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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-40619

BLUE FOUNDRY BANCORP

(Exact name of the registrant as specified in its charter)

Delaware

86-2831373

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

19 Park Avenue,

Rutherford,

New Jersey

07070

(Address of principal executive offices)

(Zip Code)

(201) 939-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BLFY	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 10, 2024 there were 28,522,500 shares issued and 23,708,983 shares outstanding of the Registrant’s Common Stock, par value $0.01 per share.

BLUE FOUNDRY BANCORP

FORM 10-Q

Index


		PAGE
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONSOLIDATED BALANCE SHEETS	3
	CONSOLIDATED STATEMENTS OF OPERATIONS	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	5

	CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS	7
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	39
ITEM 4.	CONTROLS AND PROCEDURES	42
PART II.	OTHER INFORMATION	42
ITEM 1.	LEGAL PROCEEDINGS	42
ITEM 1A.	RISK FACTORS	42
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES. USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES	43
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	43
ITEM 4.	MINE SAFETY DISCLOSURES	43
ITEM 5.	OTHER INFORMATION	43
ITEM 6.	EXHIBITS	44

Part I Financial Information

ITEM 1. FINANCIAL STATEMENTS

BLUE FOUNDRY BANCORP

Consolidated Balance Sheets


	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
	(In thousands)
ASSETS
Cash and cash equivalents	$	53,753	$	46,025
Securities available-for-sale, at fair value	265,191		283,766


Securities held-to-maturity, net (fair value of $28,623 at March 31, 2024 and $28,323 at December 31, 2023, and allowance for credit losses of $140 at March 31, 2024 and $158 at December 31, 2023)	33,217		33,254
FHLB stock and other investments	17,908		20,346

Loans receivable, net of allowance for credit losses of $13,749 at March 31, 2024 and $14,154 at December 31, 2023	1,540,428		1,546,576
Real estate owned, net	593		593
Interest and dividends receivable	8,001		7,595
Premises and equipment, net	31,696		32,475
Right-of-use assets	24,454		25,172

Bank owned life insurance	22,153		22,034
Other assets	30,393		27,127
Total assets	$	2,027,787	$	2,044,963
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits	$	1,291,184	$	1,244,904
Advances from the Federal Home Loan Bank	342,500		397,500
Advances by borrowers for taxes and insurance	9,368		8,929
Lease liabilities	26,081		26,777
Other liabilities	8,498		11,213
Total liabilities	1,677,631		1,689,323
Shareholders’ equity
Preferred stock, $0.01 par value, 10,000,000 authorized: none issued	—		—
Common stock $0.01 par value; 70,000,000 shares authorized; 28,522,500 shares issued at March 31, 2024 and December 31, 2023; 23,958,888 and 24,509,950 shares outstanding at March 31, 2024 and December 31, 2023, respectively	285		285
Additional paid-in capital	274,327		273,991
Retained earnings	161,501		164,340
Treasury stock, at cost: 4,563,612 and 4,012,550 shares at March 31, 2024 and December 31, 2023, respectively	(44,930)		(40,016)
Unallocated common shares held by Employee Stock Ownership Plan	(19,852)		(20,080)
Accumulated other comprehensive loss	(21,175)		(22,880)
Total shareholders’ equity	350,156		355,640
Total liabilities and shareholders’ equity	$	2,027,787	$	2,044,963

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
		2024		2023
		(Dollars in thousands)
Interest and dividend income:
Loans		$	17,192	$	15,569
Taxable investment income		3,614		3,152
Non-taxable investment income		36		111
Total interest income		20,842		18,832
Interest expense:
Deposits		8,413		4,154
Borrowed funds		3,012		2,737
Total interest expense		11,425		6,891
Net interest income		9,417		11,941
Release of provision for credit losses		(535)		(23)
Net interest income after release of credit losses		9,952		11,964
Non-interest income:
Fees and service charges		329		262

Gain on sale of loans		36		135


Other income		86		87
Total non-interest income		451		484
Non-interest expense:
Compensation and benefits		7,549		7,847

Occupancy and equipment		2,192		1,982

Data processing		1,387		1,601

Advertising		72		72
Professional services		730		980


Federal deposit insurance premiums		199		105

Other expense		1,113		1,070
Total non-interest expenses		13,242		13,657
Loss before income tax expense		(2,839)		(1,209)
Income tax expense		—		—
Net loss		$	(2,839)	$	(1,209)
Basic loss per share		$	(0.13)	$	(0.05)
Diluted loss per share		$	(0.13)	$	(0.05)
Weighted average shares outstanding - basic		22,095,260		25,374,095
Weighted average shares outstanding - diluted (1)		22,095,260		25,374,095

(1) The assumed vesting of outstanding restricted stock units had an antidilutive effect on diluted earnings per share due to the Company’s net loss for the 2024 and 2023 periods.

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended March 31,
		2024		2023
		(In thousands)
Net loss		$	(2,839)	$	(1,209)
Other comprehensive income (loss), net of tax (1):
Unrealized (loss) gain on securities available-for-sale:
Unrealized (loss) gain arising during the period		(1,109)		4,039

		(1,109)		4,039
Unrealized gain (loss) on cash flow hedge:
Unrealized gain (loss) arising during the period		1,164		(1,440)
Reclassification adjustment for loss (gain) included in net loss		1,649		(1,004)
		2,813		(2,444)
Post-Retirement plans:

Reclassification adjustment for amortization of:

Net actuarial loss (gain)		1		(2)
		1		(2)
Total other comprehensive income, net of tax (1)		1,705		1,593
Comprehensive (loss) income		$	(1,134)	$	384

(1) Reflects deferred tax valuation allowance.

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

Consolidated Statements of Changes in Shareholders’ Equity

Three Months Ended March 31, 2023 and 2024

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Unallocated Common Stock Held by ESOP		Total Shareholders’ Equity
	Shares	Par Value
	(In thousands, except share data)
Balance at December 31, 2022	27,523,219	$	285	$	279,454	$	171,763	$	(12,072)	$	(24,719)	$	(20,993)	$	393,718
Cumulative effect of adopting ASU No. 2016-13	—	—		—		(18)		—		—		—		(18)
Cumulative effect of adopting ASU No. 2022-02	—	—		—		(8)		—		—		—		(8)
Net loss	—	—		—		(1,209)		—		—		—		(1,209)
Other comprehensive income	—	—		—		—		—		1,593		—		1,593
Purchase of Treasury stock	(870,517)	—		—		—		(9,322)		—		—		(9,322)
Treasury stock allocated to restricted stock plan	732,780	—		(8,657)		—		8,657		—		—		—
Compensation cost for stock options and restricted stock	—	—		676		—		—		—		—		676
ESOP shares committed to be released (22,818 shares)	—	—		34		—		—		—		229		263
Balance at March 31, 2023	27,385,482	$	285	$	271,507	$	170,528	$	(12,737)	$	(23,126)	$	(20,764)	$	385,693

Balance at December 31, 2023	24,509,950	$	285	$	273,991	$	164,340	$	(40,016)	$	(22,880)	$	(20,080)	$	355,640



Net loss	—	—		—		(2,839)		—		—		—		(2,839)
Other comprehensive income	—	—		—		—		—		1,705		—		1,705
Purchase of Treasury stock	(556,353)	—		—		—		(5,332)		—		—		(5,332)
Treasury stock allocated to restricted stock plan, net of forfeitures	5,291	—		(431)		—		418		—		—		(13)
Compensation cost for stock options and restricted stock	—	—		781		—				—		—		781
ESOP shares committed to be released (22,818 shares)	—	—		(14)		—		—		—		228		214
Balance at March 31, 2024	23,958,888	$	285	$	274,327	$	161,501	$	(44,930)	$	(21,175)	$	(19,852)	$	350,156

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2024		2023
	(In thousands)
Cash flows from operating activities
Net loss	$	(2,839)	$	(1,209)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of premises and equipment	788		663
Amortization (accretion) of:
Right-of-use asset	718		693
Deferred loan fees, costs, and discounts, net	40		(138)
Premiums and discounts on securities	196		245




Release of provision for credit losses	(535)		(23)

Proceeds from sales of loans held for sale	486		2,267
Gains on sale of loans, net	(36)		(135)
Origination of loans held for sale	(450)		(4,684)



Increase in bank owned life insurance cash surrender value	(119)		(112)


ESOP and stock-based compensation expense	995		939

Increase in interest and dividends receivable	(406)		(482)
(Increase) decrease in other assets	(1,731)		1,058
Decrease in other liabilities	(1,266)		(2,872)
Change in lease liability	(696)		(632)
Net cash used in operating activities	(4,855)		(4,422)
Cash flows from investing activities
Net change in loans receivable	6,504		(33,995)
Purchases of residential mortgage loans	—		(6,804)







Principal payments and maturities on securities available-for-sale	17,325		9,005


Purchase of Federal Home Loan Bank stock	(6,818)		(21,870)
Redemption of Federal Home Loan Bank stock	9,293		16,830
Proceeds from bank owned life insurance	—		582

Purchases of premises and equipment	(9)		(1,677)
Net cash provided by (used in) investing activities	26,295		(37,929)
Cash flows from financing activities
Net increase (decrease) in deposits	46,280		(44,281)

Proceeds from advances from Federal Home Loan Bank	354,000		700,000
Repayments of advances from Federal Home Loan Bank	(409,000)		(588,000)
Net increase in advances by borrowers for taxes and insurance	439		393
Purchase of treasury stock	(5,431)		(9,322)


Net cash (used in) provided by financing activities	(13,712)		58,790
Net increase in cash and cash equivalents	7,728		16,439
Cash and cash equivalents at beginning of period	46,025		41,182
Cash and cash equivalents at end of period	$	53,753	$	57,621

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2024		2023
	(In thousands)
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	11,694	$	7,196
Income taxes	17		13
Supplemental noncash disclosures


Lease liabilities arising from obtaining right-of-use assets	—		1,107

See accompanying notes to the consolidated financial statements.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Blue Foundry Bancorp (the “Company”), and its wholly owned subsidiary, Blue Foundry Bank (the “Bank”), and the Bank’s wholly owned subsidiaries, TrackView LLC and Blue Foundry Investment Company (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. Blue Foundry Bancorp owns 100% of the common stock of Blue Foundry Bank.

