Blue Foundry Bancorp (BLFY) S-1/AIPO registration (amended)

As filed with the Securities and Exchange Commission on May 5, 2021

Registration No. 333-254079

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2

TO THE

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Blue Foundry Bancorp

Blue Foundry Bank 401(k) Savings Plan

(Exact Name of Registrant as Specified in Its Charter)

19 Park Avenue

Rutherford, New Jersey 07070

(201) 939-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James D. Nesci

President and Chief Executive Officer

Blue Foundry Bancorp

19 Park Avenue

Rutherford, New Jersey 07070

(201) 939-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☒

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

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

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

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

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 to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Interests in

BLUE FOUNDRY BANK

401(k) PLAN

Offering of Participation Interests of up to 770,819 Shares of

BLUE FOUNDRY BANCORP

common stock

Blue Foundry Bancorp, a Delaware corporation, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Blue Foundry, MHC from the mutual holding company to the stock holding company form of organization, (the “Conversion”). Blue Foundry Bancorp is the holding company of Blue Foundry Bank. Following the Conversion, it is expected that shares of Blue Foundry Bancorp common stock (“common stock”) will be listed on the Nasdaq Global Select Market under the symbol “BLFY.”

In connection with the stock offering, Blue Foundry Bancorp is allowing participants in the Blue Foundry Bank 401(k) Plan (the “401(k) Plan”) to make an election to purchase participation interests in shares of Blue Foundry Bancorp common stock through the 401(k) Plan. Based on the value of the 401(k) Plan assets at April 1, 2021, the trustee of the 401(k) Plan could purchase up to 770,819 shares of Blue Foundry Bancorp common stock, assuming a purchase price of $10.00 per share. As a participant in the 401(k) Plan, you may direct the trustee of the 401(k) Plan to invest up to 50% of your 401(k) Plan account in Blue Foundry Bancorp common stock at the time of the stock offering. This prospectus supplement relates to the election of 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest their 401(k) Plan accounts in Blue Foundry Bancorp common stock at the time of the stock offering.

Before you consider investing, you should read the prospectus of Blue Foundry Bancorp dated [date], which is provided with this prospectus supplement. It contains detailed information regarding the Conversion and related stock offering of Blue Foundry Bancorp and the financial condition, results of operations and business of Blue Foundry Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page 1 of the prospectus supplement and page 18 of the accompanying prospectus.

The interests in the 401(k) Plan and the offering of the shares of Blue Foundry Bancorp common stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, the New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered in this prospectus supplement are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by Blue Foundry Bancorp in the stock offering of Blue Foundry Bancorp common stock acquired by the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of Blue Foundry Bancorp common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the prospectus. Blue Foundry Bancorp, Blue Foundry Bank and the 401(k) Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of Blue Foundry Bancorp common stock shall under any circumstances imply that there has been no change in the affairs of Blue Foundry Bancorp, Blue Foundry Bank, or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [date].

TABLE OF CONTENTS

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page 18 of the attached prospectus, you should also consider the following:

If you elect to purchase Blue Foundry Bancorp common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.

If you elect to purchase Blue Foundry Bancorp common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated dollar amount within your 401(k) Plan account pro rata among your investment fund balances. If the stock offering is oversubscribed (i.e., there are more orders for Blue Foundry Bancorp common stock than shares available for sale in the stock offering) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase Blue Foundry Bancorp common stock, the funds that cannot be invested in Blue Foundry Bancorp common stock, and any interest earned on those funds, will be reinvested in your existing investment funds of the 401(k) Plan, according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a portion of each of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all of the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See “The Offering – Purchases in the Stock Offering and Oversubscriptions” in this prospectus supplement.

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DESCRIPTION OF THE PLAN

Introduction

Blue Foundry Bank originally adopted the Blue Foundry Bank 401(k) Plan (the “401(k) Plan”) effective as of May 1, 1994. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

Blue Foundry Bank intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Blue Foundry Bank will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

Employee Retirement Income Security Act (“ERISA”). The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except for the funding requirements contained in Part 3 of Title I of ERISA which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan administrator c/o Pentegra Services, Inc., 701 Westchester Avenue, Suite 320E, White Plains, New York 10604; (800) 872-3473. You are urged to read carefully the full text of the 401(k) Plan.

Eligibility and Participation

Employees who are at least age 18 years of age are eligible to enter the 401(k) Plan on the first day of the next month in order to make employee deferrals and receive safe-harbor matching contributions. Employees of Blue Foundry Bank who are at least 18 years of age and have worked at least 1,000 hours during a twelve month period are eligible to enter the 401(k) Plan on the first day of the next month following the date on which the employee satisfies these eligibility requirements in order to receive profit sharing contributions. All employees except for employees who are classified as “Flex Staff Employees” are eligible to participate in the 401(k) Plan upon meeting the eligibility requirements. The “Plan Year” is January 1 to December 31.

As of April 1, 2021, there were approximately 185 employees and former employees eligible to participate in the 401(k) Plan.

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Contributions Under the Plan

Salary Deferrals. Eligible employees will automatically have 3% of their salary initially deferred as a pre-tax contribution. The automatic deferral percentage will increase 1% each year until the employee’s deferral percentage equals six percent. However, you may elect to change or stop the automatic deferral at any time. You are permitted to defer, on a pre-tax basis, up to 100% of your compensation, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on your behalf. You may further elect to designate your salary deferrals as pre-tax contributions or after-tax Roth contributions. For purposes of the 401(k) Plan, “compensation” means your total wages received from Blue Foundry Bank, with all pre-tax contributions added, that are reported on a Form W-2. “Compensation” includes your total taxable wages or salary, including any salary deferrals under the 401(k) Plan or any other pre-tax salary reduction contributions you may make to any other plans maintained by Blue Foundry Bank. In 2021, the annual compensation of each participant taken into account under the 401(k) Plan is limited to $290,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Code). You may elect to modify the amount contributed to the 401(k) Plan by filing a new elective deferral agreement with the 401(k) Plan administrator at the beginning of the next payroll period.

Employer Matching Contributions. Blue Foundry Bank will make matching contributions to the 401(k) Plan, equal to 100% of the amount contributed for the first 4% of the participant’s plan compensation, plus 50% of the amount contributed between 4% and 6% of the participant’s plan compensation.

Discretionary Employer Contributions. Blue Foundry Bank may make discretionary employer contributions to the 401(k) Plan.

Qualified Non-Elective Contributions. Blue Foundry Bank may also make discretionary qualified non-elective contributions (“QNEC”) to the 401(k) Plan. You will be automatically 100% vested in any QNECs.

Rollover Contributions. You are permitted to make rollover contributions to the 401(k) Plan.

Limitations on Contributions

Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2021, the amount of your before-tax contributions may not exceed $19,500 per calendar year. In addition, if you are at least 50 years old in 2021, you will be able to make a “catch-up” contribution of up to $6,500 in addition to the $19,500 limit. The “catch-up” contribution limit may be adjusted periodically by law, based on changes in the cost of living. Contributions in excess of these limits, as applicable to you, are known as excess deferrals. If you defer amounts in excess of these limitations, as applicable to you, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

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Contribution Limit. Generally, the law imposes a maximum limit on the amount of contributions you may receive under the 401(k) Plan. This limit applies to all contributions to the 401(k) Plan, including your salary deferrals and all other employer contributions made on your behalf during the year, excluding earnings and any transfers/rollovers. For the Plan Year beginning January 1, 2021, this total cannot exceed the lesser of $58,000 or 100% of your annual base compensation.

Benefits Under the Plan

Vesting. At all times, you have a fully vested, nonforfeitable interest in the salary deferrals you have made to the 401(k) Plan and in any employer safe harbor contributions made to your 401(k) Plan account by Blue Foundry Bank. Prior employer matching contributions (except for QNECs and safe harbor contributions) are subject to a three-year vesting schedule such that you will become 25% vested after one year of service, 50% vested after two years of service and 100% after three years of service. Profit sharing contributions also vest over three years, but are 0% vested for the first three years and are 100% after you complete three years of service. In the event of your death, disability or attainment of the normal retirement age, all of your employer contributions would immediately become 100% vested.

Withdrawals and Distributions from the Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan prior to the participant’s termination of employment with the employer.

Withdrawals upon Termination. You may request a distribution from your account following your termination of employment. Following your termination, you may elect to leave your account balance in the 401(k) Plan and defer commencement of receipt of your vested balance until no later than April 1^st of the calendar year following the calendar year in which you attain age 72. Notwithstanding the foregoing, if the value of your vested account balance does not exceed $5,000, your vested account balance will be distributed from the 401(k) Plan, whether or not you consent.

