8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): APRIL 25, 2022

BLUE FOUNDRY BANCORP

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40619	86-2831373
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)
19 Park Avenue, Rutherford, New Jersey		07070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 939-5000

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading<br><br>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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 25, 2022, Blue Foundry Bancorp (the “Company”) issued a press release announcing the hiring of Kelly Pecoraro who will be joining the Company on May 9, 2022. Subsequently, Ms. Pecoraro is expected to be appointed as the Company’s Executive Vice President and Chief Financial Officer on May 18, 2022 at the meeting of the Company’s Board of Directors. Alex Agnoletto, who has been serving as interim principal financial officer, will remain as the Company’s Vice President and Controller.

Ms. Pecoraro, age 53, comes to the Company from Investors Bank where she served as Executive Vice President, Chief Accounting Officer and Comptroller from January 2019 until April 2022, when Investors Bank and its holding company, Investors Bancorp, Inc., were acquired by Citizens Financial Group, Inc. Ms. Pecoraro joined Investors Bank in May 2005 as part of the Financial Reporting team, holding various positions prior to becoming the Chief Accounting Officer in January 2010. Prior to joining Investors Bank, Ms. Pecoraro served as an audit professional at KPMG. Ms. Pecoraro received a Bachelor’s degree in Accounting from St. Peter’s College and is a Certified Public Accountant.

Ms. Pecoraro is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

The press release dated April 25, 2022 announcing the appointment of Ms. Pecoraro is attached hereto as Exhibit 99.1 and incorporated herein.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

99.1	Press release dated April 25, 2022
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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

	Blue Foundry Bancorp
DATE: April 25, 2022	By:	/s/ James D. Nesci
		James D. Nesci
		President and Chief Executive Officer

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

James D. Nesci

President and Chief Executive Officer

Blue Foundry Bank

201-972-8900

jnesci@BlueFoundryBank.com

Lindsay Erickson

Tierney Communications

610-331-2354

Lindsay.erickson@tierneyagency.com

Blue Foundry Bancorp Announces Kelly Pecoraro Will Join the Company

Seasoned finance executive brings years of leadership, accounting and management experience to the Company

RUTHERFORD, NJ – April 25, 2022 – Blue Foundry Bancorp (Nasdaq: BLFY) (the “Company”), announced today that Kelly Pecoraro will be joining Blue Foundry Bancorp on May 9, 2022. Subsequently, Ms. Pecoraro is expected to be appointed as the Company’s Executive Vice President and Chief Financial Officer on May 18, 2022 at the May meeting of the Company’s Board of Directors.

James D. Nesci, President and Chief Executive Officer stated, “We are excited to welcome Ms. Pecoraro to Blue Foundry’s executive leadership team. Her years of experience as a finance executive at a large, fast growing regional bank will prove to be invaluable at Blue Foundry.”

Ms. Pecoraro comes from Investors Bank where she served as Executive Vice President, Chief Accounting Officer and Comptroller of the $28 billion bank operating in the New York metropolitan area. This month Citizens Financial Group, Inc. completed its acquisition of Investors Bancorp, the holding company of Investors Bank. Prior to joining Investors Bank, Ms. Pecoraro served as an audit professional at KPMG. Ms. Pecoraro is a Certified Public Accountant.

Ms. Pecoraro commented, “I am eager to join Blue Foundry’s dynamic, inclusive, and energetic culture. I look forward to leveraging my experiences to support the Company at such an important juncture in their expansive history.”

About Blue Foundry Bancorp and Blue Foundry Bank

Blue Foundry Bancorp is the holding company for Blue Foundry Bank, a place where things are made, purpose is formed, and ideas are crafted. Headquartered in Rutherford NJ, with presence in Bergen, Essex, Hudson, Morris, Passaic and Somerset counties, Blue Foundry Bank is a full-service, progressive bank serving the doers, movers, and

Exhibit 99.1

shakers in our communities. We offer individuals and businesses alike the tailored products and services they need to build their futures. With a rich history dating back more than 145 years, Blue Foundry Bank has a longstanding commitment to its customers and communities. To learn more about Blue Foundry Bank visit BlueFoundryBank.com or call (888) 931-BLUE. Member FDIC.

Forward Looking Statements

This press release may contain certain forward-looking statements about the Company. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They may or may not include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include conditions related to the global coronavirus pandemic, changes in the interest rate environment, changes in the rate of inflation, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and its subsidiaries are engaged.