Segment Reporting: The Company operates as a single operating segment for financial reporting purposes.

Basis of Financial Statement Presentation: The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles. Certain information and note disclosures usually included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the preparation of the Quarterly Reports on Form 10-Q and with Regulation S-X. The interim unaudited consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the consolidated balance sheets and the consolidated statements of income for the periods presented. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and revenues and expenses for the period. Actual results could differ from those estimates. Some items in the prior year financial statements may be reclassified to conform to the current presentation. The results of operations and other data presented for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for subsequent periods or the full year results. These financial statements should be read in conjunction with the annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on March 27, 2024.

The accounting policies of the Company conform to U.S. GAAP and to general practice within the financial services industry. A discussion of these policies can be found in Note 1, Summary of Significant Accounting Policies, included in the Company’s 2023 Annual Report on Form 10-K. Except for the below, there have been no changes to the Company’s significant accounting policies since December 31, 2023.

Accounting Standards Not Yet Adopted: As an “emerging growth company” as defined in Title 1 of the Jumpstart Our Business Startups (“JOBS”) Act, the Company elected to use the extended transition period to delay the adoption of new or reissued accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SECURITIES

The amortized cost of securities available-for-sale and their estimated fair values at March 31, 2024 and December 31, 2023 are as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
March 31, 2024
U.S. Treasury note	$	26,934	$	—	$	(1,765)	$	25,169
Corporate bonds	79,708		145		(5,232)		74,621
U.S. Government agency obligations	11,440		—		(271)		11,169
Obligations issued by U.S. states and their political subdivisions	6,406		—		(300)		6,106
Mortgage-backed securities:
Residential	146,518		—		(23,129)		123,389
Multifamily	11,092		—		(925)		10,167
Asset-backed securities	14,901		—		(331)		14,570
Total	$	296,999	$	145	$	(31,953)	$	265,191


December 31, 2023
U.S. Treasury note	$	36,935	$	—	$	(1,875)	$	35,060
Corporate bonds	82,248		56		(5,681)		76,623
U.S. Government agency obligations	11,519		—		(379)		11,140
Obligations issued by U.S. states and their political subdivisions	6,423		—		(228)		6,195
Mortgage-backed securities:
Residential	149,808		—		(21,266)		128,542
Multifamily	12,522		—		(999)		11,523
Asset-backed securities	15,010		—		(327)		14,683
Total	$	314,465	$	56	$	(30,755)	$	283,766

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost of securities held-to-maturity, allowance for credit losses and their estimated fair values at March 31, 2024 and December 31, 2023, are as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
March 31, 2024
Corporate bonds	$	18,600	$	—	$	(3,283)	$	15,317

Asset-backed securities	14,757		—		(1,451)		13,306
Total	$	33,357	$	—	$	(4,734)	$	28,623
Allowance for credit loss	(140)
	$	33,217
December 31, 2023
Corporate bonds	$	18,600	$	—	$	(3,593)	$	15,007
Asset-backed securities	14,812		—		(1,496)		13,316
Total	$	33,412	$	—	$	(5,089)	$	28,323
Allowance for credit loss	(158)
	$	33,254

At March 31, 2024 and December 31, 2023, the allowance for credit losses on securities held-to-maturity totaled $140 thousand and $158 thousand respectively, and related to the corporate bonds. The asset-backed securities are in a AAA tranche determined by a third party. No loss is expected on these securities.

Securities pledged at March 31, 2024 and December 31, 2023 had a carrying amount of $13.2 million and $11.7 million, respectively, and were pledged to secure public deposits and our credit line with the Federal Reserve Bank.

The amortized cost and fair value of debt securities are shown below by contractual maturity as of March 31, 2024. Expected maturities on mortgage and asset-backed securities generally exceed 20 years; however, they may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.


	Amortized Cost (1)		Estimated Fair Value
	(In thousands)
Available-for-sale
Due in one year or less	$	39,501	$	38,696
Due from one year to five years	33,945		33,145
Due from five to ten years	44,053		40,068
Due after ten years	6,989		5,156
Mortgage-backed and asset-backed securities	172,511		148,126
Total	$	296,999	$	265,191
Held-to-maturity

Due from one year to five years	$	—	$	—
Due from five to ten years	18,600		15,317

Mortgage-backed and asset-backed securities	14,757		13,306
Total	$	33,357	$	28,623

(1) Excludes the allowance for credit losses on held-to-maturity securities at March 31, 2024 and December 31, 2023.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Credit Quality Indicators

Credit ratings are a key measure for estimating the probability of a bond’s default and for monitoring credit quality on an on-going basis. For bonds other than U.S. Treasuries and bonds issued or guaranteed by U.S. government agencies, credit ratings issued by one or more nationally recognized statistical rating organization are considered in conjunction with an assessment by the Company’s management. Investment grade reflects a credit quality of BBB- or above. None of the Company’s securities are on non-accrual status, nor are any past due.

The table below indicates the credit profile of the Company’s debt securities held-to-maturity at amortized cost for the periods shown.


March 31, 2024	AAA		A1		BBB+		BBB		BBB-		Total
	(In thousands)

Corporate bonds	$	—	$	—	$	1,600	$	11,000	$	6,000	$	18,600





Asset-backed securities	8,803		5,954		—		—		—		14,757
Total held-to-maturity	$	8,803	$	5,954	$	1,600	$	11,000	$	6,000	$	33,357


December 31, 2023	AAA		A1		BBB+		BBB		BBB-		Total
	(In thousands)

Corporate bonds	$	—	$	—	$	1,600	$	11,000	$	6,000	$	18,600





Asset-backed securities	8,844		5,968		—		—		—		14,812
Total held-to-maturity	$	8,844	$	5,968	$	1,600	$	11,000	$	6,000	$	33,412

At March 31, 2024 and December 31, 2023, there was one security with a value of $2.0 million included in the BBB rating that had a split rating.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables summarize available-for-sale securities with unrealized losses at March 31, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous loss position.


	Less than 12 Months				12 Months or More				Total
	Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Number of Securities	Unrealized Losses		Estimated Fair Value
	(Dollars in thousands)
March 31, 2024
U.S. Treasury note	$	—	$	—	$	(1,765)	$	25,169	3	$	(1,765)	$	25,169
Corporate bonds	—		—		(5,232)		54,045		25	(5,232)		54,045
U.S. Government agency obligations	—		—		(271)		11,169		3	(271)		11,169
Obligations issued by U.S. states and their political subdivisions	—		—		(300)		6,106		5	(300)		6,106
Mortgage-backed securities:
Residential	—		2		(23,129)		123,383		47	(23,129)		123,385
Multifamily	—		—		(925)		10,167		5	(925)		10,167
Asset-backed securities	(13)		5,000		(318)		4,557		3	(331)		9,557
Total	$	(13)	$	5,002	$	(31,940)	$	234,596	91	$	(31,953)	$	239,598





December 31, 2023
U.S. Treasury note	$	—	$	—	$	(1,875)	$	35,060	4	$	(1,875)	$	35,060
Corporate bonds	(7)		8,260		(5,674)		61,156		30	(5,681)		69,416
U.S. Government agency obligations	—		—		(380)		11,140		3	(380)		11,140
Obligations issued by U.S. states and their political subdivisions	—		—		(228)		6,195		5	(228)		6,195
Mortgage-backed securities:
Residential	—		2		(21,266)		128,535		48	(21,266)		128,537
Multifamily	—		—		(999)		11,524		6	(999)		11,524
Asset-backed securities	(21)		4,991		(305)		4,680		3	(326)		9,671
Total	$	(28)	$	13,253	$	(30,727)	$	258,290	99	$	(30,755)	$	271,543

Of the available-for-sale securities in an unrealized loss position at March 31, 2024, 58 are comprised of U.S. Government agency obligations, Treasury notes, and mortgage-backed securities. These securities were all issued by U.S. Government-sponsored entities and agencies, which the government has affirmed its commitment to support. Corporate bonds, obligations issued by U.S. states and their political subdivisions and asset-backed securities in an unrealized loss position all experienced a decline in fair value, which is attributable to changes in interest rates and liquidity, not credit quality. The Company also does not intend to sell these securities, nor does it foresee being required to sell them before the anticipated recovery or maturity.

The following tables summarizes held-to-maturity securities with unrealized losses at March 31, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous loss position.