Withdrawal upon Disability.    If you are disabled in accordance with the definition of disability under the 401(k) Plan, you will be entitled to the same withdrawal rights as if you had terminated your employment.

Withdrawal upon Death. If you die while you are a participant in the 401(k) Plan, the value of your entire account will be payable to your beneficiary in accordance with the 401(k) Plan.

In-Service Distribution. While employed, you are eligible to receive an in-service distribution from your account after your attainment of age 59¹⁄₂. However, you will be eligible to request a distribution of your rollover contributions at any time.

Hardship. In the event you incur a financial hardship, you may request an in-service withdrawal of a portion of your Plan account attributable to your salary deferrals.

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Participant Loans. Participant loans are allowed in accordance with the 401(k) Plan’s participant loan procedures.

Form of Distribution. You may elect to have your benefits under the 401(k) Plan distributed to you or your beneficiary in a single lump-sum payment or in equal annual installments over a set number of years.

Investment of Contributions and Account Balances

All amounts credited to your account under the 401(k) Plan are held in the 401(k) Plan trust, which is administered by the trustee of the 401(k) Plan. Prior to the effective date of the stock offering, you are currently provided the opportunity to direct the investment of your account into the following investment options:

In connection with the stock offering, the 401(k) Plan now provides that in addition to the investment options specified above, you may direct the trustee, or its representative, to invest a portion of your account in shares of Blue Foundry Bancorp common stock.

Performance History and Description of Funds

The following provides performance data with respect to the investment options available under the 401(k) Plan:

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The following is a description of each of the 401(k) Plan’s investment funds and other investments:

BlackRock LifePath Index Funds K. The series’ investment objective is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, each fund of the series is broadly diversified across global asset classes, as reflected in the underlying holdings of BlackRock Index Funds, with asset allocations becoming more conservative over time, investing a greater percentage of assets in fixed-income funds. Under normal circumstances, the asset allocation of fund in the series will change over time according to a predetermined glide path as each fund approaches its respective target date. However, BlackRock may adjust the proportion of equity and fixed-income index funds in each LifePath fund based on an assessment of the current market conditions, the potential contribution of each asset class to the expected risk and return characteristics of each fund in the series, and other factors, although such adjustments will be limited. At the target year, the funds merge into the LifePath Index Retirement Fund which is the endpoint of the glide path and whose allocation remains static with 40% of assets invested in equity and 60%of assets invested in fixed-income.

Vanguard Value Index Admiral. This is a passively managed (indexed) large-cap value fund. The fund seeks to track the performance of the CRSP U.S. Large Value Index, an index that measures the investment return of large-capitalization value stocks. The fund uses a full replication approach and holds all the stocks in the index at comparable weights.

Vanguard 500 Index Admiral. This is a large-cap core fund. The fund seeks investment results that correspond to the total return (i.e., the combination of capital changes and income) of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 Index (S&P 500), while keeping transaction cost and other expenses lower.

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Vanguard Growth Index Admiral. The investment seeks to track the performance of a benchmark index that measures the investment return of large-capitalization value stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP U.S. Large Cap Growth Index, a broadly diversified index predominantly made up of value stocks of large U.S. companies. It attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Vanguard Mid Cap Index Admiral. The investment seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP U.S. Mid Cap Index, a broadly diversified index of stocks of mid-size U.S. companies. It attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Vanguard Small Cap Index Admiral. The investment seeks to track the performance of a benchmark index that measures the investment return of small-capitalization stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP U.S. Small Cap Index, a broadly diversified index of stocks of small U.S. companies. It attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Vanguard Total International Stock Index Admiral. This is an international (non-U.S.) large-cap blend equity fund that seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in developed and emerging markets, excluding the United States. The fund employs a “passive-management”-or indexing-investment approach designed to track the performance of the FTSE Global All Cap ex U.S. Index. The fund utilizes a representative sampling approach to track its benchmark index.

Vanguard Real Estate Index Admiral. The fund seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index (MSCI US Investable Market Real Estate 25/50 Index) that measures the performance of publicly traded equity REITs and other real estate-related investments. The fund seeks to track the index using a full replication approach.

Reliance MetLife Stable Value Fund. This is a stable value offering that is designed to provide safety and preservation of principal and accumulated interest for participant-initiated transactions. The interest credited to balances in the fund will reflect both current market conditions and performance of the underlying investments in the fund. MetLife provides the book value wrapper for this fund. The fund typically uses a multi-manager approach for investing its assets in a combination of fixed-income securities and guaranteed interest contracts.

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Dodge & Cox Income. The investment seeks a high and stable rate of current income, consistent with long- term preservation of capital. The fund invests in a diversified portfolio of high-quality bonds and other debt securities. Normally, the fund will invest at least 80% of its total assets in the following categories: debt obligations issued or guaranteed by the U.S. government, its agencies or GSEs; investment-grade debt securities; unrated securities if deemed to be of investment-grade quality by Dodge & Cox; and bankers’ acceptances, bank certificates of deposit, repurchase agreements, and commercial paper.

Federated Hermes Institutional High Yield Bond R6. This fund pursues a high level of current income and Invests in below-investment-grade securities, providing exposure to the higher-yielding, lower-rated, corporate bond market. The portfolio management team conducts bottom-up fundamental analysis focusing on the quality of an issuer’s underlying business. The ultimate goal is to construct a portfolio of strong and stable operating companies that have a competitive advantage within their respective industry and high free cash flow to debt.

Investors should carefully consider a mutual fund’s investment objectives, risks, charges, and expenses prior to investing. A prospectus, or summary prospectus if available, containing this and other information can be obtained by contacting the 401(k) Plan administrator. Read the prospectus carefully before investing.

Before directing retirement funds to a separate account, investors should carefully consider the investment objectives, risks, charges, and expenses of the separate account as well as their individual risk tolerance, time horizon and goals. For additional information, contact the 401(k) Plan administrator.

Blue Foundry Bancorp Stock Fund. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest all or a portion of your 401(k) Plan account in Blue Foundry Bancorp common stock. The trustee will use all amounts elected by participants to acquire shares of Blue Foundry Bancorp common stock in the reorganization and common stock offering. Your purchased shares will be held within the 401(k) Plan by the Blue Foundry Bancorp Stock Fund. The Blue Foundry Bancorp Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by the participants in the stock offering through the 401(k) Plan. The Blue Foundry Bancorp Stock Fund will consist solely of shares of Blue Foundry Bancorp common stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price). Your interest in the Blue Foundry Bancorp Stock Fund will be denominated in shares of Blue Foundry Bancorp common stock. After the stock offering, the 401(k) Plan will also maintain a Stock Liquidity Fund. New contributions or transfers of funds into the Blue Foundry Bancorp Stock Fund will first be held in the Stock Liquidity Fund. Once the shares are purchased, they will be transferred into the Blue Foundry Bancorp Stock Fund.

As of the date of this prospectus supplement, there is no established market for Blue Foundry Bancorp common stock. Accordingly, there is no record of the historical performance of the Blue Foundry Bancorp Stock Fund. Performance of the Blue Foundry Bancorp Stock Fund depends on a number of factors, including the financial condition and profitability of Blue Foundry Bancorp and Blue Foundry Bank and market conditions for shares of Blue Foundry Bancorp common stock generally.

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Investment in Blue Foundry Bancorp common stock involves risks common to investments in the shares of stock. For a discussion of material risks you should consider, see “Risk Factors” of this prospectus supplement, “Risk Factors” beginning on page 18 of the attached prospectus, and the section of this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” below.

You may elect to have both past contributions and earnings, as well as future contributions to your account invested among the options listed above, including the Blue Foundry Bancorp Stock Fund. Transfers of past contributions and the earnings thereon do not affect the investment mix of future contributions. You may change your investment directions at any time.

An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above. Please note that the MetLife Stable Value Fund is not a mutual fund, but rather a capital preservation fund.

Administration of the Plan

The Trustee and Custodian. Pentegra Trust Company serves as trustee of, and Reliance Trust Company as custodian for all the investment funds under, the 401(k) Plan.

Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by Pentegra Services, Inc. The address of the 401(k) Plan administrator is 701 Westchester Avenue, Suite 320E, White Plains, New York 10604, telephone number is (800) 872-3473. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

It is the intention of Blue Foundry Bank to continue the 401(k) Plan indefinitely. Nevertheless, Blue Foundry Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your account. Blue Foundry Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Blue Foundry Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

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Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you would, if either the 401(k) Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had then terminated.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

Blue Foundry Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59¹⁄₂, and consists of the balance credited to participants under the 401(k) Plan and all other profit sharing plans, if any, maintained by Blue Foundry Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by Blue Foundry Bank, which is included in the distribution.

