be satisfied at the closing, but subject to the satisfaction or waiver thereof).

Exchange of Shares

Exchange Procedures

As promptly as practicable after the effective time, but in any event within five (5) business days thereafter, Fulton will cause the exchange agent to mail to each holder of record of certificates (which, for purposes of this proxy statement/prospectus, will be deemed to include certificates or book-entry account statements) representing shares of Blue Foundry common stock immediately prior to the effective time a letter of transmittal and instructions for use in effecting the surrender of such certificate(s) in exchange for the merger consideration, as well as any dividends or distributions to be paid as described in “— Dividends and Distributions” below.

If a certificate for Blue Foundry common stock has been lost, stolen or destroyed, the exchange agent will issue the merger consideration upon (i) the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and (ii) if required by Fulton or the exchange agent, the posting of a bond in such amount and on such terms as Fulton or the exchange agent may determine is reasonably necessary (which amount must be consistent with Fulton’s or the exchange agent’s customary procedure) as indemnity against any claim that may be made against it with respect to such certificate.

After the effective time, there will be no further transfers on the stock transfer books of Blue Foundry of the shares of Blue Foundry common stock that were issued and outstanding immediately prior to the effective time.

Withholding

Fulton and the exchange agent will be entitled to deduct and withhold from any consideration payable pursuant to the merger agreement such amounts as is required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld by Fulton or the exchange agent, as the case may be, and paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the holder in respect of which the deduction or withholding was made by Fulton or the exchange agent, as the case may be.

Dividends and Distributions

No dividends or other distributions declared with respect to Fulton common stock will be paid to the holder of any unsurrendered certificate representing shares of Blue Foundry common stock until the holder surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of Fulton common stock that the shares of Blue Foundry common stock represented by such certificate have been converted into the right to receive under the merger agreement.

 

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Representations and Warranties

The merger agreement contains representations and warranties made by each of Fulton and Blue Foundry relating to a number of matters. With respect to Blue Foundry, these representations and warranties address the following matters, among others:

 

•

corporate matters, including due organization and qualification and subsidiaries;

 

•

capitalization;

 

•

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

 

•

required governmental and other regulatory filings and consents and approvals in connection with the merger;

 

•

reports to regulatory agencies;

 

•

SEC reports;

 

•

financial statements, internal controls, and books and records;

 

•

broker’s fees payable in connection with the merger and fairness opinion;

 

•

absence of certain changes or events;

 

•

legal proceedings;

 

•

tax matters;

 

•

employee and employee benefit plan matters;

 

•

compliance with applicable laws;

 

•

certain material contracts;

 

•

agreements with regulatory agencies;

 

•

risk management instruments;

 

•

environmental matters;

 

•

investment securities and commodities;

 

•

real property and personal property;

 

•

intellectual property and information security;

 

•

related party transactions;

 

•

inapplicability of takeover statutes;

 

•

absence of action or circumstance that would prevent the merger from qualifying as a “reorganization” under Section 368(a) of the Code;

 

•

loan portfolio matters;

 

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insurance matters;

 

•

labor matters;

 

•

broker-dealer, investment advisory and digital currency matters;

 

•

ESOP matters; and

 

•

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents.

 

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Fulton’s representations and warranties address the following matters, among others:

 

•

corporate matters, including due organization and qualification and subsidiaries;

 

•

capitalization;

 

•

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

 

•

required governmental and other regulatory filings and consents and approvals in connection with the merger;

 

•

reports to regulatory agencies;

 

•

financial statements, internal controls, and books and records;

 

•

broker’s fees payable in connection with the merger;

 

•

absence of certain changes or events;

 

•

legal proceedings;

 

•

SEC reports;

 

•

certain material contracts;

 

•

agreements with regulatory agencies;

 

•

inapplicability of takeover statutes;

 

•

absence of action or circumstance that would prevent the merger from qualifying as a “reorganization” under Section 368(a) of the Code; and

 

•

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents.

The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by Fulton and Blue Foundry, respectively, and (ii) qualified by the reports of Fulton and Blue Foundry, respectively, filed with the SEC during the period from January 1, 2022 through the time prior to the execution and delivery of the merger agreement (excluding, in each case, any risk factor disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer).

In addition, certain representations and warranties of Fulton and Blue Foundry are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect” means, with respect to any of Fulton, Blue Foundry, or the surviving entity, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would have a material adverse effect on (i) the business, assets, liabilities, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole or (ii) the ability of such party to timely consummate the transactions contemplated by the merger agreement.