	Less than 12 Months				12 Months or More				Total
	Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Number of Securities	Unrealized Losses		Estimated Fair Value
	(In thousands)
March 31, 2024
Corporate Bonds	—		—		(3,283)		15,317		9	(3,283)		15,317
Asset-backed securities	—		—		(1,451)		13,306		2	(1,451)		13,306
Total	$	—	$	—	$	(4,734)	$	28,623	11	$	(4,734)	$	28,623

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Less than 12 Months				12 Months or More				Total
	Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Number of Securities	Unrealized Losses		Estimated Fair Value
	(In thousands)
December 31, 2023
Corporate Bonds	—		—		(3,593)		15,007		9	(3,593)		15,007
Asset-backed securities	—		—		(1,496)		13,316		2	(1,496)		13,316
Total	$	—	$	—	$	(5,089)	$	28,323	11	$	(5,089)	$	28,323

The held-to-maturity securities in an unrealized loss position at March 31, 2024, are corporate bonds and asset-backed securities, which experienced a decline in fair value attributable to changes in interest rates and liquidity, not credit quality. The Company also does not intend to sell these securities, nor does it foresee being required to sell them before the anticipated recovery or maturity.

NOTE 3 – LOANS RECEIVABLE

A summary of loans receivable, net at March 31, 2024 and December 31, 2023, follows:


	March 31, 2024		December 31, 2023
	(In thousands)
Residential	$	540,427	$	550,929
Multifamily	671,011		682,564
Commercial real estate	244,207		232,505
Construction	63,052		60,414
Junior liens	22,052		22,503
Commercial and industrial	13,372		11,768
Consumer and other	56		47
Total loans	1,554,177		1,560,730


Less: Allowance for credit losses (1)	13,749		14,154
Loans receivable, net	$	1,540,428	$	1,546,576

(1) For more information, see Footnote 4 - Allowance for Credit Losses.

Loans are recorded at amortized cost, which includes principal balance, net deferred fees or costs, premiums and discounts. The Company elected to exclude accrued interest receivable from amortized cost. Accrued interest receivable is reported separately in the consolidated balance sheets and totaled $6.2 million and $6.1 million at March 31, 2024 and December 31, 2023, respectively. Loan origination fees and certain direct loan origination costs are deferred and the net fee or cost is recognized in interest income as an adjustment of yield. At both March 31, 2024 and December 31, 2023, net deferred loan fees totaled $2.0 million.

The portfolio classes in the above table have unique risk characteristics with respect to credit quality:

•Payment on multifamily and commercial real estate mortgages is driven principally by operating results of the managed properties or underlying business and secondarily by the sale or refinance of such properties. Both primary and secondary sources of repayment and the value of the properties in liquidation, may be affected to a greater extent by adverse conditions in the real estate market or the economy in general.

•Properties underlying construction loans often do not generate sufficient cash flows to service debt and thus repayment is subject to the ability of the borrower and, if applicable, guarantors, to complete development or construction of the property and carry the project, often for extended periods of time. As a result, the performance of these loans is contingent upon future events whose probability at the time of origination is uncertain.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

•Commercial and industrial (“C&I”) loans include C&I revolving lines of credit, term loans, SBA 7a loans and to a lesser extent, Paycheck Protection Program (“PPP”) loans. Payments on C&I loans are driven principally by the cash flows of the businesses and secondarily by the sale or refinance of any collateral securing the loans. Both the cash flow and value of the collateral in liquidation may be affected by adverse general economic conditions.

•The ability of borrowers to service debt in the residential, junior liens and consumer loan portfolios is generally subject to personal income which may be impacted by general economic conditions, such as increased unemployment levels. These loans are predominately collateralized by first and second liens on single family properties. If a borrower cannot maintain the loan, the Company’s ability to recover against the collateral in sufficient amount and in a timely manner may be significantly influenced by market, legal and regulatory conditions.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debts such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans by credit risk. This analysis is performed whenever credit is extended, renewed, or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. The Company used the following definitions for risk ratings for loan classification:

Pass – Loans classified as pass are loans performing under the original contractual terms, do not currently pose any identified risk and can range from the highest to pass/watch quality, depending on the degree of potential risk.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Company’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor, or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loss – Assets classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset even though partial recovery may be effected in the future.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the risk category of loans by class of loan and vintage as of March 31, 2024:


	Term Loans by Origination Year
	2024		2023		2022		2021		2020		Pre-2020		Revolving Loans		Total
	(in thousands)
Residential
Pass	$	1,235	$	13,238	$	96,819	$	107,128	$	14,200	$	301,423	$	—	$	534,043
Special mention	—		—		—		—		—		659		—		659
Substandard	—		—		—		—		—		5,725		—		5,725


Total	1,235		13,238		96,819		107,128		14,200		307,807		—		540,427
Multifamily
Pass	—		17,092		280,854		152,383		35,190		185,353		—		670,872

Substandard	—		—		—		—		—		139		—		139


Total	—		17,092		280,854		152,383		35,190		185,492		—		671,011
Commercial real estate
Pass	13,746		26,617		117,687		14,711		14,970		55,591		—		243,322
Special mention	—		—		—		—		—		885		—		885



Total	13,746		26,617		117,687		14,711		14,970		56,476		—		244,207
Construction
Pass	—		20,761		24,941		17,350		—		—		—		63,052




Total	—		20,761		24,941		17,350		—		—		—		63,052
Junior liens
Pass	641		5,439		4,974		1,136		253		9,561		—		22,004

Substandard	—		—		—		—		—		48		—		48


Total	641		5,439		4,974		1,136		253		9,609		—		22,052
Commercial and industrial
Pass	3,608		6,366		102		2,486		31		—		—		12,593

Substandard	—		756		—		23		—		—		—		779


Total	3,608		7,122		102		2,509		31		—		—		13,372
Consumer and other
Pass	29		—		—		—		—		—		27		56




Total	29		—		—		—		—		—		27		56
Total gross loans	$	19,259	$	90,269	$	525,377	$	295,217	$	64,644	$	559,384	$	27	$	1,554,177

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the risk category of loans by class of loan and vintage as of December 31, 2023:


	Term Loans by Origination Year
	2023		2022		2021		2020		2019		Pre-2019		Revolving Loans		Total
	(in thousands)
Residential
Pass	$	13,338	$	98,007	$	109,193	$	14,315	$	18,460	$	291,069	$	—	$	544,382
Special mention	—		—		—		—		—		663		—		663
Substandard	—		—		—		—		—		5,884		—		5,884


Total	13,338		98,007		109,193		14,315		18,460		297,616		—		550,929
Multifamily
Pass	17,144		281,906		158,705		35,407		56,739		132,517		—		682,418

Substandard	—		—		—		—		—		146		—		146


Total	17,144		281,906		158,705		35,407		56,739		132,663		—		682,564
Commercial real estate
Pass	26,610		118,247		14,785		15,080		5,386		51,493		—		231,601
Special mention	—		—		—		—		—		904		—		904



Total	26,610		118,247		14,785		15,080		5,386		52,397		—		232,505
Construction
Pass	22,798		21,067		16,549		—		—		—		—		60,414




Total	22,798		21,067		16,549		—		—		—		—		60,414
Junior liens
Pass	5,359		5,234		1,232		296		1,773		8,560		—		22,454

Substandard	—		—		—		—		—		49		—		49


Total	5,359		5,234		1,232		296		1,773		8,609		—		22,503
Commercial and industrial
Pass	7,055		105		4,492		77		—		—		—		11,729

Substandard	—		—		39		—		—		—		—		39


Total	7,055		105		4,531		77		—		—		—		11,768
Consumer and other
Pass	25		—		—		—		—		—		22		47




Total	25		—		—		—		—		—		22		47
Total gross loans	$	92,329	$	524,566	$	304,995	$	65,175	$	82,358	$	491,285	$	22	$	1,560,730

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Past Due and Non-accrual Loans

The following table presents the recorded investment in past due and current loans by loan portfolio class as of March 31, 2024 and December 31, 2023:


	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater Past Due		Total Past Due		Current		Total Loans Receivable
	(In thousands)
March 31, 2024
Residential	$	770	$	969	$	3,834	$	5,573	$	534,854	$	540,427
Multifamily	—		—		—		—		671,011		671,011
Commercial real estate	—		—		—		—		244,207		244,207
Construction	—		—		—		—		63,052		63,052
Junior liens	—		—		48		48		22,004		22,052
Commercial and industrial	—		—		23		23		13,349		13,372
Consumer and other	—		—		—		—		56		56
Total	$	770	$	969	$	3,905	$	5,644	$	1,548,533	$	1,554,177

December 31, 2023
Residential	$	887	$	752	$	3,926	$	5,565	$	545,364	$	550,929
Multifamily	—		—		—		—		682,564		682,564
Commercial real estate	—		—		—		—		232,505		232,505
Construction	—		—		—		—		60,414		60,414
Junior liens	—		—		49		49		22,454		22,503
Commercial and industrial	—		—		39		39		11,729		11,768
Consumer and other	—		—		—		—		47		47
Total	$	887	$	752	$	4,014	$	5,653	$	1,555,077	$	1,560,730

The following tables presents information on non-accrual loans at March 31, 2024 and December 31, 2023:


March 31, 2024	Non-accrual		Interest Income Recognized on Non-accrual Loans		Amortized Cost Basis of Loans >= 90 Day Past Due and Still Accruing		Amortized Cost Basis of Non-accrual Loans Without Related Allowance
	(In thousands)
Residential	$	5,725	$	—	$	—	$	5,725
Multifamily	139		—		—		139


Junior liens	48		—		—		48
Commercial and industrial	779		—		—		779

Total	$	6,691	$	—	$	—	$	6,691




December 31, 2023
Residential	$	5,884	$	—	$	—	$	5,884
Multifamily	146		—		—		146


Junior liens	49		—		—		49
Commercial and industrial	39		—		—		39

Total	$	6,118	$	—	$	—	$	6,118

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company had no loans held-for-sale at March 31, 2024 and December 31, 2023. Gains and losses on sales of loans are specifically identified and accounted for in accordance with U.S. GAAP.