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Blue Foundry Bancorp common stock Included in Lump-Sum Distribution. If a lump-sum distribution includes Blue Foundry Bancorp common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Blue Foundry Bancorp common stock; that is, the excess of the value of Blue Foundry Bancorp common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Blue Foundry Bancorp common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Blue Foundry Bancorp common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Blue Foundry Bancorp common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Blue Foundry Bancorp common stock. Any gain on a subsequent sale or other taxable disposition of Blue Foundry Bancorp common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered short- or long-term capital gain depending on the holding period of the Blue Foundry Bancorp common stock from the distribution date. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

Federal law provides specific rights concerning investments in employer securities. Because you may in the future have investments in Blue Foundry Bancorp common stock under the 401(k) Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in Blue Foundry Bancorp common stock from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan administrator shown above for specific information regarding this right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the 401(k) Plan are available to you if you decide to diversify out of your investment in Blue Foundry Bancorp common stock.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

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In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in employer common stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional Employee Retirement Income Security Act (“ERISA”) Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Blue Foundry Bank, the 401(k) Plan administrator, or the 401(k) Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.

Because you will be entitled to invest all or a portion of your account balance in the 401(k) Plan in Blue Foundry Bancorp common stock, the regulations under Section 404(c) of the ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to Blue Foundry Bancorp common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as Blue Foundry Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Blue Foundry Bancorp, a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of Blue Foundry Bancorp’s fiscal year. Discretionary transactions in and beneficial ownership of Blue Foundry Bancorp common stock by officers, directors and persons beneficially owning more than 10% of Blue Foundry Bancorp common stock generally must be reported to the Securities and Exchange Commission by such individuals.

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In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Blue Foundry Bancorp of profits realized by an officer, director or any person beneficially owning more than 10% of Blue Foundry Bancorp common stock resulting from non-exempt purchases and sales of Blue Foundry Bancorp common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of Blue Foundry Bancorp common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of Blue Foundry Bancorp common stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases of Blue Foundry Bancorp common stock for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

Financial information representing the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits at December  31, 2020, is available upon written request to the 401(k) Plan administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of Blue Foundry Bancorp common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to Blue Foundry Bank in connection with Blue Foundry Bancorp’s stock offering.

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PROSPECTUS

Blue Foundry Bancorp

(Proposed Holding Company for Blue Foundry Bank)

Up to 27,772,500 Shares of Common Stock

Blue Foundry Bancorp, a Delaware corporation, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Blue Foundry, MHC from the mutual holding company to the stock holding company form of organization. There are currently no shares of our common stock held by public shareholders. We expect to list our common stock on the Nasdaq Global Select Market under the symbol “BLFY.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The shares of common stock are first being offered in a subscription offering to eligible depositors and tax-qualified employee benefit plans of Blue Foundry Bank. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to residents of the communities served by Blue Foundry Bank. Any shares of common stock not purchased in the subscription or community offerings may be offered to the public through a syndicated community offering or in a separate firm commitment underwritten public offering.

We may sell up to 27,772,500 shares of common stock because of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 17,850,000 shares to complete the stock offering. In addition to the shares that we will sell in the stock offering, we intend to establish a charitable foundation in connection with the conversion and contribute to it 750,000 shares and $1.5 million in cash.

The minimum order is 25 shares. No individual may purchase more than 40,000 shares. The subscription offering will expire at 2:00 p.m., Eastern Time, on June 15, 2021. We expect that the community offering, if held, will terminate at the same time. We may extend the expiration date without notice to you until July 30, 2021, or longer if the Federal Reserve Board approves a later date. Once submitted, orders are irrevocable unless the subscription and community offerings are terminated or extended beyond July 30, 2021, or the number of shares of common stock to be sold is increased to more than 27,772,500 shares or decreased to less than 17,850,000 shares. In these instances, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock will be returned promptly with interest. Funds received in the subscription and the community offerings will be held in a segregated account at Blue Foundry Bank and will earn interest at 0.05% per annum until completion or termination of the stock offering.

Keefe, Bruyette & Woods, Inc. will assist us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole manager for any syndicated community offering or firm commitment underwritten public offering. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of common stock that are sold in the stock offering.

OFFERING SUMMARY

Price: $10.00 per Share

This investment involves a degree of risk, including the possible loss of principal.

Please read “Risk Factors” beginning on page 18.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For assistance, please contact the Stock Information Center at

1 (844) 265-9680.

The date of this prospectus is [Prospectus date].

TABLE OF CONTENTS

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SUMMARY

The following summary provides material information about the conversion and the stock offering, but it may not contain all of the information that is important to you. Before making an investment decision, you should read carefully this entire document, including the consolidated financial statements that appear starting on page F-1 of this prospectus and the notes thereto and the section entitled “Risk Factors.”

In this prospectus, the terms “we,” “our,” and “us” refer to Blue Foundry, MHC, Blue Foundry Bancorp, Blue Foundry Bancorp–NJ and Blue Foundry Bank unless the context indicates another meaning.

Blue Foundry Bank

Blue Foundry Bank is a New Jersey-chartered stock savings bank headquartered in Rutherford, New Jersey that operates 17 branches in Bergen, Morris, Essex and Passaic Counties, New Jersey. In addition, we have a new proposed de novo branch in Jersey City, New Jersey, that has received regulatory approval and which we anticipate will be opened early in the fourth quarter of 2021. At December 31, 2020, Blue Foundry Bank had assets of $1.94 billion, deposits of $1.36 billion and total shareholders’ equity of $205.6 million.

Blue Foundry Bank was formed in 1939 as Boiling Springs Savings & Loan Association through the combination of the Rutherford Mutual Loan and Building Association (which had been founded in the 1870s to provide thrift and home financing services to a growing community) and the East Rutherford Savings, Loan and Building Association.

In 1992, Boiling Springs Savings & Loan Association converted to a New Jersey-chartered mutual savings bank, and, in 1999, Boiling Springs Savings Bank reorganized into the mutual holding company form of organization. Boiling Springs Savings Bank’s name was changed to Blue Foundry Bank in 2019. Currently, Blue Foundry Bank is the wholly-owned subsidiary of Blue Foundry Bancorp, a New Jersey corporation (“Blue Foundry Bancorp–NJ”), which is the wholly-owned subsidiary of Blue Foundry, MHC, a New Jersey mutual holding company.

Blue Foundry Bank’s main office is located at 19 Park Avenue, Rutherford, New Jersey 07070. Our website address is www.bluefoundrybank.com. Information on our website is not and should not be considered a part of this prospectus.

Blue Foundry Bancorp

Blue Foundry Bancorp is a newly formed Delaware corporation that will own all of the outstanding shares of common stock of Blue Foundry Bank upon completion of the mutual-to-stock conversion of Blue Foundry, MHC and the stock offering. Blue Foundry Bancorp has not engaged in any business to date.

The administrative headquarters of Blue Foundry Bancorp will be located at 7 Sylvan Way, Suite 200, Parsippany, New Jersey 07054, upon the completion of our relocation, which is currently scheduled for spring 2021. Our telephone number is (201) 939-6600.

Conversion of Blue Foundry, MHC

Pursuant to the terms of Blue Foundry, MHC’s plan of conversion, Blue Foundry, MHC will convert from the mutual holding company to the stock holding company corporate structure. Upon the completion of the conversion, Blue Foundry, MHC and Blue Foundry Bancorp–NJ will cease to exist, and Blue Foundry Bank will be a wholly owned subsidiary of Blue Foundry Bancorp. At present, all depositors of Blue Foundry Bank have voting rights in Blue Foundry, MHC as to all matters requiring depositor approval. Upon completion of the conversion, depositors of Blue Foundry Bank will cease to have any voting rights in Blue Foundry, MHC and all voting rights in Blue Foundry Bank will be vested in Blue Foundry Bancorp as the sole shareholder of Blue Foundry Bank. The shareholders of Blue Foundry Bancorp will possess exclusive voting rights with respect to Blue Foundry Bancorp common stock.

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The following diagram shows our current organizational structure:

After the conversion and offering are completed, we will be organized as a public stock holding company, with the stock of Blue Foundry Bancorp held as follows:

Our Business and Franchise

For over 80 years, we have served the local communities where we operate and have deep and longstanding relationships with our business and retail customers as well as local municipalities. In recent years, in recognition of the economic, social and technological developments that are impacting the banking industry, we began a process of modernizing Blue Foundry Bank in an effort to thrive in this evolving landscape. As part of these efforts, we rebranded ourselves in 2019 as Blue Foundry Bank and have recruited a substantially new management team, enhanced our business practices, streamlined our expense structure and repositioned our business strategy. We believe our look, feel and boutique approach has positioned us for success with our customers and that the actions we have taken will allow us to produce strong financial results.