However, with respect to clause (i), a material adverse effect will not be deemed to include the impact of:

 

•

changes after the date of the merger agreement in GAAP or applicable regulatory accounting requirements;

 

•

changes after the date of the merger agreement in laws, rules, or regulations of general applicability to companies of similar size in the banking industry in which such party and its subsidiaries operate;

 

•

changes after the date of the merger agreement in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or economic or market conditions (including equity, credit and debt markets, as well as changes in interest rates) affecting the financial services industry generally and not specifically relating to such party or its subsidiaries;

 

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•

changes after the date of the merger agreement, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event;

 

•

changes relating to or arising out of the public disclosure of the merger agreement or of the transactions contemplated thereby (except that this exception does not apply to a breach of any representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated by the merger agreement);

 

•

a decline in the trading price of a party’s common stock or a failure, in and of itself, to meet earnings projections or internal financial forecasts, but not, in either case, including any underlying causes thereof (unless such underlying cause is otherwise excepted from the definition of material adverse effect); or

 

•

actions taken with the prior written consent of the other party or expressly required by the merger agreement or in contemplation of the transactions contemplated by the merger agreement;

except that effects attributable to or resulting from any of the changes described in the first four bullets above will not be excluded to the extent of any disproportionate adverse impact they have on such party and its subsidiaries, taken as a whole, as compared to other companies of similar size in the banking industry in which such party and its subsidiaries operate.

The representations and warranties in the merger agreement do not survive the effective time.

Covenants and Agreements

Conduct of Blue Foundry’s Business Prior to the Effective Time

Prior to the effective time (or earlier termination of the merger agreement), except as expressly contemplated or permitted by the merger agreement (including as set forth in the confidential disclosure schedules), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), Blue Foundry will, and will cause its subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees, franchises, rights, authorizations issued by governmental authorities and relationships with customers, regulators and other persons with whom they have advantageous business relationships, and (c) take no action (i) that is intended to or would reasonably be expected to adversely affect or delay the ability of Fulton or Blue Foundry to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or to perform Blue Foundry’s covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement or (ii) that is reasonably expected to result in any of the conditions to the merger set forth in the merger agreement not being or becoming not being capable of being satisfied.

Additionally, prior to the effective time (or the earlier termination of the merger agreement), subject to specified exceptions, Blue Foundry will not, and will not permit any of its subsidiaries to, without the prior written consent of Fulton (such consent not to be unreasonably withheld, conditioned or delayed), take any of the following actions:

 

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other than (i) federal funds borrowings and Federal Home Loan Bank borrowings in each case with a maturity not in excess of six (6) months not to exceed $50,000,000 in the aggregate and (ii) deposits, in the case of each of (i) and (ii), in the ordinary course of business consistent with past practice, incur any indebtedness or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, corporation or other entity;

 

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adjust, split, combine or reclassify any shares of capital stock of Blue Foundry or its subsidiaries, or amend any term or alter any rights of any outstanding shares of capital stock of Blue Foundry or its subsidiaries;

 

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make, declare or pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, or register under the Securities Act any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into, or exercisable for, any shares of capital stock or other equity or voting securities of Blue Foundry or its subsidiaries (except (i) cash dividends paid by any of its subsidiaries to Blue Foundry or any of its wholly owned subsidiaries and (ii) the acceptance of shares of Blue Foundry common stock as payment for the exercise price of Blue Foundry options or for withholding taxes incurred in connection with the exercise of Blue Foundry options or the vesting or settlement of Blue Foundry equity awards outstanding as of the date of the merger agreement, in each case, in accordance with past practice and the terms of the applicable award agreements as in effect on the date of the merger agreement);

 

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grant any Blue Foundry equity awards or any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, restricted shares or other equity or equity-based awards or interests, or grant any person, corporation or other entity any right to acquire any shares of capital stock of Blue Foundry or its subsidiaries;

 

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issue, sell, transfer, dispose of, mortgage, encumber or otherwise permit to become outstanding any shares of capital stock, voting securities or equity interests, or securities convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into, or exercisable for, any shares of capital stock or other equity or voting securities of Blue Foundry or its subsidiaries, or any options, warrants or other rights of any kind to acquire any shares of capital stock or other equity or voting securities of Blue Foundry or its subsidiaries, except pursuant to the exercise, vesting or settlement of Blue Foundry equity awards outstanding as of the date of the merger agreement in accordance with their terms as in effect immediately prior to the date of the merger agreement;

 

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sell, transfer, mortgage, encumber, lease, or otherwise dispose of any of its properties or assets (other than Blue Foundry intellectual property addressed in the bullet point directly below) to any person other than a wholly owned subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business consistent with past practice;

 

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sell, assign, license, transfer or otherwise dispose of, cancel, abandon or allow to lapse or expire any Blue Foundry intellectual property, except for (i) non-exclusive licenses granted in the ordinary course of business or (ii) cancellations, abandonments, lapses or expirations of Blue Foundry registered intellectual property at the end of the applicable statutory term;

 