Modifications made to borrowers experiencing financial difficulty may include principal forgiveness, interest rate reductions, other than insignificant payment delays, terms extensions or a combination thereof intended to minimize economic loss and to avoid foreclosure or repossession of collateral. If the borrower has demonstrated performance under the previous terms and our underwriting process show the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest.

The following tables presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the first quarter of 2024, by type of modification.


	Three Months Ended March 31, 2024
	Payment Delays		Term Extensions		Total Principal		% of Total Class of Loans
	(Dollars in thousands)
Residential	$	—	$	116	$	116	0.02	%




Commercial and industrial	737		—		737		5.51

Total	$	737	$	116	$	853	0.05	%


						Types of Modifications
Residential						Term extensions of 3 to 12 months





Commercial and industrial						Deferral of three payments

There were no modifications during the first quarter of 2023.

The following table presents loan modifications made during first quarter of 2024 by payment status as of March 31, 2024:


	Three Months Ended March 31, 2024
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Non-Accrual		Total
	(In thousands)
Residential	$	3	$	—	$	—	$	—	$	113	$	116




Commercial and industrial	—		—		—		—		737		737

Total	$	3	$	—	$	—	$	—	$	850	$	853

The Company had $4.0 million in consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process at March 31, 2024 and December 31, 2023. At March 31, 2024 and December 31, 2023, the Company had one residential loan with a carrying value of $593 thousand in real estate owned.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses - Loans

The allowance for credit losses on loans is summarized in the following table:


	For the Three Months Ended March 31,
	2024		2023
	(In thousands)
Balance at beginning of period	$	14,154	$	13,400
Impact of adopting ASU 2016-13 and ASU 2022-02	—		668
Charge-offs	(13)		(5)
Recoveries	4		1
Net charge-offs	(9)		(4)
(Recovery of) provision for credit loss on loans	(396)		89
Balance at end of period	$	13,749	$	14,153

The following tables present the activity in the Company’s allowance for credit losses by class of loans based on the analysis performed for the three months ended March 31, 2024 and 2023:


	Balance at December 31, 2023		Charge-offs		Recoveries		(Recovery of) Provision for Credit Loss - Loans		Balance at March 31, 2024
	(In thousands)
Residential	$	1,968	$	—	$	—	$	(49)	$	1,919
Multifamily	7,046		—		—		(43)		7,003
Commercial real estate	3,748		—		—		(5)		3,743
Construction	1,222		—		—		(338)		884
Junior liens	$	76	—		—		1		77
Commercial and industrial	94		—		—		29		123
Consumer and other	—		(13)		4		9		—

Total	$	14,154	$	(13)	$	4	$	(396)	$	13,749

Consumer and other charge-offs relate to overdrafts in the three months ended March 31, 2024, which originated in the fourth quarter of 2023 or the first quarter of 2024, as it is our policy to charge these off within 60 days of occurrence.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Balance at December 31, 2022		Impact of adopting ASU 2016-13		Charge-offs		Recoveries		(Recovery of) Provision for Loan Loss		Balance at March 31, 2023
	(In thousands)
Residential	$	2,264	$	(183)	$	—	$	—	$	(25)	$	2,056
Multifamily	5,491		2,057		—		—		(357)		7,191
Commercial real estate	3,357		146		—		—		67		3,570
Construction	1,697		(832)		—		—		325		1,190
Junior liens	451		(405)		—		—		—		46
Commercial and industrial	47		(23)		—		—		76		100
Consumer and other	—		1		(5)		1		3		—
Unallocated	93		(93)		—		—		—		—
Total	$	13,400	$	668	$	(5)	$	1	$	89	$	14,153

Consumer and other charge-offs relate to overdrafts in the three months ended March 31, 2023, which originated in the fourth quarter of 2022 or the first quarter of 2023, as it is our policy to charge these off within 60 days of occurrence.

The following table represents the allocation of allowance for loan losses and the related recorded investment, including deferred fees and costs, in loans by loan portfolio segment, disaggregated based on the impairment methodology at March 31, 2024 and December 31, 2023:


	Loans						Allowance for Credit Losses on Loans
March 31, 2024	Individually Evaluated		Collectively Evaluated		Total		Individually Evaluated		Collectively Evaluated		Total
	(In thousands)
Residential	$	5,725	$	534,702	$	540,427	$	—	$	1,919	$	1,919
Multifamily	139		670,872		671,011		—		7,003		7,003
Commercial real estate	—		244,207		244,207		—		3,743		3,743
Construction	—		63,052		63,052		—		884		884
Junior liens	48		22,004		22,052		—		77		77
Commercial and industrial (1)	—		13,372		13,372		—		123		123
Consumer and other	—		56		56		—		—		—

Total	$	5,912	$	1,548,265	$	1,554,177	$	—	$	13,749	$	13,749

(1) Includes PPP loans which carry the federal guarantee of the SBA and do not have an allowance for credit losses.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Loans						Allowance for Credit Losses on Loans
December 31, 2023	Individually Evaluated		Collectively Evaluated		Total		Individually Evaluated		Collectively Evaluated		Total
	(In thousands)
Residential	$	5,721	$	545,208	$	550,929	$	—	$	1,968	$	1,968
Multifamily	146		682,418		682,564		—		7,046		7,046
Commercial real estate	—		232,505		232,505		—		3,748		3,748
Construction	—		60,414		60,414		—		1,222		1,222
Junior liens	49		22,454		22,503		—		76		76
Commercial and industrial (1)	—		11,768		11,768		—		94		94
Consumer and other	—		47		47		—		—		—
Unallocated	—		—		—		—		—		—
Total	$	5,916	$	1,554,814	$	1,560,730	$	—	$	14,154	$	14,154

(1) Includes PPP loans which carry the federal guarantee of the SBA and do not have an allowance for credit losses.

Allowance for Credit Losses - Securities

At March 31, 2024 and December 31, 2023, the balance of the allowance of credit losses on securities was $140 thousand and $158 thousand, respectively. The Company recorded a decrease in provision for credit losses on held-to-maturity securities of $18 thousand for the three months ended March 31, 2024, and a provision for credit losses on held-to-maturity securities of $17 thousand for the three months ended March 31, 2023. In addition, the Company recorded an allowance of credit losses on securities of $170 thousand upon adoption of ASU 2016-13 on January 1, 2023. Accrued interest receivable on securities is reported as a component of accrued interest receivable on the consolidated balance sheets and totaled $1.8 million and $1.5 million at March 31, 2024 and December 31, 2023, respectively. The Company made the election to exclude accrued interest receivable from the estimate of credit losses on securities.

Allowance for Credit Losses - Off-Balance-Sheet Exposures

The allowance for credit losses on off-balance-sheet exposures is reported in other liabilities in the consolidated balance sheets. The liability represents an estimate of expected credit losses arising from off-balance-sheet exposures such as letters of credit, guarantees and unfunded loan commitments. The process for measuring lifetime expected credit losses on these exposures is consistent with that for loans as discussed above, but is subject to an additional estimate reflecting the likelihood that funding will occur. No liability is recognized for off-balance-sheet credit exposures that are unconditionally cancellable by the Company. Adjustments to the liability are reported as a component of provision for credit losses.

At March 31, 2024 and December 31, 2023, the balance of the allowance for credit losses for off-balance-sheet exposures was $182 thousand and $303 thousand, respectively. The Company recorded a recovery of provision for credit loss on off-balance-sheet exposures of $121 thousand and $130 thousand for the three months ended March 31, 2024 and 2023, respectively. The Company also recorded a decrease in the allowance for credit losses for off-balance-sheet exposures of $811 thousand upon adoption of ASU 2016-13 on January 1, 2023.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – LEASES

The Company leases certain office space, land and equipment under operating leases. These leases have original terms ranging from one year to 40 years. Operating lease liabilities and right-of-use assets are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term.

The Company had the following related to operating leases:


		March 31, 2024			December 31, 2023
	(Dollars in thousands)
Right-of-use assets		$	24,454		$	25,172
Lease liabilities		26,081			26,777
Weighted average remaining lease term for operating leases		10.1 years			10.3 years
Weighted average discount rate used in the measurement of lease liabilities		2.41		%	2.40		%

The following table is a summary of the Company’s components of net lease cost for the three months ended March 31, 2024 and 2023. The variable lease cost primarily represents variable payments such as common area maintenance and utilities.


	Three Months Ended March 31,
		2024		2023
		(In thousands)
Operating lease cost		$	874	$	840
Finance lease cost		—		4
Variable lease cost		67		57
Total lease cost included as a component of occupancy and equipment		$	941	$	901

The following table presents supplemental cash flow information related to operating leases:


	Three Months Ended March 31,
		2024		2023
		(In thousands)
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases		$	918	$	819
Operating lease liabilities arising from obtaining right-of-use assets (non-cash):
Operating leases		$	—	$	1,107

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Future undiscounted lease payments for operating leases with initial terms of one year or more as of March 31, 2024 are as follows:


Through March 31,	(In thousands)
2024	$	3,317
2025	3,017
2026	2,992
2027	2,888
2028	2,516
Thereafter	14,715
Total undiscounted lease payments	29,445
Less: imputed interest	3,364
Total	$	26,081

NOTE 6 – DEPOSITS

Deposits at March 31, 2024 and December 31, 2023 are summarized as follows:


	March 31, 2024		December 31, 2023
	(In thousands)
Non-interest bearing deposits	$	25,342	$	27,739
NOW and demand accounts	373,172		361,139
Savings	250,298		259,402
Time deposits	642,372		596,624
Total	$	1,291,184	$	1,244,904

Money market accounts are included within the NOW and demand accounts and savings captions. Included in time deposits are brokered deposits totaling $125.0 million at March 31, 2024 and December 31, 2023.

