Equibles

10-Q

FULTON FINANCIAL CORP (FULT)

10-Q 2025-11-07 For: 2025-09-30
View Original
Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025, or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File No. 001-39680

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania 23-2195389
(State or other jurisdiction of<br>incorporation or organization) (I.R.S. Employer<br>Identification No.)
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)

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 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $2.50 Par Value – 180,593,797 shares outstanding as of October 30, 2025.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

INDEX

Description Page
Glossary of Terms 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
(a) Consolidated Balance Sheets -September30, 2025 and December 31, 2024 6
(b) Consolidated Statements of Income - Three months andninemonths endedSeptember30, 2025 and 2024 7
(c) Consolidated Statements of Comprehensive Income - Three months andninemonths endedSeptember30, 2025 and 2024 8
(d) Consolidated Statements of Shareholders’ Equity - Three months andninemonths endedSeptember30, 2025 and 2024 9
(e) Consolidated Statements of Cash Flows -Ninemonths endedSeptember30, 2025 and 2024 10
(f) Notes to Consolidated Financial Statements 11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 35
Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk 61
Item 4. Controls and Procedures 64
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 65
Item 1A. Risk Factors 65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 65
Item 3. Defaults Upon Senior Securities - (not applicable)
Item 4. Mine Safety Disclosures - (not applicable)
Item 5. Other Information 65
Item 6. Exhibits 66
Signatures 67

Note: Some numbers contained in the document may not sum due to rounding

GLOSSARY OF DEFINED ACRONYMS AND TERMS
2025 Repurchase Program The authorization, commencing on January 1, 2025 and expiring on December 31, 2025, to repurchase up to $125 million of the Corporation's common stock; under this authorization, up to $25 million of the $125 million authorization may be used to repurchase the Corporation's preferred stock and outstanding Subordinated Notes due 2030
ACL Allowance for credit losses
Acquisition Date April 26, 2024, the date of the Republic First Transaction
AFS Available for sale
ALCO Asset/Liability Management Committee
AOCI Accumulated other comprehensive income (loss)
ASC Accounting Standards Codification
ASU Accounting Standards Update
BHCA Bank Holding Company Act of 1956, as amended
bp or bps Basis point(s)
Capital Rules Regulatory capital requirements applicable to the Corporation and Fulton Bank
CDI Core deposit intangible
CECL Day 1 Provision Initial provision for credit losses required on non-PCD Loans acquired in the Republic First Transaction
Corporation, Company, we, our or us Fulton Financial Corporation
Directors' Plan Amended and Restated 2023 Director Equity Plan
Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act
Employee Equity Plan 2022 Amended and Restated Equity and Cash Incentive Compensation Plan
ESPP Employee Stock Purchase Plan
ETR Effective tax rate
Exchange Act Securities Exchange Act of 1934, as amended
FASB Financial Accounting Standards Board
FDIC Federal Deposit Insurance Corporation
Federal Reserve Board Board of Governors of the Federal Reserve System
FHLB Federal Home Loan Bank
FRB Federal Reserve Bank
FTE Fully taxable-equivalent
Fulton Bank or the Bank Fulton Bank, N.A.
GAAP U.S. generally accepted accounting principles
H.R. 1 The reconciliation bill titled "An Act to provide for reconciliation pursuant to Title II of H. Con. Res. 14," formerly titled the "One Big Beautiful Bill Act"
HTM Held to maturity
LTV Loan-to-value
Management's Discussion Management's Discussion and Analysis of Financial Condition and Results of Operations
Merger The acquisition by the Corporation of Prudential Bancorp effective as of July 1, 2022
MSRs Mortgage servicing rights
Net loans Loan and lease receivables (net of unearned income)
NIM Net interest margin
N/M Not meaningful
OBS Off-balance-sheet
OCI Other comprehensive income (loss)
OREO Other real estate owned
Parent Company Fulton Financial Corporation individually
--- ---
PCD Purchased with more-than-insignificant credit deterioration
PCD Loans Loans purchased with more-than-insignificant credit deterioration
PD Probability of default
Pension Plan Defined Benefit Pension Plan
Postretirement Plan Postretirement Benefits Plan
PSU Performance-based restricted stock unit
Prudential Bancorp Prudential Bancorp, Inc.
Republic First Bank Republic First Bank, doing business as Republic Bank
Republic First Transaction The acquisition of substantially all of the assets and assumption of substantially all of the deposits and certain liabilities of Republic First Bank by Fulton Bank from the FDIC, as receiver for Republic First Bank
RSU Restricted stock unit
SAB Staff Accounting Bulletin
Sale-Leaseback Transaction Sale of 40 financial center office locations to certain affiliates of Blue Owl Capital Inc. with concurrent agreements to lease each of the locations
SBA Small Business Administration
SEC United States Securities and Exchange Commission
Subordinated Notes due 2030 The Corporation's 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030
TruPS Trust Preferred Securities

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

•the impact of adverse conditions in the economy and financial markets, including elevated interest rates and trade policies and the imposition of tariffs and retaliatory tariffs, on the performance of the Corporation's loan portfolio and demand for the Corporation's products and services;

•the potential impacts of events affecting the financial services industry on the Corporation, including increased competition for, and costs of, deposits and other funding sources, more stringent regulatory requirements relating to liquidity and interest rate risk management and capital adequacy and increased FDIC insurance expenses;

•the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact the money supply and market interest rates;

•the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on NIM and net interest income;

•the composition of the Corporation's loan portfolio, including commercial mortgage loans, commercial and industrial loans and construction loans, which collectively represent a majority of the loan portfolio, may expose the Corporation to increased credit risk;

•the effects of changes in interest rates on demand for the Corporation's products and services;

•investment securities gains and losses, including declines in the fair value of securities which may result in charges to earnings or shareholders' equity;

•the effects of changes in interest rates or disruptions in liquidity markets on the Corporation's sources of funding;

•capital and liquidity strategies, including the Corporation's ability to comply with applicable capital and liquidity requirements, and the Corporation's ability to generate capital internally or raise capital on favorable terms;

•the effects of competition on deposit rates and growth, loan rates and growth and NIM;

•possible goodwill impairment charges;

•the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;

•the loss of, or failure to safeguard, confidential or proprietary information;

•the Corporation's failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks;

•the impact of failures of third-party vendors upon which the Corporation relies to perform in accordance with contractual arrangements and the effects of concerns about other financial institutions on the Corporation;

•the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;

•the potential effects of climate change on the Corporation's business and results of operations;

•the potential effects of increases in non-performing assets, which may require the Corporation to increase the ACL, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;

•the determination of the ACL, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, among other factors;

•the effects of the extensive level of regulation and supervision to which the Corporation and Fulton Bank are subject;

•changes in law, regulation and government policy, which could result in significant changes in banking and financial services regulation;

•the continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;

•the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to the Corporation's reputation;

•the effects of adverse outcomes in litigation and governmental or administrative proceedings;

•the effects of changes in U.S. federal, state or local tax laws;

•the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;

•the Corporation's ability to realize anticipated reductions in non-interest expense and increases in revenue from strategic initiatives implemented from time to time intended to simplify its operating model, improve its relationship banking focus, increase productivity and enhance the customer experience;

•completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;

•geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, including the war between Russia and Ukraine and ongoing conflicts in the Middle East, which could impact business and economic conditions in the United States and abroad;

•public health crises and pandemics and their effects on the economic and business environments in which the Corporation operates, including on the Corporation's credit quality and business operations, as well as the impact on general economic and financial market conditions;

•the Corporation's ability to achieve its growth plans;

•the Corporation's ability to attract and retain talented personnel;

•the effects of competition from financial service companies and other companies offering bank services;

•the Corporation's ability to keep pace with technological changes;

•the Corporation's reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;

•the effects of negative publicity on the Corporation's reputation; and

•other factors that may affect future results of the Corporation.

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per-share data)

September 30, 2025 December 31,<br>2024
(unaudited)
ASSETS
Cash and due from banks $ 307,267 $ 279,041
Interest-bearing deposits with other banks 506,930 784,830
Cash and Cash Equivalents 814,197 1,063,871
FRB and FHLB stock 136,181 139,574
Loans held for sale 19,875 25,618
Investment securities:
AFS, at estimated fair value 3,594,076 3,410,899
HTM, at amortized cost 1,451,194 1,395,569
Net loans 24,041,489 24,044,919
Less: ACL - loans (376,258) (379,156)
Loans, Net 23,665,231 23,665,763
Net premises and equipment 178,644 195,527
Accrued interest receivable 114,003 117,029
Goodwill and net intangible assets 618,361 635,458
Other assets 1,403,324 1,422,502
Total Assets $ 31,995,086 $ 32,071,810
LIABILITIES
Deposits:
Noninterest-bearing $ 5,136,210 $ 5,499,760
Interest-bearing 21,196,280 20,629,673
Total Deposits 26,332,490 26,129,433
Borrowings:
FHLB advances 450,000 850,000
Senior debt and subordinated debt 367,557 367,316
Other borrowings 654,404 564,732
Total Borrowings 1,471,961 1,782,048
Accrued interest payable 22,583 31,620
Other liabilities 754,454 931,384
Total Liabilities 28,581,488 28,874,485
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 10,000,000 shares authorized; Series A, 200,000 shares issued as of September 30, 2025 and December 31, 2024, liquidation preference of $1,000 per share 192,878 192,878
Common stock, $2.50 par value, 600,000,000 shares authorized, 247,085,529 shares issued as of September 30, 2025 and 245,946,392 shares issued as of December 31, 2024 617,714 614,866
Additional paid-in capital 1,798,679 1,789,214
Retained earnings 1,962,390 1,775,620
Accumulated other comprehensive loss (227,542) (287,819)
Treasury stock, at cost, 66,220,076 shares as of September 30, 2025 and 63,857,567 shares as of December 31, 2024 (930,521) (887,434)
Total Shareholders' Equity 3,413,598 3,197,325
Total Liabilities and Shareholders' Equity $ 31,995,086 $ 32,071,810
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(dollars in thousands, except per-share data) Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
Interest Income
Loans, including fees $ 355,505 $ 373,247 $ 1,046,896 $ 1,037,160
Investment securities 47,944 36,342 141,643 93,543
Other interest income 7,557 18,067 24,919 37,125
Total Interest Income 411,006 427,656 1,213,458 1,167,828
Interest Expense
Deposits 130,237 145,324 390,323 379,985
Federal funds purchased — — 12 2,881
FHLB advances 5,791 8,824 21,741 29,572
Senior debt and subordinated debt 4,960 5,299 13,584 15,904
Other borrowings and interest-bearing liabilities 5,820 10,200 17,493 32,820
Total Interest Expense 146,808 169,647 443,153 461,162
Net Interest Income 264,198 258,009 770,305 706,666
Provision for credit losses 10,245 11,929 32,749 54,910
Net Interest Income After Provision for Credit Losses 253,953 246,080 737,556 651,756
Non-Interest Income
Wealth management 22,639 21,596 66,705 62,741
Commercial banking 23,165 22,289 67,925 62,528
Consumer banking 15,174 14,928 42,770 41,196
Mortgage banking 3,711 3,142 10,841 10,183
Gain on acquisition, net of tax — (7,706) — 39,685
Other 5,718 5,425 18,547 13,756
Non-Interest Income Before Investment Securities (Losses) Gains, Net 70,407 59,674 206,788 230,089
Investment securities (losses) gains, net — (1) (2) (20,283)
Total Non-Interest Income 70,407 59,673 206,786 209,806
Non-Interest Expense
Salaries and employee benefits 111,265 118,824 321,914 324,935
Data processing and software 18,535 20,314 55,396 58,332
Net occupancy 15,954 18,999 50,571 52,942
Other outside services 12,951 15,839 36,797 46,055
Intangible amortization 5,368 6,287 17,097 11,548
FDIC insurance 5,089 5,109 15,638 17,909
Equipment 3,926 4,860 12,175 13,461
Marketing 2,470 2,251 7,595 6,263
Professional fees 2,320 2,811 3,405 7,470
Acquisition-related expenses — 14,195 380 27,998
Other 18,696 16,600 57,877 36,263
Total Non-Interest Expense 196,574 226,089 578,845 603,176
Income Before Income Taxes 127,786 79,664 365,497 258,386
Income taxes 27,332 16,458 72,858 38,264
Net Income 100,454 63,206 292,639 220,122
Preferred stock dividends (2,562) (2,562) (7,686) (7,686)
Net Income Available to Common Shareholders $ 97,892 $ 60,644 $ 284,953 $ 212,436
PER SHARE:
Net income available to common shareholders (basic) $ 0.54 $ 0.33 $ 1.57 $ 1.23
Net income available to common shareholders (diluted) 0.53 0.33 1.55 1.21
Cash dividends 0.18 0.17 0.54 0.51
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
Net Income $ 100,454 $ 63,206 $ 292,639 $ 220,122
Other comprehensive income, net of tax:
Unrealized gains on AFS investment securities:
Net unrealized holding gains 38,606 68,560 43,018 37,696
Reclassification adjustment for securities net change realized in net income — 1 2 15,689
Amortization of net unrealized gains on AFS investment securities transferred to HTM 1,330 1,422 4,000 4,212
Net Unrealized Gains on AFS Investment Securities 39,936 69,983 47,020 57,597
Unrealized gains (losses) on interest rate derivatives used in cash flow hedges:
Net unrealized holding (losses) gains (289) (6,624) 1,519 (71)
Reclassification adjustment for net change realized in net income 4,586 3,979 12,056 11,769
Net Unrealized Gains (Losses) on Interest Rate Derivatives Used in Cash Flow Hedges 4,297 (2,645) 13,575 11,698
Defined benefit pension plan and postretirement benefits:
Amortization of net unrecognized pension and postretirement items (106) (106) (318) (317)
Other Comprehensive Income, Net of Tax 44,127 67,232 60,277 68,978
Total Comprehensive Income $ 144,581 $ 130,438 $ 352,916 $ 289,100
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per-share data)

Common Stock Additional Retained<br>Earnings Accumulated Other Comprehensive<br>Income (Loss) Treasury<br>Stock Total
Amount Shares Outstanding Amount Paid-in<br>Capital
Three months ended September 30, 2025
Balance at June 30, 2025 $ 192,878 182,379 $ 617,501 $ 1,793,909 $ 1,897,052 $ (271,669) $ (900,425) $ 3,329,246
Net income 100,454 100,454
Other comprehensive income (loss) 44,127 44,127
Common stock issued(1) 33 84 563 647
Dividend reinvestment activity 68 368 951 1,319
Stock-based compensation awards (repurchases), net 35 129 3,839 (317) 3,651
Acquisition of treasury stock (1,650) (30,730) (30,730)
Preferred stock dividend (2,562) (2,562)
Common stock dividends - 0.18 per share (32,554) (32,554)
Balance at September 30, 2025 $ 192,878 180,865 $ 617,714 $ 1,798,679 $ 1,962,390 $ (227,542) $ (930,521) $ 3,413,598
Three months ended September 30, 2024
Balance at June 30, 2024 $ 192,878 181,831 $ 614,523 $ 1,781,090 $ 1,712,646 $ (310,534) $ (888,994) $ 3,101,609
Net income 63,206 63,206
Other comprehensive income 67,232 67,232
Common stock issued(1) 34 85 469 554
Dividend reinvestment activity 75 300 1,026 1,326
Stock-based compensation awards (repurchases), net 17 65 3,618 (159) 3,524
Preferred stock dividend (2,562) (2,562)
Common stock dividends - 0.17 per share (30,946) (30,946)
Balance at September 30, 2024 $ 192,878 181,957 $ 614,673 $ 1,785,477 $ 1,742,344 $ (243,302) $ (888,127) $ 3,203,943
Nine months ended September 30, 2025
Balance at December 31, 2024 $ 192,878 182,089 $ 614,866 $ 1,789,214 $ 1,775,620 $ (287,819) $ (887,434) $ 3,197,325
Net income 292,639 292,639
Other comprehensive income 60,277 60,277
Common stock issued(1) 103 257 1,593 1,850
Dividend reinvestment activity 218 980 3,035 4,015
Stock-based compensation awards (repurchases), net 659 2,591 6,892 (6,467) 3,016
Acquisition of treasury stock (2,204) (39,655) (39,655)
Preferred stock dividend (7,686) (7,686)
Common stock dividends - 0.54 per share (98,183) (98,183)
Balance at September 30, 2025 $ 192,878 180,865 $ 617,714 $ 1,798,679 $ 1,962,390 $ (227,542) $ (930,521) $ 3,413,598
Nine months ended September 30, 2024
Balance at December 31, 2023 $ 192,878 163,801 $ 564,402 $ 1,552,860 $ 1,619,300 $ (312,280) $ (857,021) $ 2,760,139
Net income 220,122 220,122
Other comprehensive income 68,978 68,978
Common stock issued(2) 19,313 48,283 226,569 12 274,864
Dividend reinvestment activity 252 574 3,502 4,076
Stock-based compensation awards (repurchases), net 525 1,988 5,474 (4,272) 3,190
Acquisition of treasury stock (1,934) (30,348) (30,348)
Preferred stock dividend (7,686) (7,686)
Common stock dividends - 0.51 per share (89,392) (89,392)
Balance at September 30, 2024 $ 192,878 181,957 $ 614,673 $ 1,785,477 $ 1,742,344 $ (243,302) $ (888,127) $ 3,203,943
See Notes to Consolidated Financial Statements

All values are in US Dollars.