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except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business consistent with past practice, (i) acquire any other person or business or any material assets, deposits or properties of any other person or (ii) make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other person, corporation or other entity;

 

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terminate, amend or waive any provision of any material contract, other than normal renewals of contracts in the ordinary course of business consistent with past practice without material changes of terms, or enter into any contract that would constitute a material contract if it were in effect on the date of the merger agreement;

 

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except as required under applicable law or the terms of any Blue Foundry employee benefit plan as in effect immediately prior to the date of the merger agreement or required by the terms of the merger agreement, (i) enter into, adopt, amend or terminate any Blue Foundry employee benefit plan or other program, policy, practice, plan, agreement or arrangement that would be a Blue Foundry employee

 

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benefit plan if in effect on the date of the merger agreement, (ii) increase the compensation or benefits payable to any current, future or former employee, officer, director, consultant or individual independent contractor, except for base salary increases made in the ordinary course of business consistent with past practice for employees whose annual compensation does not exceed $200,000 (provided, that such increases do not exceed three percent (3%) for any single employee and do not exceed in the aggregate three percent (3%) of the aggregate base salaries as of the date of the merger agreement of all Blue Foundry employees whose annual compensation does not exceed $200,000; provided, further, that any such increases (including timing thereof) are in the ordinary course of business), (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, (iv) grant or accelerate the vesting of any equity or equity-based awards, (v) fund any rabbi trust or similar arrangement, (v) grant any rights with respect to severance, change in control, retention, or similar compensation, (vi) terminate the employment or services of, or provide a notice of termination to, any officer, employee, consultant or individual independent contractor whose annual compensation is greater than $100,000, other than for cause or (vii) hire, engage, offer to hire or offer to engage, any officer, employee, consultant or individual independent contractor whose annual compensation would be greater than $100,000, except, following consultation with Fulton, to fill vacancies that may arise in the ordinary course of business;

 

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settle any claim, suit, action or proceeding, except in the ordinary course of business involving solely monetary remedies in an amount and for consideration not in excess of $50,000 individually or $150,000 in the aggregate and which would not impose any material restriction on, or create any adverse precedent that would be material to, the business of Blue Foundry or its subsidiaries or Fulton as the surviving entity;

 

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amend the Blue Foundry articles, the Blue Foundry bylaws or comparable governing documents of its subsidiaries;

 

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merge or consolidate Blue Foundry or any of its subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve Blue Foundry or any of its subsidiaries;

 

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materially restructure or materially change its investment portfolio, investment securities portfolio or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported or purchase any security rated below investment grade;

 

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implement or adopt any change in its accounting principles, practices or methods, other than as may be required by law or GAAP or applicable accounting requirements of any governmental entity, in each case, including changes in the interpretation or enforcement thereof;

 

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(i) enter into any new line of business or change in any material respect, or implement any new, lending, investment, underwriting, hedging practices, programs or policies, risk, asset liability management, interest rate, fee pricing, operating, securitization, servicing or other banking policies or programs, except as required by applicable law, regulation or policies imposed by any governmental entity, or (ii) make or acquire any loans or extensions of credit (A) outside of the ordinary course of business consistent with past practice and Blue Foundry’s lending policies and procedures in effect as of the date of the merger agreement, (B) in excess of $5,000,000 in loan exposure per transaction, unless in the case of this clause Fulton does not respond to a request for consent pursuant to the terms of merger agreement within three (3) business days of having received such request together with the relevant loan package, or (C) that exceed Blue Foundry’s internal lending limits such that the loan or extension of credit would require approval by the Blue Foundry board of directors or any applicable committee thereof, unless in the case of this clause (C) Blue Foundry has notified and provided the relevant loan package to Fulton (through Fulton’s Chief Credit Officer or such other representative as may be designated by Fulton) and thereafter has consulted with Fulton for at least two (2) business days after the relevant loan package is provided to Fulton;

 

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make, or commit to make, any capital expenditures that exceed $100,000 individually or $250,000 in the aggregate;

 

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except as required by applicable law, make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any tax accounting method, enter into any closing agreement with respect to taxes, settle any tax claim, audit, assessment or dispute, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment, fail to timely file any tax return (taking into account timely requested extensions) or fail to timely pay any tax due and payable;

 

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make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office, or other significant office or operations facility;

 

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materially reduce the amount of its insurance coverage;

 

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amend in a manner that adversely impacts in any material respect the ability to conduct its business, terminate, or allow to lapse, any material permits;

 

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enter into any securitizations of any Blue Foundry loans or create any special purpose funding or variable interest entity other than on behalf of clients;

 

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take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

 

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agree to take, make any commitment to take, or adopt any resolutions of the Blue Foundry board of directors or similar governing body authorizing any of the foregoing.