Blue Foundry Bank’s principal business consists of originating loans for one-to-four family residential properties, home equity loans and lines of credit, commercial real estate, multi-family, construction, commercial and industrial, and other consumer loans in the market areas surrounding our branch footprint. In addition, we often lend outside of our branch network in more densely populated and metropolitan areas, which benefits us by diversifying our lending. We attract retail deposits from the general public in the areas surrounding our main office and branches, offering a wide variety of deposit products. We also invest in investment securities. Our revenues are derived primarily from interest on loans and, to a lesser extent, interest on investment as well as mortgage-backed securities. Our primary sources of funds are deposits, borrowings and principal and interest payments on loans and securities.

Our Competitive Strengths

Well-positioned in attractive northern New Jersey market. Our market area includes the New Jersey counties of Bergen, Morris, Essex, Passaic and Hudson. These counties are part of one of the largest banking markets in the country, with a high concentration of successful businesses and affluent, highly educated and financially sophisticated individuals. Our over 80-year history operating in these markets has provided us with a familiarity with our local communities and customer base. Our employees have been trained to focus on customer service and utilize our significantly upgraded technology infrastructure to provide our customers with the financial products best suited to their needs. In recent years, these markets have seen a significant amount of consolidation among its banking institutions, resulting in opportunities to pursue customer relationships that may have been disrupted as a result of this consolidation.

We have hired and retained a management team supported by a committed workforce. Blue Foundry Bank hired James Nesci as its Chief Executive Officer in April 2018. Over the last several years, Mr. Nesci, with the guidance of the Board of Directors, has hired certain new senior level management, while retaining certain other key senior officers, all of whom understand and are engaged in implementing Blue Foundry Bank’s new focus and direction. In addition to their experience at Blue Foundry Bank, most of our executive officers have had prior management experience at other financial institutions, including with publicly traded banking companies. Specifically, over the course of the last three years we have retained new executives in the following positions: Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Technology Officer, Chief Retail Officer, Chief Risk Officer and Chief Marketing Officer. Additionally, we recently added a new board member whose experience with investment management, investment banking and the financial institutions industry brings valuable skills to our board. Our leadership team is supported by a high quality, highly motivated and diverse set of managers and employees who are committed to customer service and the new focus and vision of Blue Foundry Bank.

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In assembling our management team, we have sought out people whose skill sets go beyond those normally found in the traditional banking model. Key executives were selected based on their ability to deliver services similar to a modern-day web-based retailer, in addition to their knowledge and skills regarding traditional banking matters, to help us take advantage of what we believe will be the continued movement of banking services towards more electronic delivery. They bring significant knowledge related to selling consumer goods utilizing best in class digital platforms. Physical locations serve a different purpose for our bank. Customer interactions may be started online and then completed in a branch or vice-versa. We believe flexibility is a key differentiator for us and one of the major tenets around which Blue Foundry Bank is built.

We have invested in technological innovation. Over the last several years, we have modernized our technology architecture and significantly enhanced our ability to innovate and promote new products, services and technology that distinguish us from many of our peers. We believe the technological investments that we have made facilitate and support our future growth. We have improved our digital platforms for the ease of use of customers and potential customers and we have access to real-time information that enhances our ability to make rapid and well-informed decisions. By enhancing our technology, we believe we are able to develop, test and deploy new features and products more quickly and efficiently than many of our peers.

In addition, during the early stages of the COVID-19 global pandemic, we were able to quickly transition our workforce to work remotely, as needed. Our technology team worked closely with senior management to ensure that the proper systems and applications were in place to support a secure remote work environment while meeting the unprecedented increase in customer needs resulting from the pandemic. Due to this flexibility, we now have the ability to cross-train employees rapidly and move labor to meet constantly shifting customer demands.

Our investment in technology includes installing a multi-redundant, cloud-based network, running on a private global infrastructure with more than 60 points of presence. There are numerous advantages embedded in this solution, including security, cost, scalability and ease of management. We believe this network provides us with extraordinary reliability and redundancy. We have utilized software-as-a-solution applications whenever possible. Our data has been migrated to a leading global provider of cloud storage services. Nearly all paper files have been converted to an indexed digitized format. Our telephone system is also cloud-based, allowing employees to work securely and remotely from nearly anywhere.

Our newly deployed technology architecture leads to our next major tenet – buy vs build whenever possible. When customer needs change rapidly, so does our need for new applications. When the Payroll Protection Program (“PPP”) was announced, we were able to purchase and deploy the required system application to participate. Within days we trained our staff and installed a new loan origination system that was connected to the Small Business Administration (the “SBA”). Because of this flexibility within our workforce and infrastructure, we were able to assist hundreds of small businesses.

Optimization of our real estate footprint and retail distribution network. We have taken action to ensure our real estate footprint is appropriate for our needs as a growing bank and appropriate for the modern age of banking. As such, we are under contract to sell our former headquarters building in Rutherford and have plans to occupy our new administrative headquarters building in Parsippany, New Jersey in the spring of 2021. Our new facility is conveniently located near major highways and population centers in northern New Jersey and has a contemporary design that assists in attracting and retaining qualified personnel. In addition, we have repositioned our branch footprint, closing certain branches, and opening new branches in locations where we believe we will prosper. Our branches have a modern look and feel that allows us to offer a boutique banking experience to both our business and retail customers. Coupled with our technological offerings, we are providing our customers a very competitive banking experience with access to a fully integrated, comprehensive suite of products and services that is superior to many of our competitors. Additionally, the actions we have taken with regard to our real estate footprint position us to maximize financial returns in the future.

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Our branching strategy focuses on our next major tenet – customer migration patterns. Northern New Jersey is home to more than three million residents and thousands of small businesses. We look to locate our branches in densely populated urban cities and affluent suburban towns within top school districts. This allows us to diversify our customer base along many demographics including age, household income, mobility and occupation. We believe a diverse customer base is important to building a strong community bank. As our customers’ families grow and real estate needs change, we will be there for them as the bank they know and trust.

Our experienced, diverse and customer focused employee base. We have an established corporate culture based on personal accountability, high ethical standards and a commitment to training and career development. We will continue to look to opportunistically hire talented bankers and employees with an emphasis on recruiting highly motivated, diverse managers and employees who can establish and maintain long-term customer relationships that are key to our business, brand and culture.

Business Strategy

Our goal is to position Blue Foundry Bancorp to prosper in an evolving financial services landscape and enhance our position as one of the leading community banking institutions in our market. We intend to continue to provide a broad array of banking and other financial services to retail, commercial and small business customers while growing our presence in our markets and expanding our franchise. In recent years, we have focused on, and invested heavily in, our technology and infrastructure to improve our delivery channels and create competitive products and services, a strong workforce and an enhanced awareness of our banking brand in our market area.

As a result, we believe we are well positioned to capitalize on the opportunities available in our market by focusing on the following core strategies.

Repositioning our Business Mix: Focus on building commercial and small-business relationships. We focus on understanding our customers’ and potential customers’ financial needs and providing a wide variety of high-quality products and solutions through a collaborative approach that intends to create long-term relationships. Our goal is to continue to evolve from a traditional savings bank focusing on residential lending to a full-service commercial bank with an emphasis on providing products and services to commercial and small businesses in our market area. We believe pursuing this strategy will allow us to both grow and diversify our business mix while providing us with the best opportunities to drive strong financial returns. We intend to pursue these commercial relationships through the lending personnel that we have recruited and continue to recruit, who have the experience and relationships necessary to build this business as well as through cultural changes that have been made across the organization that emphasize our goal of pursuing this strategy. Further, our investment in technology is intended to facilitate the delivery of consumer and business solutions without the need for traditional sales channels.

Recently, we were approved by the SBA to provide loans under the 7(a) Loan Program, the SBA’s most common loan program, and we may also originate loans under the SBA’s 504 Loan Program. We believe providing 7(a) loans and 504 loans as well as traditional commercial and industrial loans and lines of credit will allow us to provide needed funding to our business communities, which will increase deposits. Often, these borrowers also keep deposits at their loan providers.

Growing our Business: Developing new customer relationships and deepening existing relationships. We seek to expand our market share in existing and contiguous markets by leveraging our distinctive brand and delivering high-quality solutions through a collaborative, relationship-based approach. Our relationship-based approach has enabled us to achieve disciplined organic growth, and we expect this trend to continue. We believe our support of small business and non-profit customers in obtaining funding beginning in April 2020 under the PPP demonstrates both our commitment and capacity to meet our customers’ needs. Through December 31, 2020, we originated approximately 575 PPP loans, representing $57.2 million. Although many of our PPP borrowers were only recently introduced to our bank through this program, we have been able to successfully establish and maintain a significant number of these new client relationships.

