Fulton Financial Corporation Issues \$300 Million in Subordinated Notes Due 2036

LANCASTER, PA – Fulton Financial Corporation (“Fulton” or the “Company”), a publicly traded bank holding company listed on the Nasdaq Stock Market under the symbol FULT, has announced a significant new capital markets transaction: the issuance and sale of \$300,000,000 aggregate principal amount of 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036. The transaction was formalized through an underwriting agreement dated May 1, 2026, with Piper Sandler & Co. and J.P. Morgan Securities LLC acting as joint underwriters.

Key Points of the Offering

• Amount & Type: \$300 million of Fixed-to-Floating Rate Subordinated Notes due 2036.
• Interest Rate: 5.950% fixed for an initial period, converting to a floating rate thereafter (details not specified in the excerpt, but typically tied to a benchmark such as SOFR).
• Use of Proceeds: The Company will use proceeds from the sale as described in the prospectus and related offering documents, which generally may include general corporate purposes, including capital and liquidity needs, and possibly repayment of other indebtedness.
• Registration: The offering was conducted under an automatic shelf registration statement on Form S-3ASR (No. 333-289488), which became effective upon filing with the SEC.
• Underwriters: Piper Sandler & Co. (\$195 million) and J.P. Morgan Securities LLC (\$105 million) collectively purchased the entire issuance.
• Listing: Common Stock and Depositary Shares of Fulton are traded on The Nasdaq Stock Market, LLC under ticker symbols FULT and FULTP, respectively.

Material Representations and Warranties

• The Company affirms that it is a “well-known seasoned issuer” with no outstanding regulatory enforcement actions or investigations that could materially impact its business.
• Fulton states there have been no material adverse changes (“Material Adverse Effect”) in its financial condition or operations since the relevant dates provided in the prospectus, except for a dividend declared and paid in April 2026.
• The Company and its significant subsidiaries confirm timely filing and payment of all required taxes, with no material tax deficiencies outstanding.
• KPMG LLP, the auditor, is confirmed as an independent registered public accounting firm for the Company.
• The Company and its subsidiaries maintain effective internal controls, are in compliance with the Sarbanes-Oxley Act, and have not identified any material weaknesses in internal controls or fraud involving management.
• There are no undisclosed material legal or regulatory proceedings, and the Company is not the subject of any pending SEC stop orders or proceedings relating to this offering.
• The Company will use proceeds in a way that will not require registration as an investment company under the Investment Company Act of 1940.
• The Company will maintain a rating by a nationally recognized statistical rating organization (NRSRO) while the Notes are outstanding.

Price-Sensitive and Shareholder-Relevant Information

• Capital Structure Impact: The issuance of \$300 million in new subordinated notes will increase Fulton’s long-term debt, which can affect leverage and regulatory capital ratios. However, subordinated debt may be counted as Tier 2 capital, strengthening the Company’s overall capital position, subject to regulatory limits.
• Interest Expense: The new notes will increase the Company’s interest expense, which may impact future earnings, though the fixed rate and later floating rate terms may provide predictability in cost.
• Dividend Policy: The only recent dividend was declared and paid in April 2026, with no indication of changes to the dividend policy provided in this filing.
• Regulatory Compliance: No current or expected regulatory actions or investigations were disclosed, which may reassure investors regarding legal and operational risks.
• No Material Adverse Change: The Company certifies that, since the last reporting periods, there have been no material adverse changes in financial condition, business, or operations that would negatively impact shareholders.
• Potential Use of Proceeds: While the use of proceeds is described generally, if these funds are used for acquisitions, expansion, or to shore up capital, it may represent growth opportunities or risk mitigation for shareholders.

Underwriting and Offering Details

• Underwriting Agreement: The agreement includes customary representations, warranties, and covenants by Fulton, including obligations to deliver updated prospectuses, comply with ongoing SEC reporting requirements, and notify underwriters of any material events or changes.
• Expenses: Fulton is responsible for offering-related expenses, with a cap on certain underwriter reimbursables, not to exceed \$150,000.
• Termination Rights: Underwriters can terminate the agreement if there are material adverse changes in the Company or financial markets before closing.

Investor Considerations

• Potential Share Price Impact: The successful issuance of \$300 million in subordinated debt at a relatively attractive fixed rate may be viewed as positive by the market, indicating confidence in the Company’s creditworthiness and providing additional capital flexibility. However, the addition of substantial debt may also be viewed as an increased risk, depending on how the proceeds are deployed and future interest rate movements.
• Ongoing Reporting and Transparency: The Company is required to maintain high standards of disclosure, internal controls, and regulatory compliance, all of which have been reaffirmed in this filing.
• No Pending Regulatory or Legal Threats: The absence of material legal, regulatory, or compliance issues should provide reassurance to investors regarding the stability of Fulton’s operations.
• Capital and Growth Strategy: Depending on how the new capital is used, this issuance could support growth initiatives, acquisitions, or bolster the Company’s capital ratios in anticipation of future regulatory or economic changes.

Conclusion

The announcement of Fulton Financial Corporation’s \$300 million subordinated notes issuance is a significant event that may influence the Company’s share price. Investors should consider both the increased capital flexibility and the higher leverage, as well as the Company’s reaffirmed commitment to transparency, regulatory compliance, and financial stability.

Disclaimer: This article is based on official filings and public information as of the dates indicated. The information provided does not constitute investment advice. Investors should consult their own financial advisors and review all available disclosures before making investment decisions. The author and publisher assume no liability for investment actions taken based on this article.

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