Conduct of Fulton’s Business Prior to the Effective Time

Prior to the effective time (or the earlier termination of the merger agreement), subject to specified exceptions, Fulton will not, and will not permit any of its subsidiaries to, without the prior written consent of Blue Foundry (such consent not to be unreasonably withheld, conditioned or delayed):

 

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amend the Fulton articles or the Fulton bylaws in a manner that would adversely affect the holders of Blue Foundry common stock, disproportionately relative to other holders of Fulton common stock;

 

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adjust, split, combine or reclassify any capital stock of Fulton or amend the Fulton articles or Fulton bylaws in a manner that would materially and adversely change the rights, terms and preferences of Fulton common stock;

 

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take any action where such action or failure to act could reasonably be expected to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

 

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agree to take, make any commitment to take or adopt any resolutions of the Fulton board of directors or similar governing body authorizing any of the foregoing.

Regulatory Matters

Fulton and Blue Foundry have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or governmental entities.

Each of Fulton and Blue Foundry has agreed to use its commercially reasonable efforts to resolve any objections that may be asserted by any governmental entity with respect to the merger agreement or the transactions contemplated thereby. Notwithstanding the foregoing, Fulton, Blue Foundry and their respective subsidiaries are not required, and Blue Foundry and its subsidiaries are not permitted (without Fulton’s prior

 

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written consent), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a materially burdensome regulatory condition.

Fulton and Blue Foundry have also agreed to, upon request, promptly furnish each other with all information concerning themselves, their subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with this proxy statement/prospectus, the registration statement of which this proxy statement/prospectus is a part or any other statement, filing, notice or application made by or on behalf of Fulton, Blue Foundry or any of their respective subsidiaries to any governmental entity in connection with the merger, the bank merger and the other transactions contemplated by the merger agreement.

Fulton and Blue Foundry have agreed to promptly advise each other upon receiving any communications from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by the merger agreement that causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained, or will be obtained subject to a materially burdensome regulatory condition, or that the receipt of any such approval will be materially delayed.

ESOP Matters

Blue Foundry has agreed to appoint an independent fiduciary at Fulton’s expense to serve as the trustee of the ESOP Trust or to have authority to direct the trustee of the ESOP. The independent fiduciary will have discretion to consider the transactions contemplated by the merger agreement, manage the ESOP participant rights to direct the independent fiduciary as to the voting of the ESOP shares as required by Section 409(e) of the Code, and have discretion to vote of shares held in the ESOP that are not allocated to participant accounts and the allocated shares for which no voting instructions have been received. The independent fiduciary will timely notify ESOP participants of the Blue Foundry stockholder vote and will provide participants with an opportunity to direct the independent fiduciary with respect to voting shares allocated to each respective participant’s account concerning approval of the transactions contemplated by the merger agreement. Such notice will include information sufficient to enable participants to make informed decisions concerning the exercise of their voting rights under the ESOP with respect to the stockholder vote described in this proxy statement/prospectus.

Prior to the effective time, but after the receipt of the requisite Blue Foundry stockholder approval and the requisite regulatory approvals and, subject to the occurrence of the closing, Blue Foundry will terminate the ESOP prior to the closing date.

Employee Matters

The merger agreement provides that during the relevant period, Fulton will, or Fulton will cause its subsidiaries to, provide each employee who is actively employed by Blue Foundry or any of its subsidiaries on the closing date of the merger (each, a “continuing employee”) with: (i) base salary or hourly wages, as applicable, no less favorable than the base salary or hourly wages provided to such continuing employee immediately prior to the effective time; (ii) an annual cash bonus opportunity amount as a percentage of base salary that is no less than the annual cash bonus opportunity amount as a percentage of base salary in effect for such continuing employee immediately prior to the effective time; and (iii) employee benefits (excluding certain benefits) which, in the aggregate, are substantially comparable to the employee benefits (excluding certain benefits) provided by Fulton to similarly situated employees of Fulton.

Pursuant to the merger agreement, the “relevant period” means the earlier of (a) the date on which the applicable continuing employee’s employment with Fulton or any of its subsidiaries terminates for any reason (regardless of whether such termination is initiated by such continuing employee or by Fulton or any of its respective subsidiaries), (b) with respect to clauses (i) and (iii) of the preceding sentence above, the date that is

 

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one (1) year after the effective time and (c) with respect to clause (ii) of the preceding sentence above, the period beginning at the effective time and ending on December 31, 2026.

Fulton has also agreed to use commercially reasonable efforts to (i) recognize the service of continuing employees with Blue Foundry for certain purposes under Fulton’s employee benefit plans, (ii) waive pre-existing condition limitations and eligibility waiting periods for continuing employees and their covered dependents under certain of Fulton’s employee benefit plans to the extent such limitation or waiting period would have been waived or satisfied under the corresponding Blue Foundry employee benefit plan with respect to such person and (iii) cause certain of Fulton’s employee benefit plans to recognize certain expenses incurred by continuing employees and their covered dependents under Blue Foundry’s employee benefit plans.

