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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
May
1, 2026
Date of Report
(Date of Earliest
Event Reported)
Fulton
Financial Corporation
(Exact Name
of Registrant as Specified in its Charter)
| Pennsylvania |
|
001-39680 |
|
23-2195389 |
| (State or Other Jurisdiction of Incorporation) |
|
(SEC Commission File Number) |
|
(IRS Employer Identification Number) |
| One Penn Square, P.O. Box
4887 Lancaster, Pennsylvania |
|
17604 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| (717)
291-2411 |
| (Registrant’s
telephone number, including area code) |
| |
|
|
|
|
|
|
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, par value $2.50 per share |
FULT |
The
Nasdaq Stock Market, LLC |
| Depositary
Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock Series A |
FULTP |
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
5.950% Fixed-to-Floating Rate Subordinated Notes
due 2036
On May 5, 2026, Fulton Financial Corporation, a Pennsylvania
corporation (“we”, “us” or the “Company”), completed its previously announced underwritten public offering
(the “Offering”) of $300,000,000 aggregate principal amount of its 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036
(the “Notes”). The Notes were sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-289488) (the
“Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2025, and were
offered to the public pursuant to the prospectus supplement, dated May 1, 2026, supplementing the prospectus, dated August 11, 2025, which
is contained in and forms a part of the Registration Statement.
The Company intends to use the net proceeds from the
Offering to repay $195,000,000 aggregate principal amount of its outstanding 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030
and for general corporate purposes.
In connection with the Offering, the Company entered
into an underwriting agreement, dated May 1, 2026 (the “Underwriting Agreement”) with Piper Sandler & Co. and J.P. Morgan
Securities LLC. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary
conditions to closing, obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Indenture
The Notes were issued pursuant to an Indenture, dated
as of November 17, 2014 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee
(in such capacity, the “Trustee”), as supplemented by a Fourth Supplemental Indenture thereto, dated as of May 5, 2026 (the
“Fourth Supplemental Indenture”), between the Company and the Trustee. The Notes are subordinated, unsecured obligations of
the Company and: (i) rank junior to all of the Company’s existing and future senior indebtedness; (ii) rank equal in right of payment
with any of the Company’s existing and future subordinated indebtedness; (iii) are effectively subordinate to the Company’s secured indebtedness
to the extent of the value of the collateral securing such indebtedness; and (iv) are structurally subordinated to any existing and future
obligations of the Company’s subsidiaries, including deposit liabilities and claims of other creditors of our bank subsidiaries.
The Notes will bear interest from and including May
5, 2026 to, but excluding, May 15, 2031 at a fixed rate of 5.950% per annum, payable semi-annually in arrears on May 15 and November 15
of each year, commencing on November 15, 2026. From and including May 15, 2031 to, but excluding, May 15, 2036 (unless redeemed prior
to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected
to be Three-Month Term SOFR) plus 217 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of
each year, commencing on August 15, 2031. Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed
to be zero. The Notes will mature on May 15, 2036, unless earlier redeemed.
The Notes may be redeemed at our option, beginning
on May 15, 2031, and on any day thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance
with the applicable procedures of The Depository Trust Company.
The foregoing summaries of the Underwriting Agreement,
the Base Indenture, the Fourth Supplemental Indenture and the Notes, respectively, are not complete and are each qualified in their entirety
by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof), each of which is attached
hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their
entirety.
| Item 9.01 | Financial Statements and Other Exhibits. |
(d) Exhibits.
| Number |
Description |
| |
|
| 1.1 |
Underwriting Agreement, dated May 1, 2026, by and among Fulton Financial Corporation, Piper Sandler & Co. and J.P. Morgan Securities LLC |
| 4.1 |
Indenture, dated November 17, 2014, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K, filed November 17, 2014) |
| 4.2 |
Fourth Supplemental Indenture, dated May 5, 2026, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee |
| 4.3 |
Form of 5.950% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2) |
| 5.1 |
Opinion of Holland & Knight LLP |
| 5.2 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 23.1 |
Consent of Holland & Knight LLP (included in Exhibit 5.1) |
| 23.2 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Fulton Financial Corporation |
| Date: May 5, 2026 |
|
|
| |
By: |
/s/ Richard S.
Kraemer |
| |
|
Richard S. Kraemer |
| |
|
Senior Executive Vice President and
Chief Financial Officer |
| |
|
|