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Building our customer relationships around low and no cost products is part of our relationship expansion strategy. Our “Blue” products, including Blue Axis Checking, Blue Axis Connect, Blue Axis Savings, and Blue Carbon Business Checking are designed to be low cost to the consumer or business, while providing us with lower interest rate deposits. Our consumer deposit products are designed to be easy to open in person or online. Our commercial deposit products include many features without fees that would customarily be included.

Leverage technology to enhance customer experience and drive operating efficiencies. We have made significant investments in our technology infrastructure to deliver high-quality, innovative products and services to our customers. For example, we have recently upgraded our mobile banking platform for both consumer and commercial customers. In addition, we have invested in our new commercial lending origination system and platform, and we intend to continue to improve our consumer lending origination platform. We are committed to continue investing in technology and data analytics. We believe these investments will differentiate us with our target customers, which will generate significant operating leverage as we grow.

Continuing to invest and optimize our facilities and expand our branch network through selective de novo branching. Recently, we have been enhancing and optimizing both our facilities and branch network. We have optimized our branch footprint though the utilization of a new forward-thinking branch model and intend to continue our strategy to broaden our existing branch network by expanding into new markets and broadening our geographic footprint. In November 2020, we relocated our branch office in Rutherford, New Jersey, continuing our strategy of operating in high density areas with vibrant commercial corridors and main streets. We also plan to continue to open additional new branches in desirable locations in attractive growth markets. New branches will feature modern design elements focused on open and efficient use of space.

Branch efficiency has been built into our locations. All branches currently employ new multifunction automated teller machines that are designed to be compatible with new services as they become available. Further, all branches utilize teller cash recycling machines to further enhance efficiency.

Pursue opportunistic acquisitions and partnerships. We intend to prudently pursue opportunities to acquire banks in our existing and contiguous markets that create attractive financial returns. Our focus will primarily be on franchises that enhance our funding profile, product capabilities or geographic density, while maintaining an acceptable risk profile. We believe the vital need to make increasingly significant technological investments has greatly amplified the importance of scale in banking. In addition, we believe that the current economic climate will increase the rate of consolidation in the banking industry. We believe that after the stock offering we will be well-positioned as a consolidator in the banking market because of our financial strength, reputation and culture. In addition, we will evaluate potential partnerships with FinTech companies or other fee income generating businesses that we believe would be additive to our business strategy and consistent with our desire to stay ahead of technological developments that we believe will continue to cause the banking industry to evolve.

Impact of COVID-19 Outbreak

During the first quarter of 2020, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as COVID-19. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has restricted the level of economic activity in our markets. In response to the pandemic, the governments of the state of New Jersey and of most other states have taken preventative or protective actions, such as imposing restrictions on travel and business operations,

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advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These measures have dramatically increased unemployment in the United States and have negatively impacted many businesses, and thereby threatened the repayment ability of some of our borrowers.

To address the economic impact in the United States, the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act included a number of provisions that affected us, including accounting relief for troubled debt restructurings (“TDRs”). The CARES Act also established the PPP through the SBA, which allowed us to lend money to small businesses with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements.

In addition, the Federal Reserve Board took steps to bolster the economy by, among other things, reducing the federal funds rate and the discount-window borrowing rate to near zero. In response to the pandemic, we have implemented protocols and processes to help protect our employees, customers and communities. These measures include:

We have implemented various consumer and commercial loan modification programs to provide our borrowers relief from the economic impacts of COVID-19. Based on guidance in the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from impairment classification under accounting principles generally accepted in the United States (“U.S. GAAP”). In addition, the bank regulatory agencies issued interagency guidance stating that COVID-19 related short-term modifications (i.e., six months or less) granted to loans that were current as of the loan modification program implementation date are not TDRs.

Through December 31, 2020, we had granted short-term payment deferrals on 479 loans, totaling approximately $249.8 million, that were otherwise performing. As of December 31, 2020, all of these loans had returned to normal payment status.

Given the unprecedented uncertainty and rapidly evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impact on our business, results of operations and financial condition are highly uncertain. Should current economic conditions persist or continue to deteriorate, we expect that this macroeconomic environment will have a continued adverse effect on our business and results of operations, which could include, but not be limited to: decreased demand for our products and services, protracted periods of lower interest rates, increased non-interest expenses, including operational losses, and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs.

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Reasons for the Conversion and Stock Offering

Our primary reasons for the conversion and the stock offering are to:

Terms of the Stock Offering

We are offering between 17,850,000 and 24,150,000 shares of common stock to eligible depositors of Blue Foundry Bank, to our tax-qualified employee benefit plans and, to the extent shares remain available, in a community offering to the general public. If necessary, we will also offer shares to the general public in a syndicated community offering, or, in a separate firm commitment underwritten public offering. The number of shares of common stock to be sold may be increased to up to 27,772,500 shares as a result of demand for the shares of common stock in the stock offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 27,772,500 shares or decreased to fewer than 17,850,000 shares, or the subscription and community offerings are extended beyond July 30, 2021, subscribers will not have the opportunity to change or cancel their stock orders once submitted.

The purchase price of each share of common stock offered for sale in the stock offering is $10.00. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the subscription offering, the community offering or a syndicated community offering or firm commitment underwritten public offering. Investors will not be charged a commission to purchase shares of common stock in the stock offering. Keefe, Bruyette & Woods, Inc. (“KBW”), our marketing agent in the stock offering, will use its best efforts to assist us in selling shares of our common stock in the stock offering but is not obligated to purchase any shares of common stock in the subscription and community offerings.

How We Determined the Offering Range and the $10.00 Per Share Stock Price

The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of Blue Foundry Bancorp, assuming the stock offering is completed. RP Financial, LC., our independent appraiser, has estimated that, as of February 5, 2021, this market value (including shares to be contributed to the charitable foundation) was $217.5 million. Based on federal regulations, this market value forms the midpoint of a valuation range with a minimum of $186.0 million and a maximum of $249.0 million. Based on this valuation range and the $10.00 per share price, the

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number of shares of common stock being offered for sale by Blue Foundry Bancorp ranges from 17,850,000 shares to 24,150,000 shares. The purchase price of $10.00 per share was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. RP Financial, LC. will update its appraisal before we complete the conversion and stock offering. If, as a result of demand for the shares or changes in market conditions, RP Financial, LC. determines that our estimated pro forma market value has increased, we may sell up to 27,772,500 shares without further notice to you. If our pro forma market value at that time is either below $186.0 million or above $285.2 million, then, after consulting with the Federal Reserve Board, we may: terminate the stock offering and promptly return all funds with interest; set a new offering range and give all subscribers the opportunity to place a new order; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission.

The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the capital raised by the sale of shares of common stock in the stock offering, the pro forma effect of the costs associated with any potential withdrawal from the multiple-employer defined benefit pension plan, and an analysis of a peer group of 10 publicly traded savings and loan and bank holding companies that RP Financial, LC. considered comparable to us. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market.

The following table presents a summary of our selected pricing ratios (on a pro forma basis) as of and for the twelve months ended December 31, 2020, and for the peer group companies based on earnings and other information as of and for the twelve months ended December 31, 2020, with stock prices as of February 5, 2021, as reflected in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 40.6% on a price-to-book value basis and a discount of 42.1% on a price-to-tangible book value basis.

These ratios are different than those presented in “Pro Forma Data.”

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The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and stock offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, the pricing ratios presented in the appraisal were used by RP Financial, LC. to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Stock Offering—Stock Pricing and Number of Shares to be Issued.”

How We Intend to Use the Proceeds from the Stock Offering

We intend to invest at least 50% of the net proceeds from the stock offering in Blue Foundry Bank, fund the loan to our employee stock ownership plan to finance its purchase of shares of common stock in the stock offering, fund the cash contribution to the charitable foundation, and retain the remainder of the net proceeds from the stock offering at Blue Foundry Bancorp. Therefore, assuming we sell 21,000,000 shares of common stock in the stock offering at the midpoint of the offering range, and we have net proceeds of $206.2 million, we intend to invest $103.1 million in Blue Foundry Bank, loan $17.4 million to our employee stock ownership plan to fund its purchase of shares of common stock, contribute $9.0 million to the charitable foundation, comprised of 750,000 shares of stock and $1.5 million in cash, and retain the remaining $84.2 million of the net proceeds at Blue Foundry Bancorp.    

Blue Foundry Bancorp may use the funds it retains for investment to pay cash dividends, to repurchase shares of common stock, to acquire other financial institutions or financial services companies, and for other general corporate purposes. Blue Foundry Bank may use approximately $15.2 million of the proceeds that it receives from Blue Foundry Bancorp to pay the after-tax costs associated with any potential withdrawal from the multiple-employer defined benefit pension plan, and may use the remaining net proceeds to support increased lending, enhance existing, or support growth and the development of new products, and services, expand its branch network by establishing or acquiring new branches or by acquiring other financial institutions or financial services companies. We do not currently have any agreements or understandings regarding any acquisition transactions.