In addition, beginning at, and during the six (6) month period immediately following, the effective time, employees of Blue Foundry and its subsidiaries that are involuntarily terminated by Fulton, Blue Foundry or any of their respective subsidiaries on the closing date and continuing employees involuntarily terminated within six (6) months after the closing date, will be covered by Fulton’s general severance policy during such period, with the benefits provided thereunder to be determined taking into account the service crediting provisions described above and all service with Fulton or a subsidiary thereof from and after the effective time.

Director and Officer Indemnification and Insurance

To the fullest extent permitted by applicable law, Fulton will indemnify and hold harmless, to the extent such persons are indemnified as of the date of the merger agreement by Blue Foundry pursuant to the Blue Foundry articles or the Blue Foundry bylaws, and, subject to the indemnified party providing an undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification, will advance expenses as incurred (to the extent provided under the Blue Foundry articles and Blue Foundry bylaws as in effect as of the date of the merger agreement) to each present and former director and officer of Blue Foundry and its subsidiaries (in each case, when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time, arising out of the fact that such person is or was a director or officer of Blue Foundry or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the effective time, including the transactions contemplated by the merger agreement.

The merger agreement requires Fulton to cause to be maintained for a period of six (6) years after the effective time, directors’ and officers’ liability insurance policies (or substitute policies with substantially comparable insurer of at least the same coverage and amounts with terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the effective time (including the transactions contemplated by the merger agreement). However, Fulton is not required to spend annually an amount in excess of two-hundred fifty percent (250%) of the current annual premium paid as of the date of the merger agreement by Fulton for any such insurance (the “premium cap”), and if such premiums for such insurance would at any time exceed the premium cap, then Fulton will obtain and cause to be maintained policies of insurance that provide, in its good faith determination, the maximum coverage available at an annual premium not exceeding the premium cap. In lieu of the foregoing, Fulton or Blue Foundry, in consultation with, but only upon the consent of, Fulton (which consent may not be unreasonably withheld, conditioned or delayed), may (and at the request of Fulton, Blue Foundry will) obtain at or prior to the effective time a six (6)-year “tail” policy providing equivalent coverage to that described in the two (2) preceding sentences if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the premium cap.

Blue Foundry Stockholders’ Meeting; Adverse Recommendation Change

Blue Foundry has agreed to call a meeting of its stockholders for the purpose of voting upon the approval of the merger agreement, to be held as soon as reasonably practicable after the effectiveness of the registration

 

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statement of which this proxy statement/prospectus is a part, but in no event later than forty-five (45) days after such effectiveness.

Blue Foundry and the Blue Foundry board of directors have agreed to use their reasonable best efforts to obtain from the Blue Foundry stockholders, the requisite Blue Foundry stockholder approval, including by communicating to the Blue Foundry stockholders its recommendation (and including such recommendation in this proxy statement/prospectus) that the Blue Foundry stockholders approve and adopt the merger agreement and the transactions contemplated thereby (the “Blue Foundry board recommendation”). Subject to the exception described below, Blue Foundry and the Blue Foundry board of directors will not (i) withhold, withdraw, modify or qualify in a manner adverse to Fulton, the Blue Foundry board recommendation in this proxy statement/prospectus, (ii) fail to make the Blue Foundry board recommendation, (iii) adopt, approve, recommend or endorse an acquisition proposal (as defined in the section entitled “The Merger Agreement — Agreement Not to Solicit Other Offers” below) or publicly announce an intention to adopt, approve, recommend or endorse an acquisition proposal, (iv) fail to publicly, finally and without qualification (a) recommend against any acquisition proposal or (b) reaffirm the Blue Foundry board recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Blue Foundry special meeting) after an acquisition proposal is made public or any request by Fulton to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “recommendation change”).

