Fulton Financial SEC Filings

Fulton Financial Corporation director Philip E. Wenger reported an insider sale of the company’s $2.50 par value common stock. On January 12, 2026, an IRA associated with him sold 5,000 shares at a price of $19.55 per share under a pre-established Rule 10b5-1 trading plan adopted on June 13, 2025.

After this transaction, the filing shows 85,477 shares held indirectly through the IRA, 578,802.0447 shares held directly, and 452.0633 shares held indirectly by children. The direct holdings figure includes 120,996.5261 shares held jointly with his spouse, indicating that Wenger continues to report a substantial beneficial ownership stake in Fulton Financial following the planned sale.

A shareholder of the issuer of NASDAQ-listed common stock filed a notice to sell 5,000 shares of common stock through Raymond James & Associates, with an indicated aggregate market value of $99,000.00. The filing notes that there were 180,593,797 shares of this class outstanding at the time of the notice.

The shares planned for sale were originally acquired through 401(k) contributions made between 2002 and 2005, in several cash purchase transactions from the issuer. Over the past three months, Hospice & Community Care, listed as a seller of the same common stock, sold 300 shares for $5,475.00 in gross proceeds.

Fulton Financial Corporation disclosed leadership and compensation changes tied to the planned retirement of President Angela M. Snyder on December 31, 2025. On December 15, 2025, Fulton entered into a one-year Consulting Agreement under which Ms. Snyder will act as an independent contractor from January 1, 2026 through December 31, 2026 and receive a lump-sum payment of $600,000 on or about January 1, 2026, plus reimbursement of reasonable expenses. She remains bound by existing confidentiality, non-compete, non-solicitation and clawback provisions and provides a general release of claims.

After retiring as President, Ms. Snyder will continue as a non-employee director of Fulton Bank, earning the same compensation as other non-employee bank directors, including a $58,500 annual cash retainer and restricted stock units with a fair value of $68,500 for 2026 service. The boards also appointed current Chairman and Chief Executive Officer Curtis J. Myers as Chairman, Chief Executive Officer and President of both Fulton and Fulton Bank effective January 1, 2026, with no new or amended material arrangements in connection with this expanded role.

Fulton Financial Corporation announced that its board raised the quarterly cash dividend on its common stock to nineteen cents per share, payable on January 15, 2026 to shareholders of record on December 31, 2025, which is one cent higher than the prior quarterly dividend declared in September 2025. The board also declared a quarterly dividend of $12.81 per share, or $0.32025 per depositary share, on its Series A preferred stock for the same record and payment dates, covering the period from October 15, 2025 to, but excluding, January 15, 2026.

In addition, the board approved a new securities repurchase program authorizing up to $150 million in aggregate principal amount of common stock and other securities from January 1, 2026 through January 31, 2027, including up to $25 million that may be used to repurchase Series A preferred shares or specified subordinated notes. Purchases may be made in open market or privately negotiated transactions and may be discontinued at the board’s discretion, with actual activity determined by management based on capital, liquidity, financial performance, market conditions and applicable requirements.

Fulton Financial Corp reports routine stock transactions by a senior executive vice president. The officer purchased 159.5625 shares of $2.50 par value common stock on 06/05/2025 at $17.02 per share through the Employee Stock Purchase Plan and bought another 164.138 shares on 09/11/2025 at $19.30 per share. On 12/05/2025, the reporting person made a gift of 425 shares at a reported price of $0.00. After these transactions, the officer beneficially owns 63,472.4373 shares directly, including 63,305 shares held jointly with a spouse.

Fulton Financial Corporation has agreed to acquire Blue Foundry Bancorp in an all‑stock merger. Each share of Blue Foundry common stock will be converted into the right to receive 0.650 share of Fulton common stock, with cash paid only in lieu of fractional shares.

After Blue Foundry merges into Fulton, Blue Foundry Bank will combine with Fulton Bank, N.A., which will remain the surviving bank. All Blue Foundry stock options will fully vest and be cashed out to the extent they are “in the money,” while restricted stock awards will vest and convert into the same stock consideration as regular shares.

The deal is structured to qualify as a tax‑free “reorganization” under Section 368(a) of the Internal Revenue Code and requires approvals from Blue Foundry stockholders and multiple banking regulators, as well as effectiveness of a Form S‑4. Certain Blue Foundry directors and officers have signed voting agreements, and a $9,694,662 termination fee may be payable by Blue Foundry if the merger ends under specified circumstances.

Fulton Financial Corporation agreed to acquire Blue Foundry Bancorp in an all-stock merger, giving Blue Foundry shareholders 0.650 shares of Fulton common stock for each share they own.

After the merger, Blue Foundry Bank will combine with Fulton Bank, N.A., with Fulton Bank as the surviving bank, and Blue Foundry restricted stock will vest and receive the same stock consideration while in-the-money options are cashed out. Closing depends on Blue Foundry stockholder approval, several bank regulatory approvals, Nasdaq listing of the new Fulton shares, and effectiveness of a Form S-4 registration statement, along with tax opinions confirming the deal qualifies as a reorganization. The agreement provides mutual termination rights and includes a termination fee of $9,694,662 payable by Blue Foundry if the merger ends under specified circumstances.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp, after which Blue Foundry Bank will merge into Fulton Bank, subject to shareholder and regulatory approvals and customary closing conditions. Fulton Bank currently has $32 billion in assets and 200 financial centers across several Mid-Atlantic states, while Blue Foundry Bank has $2 billion in assets and 20 locations in northern New Jersey. The companies expect the transaction to close in Q2 2026, creating a combined $34 billion community bank operating under the Fulton Bank brand, with systems conversion targeted for mid-2026. The combination is described as expanding Fulton’s presence in northern New Jersey and giving Blue Foundry customers access to a broader branch network, more products and services, and digital banking capabilities.

Fulton Financial Corporation plans to acquire Blue Foundry Bancorp under a merger agreement dated November 24, 2025, with closing expected in Q2 of 2026 subject to Blue Foundry shareholder approval, banking regulatory approvals and other customary conditions. Following completion, all Blue Foundry financial centers and operations are expected to become part of Fulton Bank, expanding Fulton’s presence further into northern New Jersey.

Management notes that any branch closures or job eliminations will be evaluated later by an integration team from both organizations, and no firm decisions have been made. The communication includes employee talking points, social media messaging and a website banner promoting the combination, and highlights that Fulton will file a Form S-4 registration statement and joint proxy statement/prospectus, which Blue Foundry stockholders are urged to read when available.