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Blue Foundry (NASDAQ: BLFY) CEO gets 57K-share grant, 80K withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Blue Foundry Bancorp President and CEO James D. Nesci reported compensation-related equity activity in company stock. On March 25, 2026, he acquired 57,045 shares of Common Stock at $0.00 per share as a grant or award, reflecting vesting of performance shares at target under the merger agreement between Fulton Financial Corporation and Blue Foundry Bancorp.

On the same date, 80,297 Common shares were disposed of at $13.6435 per share to satisfy tax obligations, a withholding transaction rather than an open-market sale. After these transactions, Nesci directly held 113,178 Common shares, with additional indirect holdings through an IRA, ESOP, and 401(k). He also holds stock options over 570,450 underlying Common shares at an exercise price of $11.69 per share, expiring in October 2032, vesting ratably over seven years beginning in October 2023.

Positive

  • None.

Negative

  • None.

Insights

Routine CEO equity grant with tax withholding; no open-market trading.

The report shows James D. Nesci, President and CEO of Blue Foundry Bancorp, receiving 57,045 Common shares as a performance-based grant tied to the merger with Fulton Financial Corporation. This is standard executive equity compensation, recorded at $0.00 per share.

A separate entry disposes of 80,297 shares at $13.6435 per share to cover tax obligations, explicitly described as shares withheld by the issuer. This F-code transaction is not an open-market sale and carries limited signaling value about Nesci’s view of the stock.

The filing also lists stock options over 570,450 underlying shares at an exercise price of $11.69, vesting annually over seven years starting October 19, 2023 and expiring in October 2032. This indicates a substantial remaining long-term equity stake, suggesting these transactions are primarily administrative around compensation rather than portfolio rebalancing.

Insider Nesci James D
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 57,045 $0.00 --
Tax Withholding Common Stock 80,297 $13.6435 $1.10M
holding Stock Options -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 193,475 shares (Direct); Stock Options — 570,450 shares (Direct); Common Stock — 36,882 shares (Indirect, By IRA)
Footnotes (1)
  1. Vesting of performance shares at target in accordance with the Agreement and Plan of Merger by and between Fulton Financial Corporation and Blue Foundry Bancorp. Represents shares withheld by the issuer to satisfy tax obligations. Stock options vest ratably for seven years commencing on October 19, 2023.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nesci James D

(Last)(First)(Middle)
19 PARK AVENUE

(Street)
RUTHERFORD NEW JERSEY 07070

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Blue Foundry Bancorp [ BLFY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/25/2026A57,045(1)A$0193,475D
Common Stock03/25/2026F80,297(2)D$13.6435113,178D
Common Stock36,882IBy IRA
Common Stock11,772IBy ESOP
Common Stock8,500IBy 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$11.6910/19/202310/19/2032Common Stock570,450(3)570,450D
Explanation of Responses:
1. Vesting of performance shares at target in accordance with the Agreement and Plan of Merger by and between Fulton Financial Corporation and Blue Foundry Bancorp.
2. Represents shares withheld by the issuer to satisfy tax obligations.
3. Stock options vest ratably for seven years commencing on October 19, 2023.
Remarks:
/s/ Kelly Pecoraro, pursuant to Power of Attorney03/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did BLFY CEO James D. Nesci report in this Form 4?

James D. Nesci reported receiving a 57,045-share Common Stock grant and a separate 80,297-share disposition for taxes. These moves reflect equity compensation and tax withholding rather than open-market buying or selling of Blue Foundry Bancorp stock.

Was the BLFY CEO’s Form 4 transaction a stock sale or purchase?

The Form 4 does not show open-market purchases or sales. Nesci received 57,045 shares as a grant and had 80,297 shares withheld at $13.6435 per share to satisfy tax obligations, a non-market disposition rather than a discretionary stock sale.

How many Blue Foundry Bancorp shares does the CEO hold after these transactions?

After the reported transactions, James D. Nesci directly holds 113,178 Common shares of Blue Foundry Bancorp. He also has additional indirect holdings through an IRA, an ESOP, and a 401(k), as well as a large stock option position disclosed in the filing.

What stock option position for BLFY is disclosed for the CEO?

The filing lists stock options tied to 570,450 underlying Common shares at an exercise price of $11.69 per share. These options vest ratably over seven years beginning October 19, 2023, and expire on October 19, 2032, indicating a long-term incentive structure.

Why were 80,297 BLFY shares disposed of in the CEO’s Form 4?

The 80,297-share disposition at $13.6435 per share is identified as shares withheld by the issuer to satisfy tax obligations. This F-code transaction reflects mandatory tax withholding on equity compensation, not an elective sale into the market.