Prior to the receipt of the requisite Blue Foundry stockholder approval, the Blue Foundry board of directors may make a recommendation change if and only if (i) Blue Foundry and its subsidiaries and representatives have complied with the obligations relating to non-solicitation of acquisition proposals or its obligations related to stockholder approval and the Blue Foundry board recommendation, (ii) an unsolicited bona fide written acquisition proposal is made (and not withdrawn) to Blue Foundry after the date of the merger, (iii) the Blue Foundry board of directors has concluded in good faith (after consultation with its outside legal counsel and financial advisors) that such acquisition proposal constitutes a superior proposal (as defined in the section entitled “The Merger Agreement — Agreement Not to Solicit Other Offers” below), (iv) the Blue Foundry board of directors has concluded in good faith (after consultation with its outside legal counsel) that failure to make a recommendation change would be more likely than not to result in a violation of the directors’ fiduciary duties under applicable law, (v) prior to effecting the recommendation change, three (3) business days have elapsed since Blue Foundry has given written notice to Fulton advising Fulton that Blue Foundry intends to take such action and specifying in reasonable detail the reasons therefor, including the terms and conditions of, and the identity of the person making, any such acquisition proposal, (vi) during such three (3) business day period, Blue Foundry has considered, and engaged in good-faith discussions with Fulton regarding, any adjustment or modification of the terms of the merger agreement proposed by Fulton and (vii) the Blue Foundry board of directors, following such three (3) business day period, again reasonably determines in good faith (after consultation with its outside legal counsel and financial advisors, and taking into account any adjustment or modification of the terms of the merger agreement proposed by Fulton and delivered to Blue Foundry in writing) that such acquisition proposal nonetheless continues to constitute a superior proposal, and that failure to make a recommendation change would be more likely than not to result in a violation of the directors’ fiduciary duties under applicable law. Any material amendment to any acquisition proposal will require a new notice period.

Blue Foundry has agreed that it will adjourn or postpone the Blue Foundry special meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Blue Foundry common stock represented (either in attendance or by proxy) to constitute a quorum necessary to conduct the business of the Blue Foundry special meeting, or if on the date of the Blue Foundry special meeting, Blue Foundry has not received proxies representing a sufficient number of shares of Blue Foundry common stock necessary to obtain the requisite Blue Foundry stockholder approval, except that no such adjournment or postponement will delay the Blue Foundry special meeting by more than ten (10) days from the prior-scheduled date or to a date on or after the fifth (5th) business day preceding the termination date. Except as described in the preceding sentence, Blue Foundry will not adjourn or postpone the Blue Foundry special meeting without Fulton’s written consent, which will not be unreasonably withheld, conditioned or delayed.

 

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Unless the merger agreement has been terminated in accordance with its terms, (i) Blue Foundry is required to convene a meeting of its stockholders, and to submit the Blue Foundry merger proposal to a vote of its stockholders and (ii) Blue Foundry must not submit any acquisition proposal or any transaction contemplated thereby to a vote of the Blue Foundry stockholders.

Agreement Not to Solicit Other Offers

Blue Foundry has agreed that it will, and will cause its representatives to, immediately cease, and cause to be terminated, any activities, discussions or negotiations conducted before the date of the merger agreement with any person other than Fulton with respect to any acquisition proposal and will request the return or destruction of any information provided to any such person in connection therewith.

Subject to specified exceptions summarized below, Blue Foundry has agreed that it will not, and will cause each of its subsidiaries and use its and their respective officers, directors, employees, agents, advisors, financing sources, investment bankers, attorneys and other representatives (“representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any acquisition proposal, (ii) engage or participate in any negotiations with any person concerning any acquisition proposal, (iii) disclose or provide any confidential or nonpublic information to, have or participate in any discussions with, or otherwise cooperate in any way with, any person relating to any acquisition proposal (except to notify a person that has made or, to the knowledge of Blue Foundry, is making any inquiries with respect to, or is considering making, an acquisition proposal, of the existence of the provisions of the merger agreement summarized in this section) or (iv) unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with the merger agreement) in connection with or relating to any acquisition proposal.

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an “acquisition proposal” means, with respect to Blue Foundry, other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty percent (20%) or more of the consolidated assets of Blue Foundry and its subsidiaries or twenty percent (20%) or more of any class of equity or voting securities of Blue Foundry or its subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated assets of Blue Foundry, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning twenty percent (20%) or more of any class of equity or voting securities of Blue Foundry or its subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated assets of Blue Foundry, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Blue Foundry or its subsidiaries; and

 

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a “superior proposal” means an unsolicited, bona fide written acquisition proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination or acquisition transaction, all or substantially all of the consolidated assets of Blue Foundry and its subsidiaries or all of the outstanding shares of Blue Foundry common stock, and which the Blue Foundry board of directors has in good faith determined (after consultation with its outside legal counsel and financial advisors, and taking into account the terms and conditions of such acquisition proposal and the merger agreement (as it may be proposed to be amended by Fulton) and all legal, financial, timing, regulatory and other aspects of such acquisition proposal and the person making the proposal), to be more favorable, from a financial point of view, to Blue Foundry’s stockholders than the merger and the transactions contemplated by the merger agreement (as it may be proposed to be amended by Fulton) and to be reasonably likely to be consummated on a timely basis on the terms proposed.