Time deposits mature as follows for the years ending December 31:


	(In thousands)
Remainder of 2024	$	608,789
2025	25,577
2026	3,553
2027	2,031
2028	1,988
2029	434
	$	642,372

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - STOCK-BASED COMPENSATION

Employee Stock Ownership Plan

The Company maintains an ESOP, a tax-qualified plan designed to invest primarily in the Company’s common stock. The ESOP provides employees with the opportunity to receive a funded retirement benefit from the Bank, based primarily on the value of the Company’s common stock.

The ESOP borrowed funds from the Company to purchase 2,281,800 shares of stock at $10 per share. The loan is secured by the shares purchased, which are held until allocated to participants. Shares are released for allocation to participants as loan payments are made. Loan payments are principally funded by discretionary cash contributions by the Bank, as well as dividends, if any, paid to the ESOP on unallocated shares. When loan payments are made, ESOP shares are allocated to participants at the end of the plan year (December 31) based on relative compensation, subject to federal tax law limits. Participants receive the allocated vested shares at the end of employment. Dividends on allocated shares, if any, increase participants accounts.

At March 31, 2024, the principal balance on the ESOP loan was $20.6 million. There were no contributions to the ESOP during the three months ended March 31, 2024, as loan payments are made annually during the fourth quarter of each year. ESOP shares are committed to be released from unallocated and compensation expense is recognized over the service period. At March 31, 2024 and December 31, 2023, there were 2,007,984 unallocated shares and 273,816 shares allocated to participants. The fair value of unallocated shares at March 31, 2024 and December 31, 2023 was $18.8 million and $19.4 million, respectively, computed using the closing trading price of the Company’s common stock on each date.

For the three months ended March 31, 2024 and March 31, 2023, ESOP compensation expense for the shares committed to be released from unallocated was $214 thousand and $262 thousand respectively. Shares committed to be released from unallocated total 22,818 for the three months ended March 31, 2024 and March 31, 2023.

Equity Incentive Plan

At the annual meeting held on August 25, 2022, shareholders of the Company approved the Blue Foundry Bancorp 2022 Equity Incentive Plan (“Equity Plan”) which provides for the granting of up to 3,993,150 shares (1,140,900 restricted stock awards and 2,852,250 stock options) of the Company’s common stock.

Restricted shares granted under the Equity Plan generally vest in equal installments, over a service period between five and seven years beginning one year from the date of grant. Additionally, certain restricted shares awarded can be performance vesting awards, which may or may not vest depending upon the attainment of certain corporate financial targets. The vesting of the awards accelerate upon death, disability or an involuntary termination at or following a change in control. The product of the number of shares granted and the grant date closing market price of the Company’s common stock determine the fair value of restricted shares under the Equity Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period.

Stock options granted under the Equity Plan generally vest in equal installments, over a service period between five and seven years beginning one year from the date of grant. The vesting of the options accelerate upon death, disability or an involuntary termination at or following a change in control. Stock options were granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on the closing market price and have an expiration period of ten years.

There were 48,133 stock options granted during the three months ended March 31, 2024. The fair value of stock options granted during the first quarter of 2024 were estimated utilizing the Black-Scholes option pricing model: an expected life of 6.50 years, risk-free rate of 3.94%, volatility of 32.26% and a dividend yield of 0.84%. There were no stock options granted during the three months ended March 31, 2023. Due to the limited historical information of the Company’s stock, management considered the weighted historical volatility of the Company and similar entities for an appropriate period in determining the volatility rate used in the estimation of fair value. The expected life of the stock option was estimated using the simplified method. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company recognizes compensation expense for the fair values of these awards, which have straight-line vesting, on a straight-line basis over the requisite service period of the awards. Upon exercise of vested options, management expects to draw on treasury stock as the source for shares.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the share-based compensation expense for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023
	(In thousands)
Stock option expense	$	379	$	399
Restricted stock expense	402		277
Total share-based compensation expense	$	781	$	676

The following is a summary of the Company’s stock option activity and related information for the three months ended March 31, 2024:


	Number of Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Outstanding - December 31, 2023	2,475,363	$	4.12	$	11.65	8.8
Granted	48,133	3.67		9.95		6.5

Forfeited	(103,713)	4.25		11.69		—

Outstanding - March 31, 2024	2,419,783	$	4.11	$	11.61	8.5
Exercisable - March 31, 2024	396,419

Expected future expense relating to the non-vested options outstanding as of March 31, 2024 is $7.5 million over a weighted average period of 5.0 years.

During the first quarter of 2024, the Company granted to directors and employees, under the 2022 Equity Incentive Plan, 184,625 restricted stock awards with a total grant-date fair value of $1.8 million. Of these grants, 2,900 vest one year from the date of grant, 19,255 and 162,470 vest in equal installments over five and six years, respectively, beginning one year from the date of grant. The Company also issued 193,070 performance-based restricted stock awards to its officers with a total grant date fair value of $1.8 million. Vesting of the performance-based restricted stock units will be based on achievement of certain levels of loan growth, deposit growth and net interest margin and will convert to a four-year time vest after the three-year measurement period ending December 31, 2026. At the end of the performance period, the number of actual shares to be awarded may vary between 0% and 100% of target amounts.

During the first quarter of 2024, 347,640 of performance-based restricted stock awards were forfeited when none of the performance target metrics were met.

The following is a summary of the status of the Company’s restricted shares as of March 31, 2024 and changes therein during the three months ended:


	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Outstanding - December 31, 2023	944,262	$	11.88
Granted	377,695	9.51
Forfeited	(372,404)	11.99
Vested	(55,523)	12.00

Outstanding - March 31, 2024	894,030	$	10.83

Expected future expense relating to the non-vested restricted shares outstanding as of March 31, 2024 is $9.1 million over a weighted average period of 5.2 years.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – DERIVATIVES AND HEDGING ACTIVITIES

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

The Company had interest rate swaps with notional amounts totaling $254.0 million and $259.0 million at March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, they were designated as cash flow hedges of certain Federal Home Loan Bank (“FHLB”) advances and brokered deposits. They were determined to be highly effective during all periods presented. The Company expects the hedges to remain highly effective during the remaining terms of the swaps.

Summary information about the interest rate swaps designated as cash flow hedges as of period-end is as follows:


	March 31, 2024			December 31, 2023
	(Dollars in thousands)
Notional amounts	$	254,000		$	259,000
Weighted average pay rates	2.95		%	2.91		%
Weighted average receive rates	5.45		%	5.49		%
Weighted average maturity	3.0 years			3.2 years

Gross unrealized gain included in other assets	$	10,620		$	9,047
Gross unrealized loss included in other liabilities	224			1,465
Unrealized gains, net	$	10,396		$	7,582

At March 31, 2024, the Company held $10.8 million as cash collateral pledged from the counterparty for these interest-rate swaps and had no securities pledged to the counterparty. At December 31, 2023, the Company held $8.1 million as cash collateral pledged from the counterparty and had no securities pledged to the counterparty.

Interest income or expense recorded on these swap transactions is reported as a component of interest expense on FHLB advances or brokered deposits. Interest income during the three months ended March 31, 2024 and 2023 totaled $1.6 million and $1.0 million, respectively. At March 31, 2024, the Company expected $4.5 million of the unrealized gain to be reclassified as a reduction to interest expense during the remainder of 2024.

Cash Flow Hedge

The effect of cash flow hedge accounting on accumulated other comprehensive income for the three months ended March 31, 2024 and 2023 is as follows:


	Amount of Gain Recognized in OCI (Net of Tax) on Derivative (1)		Location of Gain (Loss) Reclassified from OCI into Income/(Expense)	Amount of Gain (Loss) Reclassified from OCI to Income/(Expense)
	(In thousands)
Three months ended March 31, 2024
Interest rate contracts	$	2,813	Interest Expense	$	1,649

Three months ended March 31, 2023
Interest rate contracts	$	(2,444)	Interest Expense	$	1,004

(1) Net of tax, adjusted for deferred tax valuation allowance.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income represents the net unrealized holding gains on securities available-for-sale, derivatives and the funded status of the Company’s post-retirement plans, as of the balance sheet dates, net of the related tax effect.