(1) Issuance of common stock includes issuance in connection with the Corporation's ESPP.

(2) Issuance of common stock includes issuance in connection with the Corporation's ESPP, exercised stock options and 19,166,667 shares of common stock in an underwritten public offering

that closed on May 1, 2024.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands) Nine months ended September 30
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 292,639 $ 220,122
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 32,749 54,910
Depreciation and amortization of premises and equipment 21,235 22,789
Net amortization of investment securities premiums 1,227 725
Net accretion of loan discounts (37,259) (24,821)
Investment securities losses, net 2 20,283
Gain on sales of mortgage loans held for sale (6,572) (5,952)
Proceeds from sales of mortgage loans held for sale 381,870 397,694
Originations of mortgage loans held for sale (369,554) (394,262)
Intangible amortization 17,097 11,548
Amortization of issuance costs and discounts on long-term borrowings 241 533
Gain on acquisition, net of tax — (39,685)
Gain on disposal of premises and equipment (841) (44)
Gain on sale-leaseback transaction (606) (20,266)
Stock-based compensation 9,483 7,462
Net change in deferred income tax (2,549) 31,203
Net change in accrued salaries and benefits (9,147) 11,035
Net change in life insurance cash surrender value (13,459) (15,317)
Other changes, net (108,045) 10,714
Total adjustments (84,128) 68,549
Net Cash Provided by Operating Activities 208,511 288,671
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS investment securities 14,966 2,300,487
Proceeds from principal repayments and maturities of AFS investment securities 409,512 194,108
Proceeds from principal repayments and maturities of HTM investment securities 67,718 40,561
Purchase of AFS investment securities (556,643) (1,450,128)
Purchase of HTM investment securities (118,967) —
Net change in FRB and FHLB stock 3,393 (18,807)
Net change in loans 5,456 (277,669)
Net purchases of premises and equipment (14,227) (1,241)
Settlement of bank owned life insurance 2,277 1,053
Proceeds from sale-leaseback transaction 11,323 51,123
Net cash received (paid) for acquisitions — 1,018,371
Net change in tax credit investments (29,376) (30,109)
Net Cash (Used in) Provided by Investing Activities (204,568) 1,827,749
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand and savings deposits 453,803 357,522
Net change in time deposits and brokered deposits (250,746) 144,673
Net change in borrowings (310,328) (1,871,808)
Net proceeds from common stock 5,865 270,606
Dividends paid (106,089) (96,095)
Acquisition of treasury stock (46,122) (30,348)
Net Cash Used in Financing Activities (253,617) (1,225,450)
Net (decrease) increase in Cash and Cash Equivalents (249,674) 890,970
Cash and Cash Equivalents at Beginning of Period 1,063,871 549,710
Cash and Cash Equivalents at End of Period $ 814,197 $ 1,440,680
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 452,190 $ 459,522
Income taxes 70,221 20,739
Business Combination
Fair value of tangible assets acquired $ — $ 4,708,947
Intangible assets — 92,600
Liabilities assumed — 5,560,160
PCD Loans credit discount — 54,767
See Notes to Consolidated Financial Statements

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of the Corporation have been prepared in conformity with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Corporation evaluates subsequent events through the date of filing of this Quarterly Report on Form 10-Q with the SEC for potential recognition or disclosure in the Consolidated Financial Statements.

Significant Accounting Policies

The significant accounting policies used in the preparation of the Consolidated Financial Statements are disclosed in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024. Those significant accounting policies are unchanged at September 30, 2025.

Recently Adopted Accounting Standards

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This update requires public entities with reportable segments to provide additional and more detailed disclosures. The Corporation adopted ASU 2023-07 on December 15, 2024, and it did not have a material impact on its Consolidated Financial Statements.

In December 2023, FASB issued ASU 2023-08 Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"). This update provides guidance for crypto assets to be carried at fair value and requires additional disclosures. The Corporation adopted ASU 2023-08 on January 1, 2025, and it did not have an impact on its Consolidated Financial Statements. The Corporation does not own crypto assets.

In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"). This update provides guidance for profits interest and similar awards. The Corporation adopted ASU 2024-01 on January 1, 2025, and it did not have a material impact on its Consolidated Financial Statements.

In March 2025, FASB issued ASU 2025-02 Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 ("ASU 2025-02"). This update removes SEC guidance provided in SAB No. 121, Accounting for Obligations To Safeguard Crypto-Assets an Entity Holds for its Platform Users. The Corporation retrospectively adopted ASU 2025-02 on January 1, 2025, and it did not have an impact on its Consolidated Financial Statements.

Recently Issued Accounting Standards

In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This update requires companies to disclose specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. The Corporation will adopt ASU 2023-09 on December 15, 2025. The Corporation does not expect the adoption of ASU 2023-09 to have a material impact on its Consolidated Financial Statements.

In November 2024, FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense ("ASU 2024-03"). This update requires disaggregation of certain expenses in a note to the consolidated financial statements. The Corporation will adopt ASU 2024-03 on January 1, 2027. The Corporation does not expect the adoption of ASU 2024-03 to have a material impact on its Consolidated Financial Statements.

In November 2024, FASB issued ASU 2024-04 Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"). This update clarifies the requirements for determining whether settlement of convertible debt should be accounted for as induced conversion. The Corporation will adopt ASU 2024-04 on January 1, 2026. The Corporation does not expect the adoption of ASU 2024-04 to have an impact on its Consolidated Financial Statements.

In January 2025, FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). This update clarifies the effective date of ASU 2024-03. The Corporation will adopt ASU 2025-01 on January 1, 2027. The Corporation does not expect the adoption of ASU 2025-01 to have a material impact on its Consolidated Financial Statements.

In May 2025, FASB issued ASU 2025-03 Business Combination (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in an Acquisition of a Variable Interest Entity ("ASU 2025-03"). This update addresses the determination of the accounting acquirer in an acquisition of a variable interest entity. The Corporation will adopt ASU 2025-03 on January 1, 2027. The Corporation does not expect the adoption of ASU 2025-03 to have a material impact on its Consolidated Financial Statements.

In May 2025, FASB issued ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) - Clarifications to Share-Based Consideration Payable to a Customer ("ASU 2025-04"). This update revises the definition of performance condition for share-based consideration payable to a customer, eliminates the forfeiture policy for most awards granted to customers, and clarifies the applicability of the variable consideration constraint. The Corporation will adopt ASU 2025-04 on January 1, 2027. The Corporation does not expect the adoption of ASU 2025-04 to have a material impact on its Consolidated Financial Statements.

In July 2025, FASB issued ASU 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). This update allows public companies to use a practical expedient when estimating credit losses on current receivables and current customer contracts. The Corporation will adopt ASU 2025-05 on January 1, 2026. The Corporation does not expect the adoption of ASU 2025-05 to have a material impact on its Consolidated Financial Statements.

In September 2025, FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). This update modernizes internal-use software guidance to apply regardless of the method used to develop software. The effective date of the amendment for the Corporation is January 1, 2028 with early adoption permitted as of the beginning of an annual reporting period. The Corporation plans to adopt as of January 1, 2026 on a prospective basis. The Corporation does not expect the adoption of ASU 2025-06 to have a material impact on its Consolidated Financial Statements.

In September 2025, FASB issued ASU 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract ("ASU 2025-07"). This update refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting and clarifies guidance under Topic 606 for share-based noncash consideration from a customer in revenue contracts. The Corporation will adopt ASU 2025-07 on January 1, 2027. The Corporation does not expect the adoption of ASU 2025-07 to have a material impact on its Consolidated Financial Statements.

Reclassifications

Certain amounts in the 2024 Consolidated Financial Statements and notes have been reclassified to conform to the 2025 presentation.

NOTE 2 – Business Combinations

On the Acquisition Date, Fulton Bank completed the Republic First Transaction and acquired approximately $4.8 billion of assets of Republic First Bank and received approximately $0.8 billion of cash from the FDIC. The Bank assumed approximately $5.6 billion of total liabilities of Republic First Bank. The Bank did not enter into a loss sharing arrangement with the FDIC in connection with the Republic First Transaction.

As a result of the Republic First Transaction, the Bank enhanced its presence in Philadelphia, Pennsylvania and New Jersey.

The Republic First Transaction constitutes a business combination as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values. The determination of

fair values required management to make certain estimates and assumptions about discount rates, future expected cash flows and market conditions at the time of the Republic First Transaction.

The financial settlement process between the Bank and the FDIC concluded on April 25, 2025 with no additional adjustments required to the preliminary gain on acquisition, net of income taxes.

The excess of the fair value of net assets acquired and the cash consideration received from the FDIC over the fair value of liabilities assumed was recorded as a gain on acquisition of $37.0 million, net of income taxes.

The following table summarizes the consideration transferred and the fair values of identifiable assets acquired and liabilities assumed in connection with the Republic First Transaction:

Estimated Fair Value
(dollars in thousands)
Cash payment received from FDIC $ 809,920
Assets acquired:
Cash and due from banks 208,451
Investment securities 1,938,571
Loans 2,495,810
Premises and equipment 184
CDI 92,600
FHLB Stock 37,931
Accrued interest receivable 16,164
Other assets 10,179
Total assets 4,799,890
Liabilities assumed:
Deposits 4,112,143
Borrowings 1,413,751
Accrued interest payable 33,444
Other liabilities 2,641
Total liabilities 5,561,979
Net assets acquired: (762,089)
Gain on acquisition, before income taxes $ 47,831
Gain on acquisition, net of income taxes $ 36,996

The following table presents information with respect to the fair value and unpaid principal balance of acquired loans and leases at the Acquisition Date in connection with the Republic First Transaction:

April 26, 2024
Unpaid Principal Balance Estimated Fair Value
(dollars in thousands)
Real estate - commercial mortgage $ 1,384,029 $ 1,234,409
Commercial and industrial 310,190 279,309
Real-estate - residential mortgage 947,144 752,331
Real-estate - home equity 90,882 84,369
Real-estate - construction 149,047 142,768
Consumer 2,638 2,624
Total acquired loans $ 2,883,930 $ 2,495,810

The following table summarizes PCD Loans acquired in the Republic First Transaction as of the Acquisition Date:

April 26, 2024
(dollars in thousands)
Book balance of loans with deteriorated credit quality at acquisition $ 1,014,559
Fair value of loans with deteriorated credit quality at acquisition 895,588
Fair value discount 118,971
PCD Loans credit discount (54,631)
Non-credit discount $ 64,340

The Republic First Transaction resulted in the addition of $78.1 million to the ACL, including the $54.6 million identified in the table above for PCD Loans, and $23.4 million recorded through the provision for credit losses at the Acquisition Date for non-PCD Loans.

Acquisition-related expenses:

The Corporation developed a comprehensive integration plan under which it expenses direct costs as incurred. For the nine months ended September 30, 2025, these direct costs totaled $380 thousand. Costs related to the Republic First Transaction are included in acquisition-related expenses in the unaudited Consolidated Statements of Income.

Unaudited Pro Forma Information:

Republic First Bank did not have historical financial information on which the Corporation could base pro forma information. Additionally, the Bank did not acquire all of the assets or assume all of the liabilities of Republic First Bank. Therefore, it was impracticable to provide pro forma information on revenues and earnings for the Republic First Transaction in accordance with ASC 805-10-50-2.

NOTE 3 – Restrictions on Cash and Cash Equivalents

Cash collateral is posted by the Corporation with counterparties to secure derivatives and other contracts, which is included in "interest-bearing deposits with other banks" on the Consolidated Balance Sheets. The amounts of such collateral as of September 30, 2025 and December 31, 2024 were $27.3 million and $4.0 million, respectively.

NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities:

September 30, 2025
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Estimated<br>Fair<br>Value
Available for Sale (dollars in thousands)
State and municipal securities $ 954,132 $ 155 $ (142,551) $ 811,736
Corporate debt securities 261,087 1,125 (7,173) 255,039
Collateralized mortgage obligations 1,129,328 13,744 (7,630) 1,135,442
Residential mortgage-backed securities 877,560 4,923 (23,491) 858,992
Commercial mortgage-backed securities 624,969 7 (92,109) 532,867
Total $ 3,847,076 $ 19,954 $ (272,954) $ 3,594,076
Held to Maturity
Residential mortgage-backed securities $ 597,922 $ 3,819 $ (45,910) $ 555,831
Commercial mortgage-backed securities 853,272 — (123,753) 729,519
Total $ 1,451,194 $ 3,819 $ (169,663) $ 1,285,350
December 31, 2024
--- --- --- --- --- --- --- --- ---
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Estimated<br>Fair<br>Value
Available for Sale (dollars in thousands)
State and municipal securities $ 960,227 $ 106 $ (145,446) $ 814,887
Corporate debt securities 313,681 1,123 (14,434) 300,370
Collateralized mortgage obligations 798,157 4,629 (13,901) 788,885
Residential mortgage-backed securities 1,029,846 30 (40,001) 989,875
Commercial mortgage-backed securities 617,605 — (100,723) 516,882
Total $ 3,719,516 $ 5,888 $ (314,505) $ 3,410,899
Held to Maturity
Residential mortgage-backed securities $ 537,856 $ 2 $ (60,162) $ 477,696
Commercial mortgage-backed securities 857,713 — (151,960) 705,753
Total $ 1,395,569 $ 2 $ (212,122) $ 1,183,449

In May 2024, the Corporation sold $345.7 million of AFS investment securities and recorded a pre-tax loss of $20.3 million. The proceeds from the sale were reinvested into higher-yielding securities of a similar type and similar duration.

Investment securities carried at $343.8 million and $325.2 million at September 30, 2025 and December 31, 2024, respectively, were pledged as collateral to secure public and trust deposits.

The amortized cost and estimated fair values of debt securities as of September 30, 2025, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because issuers may have the right to call, or borrowers may have the right to prepay, with or without call or prepayment penalties.

September 30, 2025
Available for Sale Held to Maturity
Amortized<br>Cost Estimated<br>Fair Value Amortized<br>Cost Estimated<br>Fair Value
(dollars in thousands)
Due in one year or less $ 14,985 $ 14,973 $ — $ —
Due from one year to five years 134,559 133,654 — —
Due from five years to ten years 234,449 228,280 — —
Due after ten years 831,226 689,868 — —
1,215,219 1,066,775 — —
Residential mortgage-backed securities(1) 877,560 858,992 597,922 555,831
Commercial mortgage-backed securities(1) 624,969 532,867 853,272 729,519
Collateralized mortgage obligations(1) 1,129,328 1,135,442 — —
Total $ 3,847,076 $ 3,594,076 $ 1,451,194 $ 1,285,350

(1) Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the

underlying loans.