 

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However, in the event that after the date of the merger agreement and prior to the receipt of the requisite Blue Foundry stockholder approval, Blue Foundry receives an unsolicited bona fide written acquisition proposal, Blue Foundry may, and may permit its subsidiaries and its subsidiaries’ representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in negotiations or discussions with the person making the acquisition proposal if and only if the Blue Foundry board of directors determines in good faith (after consultation with its outside legal counsel and its financial advisors) that such acquisition proposal constitutes or is reasonably likely to result in a superior proposal and that the failure to take such actions would be more likely than not to result in a violation of the directors’ fiduciary duties under applicable law, except that, prior to furnishing any such confidential or nonpublic information, or participating in such negotiations, Blue Foundry must provide Fulton with at least three (3) business days’ prior written notice and Blue Foundry must have entered into a confidentiality agreement with the person making such acquisition proposal on terms no less favorable to it than the confidentiality agreement, dated August 19, 2025, between Fulton and Blue Foundry, and which confidentiality agreement must not provide such person with any exclusive right to negotiate with Blue Foundry. Blue Foundry will provide Fulton with a copy of any confidential or nonpublic information provided to any person pursuant to the prior sentence prior to or simultaneously with furnishing such information to such person (to the extent not previously provided).

Blue Foundry has also agreed to (i) promptly (and, in any event, within 24 hours) advise Fulton following receipt of any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or acquisition proposal), will provide Fulton an unredacted copy of any such acquisition proposal and any draft agreements, proposals or other materials received in connection with such inquiry or acquisition proposal, and will keep Fulton apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or acquisition proposal (including providing an unredacted copy of such amended or revised acquisition proposal and an further or revised draft agreements, proposals or other materials or correspondence received in connection with such inquiry or acquisition proposal) and (ii) will enforce any existing confidentiality agreements to which it or any of its subsidiaries is a party in accordance with the terms thereof and will not release any third party from, or waive any provisions of, any such agreements.

Conditions to Complete the Merger

As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or waived. These conditions include:

 

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approval of the merger agreement by the stockholders of Blue Foundry by the requisite Blue Foundry stockholder vote;

 

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the filing by Fulton with Nasdaq of a notification of listing of shares of Fulton common stock to be issued in the merger, and the absence of any objection by Nasdaq to the listing of such shares of Fulton common stock;

 

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the receipt of all requisite regulatory approvals, and the expiration or termination of all statutory waiting periods in respect thereof, in each case without the imposition of any materially burdensome regulatory condition;

 

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the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and the absence of any stop order suspending the effectiveness of such registration statement or proceedings for such purpose initiated or threatened by the SEC;

 

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the absence of any law, statute, rule, regulation, order, injunction, judgment or decree issued, enacted, promulgated, enforced or entered by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition, in each case whether temporary, preliminary or permanent (each, a “restraint”), preventing, restraining, enjoining, making illegal or otherwise prohibiting the

 

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consummation of the merger, the bank merger or any of the transactions contemplated by the merger agreement being in effect;

 

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the accuracy of the representations and warranties of each party contained in the merger agreement, generally as of the date on which the merger agreement was entered into and as of the closing date, subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate signed on behalf of the other party by its chief executive officer or its chief financial officer to the foregoing effect);

 

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the performance in all material respects by each party of all obligations required to be performed by it under the merger agreement at or prior to the effective time (and the receipt by each party of a certificate signed on behalf of the other party by its chief executive officer or its chief financial officer to the foregoing effect); and

 

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receipt by each party of an opinion of its legal counsel, in form and substance reasonably satisfactory to such party, dated as of the closing date of the merger, to the effect that, on the basis of facts, representations and assumptions described or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Fulton’s obligation to complete the merger is also subject to the absence of any effect, change, event, circumstance, condition, occurrence or development that has had, or would have, either individually or in the aggregate, a material adverse effect on Blue Foundry since the date of the merger agreement.

Neither Fulton nor Blue Foundry can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The merger agreement can be terminated before the effective time in the following circumstances:

 

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by mutual written consent of Fulton and Blue Foundry;

 

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by either Fulton or Blue Foundry if (i) any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger or any of the other transactions contemplated by the merger agreement and such denial has become final and nonappealable or (ii) any governmental entity of competent jurisdiction has issued a final nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger or any of the other transactions contemplated by the merger agreement;

 

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by either Fulton or Blue Foundry if the merger is not consummated on or before the termination date (unless the failure of the closing to occur by such date is due to the failure of the terminating party’s failure to perform or comply with its obligations, covenants and agreements in the merger agreement);

 

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by either Fulton or Blue Foundry, if there is a breach by the other party of any of its representations, warranties, obligations, covenants, or other agreements (or if any such representation or warranty ceases to be true) set forth in the merger agreement that would constitute, either individually or in the aggregate, the failure of any applicable closing condition of the terminating party and that is not cured within thirty (30) days following written notice (or such fewer days as remain prior to the termination date), or that by its nature or timing cannot be cured during such period;