Please see the section of this prospectus entitled “How We Intend to Use the Proceeds from the Stock Offering” for more information on the proposed use of the proceeds from the stock offering.

Persons Who May Order Shares of Common Stock in the Stock Offering

We are offering the shares of common stock in a subscription offering in the following descending order of priority:

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Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in Bergen, Morris, Passaic, Essex and Hudson Counties, New Jersey, and then to other members of the general public. The community offering, if any, may occur concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering through a syndicated community offering or firm commitment underwritten offering. KBW will act as sole manager for the syndicated community offering or firm commitment underwritten offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering, syndicated community offering or firm commitment underwritten offering, and our interpretation of the terms and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering, syndicated community offering or firm commitment underwritten public offering will be based on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. A detailed description of the stock offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Stock Offering.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25 shares.

No individual may purchase more than 40,000 shares ($400,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering, when combined with your purchases, cannot exceed 40,000 shares ($400,000) of common stock:

Unless we determine otherwise, persons having the same address, and persons exercising subscription rights through a single qualifying deposit account held jointly and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to the overall purchase limitation of 40,000 shares ($400,000).

Subject to regulatory approval, we may increase or decrease the purchase and ownership limitations at any time. See the detailed description of the purchase limitations in “The Conversion and Stock Offering—Additional Limitations on Common Stock Purchases.”

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How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

In the subscription offering and community offering, you may pay for your shares only by:

Blue Foundry Bank is not permitted to lend funds to anyone to purchase shares of common stock in the stock offering. Additionally, you may not use a Blue Foundry Bank line of credit check or any type of third-party check to pay for shares of common stock. Please do not submit cash. No wire transfer will be accepted without our prior approval. On the stock order form you may not designate withdrawal from Blue Foundry Bank’s accounts with check-writing privileges; instead, please submit a check. If you request that we directly withdraw the funds from an account with check-writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from the designated account. You may not authorize direct withdrawal from a Blue Foundry Bank individual retirement account, or IRA. See “—Using Individual Retirement Account Funds to Purchase Shares of Common Stock.”

You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to Blue Foundry Bancorp or authorization to withdraw funds from one or more of your Blue Foundry Bank deposit accounts, provided that the stock order form is received (not postmarked) before 2:00 p.m., Eastern Time, on June 15, 2021, which is the end of the subscription offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by overnight delivery to the address listed on the stock order form. You may also hand-deliver stock order forms to our office located at 217 Rock Road, Glen Rock, New Jersey, which is open between 9:00 a.m. and 5:00 p.m., Monday, Tuesday, Wednesday and Friday, 9:00 a.m. and 6:00 p.m. on Thursday and 9:00 a.m. and 1:00 p.m. on Saturday. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at our other offices. Please do not mail stock order forms to any of Blue Foundry Bank’s offices.

Please see “The Conversion and Stock Offering— Procedure for Purchasing Shares in the Subscription and Community Offerings—Payment for Shares” for a complete description of how to purchase shares in the subscription and community offerings.

Using Individual Retirement Account Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your IRA, or other retirement account. If you wish to use some or all of the funds in your Blue Foundry Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order which may require the payment of a one-time and/or annual administrative fee to the independent trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the June 15, 2021 offering deadline, for assistance with purchases using your individual retirement account or other retirement account you may have at Blue Foundry Bank or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

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See “The Conversion and Stock Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares of common stock in the stock offering.

Market for Common Stock

We expect that our common stock will be listed for trading on the Nasdaq Global Select Market under the symbol “BLFY.” KBW has advised us that it intends to make a market in our common stock following the stock offering, but is under no obligation to do so.

Our Dividend Policy

No decision has been made with respect to the amount, if any, and timing of any dividend payments following the completion of the conversion and stock offering. The amount of dividends to be paid will be subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. We cannot assure you that we will pay dividends in the future, or, if we pay dividends, that any such dividends will not be reduced or eliminated in the future. For information regarding our proposed dividend policy, see “Our Dividend Policy.”

Purchases by Directors and Executive Officers

We expect our directors and executive officers, together with their associates, to subscribe for 402,500 shares of common stock in the stock offering, representing 2.3% of the shares to be sold at the minimum of the offering range. However, there can be no assurance that any individual director or executive officer, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the stock offering. Our directors and executive officers will be subject to the same minimum purchase requirements and purchase limitations as other participants in the stock offering set forth under “—Limits on How Much Common Stock You May Purchase.”

Purchases by our directors, executive officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the stock offering. Any purchases made by our directors or executive officers, or their associates, will be made for investment purposes only and not with a view toward resale.

See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of shares of common stock by our directors and executive officers.

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for purchasing shares of common stock in the subscription and community offerings is 2:00 p.m., Eastern Time, on June 15, 2021, unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern Time, on June 15, 2021, whether or not we have been able to locate each person entitled to subscription rights.

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See “The Conversion and Stock Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for purchasing shares in the stock offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation if there is an oversubscription.

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and stock offering. We expect trading in the stock to begin on the day of completion of the conversion and stock offering or the next business day. The conversion and stock offering are expected to be completed as soon as practicable following satisfaction of the conditions described below in “—Conditions to Completion of the Conversion.” Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased in the stock offering, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Conditions to Completion of the Conversion

We cannot complete the conversion and stock offering unless:

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Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 17,850,000 shares of common stock, we may take several steps to sell the minimum number of shares of common stock in the offering range. Specifically, we may:

If we extend the stock offering past July 30, 2021, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will cancel your stock order and promptly return your funds with interest for funds received in the subscription and community offering or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and checked the box on the stock order form, will be, and, in our sole discretion, some other large purchasers may be, given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

RP Financial, LC. will update its appraisal before we complete the stock offering. If, as a result of demand for the shares or changes in market conditions, RP Financial, LC. determines that our pro forma market value has increased, we may sell up to 27,772,500 shares in the stock offering without further notice to you. If our pro forma market value at that time is either below $186.0 million or above $285.2 million, then, after consulting with the Federal Reserve Board, we may:

If we set a new offering range, we will promptly return funds, with interest at 0.05% per annum for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock order.

Possible Termination of the Stock Offering

We may terminate the stock offering at any time prior to the special meeting of depositors of Blue Foundry, MHC has been called to vote on the conversion, and at any time after this approval with regulatory approval. If we terminate the stock offering, we will promptly return your funds with interest at 0.05% per annum, and we will cancel deposit account withdrawal authorizations.

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Delivery of Prospectus

To ensure that each person receives a prospectus at least 48 hours before the deadline for orders for common stock, we may not mail prospectuses any later than five days before such date or hand-deliver prospectuses later than two days before that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or stock order form by means other than U.S. mail. We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at 2:00 p.m., Eastern Time, on June 15, 2021, whether or not we have been able to locate each person entitled to subscription rights.

Benefits to Management and Potential Dilution to Shareholders Resulting from the Conversion

We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of Blue Foundry Bank employees, to purchase up to 8.0% of the shares of common stock we sell in the stock offering (including shares contributed to our charitable foundation). If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan’s subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion, subject to the approval of the Federal Reserve Board.

We intend to implement one or more stock-based benefit plans no earlier than six months after completion of the conversion. Shareholder approval of these plans would be required. We have not determined whether we would adopt the plans within or after 12 months following the completion of the conversion. If we implement stock-based benefit plans within 12 months following the completion of the conversion, the stock-based benefit plans would be limited to reserving a number of shares (i) up to 4% of the shares of common stock outstanding following the stock offering for awards of restricted stock to key employees and directors, at no cost to the recipients, and (ii) up to 10% of the shares of common stock outstanding following the stock offering for issuance of stock options to key employees and directors. If the stock-based benefit plan is adopted more than 12 months after the completion of the conversion, it would not be subject to the percentage limitations set forth above. We have not yet determined the number of shares that would be reserved for issuance under these plans. For a description of our current stock-based benefit plan, see “Management—Stock Benefit Plans—Stock-Based Incentive Plan.”

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The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to 4% and 10% of the shares outstanding following the stock offering for restricted stock awards and stock options, respectively. The table shows the dilution to shareholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. We may fund our stock-based benefit plans through open market purchases, as opposed to new issuances of stock. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.

Tax Consequences

Blue Foundry, MHC, Blue Foundry Bancorp–NJ, Blue Foundry Bank and Blue Foundry Bancorp have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion, and have received an opinion of Crowe LLP regarding the material New Jersey tax consequences of the conversion. As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to Blue Foundry, MHC, Blue Foundry Bancorp–NJ, Blue Foundry Bank, Blue Foundry Bancorp, or persons eligible to subscribe in the subscription offering.