The following table presents information related to gross realized gains and losses on the sales of securities for the periods presented:

Gross Realized Gains Gross Realized Losses Net Gains (Losses)
Three months ended (dollars in thousands)
September 30, 2025 $ — $ — $ —
September 30, 2024 88 (89) (1)
Nine months ended
September 30, 2025 $ 663 $ (665) $ (2)
September 30, 2024 179 (20,462) (20,283)

The following tables present the gross unrealized losses and estimated fair values of investment securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

September 30, 2025
Less than 12 months 12 months or longer Total
Number of Securities Estimated<br>Fair Value Unrealized<br>Losses Number of Securities Estimated<br>Fair Value Unrealized<br>Losses Estimated<br>Fair Value Unrealized<br>Losses
Available for Sale (dollars in thousands)
State and municipal securities 13 $ 32,823 $ (1,745) 271 $ 746,671 $ (140,806) $ 779,494 $ (142,551)
Corporate debt securities 3 19,150 (167) 29 194,669 (7,006) 213,819 (7,173)
Collateralized mortgage obligations 3 49,367 (12) 73 77,186 (7,618) 126,553 (7,630)
Residential mortgage-backed securities 6 137,019 (217) 75 262,049 (23,274) 399,068 (23,491)
Commercial mortgage-backed securities 3 49,175 (563) 131 480,609 (91,546) 529,784 (92,109)
Total available for sale 28 $ 287,534 $ (2,704) 579 $ 1,761,184 $ (270,250) $ 2,048,718 $ (272,954)
Held to Maturity
Residential mortgage-backed securities — $ — $ — 120 $ 283,766 $ (45,910) $ 283,766 $ (45,910)
Commercial mortgage-backed securities — — — 60 729,519 (123,753) 729,519 (123,753)
Total held to maturity — $ — $ — 180 $ 1,013,285 $ (169,663) $ 1,013,285 $ (169,663)
December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Less than 12 months 12 months or longer Total
Number of Securities Estimated<br>Fair Value Unrealized<br>Losses Number of Securities Estimated<br>Fair Value Unrealized<br>Losses Estimated<br>Fair Value Unrealized<br>Losses
Available for Sale (dollars in thousands)
State and municipal securities 22 $ 53,026 $ (1,692) 272 $ 755,310 $ (143,754) $ 808,336 $ (145,446)
Corporate debt securities 1 4,844 (13) 47 264,099 (14,421) 268,943 (14,434)
Collateralized mortgage obligations 12 288,871 (3,463) 77 85,485 (10,438) 374,356 (13,901)
Residential mortgage-backed securities 42 777,695 (9,178) 69 174,284 (30,823) 951,979 (40,001)
Commercial mortgage-backed securities 1 19,291 (875) 135 497,591 (99,848) 516,882 (100,723)
Total available for sale 78 $ 1,143,727 $ (15,221) 600 $ 1,776,769 $ (299,284) $ 2,920,496 $ (314,505)
Held to Maturity
Residential mortgage-backed securities 7 $ 155,726 $ (1,754) 120 $ 303,220 $ (58,408) $ 458,946 $ (60,162)
Commercial mortgage-backed securities — — — 60 705,753 (151,960) 705,753 (151,960)
Total held to maturity 7 $ 155,726 $ (1,754) 180 $ 1,008,973 $ (210,368) $ 1,164,699 $ (212,122)

The Corporation's collateralized mortgage obligations, residential mortgage-backed securities and commercial mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not credit quality. In addition, these securities have principal payments that are guaranteed by U.S. government-sponsored agencies. Therefore, the Corporation did not record an ACL for these securities as of September 30, 2025 and December 31, 2024. The Corporation does not have the intent to sell, and does not believe it will more likely than not be required to sell, any of these securities prior to a recovery of their fair value to amortized cost.

Based on the payment status and management's evaluation of the Corporation's state and municipal securities, no ACL was required for these securities as of September 30, 2025 and December 31, 2024. The Corporation does not have the intent to sell, and does not believe it will more likely than not be required to sell, any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

The majority of the corporate debt securities were rated at or above investment grade as of September 30, 2025 and December 31, 2024. Based on the payment status, rating and management's evaluation of these securities, no ACL was required for corporate debt securities as of September 30, 2025 and December 31, 2024. The Corporation does not have the intent to sell, and does not believe it will more likely than not to be required to sell, any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

NOTE 5 - Loans and Allowance for Credit Losses

Loans and leases, net of unearned income

Loans and leases, net of unearned income, are summarized as follows:

September 30,<br>2025 December 31,<br>2024
(dollars in thousands)
Real estate - commercial mortgage $ 9,734,156 $ 9,601,858
Commercial and industrial 4,437,905 4,605,589
Real-estate - residential mortgage 6,617,017 6,349,643
Real-estate - home equity 1,214,399 1,160,616
Real-estate - construction 1,134,748 1,394,899
Consumer 566,291 616,856
Leases and other loans(1) 336,973 315,458
Net loans $ 24,041,489 $ 24,044,919

(1) Includes unearned income of $37.8 million and $35.6 million as of September 30, 2025 and December 31, 2024, respectively.

Allowance for Credit Losses

The ACL consists of reserves against loans that have been evaluated collectively and individually for expected credit losses. The ACL represents an estimate of expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to net loans. The ACL is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. The reserve for OBS credit exposures includes estimated losses on unfunded loan commitments, letters of credit and other OBS credit exposures.

The following table summarizes the ACL - loans balance and the reserve for OBS credit exposures balance:

September 30,<br>2025 December 31,<br>2024
(dollars in thousands)
ACL - loans $ 376,258 $ 379,156
Reserve for OBS credit exposures(1) $ 14,575 $ 14,161

(1) Included in other liabilities on the Consolidated Balance Sheets.

The following table presents the activity in the ACL - loans balances:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Balance at beginning of period $ 377,337 $ 375,941 $ 379,156 293,404
CECL Day 1 Provision(1) — — — 23,444
Initial PCD allowance for credit losses — (1,139) — 54,767
Loans charged off (19,439) (13,144) (55,388) (38,103)
Recoveries of loans previously charged off 8,510 2,022 20,155 7,081
Net loans (charged off) recovered (10,929) (11,122) (35,233) (31,022)
Provision for credit losses(1) (2) 9,850 12,281 32,335 35,368
Balance at end of period $ 376,258 $ 375,961 $ 376,258 $ 375,961
Provision for OBS credit exposures(1) $ 395 $ (352) $ 414 $ (3,902)
Reserve for OBS credit exposures $ 14,575 $ 14,188 $ 14,575 $ 14,188

(1) The sum of these amounts is reflected in the provision for credit losses in the Consolidated Statements of Income.

(2) Provision only includes the portion related to net loans.

The following table presents the activity in the ACL by portfolio segment:

Real Estate <br>Commercial<br>Mortgage Commercial and<br>Industrial Real Estate Residential<br>Mortgage Consumer and Real Estate - Home<br>Equity Real Estate<br>Construction Leases and other loans Total
(dollars in thousands)
Three months ended September 30, 2025
Balance at June 30, 2025 $ 153,383 $ 97,520 $ 82,356 $ 19,481 $ 20,736 $ 3,861 $ 377,337
Loans charged off (3,906) (5,847) (394) (2,527) (5,286) (1,479) (19,439)
Recoveries of loans previously charged off 4,307 3,205 33 726 47 192 8,510
Net loans (charged off) recovered 401 (2,642) (361) (1,801) (5,239) (1,287) (10,929)
Provision for loan losses(1) (2) 2,010 (818) 6,030 3,859 (2,068) 837 9,850
Balance at September 30, 2025 $ 155,794 $ 94,060 $ 88,025 $ 21,539 $ 13,429 $ 3,411 $ 376,258
Three months ended September 30, 2024
Balance at June 30, 2024 $ 156,165 $ 94,623 $ 89,714 $ 17,533 $ 14,610 $ 3,296 $ 375,941
CECL Day 1 Provision(1) — — — — — — —
Initial PCD allowance for credit losses — (1,139) — — — — (1,139)
Loans charged off (2,723) (6,256) (1,131) (2,308) — (726) (13,144)
Recoveries of loans previously charged off 107 1,008 130 545 103 129 2,022
Net loans (charged off) recovered (2,616) (5,248) (1,001) (1,763) 103 (597) (11,122)
Provision for loan and lease losses(1) (2) (10,255) 13,128 1,614 1,357 6,284 153 12,281
Balance at September 30, 2024 $ 143,294 $ 101,364 $ 90,327 $ 17,127 $ 20,997 $ 2,852 $ 375,961
Nine months ended September 30, 2025
Balance at December 31, 2024 $ 158,181 $ 92,212 $ 81,331 $ 19,397 $ 25,140 $ 2,895 $ 379,156
Loans charged off (22,414) (15,492) (995) (6,605) (5,387) (4,495) (55,388)
Recoveries of loans previously charged off 4,814 11,785 410 2,285 228 633 20,155
Net loans (charged off) recovered (17,600) (3,707) (585) (4,320) (5,159) (3,862) (35,233)
Provision for loan losses(1) (2) 15,213 5,555 7,279 6,462 (6,552) 4,378 32,335
Balance at September 30, 2025 $ 155,794 $ 94,060 $ 88,025 $ 21,539 $ 13,429 $ 3,411 $ 376,258
Nine months ended September 30, 2024
Balance at December 31, 2023 $ 112,565 $ 74,266 $ 73,286 $ 17,604 $ 12,295 $ 3,388 $ 293,404
CECL Day 1 Provision(1) 6,108 1,484 14,922 444 486 — 23,444
Initial PCD allowance for credit losses 32,157 19,730 565 357 1,958 — 54,767
Loans charged off (10,602) (16,843) (1,417) (6,312) — (2,929) (38,103)
Recoveries of loans previously charged off 405 3,052 368 2,382 336 538 7,081
Net loans (charged off) recovered (10,197) (13,791) (1,049) (3,930) 336 (2,391) (31,022)
Provision for loan losses(1)(2) 2,661 19,675 2,603 2,652 5,922 1,855 35,368
Balance at September 30, 2024 $ 143,294 $ 101,364 $ 90,327 $ 17,127 $ 20,997 $ 2,852 $ 375,961

(1) These amounts are reflected in the provision for credit loss in the Consolidated Statements of Income.

(2) Provision included in the table only includes the portion related to net loans.

The ACL may include qualitative adjustments intended to capture the impact of uncertainties not reflected in the quantitative models. In determining qualitative adjustments, management considers changes in national, regional, and local economic and business conditions and their impact on the lending environment, including underwriting standards and other factors affecting credit losses over the remaining life of each loan.

Collateral-Dependent Loans

A loan or a lease is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent loans or leases consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agricultural land, and vacant land. Commercial and industrial loans may also be secured by real estate.

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of September 30, 2025 and December 31, 2024, substantially all of the Corporation's individually evaluated loans with total commitments greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral, if any.

As of September 30, 2025 and December 31, 2024, approximately 97% and 90%, respectively, of loans evaluated individually for impairment with principal balances greater than or equal to $1.0 million, whose primary collateral consisted of real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated in the preceding 12 months, or actual fair value based on active, in-place, fully executed letters of intent to purchase or agreements of sale.

Non-accrual Loans

The following table presents total non-accrual loans, by class segment:

September 30, 2025 December 31, 2024
With a Related Allowance Without a Related Allowance Total With a Related Allowance Without a Related Allowance Total
(dollars in thousands)
Real estate - commercial mortgage $ 30,933 $ 39,047 $ 69,980 $ 31,654 $ 67,843 $ 99,497
Commercial and industrial 17,550 24,918 42,468 17,011 25,206 42,217
Real estate - residential mortgage 26,387 1,032 27,419 23,387 2,013 25,400
Real estate - home equity 6,891 — 6,891 8,513 78 8,591
Real estate - construction 2,073 — 2,073 1,746 — 1,746
Consumer 4 — 4 8 — 8
Leases and other loans 41 1,261 1,302 1,801 10,033 11,834
$ 83,879 $ 66,258 $ 150,137 $ 84,120 $ 105,173 $ 189,293

As of September 30, 2025 and December 31, 2024, there were $66.3 million and $105.2 million, respectively, of non-accrual loans that did not have a specific valuation allowance within the ACL. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

Asset Quality

Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For commercial construction loans, commercial and industrial loans, commercial real estate loans and leases and other loans, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk categories is a significant component of the ACL methodology for these loans, which bases the PD on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in a loan.

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the current period:

September 30, 2025
(dollars in thousands)
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans converted to Term Loans
Amortized Amortized
2025 2024 2023 2022 2021 Prior Cost Basis Cost Basis Total
Real estate - commercial mortgage
Pass $ 552,254 $ 714,745 $ 1,028,527 $ 1,131,833 $ 1,207,772 $ 3,939,956 $ 67,232 $ 200 $ 8,642,519
Special Mention 1,193 8,781 80,578 99,915 126,475 184,295 247 — 501,484
Substandard or Lower 2,219 13,202 94,296 138,212 113,965 226,793 1,466 — 590,153
Total real estate - commercial mortgage 555,666 736,728 1,203,401 1,369,960 1,448,212 4,351,044 68,945 200 9,734,156
Real estate - commercial mortgage
Current period gross charge-offs — — — (12,354) (5,982) (4,078) — — (22,414)
Commercial and industrial
Pass 375,082 358,333 366,333 466,290 216,555 840,307 1,356,878 3,703 3,983,481
Special Mention 2,877 13,166 17,751 7,311 5,666 17,319 95,702 9,619 169,411
Substandard or Lower 470 12,256 21,749 27,376 9,960 95,688 109,785 7,729 285,013
Total commercial and industrial 378,429 383,755 405,833 500,977 232,181 953,314 1,562,365 21,051 4,437,905
Commercial and industrial
Current period gross charge-offs (75) (1,272) (4,652) (3,467) (2,307) (3,453) (266) — (15,492)
Real estate - construction(1)
Pass 47,880 258,892 308,902 89,044 24,337 33,408 43,023 — 805,486
Special Mention — 1,166 20,895 3,952 3,367 19,745 1,086 — 50,211
Substandard or Lower — — 919 29,729 668 575 25 — 31,916
Total real estate - construction 47,880 260,058 330,716 122,725 28,372 53,728 44,134 — 887,613
Real estate - construction(1)
Current period gross charge-offs — — — (5,287) — (100) — — (5,387)
Leases and other loans
Pass 142,636 56,769 74,641 32,448 10,014 10,344 — — 326,852
Special Mention — 505 362 1,231 503 395 — — 2,996
Substandard or Lower 193 2,182 1,025 3,383 227 115 — — 7,125
Total leases and other loans 142,829 59,456 76,028 37,062 10,744 10,854 — — 336,973
Leases and other loans
Current period gross charge-offs (1,691) (962) (404) (246) (188) (1,004) — — (4,495)
Total
Pass 1,117,852 1,388,739 1,778,403 1,719,615 1,458,678 4,824,015 1,467,133 3,903 13,758,338
Special Mention 4,070 23,618 119,586 112,409 136,011 221,754 97,035 9,619 724,102
Substandard or Lower 2,882 27,640 117,989 198,700 124,820 323,171 111,276 7,729 914,207
Total $ 1,124,804 $ 1,439,997 $ 2,015,978 $ 2,030,724 $ 1,719,509 $ 5,368,940 $ 1,675,444 $ 21,251 $ 15,396,647

(1) Excludes non-commercial real estate - construction.

For a description of the Corporation's internal risk rating categories, see "Note 1 - Summary of Significant Accounting Policies" under the heading "Allowance for Credit Losses" in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the prior period:

December 31, 2024
(dollars in thousands)
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans converted to Term Loans
Amortized Amortized
2024 2023 2022 2021 2020 Prior Cost Basis Cost Basis Total
Real estate - commercial mortgage
Pass $ 623,742 $ 898,296 $ 1,138,669 $ 1,316,000 $ 1,077,625 $ 3,414,138 $ 69,942 $ 9,646 $ 8,548,058
Special Mention 4,441 73,348 149,280 157,543 28,734 107,099 10,978 — 531,423
Substandard or Lower 4,831 44,665 102,952 95,617 75,097 193,922 1,380 3,913 522,377
Total real estate - commercial mortgage 633,014 1,016,309 1,390,901 1,569,160 1,181,456 3,715,159 82,300 13,559 9,601,858
Real estate - commercial mortgage
Current period gross charge-offs — (126) (84) — — (12,950) — (26) (13,186)
Commercial and industrial
Pass 435,917 486,720 512,622 261,603 268,194 684,931 1,375,201 6,346 4,031,534
Special Mention 9,928 8,333 19,931 18,888 4,844 58,632 117,940 313 238,809
Substandard or Lower 10,795 16,593 34,748 10,183 12,496 49,439 176,755 24,237 335,246
Total commercial and industrial 456,640 511,646 567,301 290,674 285,534 793,002 1,669,896 30,896 4,605,589
Commercial and industrial
Current period gross charge-offs (612) (3,709) (2,560) (4,587) (317) (7,612) (3,553) (3,635) (26,585)
Real estate - construction(1)
Pass 197,206 494,072 157,296 37,438 8,784 41,480 30,608 619 967,503
Special Mention — 10,612 80,651 69,109 938 — — — 161,310
Substandard or Lower — — 14,407 10,399 — 20,350 121 1,906 47,183
Total real estate - construction 197,206 504,684 252,354 116,946 9,722 61,830 30,729 2,525 1,175,996
Real estate - construction(1)
Current period gross charge-offs — — — — — — — — —
Total
Pass 1,256,865 1,879,088 1,808,587 1,615,041 1,354,603 4,140,549 1,475,751 16,611 13,547,095
Special Mention 14,369 92,293 249,862 245,540 34,516 165,731 128,918 313 931,542
Substandard or Lower 15,626 61,258 152,107 116,199 87,593 263,711 178,256 30,056 904,806
Total $ 1,286,860 $ 2,032,639 $ 2,210,556 $ 1,976,780 $ 1,476,712 $ 4,569,991 $ 1,782,925 $ 46,980 $ 15,383,443

(1) Excludes non-commercial real estate - construction.