 

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by Fulton, if the Blue Foundry special meeting has concluded (including any postponements or adjournments thereof) with the vote on the merger agreement having been taken without obtaining the requisite Blue Foundry stockholder approval;

 

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by Fulton, prior to receipt of the requisite Blue Foundry stockholder approval, if (i) Blue Foundry or the Blue Foundry board of directors has made a recommendation change or (ii) Blue Foundry or the

 

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Blue Foundry board of directors breaches in any material respect its obligations with respect to non-solicitation of acquisition proposals, the Blue Foundry special meeting or the Blue Foundry board recommendation; and

 

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by Blue Foundry, if (i) Blue Foundry has complied in all material respects with its obligations with respect to non-solicitation of acquisition proposals, the Blue Foundry special meeting and the Blue Foundry board recommendation, (ii) prior to the Blue Foundry special meeting, Blue Foundry has received a superior proposal that did not result from a breach of Blue Foundry’s obligations with respect to non-solicitation of acquisition proposals, the Blue Foundry special meeting and the Blue Foundry board recommendation and the Blue Foundry board of directors has determined to enter into a definitive agreement providing for such superior proposal upon termination of the merger agreement and has entered into such agreement concurrently with such termination and (iii) Blue Foundry has paid the termination fee described below concurrently with the termination of the merger agreement.

Neither Fulton nor Blue Foundry is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of Fulton common stock or Blue Foundry common stock.

Effect of Termination

In the event of termination of the merger agreement by Fulton or Blue Foundry as provided under the section entitled “— Termination of the Merger Agreement” above, the merger agreement will become void and have no effect, and none of Fulton, Blue Foundry, any of their respective subsidiaries or any of the officers or directors of any of them will have any liability of any nature whatsoever under the merger agreement, or in connection with the transactions contemplated by the merger agreement, except that (i) designated provisions of the merger agreement will survive the termination, including those relating to the confidential treatment of information, public announcements, the effect of termination, including the termination fee described below, and certain general provisions, and (ii) none of Fulton or Blue Foundry will be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of the merger agreement.

Termination Fee

Blue Foundry will pay Fulton a termination fee equal to $9,694,662 (the “termination fee”) if the merger agreement is terminated in the following circumstances:

 

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In the event that after the date of the merger agreement and prior to the termination of the merger agreement, a bona fide acquisition proposal has been communicated to or otherwise made known to the Blue Foundry board of directors or Blue Foundry’s senior management or has been made directly to Blue Foundry stockholders generally or any person has publicly announced an acquisition proposal, in each case with respect to Blue Foundry, and (i) (a) thereafter the merger agreement is terminated by either Fulton or Blue Foundry because the merger has not been completed prior to the termination date, and Blue Foundry has not obtained the requisite Blue Foundry stockholder approval, but all other conditions to Blue Foundry’s obligation to complete the merger have been satisfied or were capable of being satisfied prior to such termination or (b) thereafter the merger agreement is terminated by Fulton as a result of (x) a willful breach of the merger agreement by Blue Foundry that would constitute the failure of an applicable closing condition or (y) the failure of the requisite Blue Foundry stockholder approval to be obtained at the Blue Foundry special meeting and (ii) prior to the date that is twelve (12) months after the date of such termination, Blue Foundry enters into a definitive agreement or consummates a transaction with respect to an acquisition proposal (whether or not the same acquisition proposal as that referred to above) then Blue Foundry will, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Fulton the termination fee (for purposes of this bullet, all references in the definition of acquisition proposal to “20%” will instead refer to “50%”).

 

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In the event that the merger agreement is terminated by Blue Foundry pursuant to the last bullet under the section entitled “— Termination of the Merger Agreement” above, then Blue Foundry will pay Fulton the termination fee within two (2) business days of the date of termination.

Expenses and Fees

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expense, whether or not the merger is consummated.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the merger agreement may be amended in writing by Fulton or Blue Foundry at any time before or after the receipt of the requisite Blue Foundry stockholder approval, except that after the receipt of the requisite Blue Foundry stockholder approval, there may not be, without further approval of Blue Foundry stockholders, any amendment of the merger agreement that requires such further approval under applicable law.

At any time prior to the effective time, each of the parties may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the presentations and warranties of the other party contained in the merger agreement, and (iii) waive compliance with any of the agreements or conditions contained in the merger agreement. Any agreement on the part of either of the parties to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware, giving effect to its principles of conflicts of laws (except that matters relating to the fiduciary duties of the Fulton board of directors will be subject to the laws of the Commonwealth of Pennsylvania).

Specific Performance

Fulton and Blue Foundry will be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions of the merger agreement (including the parties’ obligations to consummate the merger), in addition to any other remedy to which they are entitled at law or in equity.

 

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