The following table presents the components of other comprehensive income both gross and net of tax, inclusive of a deferred tax valuation allowance, for the 2024 and 2023 periods:


	Three Months Ended March 31,
	2024						2023
	Before Tax		Tax Effect		After Tax		Before Tax		Tax Effect		After Tax
	(In thousands)
Components of Other Comprehensive Income:
Unrealized (loss) gain on securities available-for-sale:
Unrealized (loss) gain arising during the period	$	(1,109)	$	—	$	(1,109)	$	4,039	$	—	$	4,039


Unrealized gain (loss) on cash flow hedge:
Unrealized gain (loss) arising during the period	1,164		—		1,164		(1,440)		—		(1,440)
Reclassification adjustment for loss (gain) included in net loss	1,649		—		1,649		(1,004)		—		(1,004)
Total gain (loss)	2,813		—		2,813		(2,444)		—		(2,444)
Post-Retirement plans:

Reclassification adjustment for amortization of:

Net actuarial loss (gain)	1		—		1		(2)		—		(2)

Total other comprehensive income	$	1,705	$	—	$	1,705	$	1,593	$	—	$	1,593

The following is a summary of the changes in accumulated other comprehensive income by component, net of tax, inclusive of a deferred tax valuation allowance, for the periods indicated:


	Unrealized Gains on Cash Flow Hedges		Unrealized Losses on Available-for-Sale Securities		Post-Retirement Plans		Total
	(In thousands)
Balance at December 31, 2023	$	7,582	$	(30,699)	$	237	$	(22,880)
Other comprehensive income (loss) before reclassification	1,164		(1,109)		—		55
Amounts reclassified from accumulated other comprehensive income	1,649		—		1		1,650
Net current period other comprehensive income (loss)	2,813		(1,109)		1		1,705
Balance at March 31, 2024	$	10,395	$	(31,808)	$	238	$	(21,175)

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Unrealized Gains and Losses on Cash Flow Hedges		Unrealized Gains and Losses on Available-for-Sale Securities		Post-Retirement Plans		Total
	(In thousands)
Balance at December 31, 2022	$	11,091	$	(36,183)	$	373	$	(24,719)
Other comprehensive (loss) income before reclassification	(1,440)		4,039		—		2,599
Amounts reclassified from accumulated other comprehensive (loss) income	(1,004)		—		(2)		(1,006)
Net current period other comprehensive (loss) income	(2,444)		4,039		(2)		1,593
Balance at March 31, 2023	$	8,647	$	(32,144)	$	371	$	(23,126)

The following table presents information about amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income for the periods indicated:


Details about Accumulated Other Comprehensive Income Components	Three Months Ended March 31,			Affected Line Item in the Statement Where Net Income is Presented
		2024				2023
		(In thousands)


(Gains) losses on cash flow hedges:
Interest rate contracts		(1,649)		1,004			Interest expense
Amortization of post-retirement plan items:
Net actuarial (gains) loss		(1)		2			Compensation and employee benefits
Total tax effect		—		—			Income tax expense
Total reclassification for the period, net of tax		$	(1,650)	$	1,006

NOTE 10 – FAIR VALUE OF ASSETS AND LIABILITIES

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Securities: For securities available-for-sale and equity securities, fair value was estimated using a market approach. The majority of the Company’s securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. Prices for these instruments are obtained through third party data service providers or dealer market participants with which the Company has historically transacted both purchases and sales of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing, a Level 2 input as defined by ASC 820, is a mathematical technique used principally to value certain securities to benchmark or comparable securities. The Company evaluates the quality of Level 2 matrix pricing through comparison to similar assets with greater liquidity and evaluation of projected cash flows. The Company also holds debt instruments issued by the U.S. government and U.S. government sponsored agencies that are traded in active markets with readily accessible quoted market prices that are considered Level 1 inputs.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Company’s derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Impaired loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other real estate owned (OREO): Property acquired through foreclosure or deed in lieu of foreclosure is carried at fair value less estimated disposal costs of the acquired property. Fair value of OREO is based on the appraised value of the collateral using discount rates similar to those used in impaired loan valuation.

The following table summarizes the fair value of assets and liabilities as of March 31, 2024:


			Fair Value Measurements at March 31, 2024, Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Measured on a recurring basis:
Financial assets
Securities available-for-sale:
U.S. Treasury note	$	25,169	$	25,169	$	—	$	—
Corporate bonds	74,621		—		74,621		—
U.S. Government agency obligations	11,169		11,169		—		—
Obligations issued by U.S. states and their political subdivisions	6,106		—		6,106		—
Mortgage-backed securities:
Residential	123,389		—		123,389		—
Multifamily	10,167		—		10,167		—
Asset-backed securities	14,570		—		14,570		—
Total securities available-for-sale	265,191		36,338		228,853		—
Derivatives	10,620		—		10,620		—

Total financial assets measured on a recurring basis	$	275,811	$	36,338	$	239,473	$	—
Financial liabilities
Derivatives	$	224	$	—	$	224	$	—

Measured on a nonrecurring basis:
Nonfinancial assets

Real estate owned	$	593	$	—	$	—	$	593

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the fair value of assets and liabilities as of December 31, 2023:


			Fair Value Measurements at December 31, 2023, Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Measured on a recurring basis:
Financial assets
Securities available-for-sale:
U.S. Treasury note	$	35,060	$	35,060	$	—	$	—
Corporate bonds	76,623		—		76,623		—
U.S. Government agency obligations	11,140		11,140		—		—
Obligations issued by U.S. states and their political subdivisions	6,195		—		6,195		—
Mortgage-backed securities:
Residential	128,542		—		128,542		—
Multifamily	11,523		—		11,523		—
Asset-backed securities	14,683		—		14,683		—
Total securities available-for-sale	283,766		46,200		237,566		—
Derivatives	9,047		—		9,047		—
Total financial assets measured on a recurring basis	$	292,813	$	46,200	$	246,613	$	—
Financial liabilities
Derivatives	$	1,465	$	—	$	1,465	$	—

Measured on a nonrecurring basis:
Nonfinancial assets


Real estate owned	593		—		—		593

Other Fair Value Disclosures

Fair value estimates, methods and assumptions for the Company’s financial instruments that are not recorded at fair value on a recurring or non-recurring basis are set forth below.

Securities held-to-maturity: The Company’s securities held-to-maturity portfolio is carried at amortized cost less allowance for credit losses. The fair values of debt securities held-to-maturity are provided by a third-party pricing service. The pricing service may use quoted market prices of comparable instruments or a variety of other forms of analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and non-binding broker quotes.

Loans, net: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as residential mortgage and consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories. Estimated fair value of loans is determined using a discounted cash flow model that employs an exit discount rate that reflects the current market pricing for loans with similar characteristics and remaining maturity, adjusted for estimated credit losses inherent in the portfolio at the balance sheet date.

Time deposits: The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using rates for currently offered deposits of similar remaining maturities.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Federal Home Loan Bank advances: The fair value of borrowings is based on securities dealers’ estimated fair values, when available, or estimated using discounted cash flow analysis. The discount rates used approximate the rates offered for similar borrowings of similar remaining terms.

The following tables present the book value, fair value, and placement in the fair value hierarchy of financial instruments not recorded at fair values in their entirety on a recurring basis on the Company’s consolidated balance sheets at March 31, 2024 and December 31, 2023. The fair value measurements presented are consistent with Topic 820, Fair Value Measurement, in which fair value represents exit price.

These tables exclude financial instruments for which the carrying amount approximates fair value. Financial instruments for which the carrying amount approximates fair value include cash and cash equivalents, other investments, non-maturity deposits, overnight borrowings and accrued interest, which are excluded from the table below.

The carrying amounts and fair value of financial instruments not carried at fair value, at March 31, 2024 and December 31, 2023, are as follows:


			Fair Value Measurements at March 31, 2024, Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Book Value		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Financial assets
Securities held-to-maturity:

Corporate bonds	18,600		—		15,317		—




Asset-backed securities	14,757		—		13,306		—
Securities held-to-maturity	$	33,357	$	—	$	28,623	$	—
Loans, net	1,540,428		—		—		1,410,308
Financial liabilities
Time deposits	642,372		—		638,932		—
FHLB advances	342,500		—		349,484		—
			Fair Value Measurements at December 31, 2023, Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Book Value		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Measured on a recurring basis:
Financial assets
Securities held-to-maturity:

Corporate bonds	18,600		—		15,007		—




Asset-backed securities	14,812		—		13,316		—
Securities held-to-maturity	$	33,412	$	—	$	28,323	$	—
Loans, net	1,546,576		—		—		1,332,138
Financial liabilities
Time deposits	596,624		—		592,676		—
FHLB advances	397,500		—		405,015		—

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – REVENUE FROM CONTRACTS WITH CUSTOMERS AND OTHER INCOME

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income in the statements of income.

The following table presents the Company’s sources of revenue from contracts with customers for the three months ended March 31, 2024 and 2023, respectively:


	Three Months Ended March 31,
		2024		2023
		(In thousands)



Service charges on deposits		$	202	$	205
Interchange income		14		12
Total revenue from contracts with customers		$	216	$	217

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance. Transaction based fees, which include services such as ATM use fees, stop payment charges, statement rendering and wire transfer fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation.

Interchange Income: The Company earns interchange fees from debit cardholder transactions conducted through a payment network. Interchange fees from debit cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. In addition, the Company earns interchange fees from credit cardholder transactions through its partnership with a third party.

BLUE FOUNDRY BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - EARNINGS PER SHARE

Basic earnings per share (“EPS”) represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as unexercised stock options and unvested restricted stock) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents.

Shares held by the Employee Stock Ownership Plan (“ESOP”) that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares,” are not deemed outstanding for earnings per share calculations.


	Three Months Ended March 31,
		2024		2023
		(Income in thousands)
Net loss applicable to common shares		$	(2,839)	$	(1,209)
Shares
Average number of common shares outstanding		24,091,835		27,461,815
Less: Average unallocated ESOP shares		1,996,575		2,087,720
Average number of common shares outstanding used to calculate basic earnings per common share		22,095,260		25,374,095
Common stock equivalents		—		—
Average number of common shares outstanding used to calculate diluted earnings per common share		22,095,260		25,374,095
Loss per common share
Basic		$	(0.13)	$	(0.05)
Diluted		$	(0.13)	$	(0.05)

Excluded from the earnings per share calculation are anti-dilutive equity awards for the three months ended March 31, 2024, totaling 1,417,627. For the three months ended March 31, 2023, anti-dilutive equity awards totaling 909,804 were excluded from the earnings per share calculation. Due to the Company’s net loss for the three months ended March 31, 2024 and 2023, the assumed vesting of outstanding restricted stock units had an antidilutive effect on diluted earnings per share.