The Corporation considers the performance of the loan portfolio and its impact on the ACL. The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity loans, residential mortgage loans, construction loans to individuals secured by residential real estate and consumer loans. For these loans, the most relevant credit quality indicator is delinquency status and the Corporation evaluates credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, for the periods shown:

September 30, 2025
(dollars in thousands)
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans converted to Term Loans
Amortized Amortized
2025 2024 2023 2022 2021 Prior Cost Basis Cost Basis Total
Real estate - residential mortgage
Performing $ 541,726 $ 532,128 $ 694,700 $ 1,441,060 $ 1,638,941 $ 1,723,773 $ — $ — $ 6,572,328
Non-performing — 391 2,799 7,499 3,603 30,397 — — 44,689
Total real estate - residential mortgage 541,726 532,519 697,499 1,448,559 1,642,544 1,754,170 — — 6,617,017
Real estate - residential mortgage
Current period gross charge-offs — (19) (188) (274) (150) (364) — — (995)
Consumer and real estate - home equity
Performing 209,009 27,684 82,240 155,717 47,691 216,973 1,001,604 27,115 1,768,033
Non-performing 131 25 692 363 619 5,368 2,691 2,768 12,657
Total consumer and real estate - home equity 209,140 27,709 82,932 156,080 48,310 222,341 1,004,295 29,883 1,780,690
Consumer and real estate - home equity
Current period gross charge-offs (122) (208) (795) (1,219) (524) (3,275) (462) — (6,605)
Construction - residential
Performing 119,162 113,338 6,317 5,524 — — — — 244,341
Non-performing — 1,388 — 1,406 — — — — 2,794
Total construction - residential 119,162 114,726 6,317 6,930 — — — — 247,135
Construction - residential
Current period gross charge-offs — — — — — — — — —
Total
Performing 869,897 673,150 783,257 1,602,301 1,686,632 1,940,746 1,001,604 27,115 8,584,702
Non-performing 131 1,804 3,491 9,268 4,222 35,765 2,691 2,768 60,140
Total $ 870,028 $ 674,954 $ 786,748 $ 1,611,569 $ 1,690,854 $ 1,976,511 $ 1,004,295 $ 29,883 $ 8,644,842 December 31, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(dollars in thousands)
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans converted to Term Loans
Amortized Amortized
2024 2023 2022 2021 2020 Prior Cost Basis Cost Basis Total
Real estate - residential mortgage
Performing $ 470,918 $ 728,630 $ 1,515,521 $ 1,726,991 $ 1,022,116 $ 839,566 $ — $ — $ 6,303,742
Non-performing 87 1,358 5,118 3,232 5,523 30,583 — — 45,901
Total real estate - residential mortgage 471,005 729,988 1,520,639 1,730,223 1,027,639 870,149 — — 6,349,643
Real estate - residential mortgage
Current period gross charge-offs — (172) (106) (12) (43) (888) — (251) (1,472)
Consumer and real estate - home equity
Performing 178,722 116,370 211,647 65,412 48,201 188,442 913,920 40,384 1,763,098
Non-performing 236 848 918 963 753 4,571 2,893 3,192 14,374
Total consumer and real estate - home equity 178,958 117,218 212,565 66,375 48,954 193,013 916,813 43,576 1,777,472
Consumer and real estate - home equity
Current period gross charge-offs (118) (1,016) (1,552) (790) (398) (2,704) (75) (1,837) (8,490)
Leases and other loans
Performing 123,991 89,006 52,724 16,894 10,830 9,996 — — 303,441
Non-performing — — 1,922 744 23 9,328 — — 12,017
Total leases and other loans 123,991 89,006 54,646 17,638 10,853 19,324 — — 315,458
Leases and other loans
Current period gross charge-offs (1,977) (913) (335) (334) (192) (770) — (175) (4,696)
Construction - residential
Performing 138,440 61,848 15,710 1,499 — — — — 217,497
Non-performing — — 1,406 — — — — — 1,406
Total construction - residential 138,440 61,848 17,116 1,499 — — — — 218,903
Construction - residential
Current period gross charge-offs — — — — — — — — —
Total
Performing 912,071 995,854 1,795,602 1,810,796 1,081,147 1,038,004 913,920 40,384 8,587,778
Non-performing 323 2,206 9,364 4,939 6,299 44,482 2,893 3,192 73,698
Total $ 912,394 $ 998,060 $ 1,804,966 $ 1,815,735 $ 1,087,446 $ 1,082,486 $ 916,813 $ 43,576 $ 8,661,476

The following table presents non-performing assets:

September 30,<br>2025 December 31,<br>2024
(dollars in thousands)
Non-accrual loans $ 150,137 $ 189,293
Loans 90 days or more past due and still accruing 48,597 30,781
Total non-performing loans 198,734 220,074
OREO(1) 2,305 2,621
Total non-performing assets $ 201,039 $ 222,695

(1) Excludes $15.0 million and $17.5 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30,

2025 and December 31, 2024, respectively.

The following tables present the aging of the amortized cost basis of loans, by class segment:

30-59 Days Past<br>Due 60-89<br>Days Past<br>Due ≥ 90 Days<br>Past Due<br>and<br>Accruing Non-<br>accrual Current Total
(dollars in thousands)
September 30, 2025
Real estate - commercial mortgage $ 55,724 $ 8,949 $ 17,809 $ 69,980 $ 9,581,694 $ 9,734,156
Commercial and industrial 15,591 1,394 6,349 42,468 4,372,103 4,437,905
Real estate - residential mortgage 51,012 8,537 17,270 27,419 6,512,779 6,617,017
Real estate - home equity 5,297 703 4,766 6,891 1,196,742 1,214,399
Real estate - construction 1,026 — 1,388 2,073 1,130,261 1,134,748
Consumer 5,606 1,706 997 4 557,978 566,291
Leases and other loans(1) 123 230 18 1,302 335,300 336,973
Total $ 134,379 $ 21,519 $ 48,597 $ 150,137 $ 23,686,857 $ 24,041,489

(1) Includes unearned income.

30-59 Days Past<br>Due 60-89<br>Days Past<br>Due ≥ 90 Days<br>Past Due<br>and<br>Accruing Non-<br>accrual Current Total
(dollars in thousands)
December 31, 2024
Real estate - commercial mortgage $ 32,715 $ 16,684 $ 2,862 $ 99,497 $ 9,450,100 $ 9,601,858
Commercial and industrial 6,031 3,636 1,460 42,217 4,552,245 4,605,589
Real estate - residential mortgage 59,593 5,946 20,501 25,400 6,238,203 6,349,643
Real estate - home equity 6,778 1,057 4,758 8,591 1,139,432 1,160,616
Real estate - construction 3,549 5,163 — 1,746 1,384,441 1,394,899
Consumer 6,779 1,627 1,017 8 607,425 616,856
Leases and other loans(1) 269 105 183 11,834 303,067 315,458
Total $ 115,714 $ 34,218 $ 30,781 $ 189,293 $ 23,674,913 $ 24,044,919

(1) Includes unearned income.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Corporation modifies loans by providing a concession when deemed appropriate. Depending on the circumstances, a term extension, interest rate reduction or principal forgiveness may be granted. In certain instances, a combination of concessions may be provided to a borrower.

When principal forgiveness is provided, the amount of principal forgiven is deemed to be uncollectible and the amortized cost basis of the loan is reduced by the amount of the forgiven portion, with a corresponding reduction to the ACL.

The following table presents the amortized cost basis of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:

Term Extension
2025 2024
Amortized Cost Basis % of Class of Financing Receivable Amortized Cost Basis % of Class of Financing Receivable
(dollars in thousands)
Three months ended September 30
Real estate - commercial mortgage $ 69,284 0.71 % $ — — %
Commercial and industrial 6,609 0.15 — —
Real estate - residential mortgage 1,263 0.02 2,976 0.05
Real estate - home equity 37 — 256 0.02
Total $ 77,193 $ 3,232
Nine months ended September 30
Real estate - commercial mortgage $ 72,937 0.75 % $ 20,458 0.22 %
Commercial and industrial 24,822 0.56 — —
Real estate - residential mortgage 5,339 0.08 8,643 0.14
Real estate - home equity 381 0.03 394 0.03
Real estate - construction 19,275 1.70 605 0.05
Total $ 122,754 $ 30,100
Interest Rate Reduction and Term Extension
--- --- --- --- --- --- --- --- ---
2025 2024
Amortized Cost Basis % of Class of Financing Receivable Amortized Cost Basis % of Class of Financing Receivable
(dollars in thousands)
Three months ended September 30
Real estate - residential mortgage $ 483 0.01 % $ 622 0.01 %
Total $ 483 $ 622
Nine months ended September 30
Real estate - residential mortgage $ 2,502 0.04 % $ 1,941 0.03 %
Total $ 2,502 $ 1,941

The following table presents the financial effect of the modifications made to borrowers experiencing financial difficulty:

Term Extension
Financial Effect
Three months ended September 30, 2025
Real estate - commercial mortgage Added a weighted-average 0.95 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Commercial and industrial Added a weighted-average 0.98 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - residential mortgage Added a weighted-average 8.93 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - home equity Added a weighted-average 35.00 years to the life of loans, which reduced monthly payment amounts for borrowers.
Three months ended September 30, 2024
Real estate - residential mortgage Added a weighted-average 10.22 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - home equity Added a weighted-average 12.40 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Nine months ended September 30, 2025
Real estate - commercial mortgage Added a weighted-average 0.94 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Commercial and industrial Added a weighted-average 0.94 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - residential mortgage Added a weighted-average 8.63 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - home equity Added a weighted-average 15.29 years to the life of loans, which reduced monthly payment amounts for borrowers.
Real estate - construction Added a weighted-average 0.91 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Nine months ended September 30, 2024
Real estate - commercial mortgage Added a weighted-average 2.00 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - residential mortgage Added a weighted-average 8.43 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - home equity Added a weighted-average 14.31 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - construction Added a weighted-average 0.67 years to the life of loans, which reduced monthly payment amounts for the borrowers. Interest Rate Reduction
--- ---
Financial Effect
Three months ended September 30, 2025
Real estate - residential mortgage Reduced weighted-average interest rate from 4.29% to 3.02%
Three months ended September 30, 2024
Real estate - residential mortgage Reduced weighted-average interest rate from 4.02% to 2.49%
Nine months ended September 30, 2025
Real estate - residential mortgage Reduced weighted-average interest rate from 4.37% to 2.64%
Nine months ended September 30, 2024
Real estate - residential mortgage Reduced weighted-average interest rate from 2.86% to 1.71%

During the three and nine months ended September 30, 2025 and 2024, there were no loans modified due to financial difficulty where there was a principal balance forgiveness.

The following table presents the performance of loans that have been modified due to financial difficulty in the previous 12 months:

30-89 90+ Total
Days Past Past Due Past
Current Due and Accruing Due
September 30, 2025 (dollars in thousands)
Real estate - commercial mortgage $ 72,476 $ 627 $ — $ 627
Commercial and industrial 16,797 8,025 — 8,025
Real estate - residential mortgage 9,009 1,424 828 2,252
Real estate - home equity 340 41 — 41
Real estate - construction 664 18,610 — 18,610
Total $ 99,286 $ 28,727 $ 828 $ 29,555

There were no commitments to lend additional funds to borrowers with loan modifications as a result of financial difficulty as of September 30, 2025.

NOTE 6 – Mortgage Servicing Rights

The following table summarizes the changes in MSRs, which are included in other assets on the Consolidated Balance Sheets, with adjustments to the carrying value included in mortgage banking income on the Consolidated Statements of Income:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Amortized cost:
Balance at beginning of period $ 30,133 $ 30,646 $ 30,691 $ 31,602
Originations of MSRs 960 1,058 2,585 2,523
Amortization (1,173) (1,180) (3,356) (3,601)
Balance at end of period $ 29,920 $ 30,524 $ 29,920 $ 30,524
Estimated fair value of MSRs at end of period $ 50,731 $ 48,971 $ 50,731 $ 48,971

MSRs represent the economic value of contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $4.1 billion as of September 30, 2025 and December 31, 2024. Actual and expected prepayments of the underlying mortgage loans can impact the fair values of the MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $50.7 million and $54.0 million as of September 30, 2025 and December 31, 2024, respectively. Based on its fair value analysis as of September 30, 2025, the Corporation determined that no valuation allowance was required as of September 30, 2025.

NOTE 7 – Derivative Financial Instruments

The Corporation uses derivatives to manage its exposure to certain market risks, including interest rate and foreign currency risks, and to assist customers with their risk management objectives. Certain of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. The Corporation enters into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Corporation elects not to apply hedge accounting.

For additional information on our derivative accounting policies see "Note 1 - Summary of Significant Accounting Policies" under the heading "Derivative Financial Instruments" in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following table presents a summary of the notional amounts and fair values of derivative financial instruments:

September 30, 2025 December 31, 2024
Notional<br>Amount Asset<br>(Liability)<br>Fair Value Notional<br>Amount Asset<br>(Liability)<br>Fair Value
(dollars in thousands)
Interest Rate Locks with Customers
Positive fair values $ 188,054 $ 753 $ 171,933 $ 389
Negative fair values 1,803 (3) 3,888 (58)
Forward Commitments
Positive fair values — — 51,250 363
Negative fair values 63,750 (490) — —
Interest Rate Derivatives with Customers(1)
Positive fair values 1,918,631 42,131 767,905 8,480
Negative fair values 2,921,400 (134,590) 3,976,294 (239,058)
Interest Rate Derivatives with Dealer Counterparties
Positive fair values 2,921,400 78,589 3,976,294 150,480
Negative fair values 1,918,631 (42,501) 767,905 (10,734)
Interest Rate Derivatives used in Cash Flow Hedges
Positive fair values 2,450,000 7,147 2,500,000 227
Negative fair values 350,000 (49) 1,400,000 (2,971)
Foreign Exchange Contracts with Customers
Positive fair values 2,955 29 28,327 1,619
Negative fair values 16,700 (965) 693 (27)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values 18,930 1,150 4,059 63
Negative fair values 1,154 (5) 32,406 (1,569)

(1) Fair values are net of a valuation allowance of $366.3 thousand as of September 30, 2025 and December 31, 2024.

The following table presents the effect of cash flow hedge accounting on AOCI:

Amount of Gain (Loss) Recognized in OCI on Derivative Amount of Gain (Loss) Recognized in OCI Included Component Amount of Gain (Loss) Recognized in OCI Excluded Component Location of Gain (Loss) Recognized from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income Included Component Amount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
(dollars in thousands)
Three months ended September 30, 2025
Interest Rate Products $ (1,807) $ (1,807) $ — Interest Income $ (5,568) $ (5,568) $ —
Interest Rate Products 1,434 1,434 — Interest Expense (361) (361) —
Total $ (373) $ (373) $ — $ (5,929) $ (5,929) $ —
Three months ended September 30, 2024
Interest Rate Products $ 2,247 $ 2,247 $ — Interest Income $ (7,109) $ (7,109) $ —
Interest Rate Products (10,811) (10,811) — Interest Expense 1,965 1,965 —
Total $ (8,564) $ (8,564) $ — $ (5,144) $ (5,144) $ —
Nine months ended September 30, 2025
Interest Rate Products $ 1,450 $ 1,450 $ — Interest Income $ (15,106) $ (15,106) $ —
Interest Rate Products 514 514 — Interest Expense (481) (481) —
Total $ 1,964 $ 1,964 $ — $ (15,587) $ (15,587) $ —
Nine months ended September 30, 2024
Interest Rate Products $ (3,794) $ (3,794) $ — Interest Income $ (21,174) $ (21,174) $ —
Interest Rate Products 3,702 3,702 — Interest Expense 6,015 6,015 —
Total $ (92) $ (92) $ — $ (15,159) $ (15,159) $ —

The following table presents the effect of fair value and cash flow hedge accounting on the income statement:

Consolidated Statements of Income Classification
2025 2024
Interest Income Interest Expense Interest Income Interest Expense
(dollars in thousands)
Three months ended September 30
Total amounts of income line items presented in the Consolidated Statements of Income in which the effects of fair value or cash flow hedges are recorded $ (5,568) $ (361) $ (7,109) $ 1,965
The effects of fair value and cash flow hedging:
Amount of (loss) gain reclassified from AOCI into income (5,568) (361) (7,109) 1,965
Interest rate derivatives:
Amount of (loss) gain reclassified from AOCI into income as a result of a forecasted transaction that is no longer probable of occurring — — — —
Amount of (loss) gain reclassified from AOCI into income - included component (5,568) (361) (7,109) 1,965
Amount of (loss) gain reclassified from AOCI into income - excluded component — — — —
Nine months ended September 30
Total amounts of income line items presented in the Consolidated Statements of Income in which the effects of fair value or cash flow hedges are recorded $ (15,106) $ (481) $ (21,174) $ 6,015
The effects of fair value and cash flow hedging:
Amount of (loss) gain reclassified from AOCI into income (15,106) (481) (21,174) 6,015
Interest rate derivatives:
Amount of (loss) gain reclassified from AOCI into income as a result of a forecasted transaction that is no longer probable of occurring — — — —
Amount of (loss) gain reclassified from AOCI into income - included component (15,106) (481) (21,174) 6,015
Amount of (loss) gain reclassified from AOCI into income - excluded component — — — —

During the next twelve months, the Corporation estimates that an additional $6.4 million will be reclassified as a decrease to net interest income.