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors—Risks Related to the Stock Offering—We are an emerging growth company within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and if we decide to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors” and “Supervision and Regulation—Emerging Growth Company Status.”

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An emerging growth company may elect to use an extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company.

How You Can Obtain Additional Information—Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the stock offering. If you have any questions regarding the conversion or stock offering, please call our Stock Information Center. The telephone number is 1 (844) 265-9680. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

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RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in the shares of common stock.

Risks Related to COVID-19

The COVID-19 pandemic has had and may continue to have an adverse impact on our business, results of operations and prospects.

The COVID-19 pandemic is having an adverse impact on us, our customers and the communities we serve. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business, customers, employees and third-party service providers. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened in an efficient manner. Additionally, the responses of various governmental and non-governmental authorities to curtail business and consumer activities in an effort to mitigate the pandemic will have material long-term effects on us and our customers that are difficult to quantify in the near-term or long-term.

As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we are subject to the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

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Risks Related to Economic Conditions

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions, especially local conditions, as a result of COVID-19 or otherwise, could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations, and could more negatively affect us compared to a financial institution that operates with more geographic diversity:

Moreover, a significant decline in general economic conditions caused by inflation, recession, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in our local market area.

Our loan portfolio is concentrated primarily in Northeast New Jersey. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Decreases in local real estate values caused by economic conditions, recent

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changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for loan losses, which in turn could necessitate an increase in our provision for loan losses and a resulting reduction to our earnings and capital.

Risks Related to Growth

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving our growth targets will require us to attract customers that currently bank at other financial institutions in our market, thereby increasing our share of the market, and to expand the size of our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected.

Building market share through de novo branching may cause our expenses to increase faster than revenues.

We are considering building market share by opening de novo branches in contiguous markets. There are considerable costs involved in de novo branching as new branches generally require time to generate sufficient revenues to offset their initial start-up costs, especially in areas in which we do not have an established presence. Accordingly, any new branch can be expected to negatively impact our earnings until the branch attracts a sufficient number of deposits and loans to offset expenses. We cannot assure you that if we open new branches, they will be successful even after they have been established.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. In addition, we will continue to invest in research, development, and marketing for new products and services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services we may invest significant time and resources. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. Furthermore, if customers do not perceive our new offerings as providing significant value, they may fail to accept our new products and services. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, the burden on management and our information technology in introducing any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Interest Rate Risk

Future changes in interest rates may reduce any future profits.

Like most financial institutions, whether we are profitable or not depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond our control, may affect interest rates. For the year ended December 31, 2020, we had a net loss of $31.5 million.

If interest rates rise, and if rates on our deposits reprice upwards faster than the rates on our long-term loans and investments, we would experience compression of our interest rate spread, which would have a negative effect on our profitability.

Furthermore, increases in interest rates may adversely affect the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income.

Any substantial change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, such changes can still have a material adverse effect on our financial condition and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings.

At December 31, 2020, our “rate shock” analysis prepared by our third party consultant indicates that our net portfolio value would decrease by $11.8 million if there was an instantaneous 200 basis point increase in market interest rates. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.”

Risks Related to Lending Activities

Because we intend to increase our commercial real estate and commercial loan originations, our lending risk will increase.

Commercial real estate and commercial loans generally have more risk than residential mortgage loans. Because the repayment of commercial real estate and commercial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the real estate market or the local economy. Commercial real estate and commercial loans may also involve relatively large loan balances to individual borrowers or groups of related borrowers. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business thereby increasing the risk of non-performing loans. Also, many of our multi-family and commercial real estate and commercial business borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a residential mortgage loan. Further, unlike residential mortgages or multi-family and commercial real estate loans, commercial and industrial loans may be secured by collateral other than real estate, such as inventory

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and accounts receivable, the value of which may be more difficult to appraise, may be more susceptible to fluctuation in value at default, and may be more difficult to realize upon enforcement of our remedies. As our commercial real estate and commercial loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings and capital could decrease.

Lending is inherently risky and we are exposed to the risk that our borrowers may default on their obligations. A borrower’s default on its obligations may result in lost principal and interest income and increased operating expenses as a result of the allocation of management’s time and resources to the collection and work-out of the loan. In certain situations, where collection efforts are unsuccessful or acceptable work-out arrangements cannot be reached, we may have to charge-off the loan in whole or in part, or sell it at a discount. In such situations, we may acquire real estate or other assets, if any, that secure the loan through foreclosure or other similar available remedies, the amount owed under the defaulted loan may exceed the value of the assets acquired, and post-default remedies may be unavailable or unfeasible.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, or if delinquencies or non-performing loans increase, our allowance for loan losses may not be sufficient to cover probable and incurred losses inherent in our loan portfolio, which would require additions to our allowance, which could materially decrease our net income. Our allowance for loan losses was 1.34% of total loans and 131.92% of non-performing loans at December 31, 2020.

In addition, bank regulators periodically review our allowance for loan losses and, based on their judgments and information available to them at the time of their review, may require us to increase our allowance for loan losses or recognize further loan charge-offs. An increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may reduce our net income and our capital, which may have a material adverse effect on our financial condition and results of operations.

If our non-performing assets increase, our earnings will be adversely affected.

At December 31, 2020, our non-performing assets, which consist of non-performing loans and other real estate owned, were $13.5 million, or 0.69% of total assets. Our non-performing assets adversely affect our net income in various ways:

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If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our non-performing assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations.

Risks Related to Competition

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. Our smaller asset size also makes it more difficult to compete, as many of our competitors are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to grow and remain profitable on a long-term basis. Our profitability depends upon our continued ability to successfully compete in our market area. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. For additional information see “Business of Blue Foundry Bank—Competition.”

The financial services industry could become even more competitive as a result of continuing legislative, regulatory and technological changes and continued industry consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services than we can as well as better pricing for those products and services.

Risks Related to Operations and Security

We face significant operational risks because the nature of the financial services business involves a high volume of transactions.

We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control systems and compliance requirements. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards, adverse business decisions or their implementation, or customer attrition due to potential negative publicity. In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, we could suffer financial loss, face regulatory action, and/or suffer damage to our reputation.

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Cyber-attacks or other security breaches could adversely affect our operations, net income or reputation.

We regularly collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf.

Information security risks have generally increased in recent years because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial and other transactions and the increased sophistication and activities of perpetrators of cyber-attacks and mobile phishing. Mobile phishing, a means for identity thieves to obtain sensitive personal information through fraudulent e-mail, text or voice mail, is an emerging threat targeting the customers of financial entities. A failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches or due to employee error, malfeasance or other disruptions could adversely affect our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and/or cause losses.

If this confidential or proprietary information were to be mishandled, misused or lost, we could be exposed to significant regulatory consequences, reputational damage, civil litigation and financial loss.

Although we employ a variety of physical, procedural and technological safeguards to protect this confidential and proprietary information from mishandling, misuse or loss, these safeguards do not provide absolute assurance that mishandling, misuse or loss of the information will not occur, and that if mishandling, misuse or loss of information does occur, those events will be promptly detected and addressed. Similarly, when confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf, our policies and procedures require that the third party agree to maintain the confidentiality of the information, establish and maintain policies and procedures designed to preserve the confidentiality of the information, and permit us to confirm the third party’s compliance with the terms of the agreement. As information security risks and cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.

Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur and may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

In addition, we outsource a majority of our data processing to third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

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The occurrence of any system failures, interruptions, or breaches of security could damage our reputation and result in a loss of customers and business, subject us to additional regulatory scrutiny or expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

We depend on our management team, many of whom are new to Blue Foundry Bank, to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend upon the services of the members of our senior management team to implement our business strategy and execute our operations. Over the last several years we have hired certain new senior level management to implement Blue Foundry Bank’s new focus and direction. Our future success will depend, to a significant extent, on the ability of our new management team to operate effectively, both individually and as a group. We must successfully manage issues that may result from the integration of the new members of our executive management. Our management team is comprised of experienced executives, with each of our top four executives possessing an average of 29 years of financial institution experience. Members of our senior management team and lending personnel who have expertise and key business relationships in our markets could be difficult to replace. The loss of these persons or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete. See “Management.”

Our cost of operations is high relative to our revenues.

Our non-interest expense totaled $77.1 million and $37.0 million for the years ended December 31, 2020 and 2019, respectively. We continue to analyze our expenses and achieve efficiencies where available. Although we strive to generate increases in both net interest income and non-interest income, our efficiency ratio remains high as a result of operating expenses, resulting in part from one-time expenses during the year ended December 31, 2020 related to the investments that we have made in our infrastructure. Our efficiency ratio was 191.51% and 81.5% for the years ended December 31, 2020 and 2019, respectively.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this stock offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”) requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

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We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank and our reputation is one of the most valuable assets of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and operating results may be materially adversely affected.

Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.

Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks. While we use broad and diversified risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level of risk. Accordingly, we could suffer losses if we fail to properly anticipate and manage these risks.

Risks Related to Regulatory Matters

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

We are subject to extensive regulation, supervision and examination by our banking regulators. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of insurance funds and the depositors and borrowers of Blue Foundry Bank rather than for the protection of our shareholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the ability to impose restrictions on our operations, classify our assets and determine the level of our allowance for loan losses. These regulations, along with the currently existing tax, accounting, securities, deposit insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives, and govern financial reporting and disclosures. As a smaller institution, we are disproportionately affected by the ongoing increased costs of compliance with banking and other regulations. Any change in such regulation and oversight, whether in the form of regulatory policy, new regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firms. These changes could materially impact, potentially retroactively, how we report our financial condition and results of operations.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or restrict us from paying dividends or repurchasing shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios and define what constitutes “capital” for calculating these ratios. The regulations also establish a “capital conservation buffer” of 2.5%, effectively resulting in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 to risk-based assets capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, repurchasing its shares, and paying discretionary bonuses, if its capital levels fall below the buffer amount.

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Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. During the last year, several banking institutions have received large fines for non-compliance with these laws and regulations. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of specified dates. These estimates and assumptions are based on management’s best estimates and experience at such times and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses, the determination of our deferred income taxes, our fair value measurements, our determination of goodwill impairment, and our evaluation of our defined benefit pension plan obligations.

Risks Related to the Stock Offering

The future price of the shares of common stock may be less than the $10.00 purchase price per share in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them later at or above the $10.00 purchase price in the stock offering. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the stock offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of Blue Foundry Bancorp and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to invest between $87.5 million and $118.7 million of the net proceeds of the stock offering (or $136.7 million at the adjusted maximum of the offering range) in Blue Foundry Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including repurchasing shares of our common stock and paying dividends. We will use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of

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common stock in the stock offering and to fund the charitable foundation. Blue Foundry Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, with the exception of funding the loan to the employee stock ownership plan and funding the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as opening new branches or acquiring other financial institutions, may require the approval of the NJDOBI, the FDIC or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.

Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.

Net income divided by average shareholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity will be low until we are able to profitably leverage the additional capital we receive from the stock offering. Our return on equity also will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt, and may be negatively affected by higher minimum regulatory capital requirements. Until we can increase our net interest income and non-interest income and leverage the capital raised in the stock offering, we expect our return on equity to be low, which may reduce the market price of our shares of common stock.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more stock-based benefit plans after the conversion, subject to shareholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock outstanding following the stock offering. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion, we may award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the stock offering for our new stock-based benefit plans has been estimated to be approximately $5.0 million ($3.9 million after tax) at the adjusted maximum of the stock offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Conversion.”

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The implementation of stock-based benefit plans may dilute your ownership interest.

We intend to adopt one or more stock-based benefit plans following the stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the stock-based benefit plans through open market purchases, shareholders would experience a 12.28% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options and shares of restricted common stock in amounts equal to 10% and 4%, respectively, of the shares outstanding following the stock offering, and all such stock options are exercised. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion, the stock-based benefit plans would not be subject to these limitations and shareholders could experience greater dilution.

The cost of a withdrawal from our multiple-employer defined benefit pension plan may be greater than estimated.

We participate in the Pentegra Defined Benefit Plan for Financial Institutions, a tax-qualified, multiple-employer defined benefit pension plan for the benefit of employees of Blue Foundry Bank. Pentegra determines the annual contributions required to be made by each participating company, and these contributions are expensed during the relevant year. Blue Foundry Bank’s contributions related to this plan for the years ended December 31, 2020 and December 31, 2019 were $800,000 and $2.8 million, respectively. The benefits are based on years of service and employee compensation. Blue Foundry Bank froze this plan to new participants as of December 31, 2018, while contributions for existing participants will be phased out over future years.

Although a final decision has not been made, we may utilize proceeds from the stock offering or earnings to support a potential full or partial withdrawal from the plan, subject to the completion of the conversion and stock offering. Based on estimates provided in July 2020, the total cost (pre-tax) to withdraw from the plan could range between $12.0 million and $22.0 million. We anticipate using a portion of the proceeds of the stock offering to fund the costs associated with a withdrawal from the plan, which would reduce the amount of proceeds available for originating new loans and other business purposes. Because the costs of a withdrawal from this plan would be primarily dependent on the value of the plan’s assets and applicable interest rates at the time of our withdrawal, we will not know the actual costs associated with a withdrawal from the plan until the date of the withdrawal, which we anticipate would be no sooner than the latter half of 2021. The actual cost could be significantly higher than the estimated cost provided by the plan administrator.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our certificate of incorporation and bylaws and state and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of Blue Foundry Bancorp without our board of directors’ approval. Under regulations applicable to the conversion, for a period of three years following completion of the conversion, no person may acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. There also are provisions in our certificate of incorporation and bylaws that may be used to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we have granted or may grant to employees and directors, stock ownership by our management and directors, shares held by the employee stock ownership plan and other factors may make it more difficult for companies or persons to acquire control of Blue Foundry Bancorp without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our certificate of incorporation and bylaws could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.

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For additional information, see “Restrictions on Acquisition of Blue Foundry Bancorp” and “Management—Benefits to be Considered Following Completion of the Conversion.”

There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock.

We expect that our common stock will be traded on the on the Nasdaq Global Select Market under the symbol “BLFY” upon conclusion of the stock offering. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. If you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations generally restrict us from repurchasing our shares of common stock during the first year following the stock offering. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the stock offering may negatively affect our stock price.

You may not revoke your decision to purchase Blue Foundry Bancorp common stock in the subscription or community offerings after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the conversion and stock offering, including any extension of the expiration date and consummation of a syndicated community offering or firm commitment underwritten public offering. Because completion of the conversion and stock offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, LC., among other factors, there may be one or more delays in completing the conversion and stock offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated, or extended beyond July 30, 2021, or the number of shares to be sold in the stock offering is increased to more than 27,772,500 shares or decreased to fewer than 17,850,000 shares.

We are an emerging growth company within the meaning of the Securities Act, and because we expect to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors.

We are an “emerging growth company,” as defined in the Securities Act, as modified by the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of

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holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile. Taking advantage of any of these exemptions may adversely affect the value and trading price of our common stock.    

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (b) the date that the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted to certain current or former depositors of Blue Foundry Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

Risks Related to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2021.

We intend to establish and fund a new charitable foundation in connection with the stock offering. We intend to contribute 750,000 shares of our common stock at the completion of the stock offering and $1.5 million in cash. The contribution will have an adverse effect on our net income for the quarter and year in which we complete the stock offering and contribution to the charitable foundation. The after-tax expense of the contribution is expected to reduce net income for the year ended December 31, 2021 by approximately $6.2 million. Our net loss for the year ended December 31, 2020 was $31.5 million. In addition, persons purchasing shares in the stock offering will have their ownership and voting interests in Blue Foundry Bancorp diluted by up to 4.0% due to the contribution of shares of common stock to the charitable foundation.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth selected consolidated historical financial and other data of Blue Foundry Bancorp–NJ and its subsidiaries as of and for the periods indicated. The following is only a summary and you should read it in conjunction with the business and financial information regarding Blue Foundry Bancorp–NJ contained elsewhere in this prospectus, including the consolidated financial statements beginning on page F-1 of this prospectus. The information at December 31, 2020 and 2019 and for the years then ended is derived in part from the audited consolidated financial statements that appear in this prospectus. The other information presented in these tables is derived in part from audited consolidated financial statements that do not appear in this prospectus.

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RECENT DEVELOPMENTS

The financial data presented below is derived in part from the consolidated historical financial and other data of Blue Foundry Bancorp-NJ and its subsidiaries as of and for the periods indicated. The financial condition data at December 31, 2020 are derived from the audited consolidated financial statements of Blue Foundry Bancorp-NJ included elsewhere in this prospectus. The financial condition data at March 31, 2021 and the operating data for the three months ended March 31, 2021 and 2020 are not audited but, in the opinion of management, reflects all adjustments necessary for a fair presentation. All such adjustments are normal and recurring and are the only adjustments reflected in the financial data presented below. The following information is only a summary and should be read in conjunction with the audited consolidated financial statements of Blue Foundry Bancorp-NJ beginning on page F-1 of this prospectus.

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Delinquent Loans

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Non-performing Loans