NOTE 13 - SUBSEQUENT EVENTS

As defined in FASB ASC 855, “Subsequent Events,” subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. Financial statements are considered issued when they are widely distributed to stockholders and other financial statement users for general use and reliance in a form and format that complies with U.S. GAAP. The Company performed an evaluation and determined that there are no subsequent events to report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section is intended to assist in the understanding of the financial performance of the Company and its subsidiary through a discussion of our financial condition as of March 31, 2024, and our results of operations for the three month periods ended March 31, 2024 and 2023. This section should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto of the Company appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

Forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make; adverse changes in the securities or secondary mortgage markets; changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; general economic conditions, either nationally or in our market areas, that are worse than expected; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; our ability to implement and change our business strategies; competition among depository and other financial institutions; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums; changes in the quality or composition of our loan or investment portfolios; technological changes that may be more difficult or expensive than expected; a failure or breach of our operational or security systems or infrastructure, including cyber-attacks; the inability of third party providers to perform as expected; our ability to manage market risk, credit risk and operational risk in the current economic environment; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related there to; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; our ability to retain key employees; the current or anticipated impact of military conflict, terrorism or other geopolitical events; the ability of the U.S. Government to manage federal debt limits; and changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates.

Comparison of Operating Results for the Three Months Ended March 31, 2024 and 2023

General. The Company recorded a net loss of $2.8 million for the three months ended March 31, 2024, compared to a net loss of $1.2 million for the three months ended March 31, 2023.

Interest Income. Interest income increased $2.0 million, or 10.7%, to $20.8 million for the three months ended March 31, 2024 from $18.8 million for the three months ended March 31, 2023, driven by increases in rates earned on most categories of interest-earning assets and an increase in the average balances of cash and cash equivalents and loans of $5.0 million and $2.4 million, respectively. The yield on average interest-earning assets increased 43 basis points to 4.25% for the three months ended March 31, 2024 from 3.82% for the three months ended March 31, 2023.

Interest Expense. Interest expense was $11.4 million for the three months ended March 31, 2024 compared to $6.9 million for the three months ended March 31, 2023, an increase of $4.5 million driven by increases in rates paid on interest-bearing liabilities and an increase in the average balance of FHLB advances. Average balances of FHLB advances and time deposits increased $14.4 million and $203.0 million, respectively, while the average balances of interest-bearing core deposits decreased $189.2 million when compared to the first quarter of 2023. The cost of average interest-bearing liabilities increased 109 basis points to 2.86% for the three months ended March 31, 2024 from 1.77% for the three months ended March 31, 2023.

Net Interest Income. For the three months ended March 31, 2024 and 2023, net interest income was $9.4 million and $11.9 million, respectively. Net interest spread decreased 66 basis points to 1.39% and net interest margin decreased 50 basis points to 1.92%.

Provision for Credit Losses. The Company recorded a $535 thousand release of provision for credit losses for the three months ended March 31, 2024, compared to a $23 thousand release of provision for credit losses for the same period of 2023. For March 31, 2024, the release of provision on loans of $396 thousand and the release of provision on commitments and letters of credit of $121 thousand driven by forecasted improvements to economic drivers used to model credit losses, coupled with a decline in portfolio balances and unused lines. In addition, the release of provision included a $18 thousand release on securities. As of March 31, 2024, the Allowance for Credit Losses (“ACL”) on loans as a percentage of total loans was 0.88%.

Non-interest Income. Non-interest income decreased $33 thousand, or 6.8%, to $451 thousand for the first quarter of 2024 from $484 thousand for the first quarter of 2023. The decrease in non-interest income from the prior year period was primarily related to a decline in the gain on sale of loans partially offset by an increase in loan fees.

Non-interest Expense. Non-interest expense decreased $415 thousand to $13.2 million for the first quarter of 2024 when compared to the same period in 2023. This decrease was primarily driven by decreases of $298 thousand in compensation and benefits expenses, $250 thousand decrease in professional fees and $214 thousand in data processing expense, partially offset by an increase of $210 thousand in occupancy and equipment expense.

Income Tax Expense. The Company’s current tax position reflects the previously established full valuation allowance on its deferred tax assets. At March 31, 2024, the valuation allowance on deferred tax assets was $23.5 million. The Company did not record a tax benefit for the loss incurred during the current or previous year quarter due to the full valuation allowance required on its deferred tax assets.

Average Balances and Yields

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Non-accrual loans are included in average balances only. The amortization and accretion of deferred fees and costs are included in interest income on loans and are not material.


	Three Months Ended March 31,
	2024						2023
	Average Balance		Interest		Average Yield/Cost		Average Balance		Interest		Average Yield/Cost
	(Dollars in thousands)
Assets:
Loans (1)	$	1,555,534	$	17,192	4.45	%	$	1,553,118	$	15,569	4.07	%
Mortgage-backed securities	160,349		876		2.20	%	179,604		982		2.22	%
Other investment securities	183,717		1,652		3.62	%	199,069		1,512		3.08	%
FHLB stock	20,123		492		9.83	%	20,141		308		6.20	%
Cash and cash equivalents	51,561		630		4.92	%	46,530		461		4.02	%
Total interest-earning assets	1,971,284		20,842		4.25	%	1,998,462		18,832		3.82	%
Non-interest earning assets	59,357						55,942
Total assets	$	2,030,641					$	2,054,404
Liabilities and shareholders' equity:
NOW, savings, and money market deposits	$	616,169	$	1,937	1.26	%	$	805,392	$	2,010	1.01	%
Time deposits	619,220		6,476		4.21	%	416,238		2,144		2.09	%
Interest-bearing deposits	1,235,389		8,413		2.74	%	1,221,630		4,154		1.38	%
FHLB advances	373,874		3,012		3.24	%	359,511		2,737		3.09	%
Total interest-bearing liabilities	1,609,263		11,425		2.86	%	1,581,141		6,891		1.77	%
Non-interest bearing deposits	26,491						34,879
Non-interest bearing other	41,569						44,850
Total liabilities	1,677,323						1,660,870
Total shareholders' equity	353,318						393,534
Total liabilities and shareholders' equity	$	2,030,641					$	2,054,404
Net interest income			$	9,417					$	11,941
Net interest rate spread (2)					1.39	%					2.05	%
Net interest margin (3)					1.92	%					2.42	%

(1) Average loan balances are net of deferred loan fees and costs, premiums and discounts and include non-accrual loans.

(2) Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average interest-earning assets.

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

Total Assets. Total assets decreased $17.2 million, or 0.8%, to $2.03 billion at March 31, 2024 from $2.04 billion at December 31, 2023.

Cash and cash equivalents. Cash and cash equivalents increased $7.7 million, or 17%, to $53.8 million at March 31, 2024 from $46.0 million at December 31, 2023.

Securities available-for-sale. Securities available-for-sale decreased $18.6 million, or 6.6%, to $265.2 million at March 31, 2024 from $283.8 million at December 31, 2023, due to amortization, maturities and principal paydowns. In addition, the unrealized loss on available-for-sale securities increased by $1.1 million.

Securities held-to-maturity. Held-to-maturity securities totaled $33.2 million and $33.3 million at March 31, 2024 and December 31, 2023, respectively.

FHLB stock and other investments. Other investments decreased $2.4 million to $17.9 million at March 31, 2024 due to a decrease in the Federal Home Loan Bank stock held by the Company.

Gross Loans. Gross loans held for investment decreased $6.6 million to $1.55 billion at March 31, 2024, from $1.56 billion at December 31, 2023. Multifamily loans and residential loans decreased $11.6 million and $10.5 million, respectively, while commercial real estate loans increased $11.7 million and construction loans increased $2.6 million. Year-to-date 2024 loan fundings totaled $20.6 million, including originations of $13.7 million in commercial real estate loans and $3.8 million in commercial and industrial loans.

The following table presents loans at March 31, 2024 and December 31, 2023 allocated by loan category:


	March 31, 2024		December 31, 2022
	(In thousands)
Residential	$	540,427	$	550,929
Multifamily	671,011		682,564
Commercial real estate	244,207		232,505
Construction	63,052		60,414
Junior liens	22,052		22,503
Commercial and industrial	13,372		11,768
Consumer and other	56		47
Total loans	1,554,177		1,560,730
Less: Allowance for credit losses	13,749		14,154
Loans receivable, net	$	1,540,428	$	1,546,576

The table below presents the balance of non-performing loans on the dates indicated:


	March 31, 2024		December 31, 2023
	(In thousands)
Residential	$	5,725	$	5,884
Multifamily	139		146


Junior liens	48		49
Commercial and industrial	779		39

Total non-performing loans	6,691		6,118
Other real estate owned	593		593
Total non-performing assets	$	7,284	$	6,711

Total Deposits. Total deposits were $1.29 billion at March 31, 2024, an increase of $46.3 million, or 3.7%, from December 31, 2023. Time deposits increased $45.7 million, or 7.7%, to $642.4 million at March 31, 2024 from $596.6 million at December 31, 2023. Checking and savings accounts increased $532 thousand, or 0.1%, to $648.8 million at March 31, 2024 from $648.3 million at December 31, 2023. Uninsured and uncollateralized deposits to third party customers were $133.4 million, or 10% of total deposits, at the end of the quarter.