The following table presents the fair value gains (losses) on derivative financial instruments:

Consolidated Statements of Income Classification Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Mortgage banking derivatives(1) Mortgage banking income $ (298) $ (320) $ (432) $ 801
Interest rate derivatives Other income 138 (138) 269 149
Foreign exchange contracts Other income (20) 48 122 170
Net fair value gains (losses) on derivative financial instruments $ (180) $ (410) $ (41) $ 1,120

(1) Includes interest rate locks with customers and forward commitments.

The Corporation has elected to measure mortgage loans held for sale at fair value. The following table presents mortgage loans held for sale and the impact of the fair value election on the Consolidated Financial Statements:

September 30,<br>2025 December 31,<br>2024
(dollars in thousands)
Amortized cost(1) $ 19,451 $ 25,316
Fair value 19,875 25,618

(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.

Losses related to changes in fair values of mortgage loans held for sale were $0.1 million for the three months ended September 30, 2025 compared to $0.2 million for the three months ended September 30, 2024. Gains related to changes in fair values of mortgage loans held for sale were $0.1 million for the nine months ended September 30, 2025 compared to nominal losses for the nine months ended September 30, 2024. Gains and losses are recorded on the Consolidated Statements of Income as adjustments to mortgage banking income.

Balance Sheet Offsetting

The fair values of interest rate derivative agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the Consolidated Balance Sheets if they are subject to master netting arrangements or similar agreements. The Corporation has elected to net its financial assets and liabilities designated as interest rate derivatives when offsetting is permitted. The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the Consolidated Balance Sheets:

Gross Amounts Gross Amounts Not Offset
Recognized on the Consolidated
on the Balance Sheets
Consolidated Financial Cash Net
Balance Sheets Instruments(1) Collateral(2) Amount
(dollars in thousands)
September 30, 2025
Interest rate derivative assets $ 127,867 $ (19,549) $ — $ 108,318
Foreign exchange derivative assets with correspondent banks 1,150 (1,150) — —
Total $ 129,017 $ (20,699) $ — $ 108,318
Interest rate derivative liabilities $ 177,140 $ (26,647) $ (55,423) $ 95,070
Foreign exchange derivative liabilities with correspondent banks 5 (1,150) — (1,145)
Total $ 177,145 $ (27,797) $ (55,423) $ 93,925
December 31, 2024
Interest rate derivative assets $ 159,187 $ (12,739) $ — $ 146,448
Foreign exchange derivative assets with correspondent banks 63 (63) — —
Total $ 159,250 $ (12,802) $ — $ 146,448
Interest rate derivative liabilities $ 252,763 $ (9,995) $ (94,339) $ 148,429
Foreign exchange derivative liabilities with correspondent banks 1,569 (63) — 1,506
Total $ 254,332 $ (10,058) $ (94,339) $ 149,935

(1) For interest rate derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default.

For interest rate derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent cash collateral received from the counterparty or posted by the Corporation on interest rate derivative transactions and foreign exchange

contracts with financial institution counterparties. Interest rate derivatives with customers are collateralized by the same collateral securing the underlying

loans to those borrowers. Cash and securities collateral amounts are included in the table only to the extent of the net derivative fair values.

Cash Flow Hedge Terminations

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the unrealized losses that have been recorded in AOCI are recognized as a reduction to interest income, including fees, when the previously forecasted hedged item affects earnings in future periods. During the nine months ended September 30, 2025, $9.7 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Consolidated Statements of Income. During the year ended December 31, 2024, $27.9 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Consolidated Statements of Income.

NOTE 8 – Accumulated Other Comprehensive Loss

The following table presents the components of OCI:

Before-Tax Amount Tax Effect Net of Tax Amount
(dollars in thousands)
Three months ended September 30, 2025
Net unrealized gains on investment securities(1) $ 49,911 $ (11,305) $ 38,606
Amortization of net unrealized gains on AFS investment securities transferred to HTM(2) 1,719 (389) 1,330
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges (373) 84 (289)
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges 5,929 (1,343) 4,586
Amortization of net unrecognized pension and postretirement items(3) (139) 33 (106)
Total Other Comprehensive Income $ 57,047 $ (12,920) $ 44,127
Three months ended September 30, 2024
Net unrealized gains on investment securities(1) $ 88,637 $ (20,077) $ 68,560
Reclassification adjustment for securities net change included in net income(2) 1 — 1
Amortization of net unrealized gains on AFS investment securities transferred to HTM(2) 1,837 (415) 1,422
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges (8,564) 1,940 (6,624)
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges 5,144 (1,165) 3,979
Amortization of net unrecognized pension and postretirement items(3) (135) 29 (106)
Total Other Comprehensive Income $ 86,920 $ (19,688) $ 67,232
Nine months ended September 30, 2025
Net unrealized gains on investment securities(1) $ 55,615 $ (12,597) $ 43,018
Reclassification adjustment for securities net change included in net income(2) 2 — 2
Amortization of net unrealized gains on AFS investment securities transferred to HTM(2) 5,171 (1,171) 4,000
Net unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges 1,964 (445) 1,519
Reclassification adjustment for net change realized in net income on interest rate swaps used in cash flow hedges 15,587 (3,531) 12,056
Amortization of net unrecognized pension and postretirement item(3) (411) 93 (318)
Total Other Comprehensive Income $ 77,928 $ (17,651) $ 60,277
Nine months ended September 30, 2024
Net unrealized gains on investment securities(1) $ 48,735 $ (11,039) $ 37,696
Reclassification adjustment for securities net change included in net income(2) 20,283 (4,594) 15,689
Amortization of net unrealized gains on AFS investment securities transferred to HTM(2) 5,445 (1,233) 4,212
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges (92) 21 (71)
Reclassification adjustment for change realized in net income on interest rate swaps used in cash flow hedges 15,158 (3,389) 11,769
Amortization of net unrecognized pension and postretirement items(3) (406) 89 (317)
Total Other Comprehensive Income $ 89,123 $ (20,145) $ 68,978

(1) Amounts reclassified out of AOCI. Before-tax amounts included in "Investment securities (losses) gains, net" on the Consolidated Statements of Income.

(2) Amounts reclassified out of AOCI. Before-tax amounts included as a reduction to "Interest Income - Investment Securities" in on the Consolidated

Statements of Income.

(3) Amounts reclassified out of AOCI. Before-tax amounts included in "Salaries and employee benefits" on the Consolidated Statements of Income.

The following table presents changes in each component of AOCI, net of tax:

Unrealized Gains (Losses) on Investment Securities Net Unrealized Gain (Loss) on Interest Rate Derivatives used in Cash Flow Hedges Unrecognized Pension and Postretirement Plan Income (Costs) Total
(dollars in thousands)
Three months ended September 30, 2025
Balance at June 30, 2025 $ (268,905) $ (6,774) $ 4,010 $ (271,669)
OCI before reclassifications 38,606 (289) — 38,317
Amounts reclassified from AOCI — 4,586 (106) 4,480
Amortization of net unrealized gains on AFS investment securities transferred to HTM 1,330 — — 1,330
Balance at September 30, 2025 $ (228,969) $ (2,477) $ 3,904 $ (227,542)
Three months ended September 30, 2024
Balance at June 30, 2024 $ (287,248) $ (20,440) $ (2,846) $ (310,534)
OCI before reclassifications 68,560 (6,624) — 61,936
Amounts reclassified from AOCI 1 3,979 (106) 3,874
Amortization of net unrealized gains on AFS investment securities transferred to HTM 1,422 — — 1,422
Balance at September 30, 2024 $ (217,265) $ (23,085) $ (2,952) $ (243,302)
Nine months ended September 30, 2025
Balance at December 31, 2024 $ (275,989) $ (16,052) $ 4,222 $ (287,819)
OCI before reclassifications 43,018 1,519 — 44,537
Amounts reclassified from AOCI 2 12,056 (318) 11,740
Amortization of net unrealized gains on AFS investment securities transferred to HTM 4,000 — — 4,000
Balance at September 30, 2025 $ (228,969) $ (2,477) $ 3,904 $ (227,542)
Nine months ended September 30, 2024
Balance at December 31, 2023 $ (274,862) $ (34,783) $ (2,635) $ (312,280)
OCI before reclassifications 37,696 (71) — 37,625
Amounts reclassified from AOCI 15,689 11,769 (317) 27,141
Amortization of net unrealized gains on AFS investment securities transferred to HTM 4,212 — — 4,212
Balance at September 30, 2024 $ (217,265) $ (23,085) $ (2,952) $ (243,302)

NOTE 9 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):

•Level 1 – Inputs that represent quoted prices for identical instruments in active markets.

•Level 2 – Inputs that represent quoted prices for similar instruments in active markets or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.

•Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

All assets and liabilities measured at fair value on both a recurring and nonrecurring basis have been categorized into the above three levels. The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets:

September 30, 2025
Level 1 Level 2 Level 3 Total
(dollars in thousands)
Loans held for sale $ — $ 19,875 $ — $ 19,875
AFS investment securities:
State and municipal securities — 811,736 — 811,736
Corporate debt securities — 255,039 — 255,039
Collateralized mortgage obligations — 1,135,442 — 1,135,442
Residential mortgage-backed securities — 858,992 — 858,992
Commercial mortgage-backed securities — 532,867 — 532,867
Total AFS investment securities — 3,594,076 — 3,594,076
Other assets:
Investments held in Rabbi Trust 39,004 — — 39,004
Derivative assets 1,179 128,620 — 129,799
Total assets $ 40,183 $ 3,742,571 $ — $ 3,782,754
Other liabilities:
Deferred compensation liabilities $ 39,004 $ — $ — $ 39,004
Derivative liabilities 970 177,633 — 178,603
Total liabilities $ 39,974 $ 177,633 $ — $ 217,607
December 31, 2024
--- --- --- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Total
(dollars in thousands)
Loans held for sale $ — $ 25,618 $ — $ 25,618
AFS investment securities:
State and municipal securities — 814,887 — 814,887
Corporate debt securities — 300,370 — 300,370
Collateralized mortgage obligations — 788,885 — 788,885
Residential mortgage-backed securities — 989,875 — 989,875
Commercial mortgage-backed securities — 516,882 — 516,882
Total AFS investment securities — 3,410,899 — 3,410,899
Other assets:
Investments held in Rabbi Trust 35,093 — — 35,093
Derivative assets 1,682 159,939 — 161,621
Total assets $ 36,775 $ 3,596,456 $ — $ 3,633,231
Other liabilities:
Deferred compensation liabilities $ 35,093 $ — $ — $ 35,093
Derivative liabilities 1,596 252,821 — 254,417
Total liabilities $ 36,689 $ 252,821 $ — $ 289,510

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of September 30, 2025 and December 31, 2024 were measured at the price that secondary market investors were offering for loans with similar characteristics.

AFS investment securities – Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used or some of the standard market inputs may not be applicable.

•State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed securities – These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.

•Corporate debt securities – These securities are classified as Level 2. This category consists of subordinated debt and senior debt issued by financial institutions ($246.6 million at September 30, 2025 and $293.1 million at December 31, 2024) and other corporate debt issued by non-financial institutions ($8.5 million and $7.3 million at September 30, 2025 and December 31, 2024, respectively). The fair values for these corporate debt securities are determined by a third-party pricing service as detailed above.

Investments held in Rabbi Trust – This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.

Derivative assets – Fair value of foreign currency exchange contracts are classified as Level 1 assets ($1.2 million and $1.7 million at September 30, 2025 and December 31, 2024, respectively). The foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets represent the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.8 million at September 30, 2025 and December 31, 2024) and the fair value of interest rate derivatives ($127.9 million at September 30, 2025 and $159.2 million at December 31, 2024). The fair values of the interest rate locks, forward commitments and interest rate derivatives represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 7 - Derivative Financial Instruments," for additional information.

Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans are classified as Level 1 liabilities and are included in other liabilities on the Consolidated Balance Sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.

Derivative liabilities – Level 1 liabilities represent the fair value of foreign currency exchange contracts ($1.0 million and $1.6 million at September 30, 2025 and December 31, 2024, respectively).

Level 2 liabilities represent the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.5 million at September 30, 2025 and $0.1 million at December 31, 2024) and the fair value of interest rate derivatives ($177.1 million at September 30, 2025 and $252.8 million at December 31, 2024).

The fair values of these liabilities are determined in the same manner as the related assets as described under the heading "Derivative assets" above.

Certain financial instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents Level 3 financial assets measured at fair value on a nonrecurring basis:

September 30,<br>2025 December 31,<br>2024
(dollars in thousands)
Loans, Net $ 132,833 $ 168,668
OREO 2,305 2,621
MSRs(1) 50,731 53,972
SBA servicing asset 2,495 3,120
Total assets $ 188,364 $ 228,381

(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's Consolidated Balance Sheets at the lower of amortized cost or fair value.

See "Note 6 - Mortgage Servicing Rights" for additional information.

The valuation techniques used to measure fair value for the items in the table above are as follows:

•Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 5 - Loans and Allowance for Credit Losses," for additional details.

•OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.

•MSRs – This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the September 30, 2025 valuation were 8.3% and 8.6%, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 6 - Mortgage Servicing Rights," for additional information.

•SBA servicing asset – This category consists of the retained servicing rights on SBA-guaranteed loans sold to investors. The standard sale structure under the SBA Secondary Participation Guaranty Agreement provides for the Corporation to retain a portion of the cash flow from the interest payment received on the SBA guaranteed portion of the loan, which is commonly known as a servicing spread. A third-party valuation expert is utilized to perform the modeling to estimate the fair value of the SBA servicing asset. Because the valuation model uses significant unobservable inputs, the SBA servicing asset is classified within Level 3.

The following tables detail the book values and the estimated fair values of the Corporation's financial instruments:

September 30, 2025
Estimated Fair Value
Carrying Amount Level 1 Level 2 Level 3 Total
(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents $ 814,197 $ 814,197 $ — $ — $ 814,197
FRB and FHLB stock 136,181 — 136,181 — 136,181
Loans held for sale 19,875 — 19,875 — 19,875
AFS investment securities 3,594,076 — 3,594,076 — 3,594,076
HTM investment securities 1,451,194 — 1,285,350 — 1,285,350
Loans, net 23,665,231 — — 22,658,165 22,658,165
Accrued interest receivable 114,003 114,003 — — 114,003
Other assets 723,378 556,827 131,831 55,531 744,189
FINANCIAL LIABILITIES
Demand and savings deposits $ 21,589,281 $ 21,589,281 $ — $ — $ 21,589,281
Brokered deposits 709,667 73,980 635,766 — 709,746
Time deposits 4,033,542 — 4,029,096 — 4,029,096
Accrued interest payable 22,583 22,583 — — 22,583
FHLB advances 450,000 452,489 — — 452,489
Senior debt and subordinated debt 367,557 — 357,016 — 357,016
Other borrowings 654,404 635,717 985 — 636,702
Other liabilities 394,603 202,396 177,633 14,575 394,604
December 31, 2024
--- --- --- --- --- --- --- --- --- --- ---
Estimated Fair Value
Carrying Amount Level 1 Level 2 Level 3 Total
(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents $ 1,063,871 $ 1,063,871 $ — $ — $ 1,063,871
FRB and FHLB stock 139,574 — 139,574 — 139,574
Loans held for sale 25,618 — 25,618 — 25,618
AFS investment securities 3,410,899 — 3,410,899 — 3,410,899
HTM investment securities 1,395,569 — 1,183,449 — 1,183,449
Loans, net 23,665,763 — — 22,555,687 22,555,687
Accrued interest receivable 117,029 117,029 — — 117,029
Other assets 736,502 543,251 159,939 59,713 762,903
FINANCIAL LIABILITIES
Demand and savings deposits $ 21,135,478 $ 21,135,478 $ — $ — $ 21,135,478
Brokered deposits 843,857 145,056 698,647 — 843,703
Time deposits 4,150,098 — 4,154,726 — 4,154,726
Accrued interest payable 31,620 31,620 — — 31,620
FHLB advances 850,000 851,470 — — 851,470
Senior debt and subordinated debt 367,316 — 253,818 — 253,818
Other borrowings 564,732 544,908 901 — 545,809
Other liabilities 467,011 200,029 252,821 14,161 467,011

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation's Consolidated Balance Sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:

Assets Liabilities
Cash and cash equivalents Demand and savings deposits
Accrued interest receivable Other borrowings
Accrued interest payable

FRB and FHLB stock represent restricted investments and are carried at cost on the Consolidated Balance Sheets, which is a reasonable estimate of fair value.

