EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) is being filed in order to register an additional 2,000,000 shares (the
“Additional Securities”) of common stock, par value $2.50 per share (“Common Stock”), of Fulton Financial Corporation (the “Company”) that may be issued pursuant to the Fulton Financial
Corporation 401(k) Retirement Plan (the “Retirement Plan”). The Additional Securities are securities of the same class and relate to the same employee benefit plan as those shares registered on the Company’s registration
statements on Form S-8 previously filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 21, 2020 (File
No. 333-236579) (the “2020 Registration Statement”), June 19, 2013 (File No. 333-189457) (the “2013 Registration
Statement”), July 21, 2010 (File No. 333-168237) (the “2010 Registration Statement”) and January 11, 2002 (File No. 76594) (the “2002 Registration
Statement”).
Pursuant to General Instruction E, the Company has filed only a facing page, all required opinions and consents,
the signature page, and any information required in this Registration Statement that was not in the 2020 Registration Statement, the 2013 Registration Statement, the 2010 Registration Statement or the 2002 Registration Statement. This Registration
Statement hereby incorporates by reference the contents of the 2020 Registration Statement, the 2013 Registration Statement, the 2010 Registration Statement and the 2002 Registration Statement.
PART I.
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given to participants in the Retirement Plan covered by this Registration
Statement pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that
is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to: telephone at(717) 291-2411 or by mail at Fulton Financial Corporation,
Attention: Corporate Secretary, One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are incorporated herein by reference in this Registration Statement (other than information in a Current Report on Form 8-K that is furnished and not filed pursuant to Form 8-K and, except as may be noted in any such Current Report on Form 8-K, exhibits filed on such form that are related to such information):
(1) The Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2024, filed on February 28, 2025;
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