8-K
FULTON FINANCIAL CORP (FULT)
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
Date of Report (Date of earliest event reported): March 21, 2022
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
| PA | 001-39680 | 23-2195389 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) | ||
| One Penn Square, | P. O. Box 4887 | Lancaster, | PA | 17602 |
| --- | --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(717) 291-2411
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | Written communications 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $2.50 | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01 Regulation FD Disclosure.
On March 21, 2022, Fulton Financial Corporation (“Fulton”) announced that its Board of Directors approved the repurchase of up to $75 million of shares of Fulton’s common stock, or approximately 2.7 percent of Fulton’s outstanding shares, based on the closing price of Fulton’s common stock and the number of shares outstanding on March 17, 2022 (the “2022 Program”). Shares may be repurchased under the 2022 Program commencing on April 1, 2022, following the March 31, 2022 expiration of the repurchase program announced on February 9, 2021. The 2022 Program will expire on December 31, 2022. On March 21, 2022, Fulton issued a press release announcing the repurchase program, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of Fulton under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | Press Release dated March 21, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: March 21, 2022 | By: | /s/ Natasha R. Luddington |
| Name: | Natasha R. Luddington | |
| Title: | Senior Executive Vice President,<br> <br>Chief Legal Officer and Corporate Secretary |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact: Laura Wakeley (717) 291-2616
Investor Contact: Matt Jozwiak (717) 327-2657
Fulton Financial Corporation Approves $75 million
Stock Repurchase Program
(March 21, 2022) — LANCASTER, PA. - Fulton Financial Corporation (“Fulton”) (Nasdaq: FULT) today announced that its Board of Directors has approved the repurchase of up to $75 million of shares of Fulton’s common stock, or approximately 2.7 percent of Fulton’s outstanding shares, based on the closing price of Fulton’s common stock and the number of shares outstanding on March 17, 2022 (the “2022 Program”). Shares may be repurchased under the 2022 Program commencing on April 1, 2022, following the March 31, 2022 expiration of the repurchase program announced on February 9, 2021. The 2022 Program will expire on December 31, 2022.
As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions. The repurchase program may be discontinued at any time.
Fulton Financial Corporation, a $26 billion Lancaster, Pennsylvania-based financial holding company, has approximately 3,200 employees and operates more than 200 banking offices in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through Fulton Bank, N.A.
Additional information on Fulton Financial Corporation can be found at www.fultonbank.com.