As of September 30, 2025, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consist of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of these deposits is determined in a manner consistent with the respective type of deposits discussed above.

NOTE 10 – Net Income Per Share

Basic net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.

Diluted net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation's common stock equivalents consist of restricted stock, RSUs, and PSUs. PSUs are required to be included in weighted average diluted shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic and diluted net income per share follows (in thousands, except per share data):

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
Weighted average shares outstanding (basic) 181,658 181,905 182,030 173,337
Impact of common stock equivalents 1,691 1,704 1,688 1,696
Weighted average shares outstanding (diluted) 183,349 183,609 183,718 175,033
Per share:
Basic $ 0.54 $ 0.33 $ 1.57 $ 1.23
Diluted 0.53 0.33 1.55 1.21

NOTE 11 – Stock-Based Compensation

The Corporation grants equity awards to employees in the form of restricted stock, RSUs and PSUs under its Employee Equity Plan. In addition, employees may purchase stock under the Corporation's ESPP. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards.

The Corporation also grants equity awards to non-employee members of its Board of Directors and the Bank's Board of Directors under the Directors' Plan. Under the Directors' Plan, the Corporation can grant equity awards to non-employee Corporation and Bank directors in the form of restricted stock, RSUs or common stock. Recent grants of equity awards under the Directors' Plan have been limited to RSUs.

As of September 30, 2025, the Employee Equity Plan had approximately 3.2 million shares reserved for future grants through 2032, and the Directors' Plan had approximately 260,000 shares reserved for future grants through 2033.

The following table presents compensation expense and the related tax benefits for equity awards recognized in the Consolidated Statements of Income:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Compensation expense $ 3,818 $ 3,507 $ 9,007 $ 6,932
Tax benefit (869) (804) (2,042) (1,568)
Total stock-based compensation, net of tax $ 2,949 $ 2,703 $ 6,965 $ 5,364

NOTE 12 – Employee Benefit Plans

The Corporation's 401(k) Retirement Plan is a defined contribution plan under which eligible employees may defer a portion of their pre-tax covered compensation on an annual basis, with employer matches of up to 5% of employee compensation. 401(k) Retirement Plan expense for the three months ended September 30, 2025 and 2024 was $3.5 million and $3.7 million, respectively. For the nine months ended September 30, 2025 and 2024, 401(k) Retirement Plan expense was $10.5 million and $10.3 million, respectively.

The net periodic pension cost for the Pension Plan consisted of the following components:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Interest cost $ 768 $ 790 $ 2,303 $ 2,369
Expected return on plan assets (978) (976) (2,934) (2,927)
Net periodic pension cost $ (210) $ (186) $ (631) $ (558)

The components of the net benefit for the Postretirement Plan consisted of the following components:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Interest cost $ 9 $ 10 $ 26 $ 29
Net accretion and deferral (136) (135) (407) (406)
Net periodic postretirement benefit $ (127) $ (125) $ (381) $ (377)

In connection with the Merger, the Corporation assumed the obligations of Prudential Bancorp under a multiemployer defined benefit pension plan that had previously been closed to new Prudential Bancorp participants.

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the Consolidated Balance Sheets and recognizes the change in that funded status through OCI.

NOTE 13 - Segment Reporting

The Corporation has one reportable segment whose primary sources of revenue are interest income on loans, investment securities and other interest-earning assets and fee income earned on its products and services. Its expenses consist of interest expense on deposits and borrowed funds, provision for credit losses, other operating expenses and income taxes. The Corporation manages its business activities on a consolidated basis.

The accounting policies of the segment are the same as those described in "Note 1 – Summary of Significant Accounting Policies" of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

The Chief Operating Decision Maker is the Chairman and Chief Executive Officer who assesses performance of the segment based on net income available to common shareholders and net income available to common shareholders per share (diluted), which is reported in the Consolidated Statements of Income.

Net income available to common shareholders and net income available to common shareholders per share (diluted), are used to monitor actual results versus budget, in competitive analyses by benchmarking to the Corporation’s peers, and in decision-making pertaining to executive compensation levels, common stock and preferred stock dividend levels, common share repurchases and capital expenditure spending.

The measure of segment net income is reported on the Consolidated Statements of Income and the measure of segment assets is reported on the Consolidated Balance Sheets.

NOTE 14 – Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its borrowers or obligors.

Commitments to extend credit are agreements to lend to a borrower or obligor as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower or obligor. Because a portion of the commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each borrower's or obligor's creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon an extension of credit is based on management's credit evaluation of the borrower or obligor. Collateral held varies but may include accounts receivable, inventory, property, equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a borrower or obligor to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for borrowers or obligors. The credit risk involved in issuing letters of credit is similar to that involved in extending loan facilities. These obligations are underwritten consistent with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The following table presents the Corporation's commitments to extend credit and letters of credit:

September 30,<br>2025 December 31, 2024
(dollars in thousands)
Commitments to extend credit $ 8,748,927 $ 8,828,595
Standby letters of credit 316,992 279,309
Commercial letters of credit 35,786 48,993

Residential Lending

The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The Corporation may be required to repurchase specific loans or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure beyond customary representations and warranties, based on the specific terms of those agreements.

The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of September 30, 2025 and December 31, 2024, the total reserve for losses on residential mortgage loans sold was $1.5 million, including reserves for both representation and warranty and credit loss exposures. In addition, included as a component of ACL - OBS credit exposures, was $0.9 million and $1.2 million, as of September 30, 2025 and December 31, 2024, respectively, related to additional credit exposures for potential loan repurchases.

Legal Proceedings

The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.

In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation's practice is to cooperate fully with regulatory and governmental inquiries and investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation's results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation's business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation's results of operations in any future period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion relates to the Corporation, a financial holding company registered under the BHCA and incorporated under the laws of the Commonwealth of Pennsylvania, and its wholly owned subsidiaries. Management's Discussion should be read in conjunction with the Consolidated Financial Statements and other financial information presented in this Quarterly Report on Form 10-Q.

OVERVIEW

The Corporation is a financial holding company, which, through its wholly owned banking subsidiary, provides a full range of consumer and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia.

The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the NIM, which is FTE net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.

H.R. 1

On July 4, 2025, President Trump signed H.R. 1 into law, which extends or reinstates certain provisions of the 2017 Tax Cuts and Jobs Act, includes tax relief measures, modifies certain energy tax credits granted under the Inflation Reduction Act and sets various limits on tax deductions, among other key provisions. H.R. 1 has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Corporation does not expect H.R. 1 to have a material impact on its Consolidated Financial Statements.

The following table presents a summary of the Corporation's earnings and selected performance ratios:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands, except per share data)
Net income $ 100,454 $ 63,206 $ 292,639 $ 220,122
Net income available to common shareholders 97,892 60,644 284,953 212,436
Net income available to common shareholders per share (diluted) 0.53 0.33 1.55 1.21
Operating net income available to common shareholders per share(1) 0.55 0.50 1.62 1.37
Return on average assets, annualized 1.25 % 0.79 % 1.23 % 0.98 %
Operating return on average assets, annualized(1) 1.29 % 1.17 % 1.28 % 1.10 %
Return on average common shareholders' equity, annualized 12.26 % 8.13 % 12.23 % 10.25 %
Operating return on average common shareholders' equity (tangible), annualized(1) 15.79 % 15.65 % 16.00 % 14.90 %
Net interest margin(2) 3.57 % 3.49 % 3.49 % 3.42 %
Efficiency ratio(1) 56.5 % 59.6 % 56.8 % 61.7 %
Non-performing assets to total assets 0.63 % 0.64 % 0.63 % 0.64 %
Net charge-offs to average loans, annualized 0.18 % 0.18 % 0.20 % 0.18 %

(1) Represents a financial measure derived by methods other than GAAP. See reconciliation of this non-GAAP financial measure to the most directly

comparable GAAP measure under the "Supplemental Reporting of Non-GAAP Based Financial Measures" section of Management's Discussion.

(2) Presented on a FTE basis using a 21% federal tax rate and statutory interest expense disallowances.

Acquisition of Substantially all of the Assets and Assumption of Substantially all of the Deposits and Certain Liabilities of Republic First Bank from the FDIC

On the Acquisition Date, Fulton Bank completed the Republic First Transaction and acquired approximately $4.8 billion of assets of Republic First Bank and assumed approximately $5.6 billion of liabilities of Republic First Bank. The Bank received approximately $0.8 billion of cash from the FDIC in connection with the Republic First Transaction.

See "Note 2 - Business Combinations" in the Notes to Consolidated Financial Statements in Part I, "Item 1. Financial Statements."

Financial Highlights

Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $97.9 million for the three months ended September 30, 2025, a $37.2 million increase compared to $60.6 million for the same period in 2024. Net income available to common shareholders per diluted share was $0.53 for the three months ended September 30, 2025, a $0.20 increase compared to the same period in 2024.

Net income available to common shareholders was $285.0 million for the nine months ended September 30, 2025, a $72.5 million increase compared to $212.4 million for the same period in 2024. Net income available to common shareholders per diluted share was $1.55 for the nine months ended September 30, 2025, a $0.34 increase compared to the same period in 2024.

Nine Months Ended September 30, 2025 Results were Impacted by the Following Items:

•NIM of 3.49%, a seven bps increase compared to 3.42% for the same period in 2024.

•Net interest income of $770.3 million, a $63.6 million increase compared to $706.7 million for the same period in 2024.

•Provision for credit losses of $32.7 million resulting in an ACL attributable to net loans of $376.3 million, or 1.57% of total net loans as of September 30, 2025.

•Non-interest income of $206.8 million, a $3.0 million decrease compared to $209.8 million for the same period in 2024.

•Non-interest expense of $578.8 million, a $24.3 million decrease compared to $603.2 million for the same period in 2024.

•During the nine months ended September 30, 2025, 2,203,767 shares of the Corporation's common stock were repurchased under the 2025 Repurchase Program at a cost of $39.8 million or an average of $18.07 per share. The value of common stock that may be repurchased under the 2025 Repurchase Program was $85.6 million as of September 30, 2025.

Critical Accounting Policies

The Corporation's accounting policies are fundamental to understanding Management’s Discussion. Critical policies are those that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management's most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

The Corporation's critical accounting policies are described in Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Critical Accounting Policies" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, that has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally and these non-

GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its Consolidated Financial Statements in their entirety.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure follow:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands, except per share data and share data)
Operating net income available to common shareholders
Net income available to common shareholders $ 97,892 $ 60,644 $ 284,953 $ 212,436
Less: Other (738) (677) (869) (1,535)
Less: Gain on acquisition, net of tax — 7,706 — (39,685)
Plus: Loss on securities restructuring — — — 20,282
Plus: Core deposit intangible amortization 5,255 6,155 16,756 11,152
Plus: Acquisition-related expense — 14,195 380 27,998
Plus: CECL Day 1 Provision — — — 23,444
Plus: FDIC special assessment — (16) — 940
Less: Gain on Sale-Leaseback Transaction — — — (20,266)
Plus: FultonFirst implementation and asset disposals (207) 9,385 (524) 22,065
Less: Tax impact of adjustments (905) (6,099) (3,306) (17,657)
Operating net income available to common shareholders (numerator) $ 101,297 $ 91,293 $ 297,390 $ 239,174
Weighted average shares (diluted) (denominator) 183,349 183,609 183,718 175,033
Operating net income available to common shareholders, per share (diluted) $ 0.55 $ 0.50 $ 1.62 $ 1.37
Three months ended September 30 Nine months ended September 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
Operating return on average assets
Net income $ 100,454 $ 63,206 $ 292,639 $ 220,122
Less: Other (738) (677) (869) (1,535)
Less: Gain on acquisition, net of tax — 7,706 — (39,685)
Plus: Loss on securities restructuring — — — 20,282
Plus: Core deposit intangible amortization 5,255 6,155 16,756 11,152
Plus: Acquisition-related expense — 14,195 380 27,998
Plus: CECL Day 1 Provision — — — 23,444
Plus: FDIC special assessment — (16) — 940
Less: Gain on Sale-Leaseback Transaction — — — (20,266)
Plus: FultonFirst implementation and asset disposals (207) 9,385 (524) 22,065
Less: Tax impact of adjustments (905) (6,099) (3,306) (17,657)
Operating net income (numerator) $ 103,859 $ 93,855 $ 305,076 $ 246,860
Total average assets $ 31,924,038 $ 31,895,235 $ 31,932,239 $ 30,117,693
Less: Average net core deposit intangible (65,999) (89,350) (71,400) (61,362)
Total operating average assets (denominator) $ 31,858,039 $ 31,805,885 $ 31,860,839 $ 30,056,331
Operating return on average assets(1) 1.29 % 1.17 % 1.28 % 1.10 %
Operating return on average common shareholders' equity (tangible)
Net income available to common shareholders $ 97,892 $ 60,644 $ 284,953 $ 212,436
Less: Other (738) (677) (869) (1,535)
Less: Gain on acquisition, net of tax — 7,706 — (39,685)
Plus: Loss on securities restructuring — — — 20,282
Plus: Intangible amortization 5,368 6,287 17,097 11,548
Plus: Acquisition-related expense — 14,195 380 27,998
Plus: CECL Day 1 Provision — — — 23,444
Plus: FDIC special assessment — (16) — 940
Less: Gain on Sale-Leaseback Transaction — — — (20,266)
Plus: FultonFirst implementation and asset disposals (207) 9,385 (524) 22,065
Less: Tax impact of adjustments (929) (6,127) (3,378) (17,740)
Adjusted net income available to common shareholders (numerator) $ 101,386 $ 91,397 $ 297,659 $ 239,487
Average shareholders' equity $ 3,361,368 $ 3,160,322 $ 3,306,896 $ 2,960,710
Less: Average preferred stock (192,878) (192,878) (192,878) (192,878)
Less: Average goodwill and intangible assets (620,986) (644,814) (626,500) (621,194)
Average tangible common shareholders' equity (denominator) $ 2,547,504 $ 2,322,630 $ 2,487,518 $ 2,146,638
Operating return on average common shareholders' equity (tangible)(1) 15.79 % 15.65 % 16.00 % 14.90 %
Three months ended September 30 Nine months ended September 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
Efficiency ratio
Non-interest expense $ 196,574 $ 226,089 $ 578,845 $ 603,176
Less: Acquisition-related expense — (14,195) (380) (27,998)
Less: Intangible amortization (5,368) (6,287) (17,097) (11,548)
Less: FDIC special assessment — 16 — (940)
Plus: Gain on Sale-Leaseback Transaction — — — 20,266
Less: FultonFirst implementation and asset disposals 207 (9,385) 524 (22,065)
Operating non-interest expense (numerator) $ 191,413 $ 196,238 $ 561,892 $ 560,891
Net interest income $ 264,198 $ 258,009 $ 770,305 $ 706,666
Tax equivalent adjustment 4,436 4,424 13,166 13,572
Plus: Total non-interest income 70,407 59,673 206,786 209,806
Less: Other revenue (138) (677) (269) (1,535)
Less: Gain on acquisition, net of tax — 7,706 — (39,685)
Plus: Investment securities losses (gains), net — 1 2 20,283
Total revenue (denominator) $ 338,903 $ 329,136 $ 989,990 $ 909,107
Efficiency ratio 56.5 % 59.6 % 56.8 % 61.7 %
(1) Results are annualized.