The following table presents the totals of deposit accounts by account type, at the dates shown below:


	March 31, 2024		December 31, 2023
	(In thousands)
Non-interest bearing deposits	$	25,342	$	27,739
NOW and demand accounts (1)	373,172		361,139
Savings (1)	250,298		259,402
Core deposits	648,812		648,280
Time deposits	642,372		596,624
Total deposits	$	1,291,184	$	1,244,904

(1) Money market accounts are included within the NOW and demand accounts and Savings captions.

Borrowings. The Company had $342.5 million of borrowings at March 31, 2024, a decrease of $55.0 million, or 13.8% from $397.5 million at December 31, 2023. Borrowings consist solely of Federal Home Loan Bank of New York advances.

Total Shareholders’ Equity. Total shareholders’ equity decreased by $5.5 million, or 1.5%, to $350.2 million at March 31, 2024 compared to $355.6 million at December 31, 2023. The decrease was primarily driven by the repurchase of treasury shares. The Company repurchased approximately 556,353 shares at a weighted average cost of $9.49 per share.

Off-Balance Sheet. To help manage our interest rate position, the Company had $254.0 million in interest rate hedges at March 31, 2024, with a weighted average duration of 3.0 years and a weighted average rate of 2.50%. This represents a decrease of $5.0 million from December 31, 2023, when we had $259.0 million in interest rate hedges with a weighted average duration of 3.2 years and a weighted average rate of 2.58%. See Note 8, Derivatives and Hedging Activities, of Notes to Consolidated Financial Statements in “Item 1- Financial Statements.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Qualitative Analysis. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our balance sheet and results of operations to changes in market interest rates. Our ALCO/Investment Committee, which consists of members of management, is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a modeling program, on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk: growing target deposit accounts, such as small business accounts; utilizing our investment securities portfolio and interest rate swaps as part of our balance sheet asset and liability and interest rate risk management strategy to reduce the impact of movements in interest rates on net interest income and economic value of equity, which can create temporary valuation adjustments to equity in Accumulated Other Comprehensive Income; continuing the diversification of our loan portfolio by adding more commercial loans, which typically have shorter maturities and/or balloon payments.

By following these strategies, we believe that we are positioned to react to increases and decreases in market interest rates.

Other than cash flow hedging on interest expense, we generally do not engage in hedging activities such as engaging in futures or options, or investing in high-risk mortgage derivatives such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

The Company has entered into derivative financial instruments to reduce risk associated with interest rate volatility by matching asset maturities and liability maturities. These derivatives had an aggregate notional amount of $254.0 million as of March 31, 2024.

Quantitative Analysis. We compute amounts by which the net present value of our cash flow from assets, liabilities and off-balance-sheet items would change in the event of a range of assumed changes in market interest rates. The economic value of equity (“EVE”) analysis estimates the change in the net present value (“NPV”) of assets and liabilities and off-balance-sheet contracts over a range of immediate rate shock interest rate scenarios. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance-sheet contract under the assumption that the United States Treasury yield curve increases or decreases instantaneously by 100 to 200 basis points in 100 basis point increments. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100-basis point increase in the “Basis Point Change in Interest Rates” column below.

The following table sets forth, at March 31, 2024, the calculation of the estimated changes to the Bank’s net interest income, at the Bank level, that would result from the specified immediate changes in the United States Treasury yield curve. For purposes of this table, 100 basis points equals 1%.


	Net Interest Income
Change in Interest Rates (basis points)	Amount		Change		Percent
	(Dollars in thousands)
+200	$	41,775	$	(1,523)	(3.5)	%
+100	42,529		(769)		(1.8)
0	43,298		—		—
-100	45,665		2,367		5.5
-200	47,743		4,445		10.3

The following table sets forth, at March 31, 2024, the calculation of the estimated changes in our net portfolio value, at the Bank level, that would result from the specified immediate changes in the United States Treasury yield curve. For purposes of this table, 100 basis points equals 1%.


	EVE						NPV as a Percent of Portfolio Value of Assets
Change in Interest Rates (basis points)	Estimated EVE		Estimated Increase (Decrease)
			Amount		Percent		NPV Ratio		Change
	(Dollars in thousands)
+200	$	86,379	$	(81,021)	(48.4)	%	4.3	%	(4.0)
+100	126,650		(40,750)		(24.3)		6.3		(2.0)
0	167,400		—		—		8.3		—
-100	208,705		41,305		24.7		10.3		2.0
-200	249,172		81,772		48.9		12.3		4.0

The tables above indicates that at March 31, 2024, in the event of an instantaneous 100 basis point increase in interest rates, we would experience a 24% decrease in EVE. In the event of an instantaneous 100 basis point decrease in interest rates, we would experience a 25% increase in EVE.

Certain short comings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The above tables assume that the composition of our interest sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a particular point in time, the data does not reflect any actions we may take in response to changes in interest rates. In addition, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our NPV and will differ from actual results.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, principal and interest payments on loans and securities, maturity of securities, borrowings from the Federal Home Loan Bank of New York and, to a lesser extent, proceeds from the sale of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.

Management regularly adjusts our investments in liquid assets based upon an assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our interest-rate risk and investment policies.

At March 31, 2024, we had $7.6 million in commitments to originate loans and unused lines of credit totaled $84.1 million. We anticipate that we will have sufficient funds available to meet our current loan origination and lines of credit commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2024 totaled $622.4 million. Management expects, based on historical experience, that a deposit relationship will be retained with a substantial portion of certificate holders. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of New York advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense. Available borrowing capacity at March 31, 2024 was $379.7 million with Federal Home Loan Bank of New York, a $30.0 million line of credit with a correspondent bank and a $3.2 million line of credit with the Federal Reserve Bank of New York. Total available borrowing capacity is 3.1 times total uninsured and uncollateralized deposits to third-party customers. The estimated fair market value of unencumbered securities totaled $280.6 million or 95.5% of the portfolio at March 31, 2024.

We are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to originate loans, unused lines of credit and standby letters of credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments that we do for on-balance sheet instruments. Management believes that our current sources of liquidity are more than sufficient to fulfill our obligations as of March 31, 2024 pursuant to off-balance-sheet arrangements and contractual obligations.

The Bank is subject to various regulatory capital requirements administered by the New Jersey Department of Banking and Insurance (“NJDOBI”) and the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2024, the Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines.


	Actual				Minimum Capital Adequacy				For Classification With Capital Buffer				For Classification as Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
March 31, 2024
Common equity tier 1	$	294,355	20.12	%	$	65,830	4.50	%	$	102,402	7.00	%	$	95,087	6.50	%
Tier 1 capital	294,355		20.12	%	87,773		6.00	%	124,345		8.50	%	117,030		8.00	%
Total capital	308,426		21.08	%	117,030		8.00	%	153,602		10.50	%	146,288		10.00	%
Tier 1 (leverage) capital	294,355		14.46	%	81,425		4.00	%	N/A		N/A		101,782		5.00	%
December 31, 2023
Common equity tier 1	$	296,238	20.13	%	$	66,219	4.50	%	$	103,008	7.00	%	$	95,650	6.50	%
Tier 1 capital	296,238		20.13	%	88,292		6.00	%	125,081		8.50	%	117,723		8.00	%
Total capital	310,853		21.12	%	117,723		8.00	%	154,512		10.50	%	147,154		10.00	%
Tier 1 (leverage) capital	296,238		14.31	%	82,798		4.00	%	N/A		N/A		103,497		5.00	%

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not engaged in any legal proceedings of a material nature at the present time. The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 1.A. RISK FACTORS

There have been no material changes in risk factors from those identified in the Annual Report on Form 10-K or Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES. USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table reports information regarding repurchases of our common stock during the quarter ended March 31, 2024, and the stock repurchase plans approved by our board of directors.


Period	Total Number of Shares Purchased (1)	Average Price paid Per Share	As part of Publicly Announced Plans or Programs	Yet to be Purchased Under the Plans or Programs (2)

January	225,600	$9.96	225,600	213,447

February	186,111	9.26	186,111	1,230,881
March (1)	144,642	9.07	120,341	1,110,540









Total	556,353	$9.49	532,052

(1) 24,301 shares were withheld to cover income taxes related to restricted stock vesting under our 2022 Equity Incentive Plan (“2022 Plan”). Shares withheld to pay income taxes are repurchased pursuant to the terms of the 2022 Plan and not under our share repurchase program.

(2) On February 21, 2024, the Company adopted its fourth repurchase program to repurchase up to 1,203,545 shares, or 5%, of its outstanding common stock. The fourth repurchase program has no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

During the first quarter of 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

ITEM 6. EXHIBITS

The following exhibits are either filed as part of this report or are incorporated herein by reference:


3.1			Amended and Restated Certificate of Incorporation of Blue Foundry Bancorp (Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-40619 ))
3.2			Bylaws of Blue Foundry Bancorp (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-254079))
4			Form of Common Stock Certificate of Blue Foundry Bancorp (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-254079))

21			Subsidiaries of Blue Foundry Bancorp
31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following materials from the Company’s Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLUE FOUNDRY BANCORP

Dated:

May 14, 2024

By:

/s/ James D. Nesci

James D. Nesci

Chief Executive Officer

(Principal Executive Officer)

Dated:

May 14, 2024

By:

/s/ Kelly Pecoraro

Kelly Pecoraro

Chief Financial Officer

(Principal Financial Officer)