RESULTS OF OPERATIONS

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

Net Interest Income

FTE net interest income was $268.6 million for the three months ended September 30, 2025, an increase of $6.2 million, compared to $262.4 million for the same period in 2024. For the three months ended September 30, 2025, NIM increased to 3.57%, or eight bps, compared to the same period in 2024. The Corporation manages the risk associated with changes in interest rates through the techniques described within Part 1, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" in this Quarterly Report on Form 10-Q. The following table provides a comparative average balance sheet and net interest income analysis for the three months ended September 30, 2025 compared to the same period in 2024. Interest income and yields are presented on an FTE basis using a 21% federal tax rate as well as statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.

Three months ended September 30
2025 2024
Average<br>Balance Interest Yield/<br>Rate Average<br>Balance Interest Yield/<br>Rate
ASSETS (dollars in thousands)
Interest-earning assets:
Net loans(1) $ 24,020,322 $ 358,443 5.93 % $ 24,147,801 $ 376,160 6.20 %
Investment securities(2) 5,330,905 49,442 3.70 4,526,885 37,853 3.34
Other interest-earning assets 622,832 7,557 4.83 1,338,592 18,068 5.37
Total interest-earning assets 29,974,059 415,442 5.51 30,013,278 432,081 5.74
Noninterest-earning assets:
Cash and due from banks 312,578 306,427
Premises and equipment 181,116 181,285
Other assets 1,837,179 1,772,052
Less: ACL - loans(3) (380,894) (377,807)
Total Assets $ 31,924,038 $ 31,895,235
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits $ 7,876,227 $ 36,369 1.83 % $ 7,668,583 $ 38,768 2.01 %
Savings and money market deposits 8,391,379 48,237 2.28 7,663,599 49,477 2.57
Brokered deposits 694,486 7,689 4.39 842,661 11,344 5.36
Time deposits 4,097,195 37,942 3.67 4,107,466 45,735 4.43
Total interest-bearing deposits 21,059,287 130,237 2.45 20,282,309 145,324 2.85
Borrowings and other interest-bearing liabilities 1,564,996 16,571 4.20 2,229,348 24,324 4.34
Total interest-bearing liabilities 22,624,283 146,808 2.57 22,511,657 169,648 3.00
Noninterest-bearing liabilities:
Demand deposits 5,239,393 5,495,950
Other liabilities 698,994 727,306
Total Liabilities 28,562,670 28,734,913
Total deposits 26,298,680 1.96 % 25,778,259 2.24 %
Total interest-bearing liabilities and non-interest bearing deposits (cost of funds) 27,863,676 2.09 % 28,007,607 2.41 %
Shareholders’ equity 3,361,368 3,160,322
Total Liabilities and Shareholders’ Equity $ 31,924,038 $ 31,895,235
Net interest income/net interest margin (FTE) 268,634 3.57 % 262,433 3.49 %
Tax equivalent adjustment (4,436) (4,424)
Net interest income $ 264,198 $ 258,009

(1) Average balance includes non-performing loans and loan fees.

(2) Average balances include amortized historical cost for AFS investment securities; the related unrealized holding gains (losses) are included in other assets.

(3) ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the three months ended September 30, 2025 compared to the same period in 2024:

2025 versus 2024<br>Increase (decrease) due<br>to change in
Volume Yield/Rate Net
(dollars in thousands)
FTE Interest income on:
Net loans(1) $ (1,916) $ (15,801) $ (17,717)
Investment securities 7,212 4,377 11,589
Other interest-earning assets (8,847) (1,664) (10,511)
Total interest income $ (3,551) $ (13,088) $ (16,639)
Interest expense on:
Demand deposits $ 1,059 $ (3,458) $ (2,399)
Savings and money market deposits 4,553 (5,793) (1,240)
Brokered deposits (1,801) (1,854) (3,655)
Time deposits (112) (7,681) (7,793)
Borrowings and other interest-bearing liabilities (6,996) (757) (7,753)
Total interest expense $ (3,297) $ (19,543) $ (22,840)

(1) Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the third quarter of 2024, FTE total interest income for the third quarter of 2025 decreased $16.6 million, or 3.9%, due to a decrease of $13.1 million attributable to changes in yield and a decrease of $3.6 million attributable to changes in volume. The decrease due to changes in yield was primarily due to a decline in interest rates on average net loans and average other interest-earning assets. The decrease due to changes in volume was largely due to a decrease in average other interest-earning assets.

The yield on average total interest-earning assets decreased 23 bps for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to lower interest rates.

In the third quarter of 2025, interest expense decreased $22.8 million compared to the third quarter of 2024, primarily driven by a decrease of $19.5 million attributable to changes in rate and a decrease of $3.3 million attributable to changes in volume. The decrease in interest expense attributable to changes in rate was primarily due to lower interest rates. The decrease in interest expense attributable to changes in volume was driven by decreases in average borrowings and other interest-bearing liabilities and average brokered deposits.

The rate on average total interest-bearing liabilities decreased 43 bps for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to lower interest rates.

Average loans and FTE yields, by type, are summarized in the following table:

Three months ended September 30
2025 2024 Increase (Decrease)
Balance Yield Balance Yield %
(dollars in thousands)
Real estate – commercial mortgage $ 9,721,395 6.28 % $ 9,318,273 6.59 % 4.3 %
Commercial and industrial 4,494,662 6.39 4,998,051 6.97 (503,389) (10.1)
Real estate – residential mortgage 6,560,413 4.62 6,268,922 4.38 291,491 4.6
Real estate – home equity 1,191,465 6.90 1,122,313 7.48 69,152 6.2
Real estate – construction 1,125,130 6.94 1,437,907 7.88 (312,777) (21.8)
Consumer 590,658 7.82 682,602 6.68 (91,944) (13.5)
Leases and other loans(1) 336,599 5.14 319,733 5.76 16,866 5.3
Total loans $ 24,020,322 5.93 % $ 24,147,801 6.20 % (0.5) %

All values are in US Dollars.

(1) Consists of equipment lease financing, overdrafts and net origination fees and costs.

During the third quarter of 2025, average net loans decreased $127.5 million, or 0.5%, compared to the same period in 2024.

The yield on total loans decreased 27 bps to 5.93% for the third quarter of 2025 compared to 6.20% for the same period in 2024.

Average deposits and interest rates, by type, are summarized in the following table:

Three months ended September 30
2025 2024 Increase (Decrease)
Balance Rate Balance Rate %
(dollars in thousands)
Noninterest-bearing demand $ 5,239,393 — % $ 5,495,950 — % (4.7) %
Interest-bearing demand 7,876,227 1.83 7,668,583 2.01 207,644 2.7
Savings and money market deposits 8,391,379 2.28 7,663,599 2.57 727,780 9.5
Total demand deposits and savings and money market deposits 21,506,999 1.56 20,828,132 1.69 678,867 3.3
Brokered deposits 694,486 4.39 842,661 5.36 (148,175) (17.6)
Time deposits 4,097,195 3.67 4,107,466 4.43 (10,271) (0.3)
Total deposits $ 26,298,680 1.96 % $ 25,778,259 2.24 % 2.0 %

All values are in US Dollars.

Average total deposits increased $520.4 million, or 2.0%, in the third quarter of 2025 compared to the same period in 2024. The increase in average total deposits was primarily due to increases of $727.8 million and $207.6 million in average savings and money market deposits and average interest-bearing demand deposits, respectively, partially offset by decreases of $256.6 million and $148.2 million in average noninterest-bearing demand deposits and average brokered deposits, respectively.

The cost of deposits decreased 28 bps to 1.96% in the third quarter of 2025 compared to 2.24% for the same period in 2024 primarily due to lower interest rates.

Average borrowings and other interest-bearing liabilities and interest rates, by type, are summarized in the following table:

Three months ended September 30
2025 2024 Increase (Decrease)
Balance Rate Balance Rate %
(dollars in thousands)
FHLB advances $ 484,022 4.71 % $ 754,130 4.56 % (35.8) %
Senior debt and subordinated debt 367,517 5.40 535,831 3.96 (168,314) (31.4)
Other borrowings and interest-bearing liabilities(1) 713,456 3.24 939,387 4.05 (225,931) (24.1)
Total borrowings and other interest-bearing liabilities $ 1,564,995 4.20 % $ 2,229,348 4.34 % (29.8) %

All values are in US Dollars.

(1) Includes repurchase agreements, short-term promissory notes, capital leases and collateral liabilities.

Average total borrowings and other interest-bearing liabilities decreased $664.4 million, or 29.8%, in the third quarter of 2025 compared to the same period in 2024. The decrease in average total borrowings and other interest-bearing liabilities was due to decreases of $270.1 million, $225.9 million and $168.3 million in average FHLB advances, average other borrowings and interest-bearing liabilities and average senior debt and subordinated debt, respectively.

In November 2024, the Corporation retired $168.8 million of subordinated notes issued in November 2014 and June 2015 which matured on November 15, 2024.

Provision for Credit Losses

The provision for credit losses was $10.2 million for the three months ended September 30, 2025 resulting in a $376.3 million allowance for credit losses attributable to net loans, or 1.57% of total net loans as of September 30, 2025, compared to a provision for credit losses of $11.9 million for the same period in 2024, resulting in a $376.0 million allowance for credit losses attributable to net loans, or 1.56% of total net loans as of September 30, 2024.

Non-Interest Income

The following table presents the components of non-interest income:

Three months ended September 30 Increase (Decrease)
2025 2024 %
(dollars in thousands)
Wealth management $ 22,639 $ 21,596 4.8 %
Commercial banking:
Merchant and card 7,327 7,496 (169) (2.3)
Cash management 8,335 7,201 1,134 15.7
Capital markets 2,908 3,311 (403) (12.2)
Other commercial banking 4,595 4,281 314 7.3
Total commercial banking 23,165 22,289 876 3.9
Consumer banking:
Card 8,246 7,917 329 4.2
Overdraft 4,153 3,957 196 5.0
Other consumer banking 2,775 3,054 (279) (9.1)
Total consumer banking 15,174 14,928 246 1.6
Mortgage banking 3,711 3,142 569 18.1
Other 5,718 5,425 293 5.4
Non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax 70,407 67,380 3,027 4.5
Gain on acquisition, net of tax — (7,706) 7,706 N/M
Investment securities (losses) gains, net — (1) 1 N/M
Total Non-Interest Income $ 70,407 $ 59,673 18.0 %

All values are in US Dollars.

Non-interest income for the three months ended September 30, 2025 increased $10.7 million, or 18.0%, compared to the same period in 2024. Compared to the three months ended September 30, 2024, non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax, increased $3.0 million, or 4.5%. The increase in non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax, was primarily due to increases of $1.1 million in cash management fee income due to an increase in account analysis fees as commercial customers moved funds to interest-bearing deposit accounts, $1.0 million in wealth management revenues due to an increase in assets under management and $0.6 million in mortgage banking income due to an increase in gains on loan sales.

Non-Interest Expense

The following table presents the components of non-interest expense:

Three months ended September 30 Increase (Decrease)
2025 2024 %
(dollars in thousands)
Salaries and employee benefits $ 110,855 $ 112,810 (1.7) %
Data processing and software 18,535 20,314 (1,779) (8.8)
Net occupancy 15,954 18,999 (3,045) (16.0)
Other outside services 12,822 12,090 732 6.1
Intangible amortization 5,368 6,287 (919) (14.6)
FDIC insurance 5,089 5,109 (20) (0.4)
Equipment 3,926 4,860 (934) (19.2)
Marketing 2,470 2,251 219 9.7
Professional fees 2,320 2,811 (491) (17.5)
Other 19,442 16,978 2,464 14.5
Subtotal 196,781 202,509 (5,728) (2.8)
FultonFirst implementation and asset disposals (207) 9,385 (9,592) (102.2)
Acquisition-related expenses — 14,195 (14,195) N/M
Total non-interest expense $ 196,574 $ 226,089 (13.1) %

All values are in US Dollars.

Non-interest expense for the three months ended September 30, 2025 decreased $29.5 million, or 13.1%, compared to the same period in 2024. Excluding FultonFirst implementation and asset disposals and acquisition-related expenses, non-interest expense decreased $5.7 million, or 2.8%. The decrease in non-interest expense before FultonFirst implementation and asset disposals and acquisition-related expenses was primarily due to a $3.0 million decrease in net occupancy expense, primarily due to cost savings realized from the Republic First Transaction, and a $2.0 million decrease in salaries and employee benefits expense driven by a reduction in employee base salaries expense, in part due to the Republic First Transaction and FultonFirst initiative.

Income Taxes

Income tax expense for the three months ended September 30, 2025 was $27.3 million, a $10.9 million increase compared to the same period in 2024. The Corporation's ETR was 21.4% for the three months ended September 30, 2025 compared to 20.7% for the same period in 2024. Excluding the impact from the $7.7 million adjustment on the gain on acquisition, net of tax, the Corporation's ETR was 18.8% for the three months ended September 30, 2024.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Net Interest Income

FTE net interest income was $783.5 million for the nine months ended September 30, 2025, an increase of $63.2 million, compared to $720.2 million for the same period in 2024. For the nine months ended September 30, 2025, NIM increased to 3.49%, or seven bps, compared to the same period in 2024. The following table provides a comparative average balance sheet and net interest income analysis for the nine months ended September 30, 2025 compared to the same period in 2024. Interest income and yields are presented on an FTE basis using a 21% federal tax rate as well as statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.

Nine months ended September 30
2025 2024
Average<br>Balance Interest Yield/<br>Rate Average<br>Balance Interest Yield/<br>Rate
ASSETS (dollars in thousands)
Interest-earning assets:
Net loans(1) $ 23,975,693 $ 1,055,558 5.88 % $ 22,918,845 $ 1,045,573 6.09 %
Investment securities(2) 5,307,436 146,147 3.67 4,303,048 98,701 3.05
Other interest-earning assets 698,727 24,919 4.76 921,483 37,126 5.38
Total interest-earning assets 29,981,856 1,226,624 5.46 28,143,376 1,181,400 5.60
Noninterest-earning assets:
Cash and due from banks 297,491 297,268
Premises and equipment 186,414 202,531
Other assets 1,850,254 1,828,085
Less: ACL - loans(3) (383,776) (353,567)
Total Assets $ 31,932,239 $ 30,117,693
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits $ 7,810,681 $ 105,303 1.80 % $ 6,785,106 $ 91,016 1.79 %
Savings and money market deposits 8,195,790 140,800 2.30 7,215,631 133,175 2.47
Brokered deposits 761,952 25,222 4.43 1,015,823 41,073 5.40
Time deposits 4,112,258 118,998 3.87 3,583,905 114,721 4.28
Total interest-bearing deposits 20,880,681 390,323 2.50 18,600,465 379,985 2.73
Borrowings and other interest-bearing liabilities 1,691,351 52,830 4.18 2,425,753 81,177 4.47
Total interest-bearing liabilities 22,572,032 443,153 2.62 21,026,218 461,162 2.93
Noninterest-bearing liabilities:
Demand deposits 5,317,851 5,339,590
Other liabilities 735,460 791,175
Total Liabilities 28,625,343 27,156,983
Total deposits 26,198,532 1.99 23,940,055 2.12
Total interest-bearing liabilities and non-interest-bearing deposits (cost of funds) 27,889,883 2.12 26,365,808 2.33
Shareholders’ equity 3,306,896 2,960,710
Total Liabilities and Shareholders’ Equity $ 31,932,239 $ 30,117,693
Net interest income/net interest margin (FTE) 783,471 3.49 % 720,238 3.42 %
Tax equivalent adjustment (13,166) (13,572)
Net interest income $ 770,305 $ 706,666

(1) Average balance includes non-performing loans and loan fees.

(2) Average balances include amortized historical cost for AFS investment securities; the related unrealized holding gains (losses) are included in other assets.

(3) ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the nine months ended September 30, 2025 in comparison to the same period in 2024:

2025 versus 2024<br>Increase (Decrease) due<br>to change in
Volume Yield/Rate Net
(dollars in thousands)
FTE interest income on:
Net loans(1) $ 46,906 $ (36,921) $ 9,985
Investment securities 25,360 22,086 47,446
Other interest-earning assets (8,266) (3,941) (12,207)
Total interest income $ 64,000 $ (18,776) $ 45,224
Interest expense on:
Demand deposits $ 13,778 $ 509 $ 14,287
Savings and money market deposits 17,240 (9,615) 7,625
Brokered deposits (9,222) (6,629) (15,851)
Time deposits 15,916 (11,639) 4,277
Borrowings and other interest-bearing liabilities (23,344) (5,003) (28,347)
Total interest expense $ 14,368 $ (32,377) $ (18,009)

(1) Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the same period in 2024, FTE total interest income for the nine months ended September 30, 2025 increased $45.2 million, or 3.8%, due to an increase of $64.0 million attributable to changes in volume, of which $46.9 million was attributable to average net loans and $25.4 million was attributable to average investment securities, partially offset by a decrease of $18.8 million attributable to changes in yield, primarily attributable to average net loans. The increase in the average balance of net loans for the nine months ended September 30, 2025 compared to the same period in 2024 was in part due to loans acquired in the Republic First Transaction.

The yield on average total interest-earning assets decreased 14 bps for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a decline in interest rates.

For the nine months ended September 30, 2025, interest expense decreased $18.0 million compared to the same period in 2024, primarily driven by a decrease of $32.4 million attributable to changes in rate, of which $11.6 million was attributable to average time deposits, $9.6 million was attributable to average savings and money market deposits and $6.6 million was attributable to average brokered deposits. The decrease in interest expense attributable to rate was partially offset by an increase in interest expense of $14.4 million attributable to changes in volume, of which $17.2 million was attributable to average savings and money market deposits, $15.9 million was attributable to average time deposits and $13.8 million was attributable to average demand deposits, partially offset by a decrease in interest expense of $23.3 million attributable to average borrowings and other interest-bearing liabilities. The increase in interest expense attributable to changes in volume was driven in part due to deposits assumed in the Republic First Transaction.

The rate on average total interest-bearing liabilities decreased 31 bps for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a decline in interest rates.

Average loans and FTE yields, by type, are summarized in the following table:

Nine months ended September 30
2025 2024 Increase (Decrease)
Balance Yield Balance Yield %
(dollars in thousands)
Real estate – commercial mortgage $ 9,676,574 6.23 % $ 8,803,503 6.48 % 9.9 %
Commercial and industrial 4,543,967 6.37 4,786,976 6.82 (243,009) (5.1)
Real estate - residential mortgage 6,459,649 4.55 5,844,317 4.20 615,332 10.5
Real estate - home equity 1,177,209 6.87 1,091,526 7.61 85,683 7.8
Real estate – construction 1,197,159 6.95 1,370,134 7.92 (172,975) (12.6)
Consumer 601,877 7.47 697,204 6.31 (95,327) (13.7)
Leases and other loans (1) 319,258 5.02 325,185 5.50 (5,927) (1.8)
Total loans $ 23,975,693 5.88 % $ 22,918,845 6.09 % 4.6 %

All values are in US Dollars.

(1) Consists of equipment lease financing, overdrafts and net origination fees and costs.

During the nine months ended September 30, 2025, average net loans increased $1.1 billion, or 4.6%, compared to the same period in 2024. The increase in average net loans was largely due to loans acquired in the Republic First Transaction.

The yield on total loans decreased 21 bps for the first nine months of 2025 compared to the same period in 2024 primarily due to lower interest rates.

Average deposits and interest rates, by type, are summarized in the following table:

Nine months ended September 30
2025 2024 Increase (Decrease)
Balance Rate Balance Rate %
(dollars in thousands)
Noninterest-bearing demand $ 5,317,851 — % $ 5,339,590 — % (0.4) %
Interest-bearing demand 7,810,681 1.80 6,785,106 1.79 1,025,575 15.1
Savings and money market deposits 8,195,790 2.30 7,215,631 2.47 980,159 13.6
Total demand deposits and savings and money market deposits 21,324,322 1.54 19,340,327 1.55 1,983,995 10.3
Brokered deposits 761,952 4.43 1,015,823 5.40 (253,871) (25.0)
Time deposits 4,112,258 3.87 3,583,905 4.28 528,353 14.7
Total deposits $ 26,198,532 1.99 % $ 23,940,055 2.12 % 9.4 %

All values are in US Dollars.

During the nine months ended September 30, 2025, average total deposits increased $2.3 billion, or 9.4%, compared to the same period in 2024. The increase in average total deposits was primarily due to increases of $1.0 billion, $980.2 million and $528.4 million in average interest-bearing demand deposits, average savings and money market deposits and average time deposits, respectively, partially offset by a decrease of $253.9 million in average brokered deposits. The increase in average total deposits was largely due to deposits assumed in the Republic First Transaction.

The cost of total deposits decreased 13 bps to 1.99% for the first nine months of 2025 compared to 2.12% for the same period of 2024 primarily due to a decline in interest rates.

Average borrowings and other interest-bearing liabilities and interest rates, by type, are summarized in the following table:

Nine months ended September 30
2025 2024 Increase (Decrease)
Balance Rate Balance Rate %
(dollars in thousands)
Federal funds purchased $ 366 4.47 % $ 68,515 5.54 % (99.5) %
FHLB advances 634,370 4.58 829,971 4.69 (195,601) (23.6)
Senior debt and subordinated debt 367,438 4.93 535,656 3.96 (168,218) (31.4)
Other borrowings and interest-bearing liabilities(1) 689,177 3.39 991,611 4.11 (302,434) (30.5)
Total borrowings and other interest-bearing liabilities $ 1,691,351 4.18 % $ 2,425,753 4.47 % (30.3) %

All values are in US Dollars.

(1) Includes repurchase agreements, short-term promissory notes and capital leases and collateral liabilities.

Average borrowings and other interest-bearing liabilities decreased $734.4 million, or 30.3%, in the first nine months of 2025 compared to the same period in 2024. The decrease in average borrowings and other interest-bearing liabilities was due to decreases of $302.4 million, $195.6 million, $168.2 million and $68.1 million in average other borrowings and interest-bearing liabilities, average FHLB advances, average senior debt and subordinated debt and average Federal funds purchased, respectively.

In November 2024, the Corporation retired $168.8 million of subordinated notes issued in November 2014 and June 2015 which matured on November 15, 2024.

Provision for Credit Losses

The provision for credit losses was $32.7 million for the nine months ended September 30, 2025 compared to $54.9 million for the same period in 2024. The $22.2 million decrease in the provision for credit losses compared to the same period in 2024 was primarily due to a $23.4 million provision for credit losses for non-PCD loans recorded as a result of the Republic First Transaction in the second quarter of 2024.

Non-Interest Income

The following table presents the components of non-interest income:

Nine months ended September 30 Increase (Decrease)
2025 2024 %
(dollars in thousands)
Wealth management $ 66,705 $ 62,741 6.3 %
Commercial banking:
Merchant and card 21,294 22,103 (809) (3.7)
Cash management 24,510 20,473 4,037 19.7
Capital markets 8,264 8,236 28 0.3
Other commercial banking 13,857 11,716 2,141 18.3
Total commercial banking 67,925 62,528 5,397 8.6
Consumer banking:
Card 23,748 22,850 898 3.9
Overdraft 11,265 10,120 1,145 11.3
Other consumer banking 7,757 8,226 (469) (5.7)
Total consumer banking 42,770 41,196 1,574 3.8
Mortgage banking 10,841 10,183 658 6.5
Other 18,547 13,756 4,791 34.8
Non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax 206,788 190,404 16,384 8.6
Gain on acquisition, net of tax — 39,685 (39,685) (100.0)
Investment securities (losses) gains, net (2) (20,283) 20,281 (100.0)
Total Non-Interest Income $ 206,786 $ 209,806 (1.4) %

All values are in US Dollars.

Non-interest income for the nine months ended September 30, 2025 decreased $3.0 million, or 1.4%, compared to the same period in 2024. Excluding investment securities (losses) gains, net and gain on acquisition, net of tax, non-interest income increased $16.4 million or 8.6%. The increase in non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax, was primarily due to increases of $4.0 million in cash management fee income due to an increase in account analysis fees as customers moved funds to interest-bearing deposit accounts, $4.0 million in wealth management revenues due to an increase in assets under management, $3.0 million in income from equity method investments, reflected in other non-interest income, $1.1 million in consumer overdraft fee income and $1.0 million in fee income from letters of credit, included in other commercial banking income.

In May 2024, the Corporation sold $345.7 million of AFS investment securities and recorded a pre-tax loss of $20.3 million. The proceeds from the sale were reinvested into higher-yielding investment securities of a similar type and similar duration.

Non-Interest Expense

The following table presents the components of non-interest expense:

Nine months ended September 30 Increase (Decrease)
2025 2024 %
(dollars in thousands)
Salaries and employee benefits $ 321,726 $ 317,496 1.3 %
Data processing and software 55,396 58,332 (2,936) (5.0)
Net occupancy 50,571 52,942 (2,371) (4.5)
Other outside services 36,307 34,672 1,635 4.7
Intangible amortization 17,097 11,548 5,549 48.1
FDIC insurance 15,638 17,909 (2,271) (12.7)
Equipment 12,175 13,461 (1,286) (9.6)
Marketing 7,595 6,263 1,332 21.3
Professional fees 3,233 7,470 (4,237) (56.7)
Other 59,251 53,286 5,965 11.2
Subtotal 578,989 573,379 5,610 1.0
Gain on Sale-Leaseback Transaction — (20,266) 20,266 100.0
FultonFirst implementation and asset disposals (524) 22,065 (22,589) (102.4)
Acquisition-related expenses 380 27,998 (27,618) (98.6) %
Total non-interest expense $ 578,845 $ 603,176 (4.0) %

All values are in US Dollars.

Non-interest expense for the nine months ended September 30, 2025 decreased $24.3 million, or 4.0%, compared to the same period in 2024. Excluding the gain on Sale-Leaseback Transaction, FultonFirst implementation and asset disposals and acquisition-related expenses, non-interest expense increased $5.6 million, or 1.0%, for the nine months ended September 30, 2025 compared to the same period in 2024. The increase in non-interest expense, excluding the gain on Sale-Leaseback Transaction, FultonFirst implementation and asset disposals and acquisition-related expenses, was largely due to increases of $5.5 million in intangible amortization driven by CDI amortization expense resulting from the Republic First Transaction and $4.2 million in salaries and employee benefits primarily due to an increase in incentive compensation expense and annual merit increases, partially offset by a decrease of $4.2 million in professional fees largely due to a recovery of previously incurred fees in the first quarter of 2025.

Income Taxes

The Corporation's ETR was 19.9% for the nine months ended September 30, 2025, compared to 14.8% for the same period in 2024. Excluding the impact from the $39.7 million gain on acquisition, net of tax, the Corporation's ETR was 17.5% for the same period in 2024.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets:

September 30,<br>2025 December 31,<br>2024
%
Assets (dollars in thousands)
Cash and cash equivalents $ 814,197 $ 1,063,871 (249,674) (23.5) %
FRB and FHLB Stock 136,181 139,574 (2.4)
Loans held for sale 19,875 25,618 (22.4)
Investment securities 5,045,270 4,806,468 5.0
Net loans, less ACL - loans 23,665,231 23,665,763 N/M
Net premises and equipment 178,644 195,527 (8.6)
Goodwill and intangibles 618,361 635,458 (2.7)
Other assets 1,517,327 1,539,531 (1.4)
Total Assets $ 31,995,086 $ 32,071,810 (76,724) (0.2) %
Liabilities and Shareholders' Equity
Deposits $ 26,332,490 $ 26,129,433 203,057 0.8 %
Borrowings 1,471,961 1,782,048 (17.4)
Other liabilities 777,037 963,004 (19.3)
Total Liabilities 28,581,488 28,874,485 (1.0)
Total Shareholders' Equity 3,413,598 3,197,325 6.8
Total Liabilities and Shareholders' Equity $ 31,995,086 $ 32,071,810 (76,724) (0.2) %

All values are in US Dollars.

Investment Securities

The following table presents the carrying amount of investment securities:

September 30,<br>2025 December 31,<br>2024
%
Available for Sale (dollars in thousands)
State and municipal securities $ 811,736 $ 814,887 (3,151) (0.4) %
Corporate debt securities 255,039 300,370 (15.1)
Collateralized mortgage obligations 1,135,442 788,885 43.9
Residential mortgage-backed securities 858,992 989,875 (13.2)
Commercial mortgage-backed securities 532,867 516,882 3.1
Total AFS investment securities 3,594,076 3,410,899 5.4
Held to Maturity
Residential mortgage-backed securities 597,922 537,856 11.2
Commercial mortgage-backed securities 853,272 857,713 (0.5)
Total HTM securities 1,451,194 1,395,569 4.0
Total Investment Securities $ 5,045,270 $ 4,806,468 238,802 5.0 %

All values are in US Dollars.

Compared to December 31, 2024, total AFS investment securities at September 30, 2025 increased $183.2 million, or 5.4%. The increase in AFS investment securities at September 30, 2025 compared to December 31, 2024 was primarily due to a $346.6 million increase in collateralized mortgage obligations, partially offset by decreases of $130.9 million and $45.3 million in residential mortgage-backed securities and corporate debt securities, respectively.

Compared to December 31, 2024, total HTM investment securities at September 30, 2025 increased $55.6 million, or 4.0%. The increase in HTM investment securities at September 30, 2025 compared to December 31, 2024 was driven by an increase of $60.1 million in residential mortgage-backed securities.

Loans

The following table presents ending net loans outstanding by type:

September 30,<br>2025 December 31,<br>2024
%
(dollars in thousands)
Real estate - commercial mortgage $ 9,734,156 $ 9,601,858 132,298 1.4%
Commercial and industrial 4,437,905 4,605,589 (3.6)%
Real estate - residential mortgage 6,617,017 6,349,643 4.2%
Real estate - home equity 1,214,399 1,160,616 4.6%
Real estate - construction 1,134,748 1,394,899 (18.7)%
Consumer 566,291 616,856 (8.2)%
Leases and other loans(1) 336,973 315,458 6.8%
Net loans $ 24,041,489 $ 24,044,919 (3,430) N/M

All values are in US Dollars.

(1) Includes unearned income of $37.8 million and $35.6 million as of September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, net loans decreased $3.4 million compared to December 31, 2024. The decrease in net loans during the nine months of 2025 was primarily due to decreases of $260.2 million in construction loans and $167.7 million in commercial and industrial loans, partially offset by increases of $267.4 million in residential mortgage loans and $132.3 million in commercial mortgage loans.

The Corporation does not have a significant concentration of credit risk with any single borrower. As of September 30, 2025, approximately $10.9 billion, or 45.2%, of the loan portfolio was comprised of commercial mortgage loans and construction loans.

The Corporation has established lower total lending limits for certain types of commercial lending commitments and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved. The Corporation adheres to loan portfolio management practices, which include requiring an annual review of the majority of commercial loans. Additionally, management monitors the loan portfolio throughout the year taking into account, among other things, the size, complexity and risk of loans and individual borrowers. An independent loan review function assesses the portfolio for internal risk rating accuracy and loan servicing policy requirements. The Corporation consolidates risk migrations to identify emerging risks by industry and real estate property types, taking into consideration economic forecasts and industry trends. The Corporation takes a risk-based approach when reviewing a specific loan portfolio, such as the commercial office loan portfolio or multi-family loan portfolio. The Corporation reviews portfolio concentrations and adjusts the lending limits based on asset quality, economic forecasts and industry outlook.

The following table summarizes the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios:

September 30, 2025 December 31, 2024
Real estate(1) 42.5 % 39.5 %
Health care 6.9 6.3
Manufacturing 6.4 5.1
Retail 6.1 6.6
Agriculture 5.1 5.3
Other services 4.8 5.3
Construction(2) 4.6 4.3
Hospitality and food services 4.1 4.0
Wholesale trade 4.0 3.4
Educational services 3.1 3.0
Professional, scientific and technical services 2.5 2.7
Arts, entertainment and recreation 2.4 2.4
Finance and Insurance 1.4 1.6
Public administration 1.4 1.3
Transportation and warehousing 1.3 1.5
Administrative and Support 1.1 1.2
Other 2.3 6.5
Total 100.0 % 100.0 %

(1) Includes commercial loans to borrowers engaged in the business of renting, leasing or managing real estate for others, selling and/or buying real estate for

others and appraising real estate.

(2) Includes commercial loans to borrowers engaged in the construction industry.

The commercial mortgage loan portfolio consists of 45.3% owner occupied commercial mortgage loans and 54.7% of non-owner occupied commercial mortgage loans as of September 30, 2025. The following table summarizes the non-owner occupied commercial mortgage loan portfolio outstanding balance and the percent to total net loans.

September 30, 2025 December 31, 2024
% of Total Net Loans % of Total Net Loans
(dollars in thousands)
Multi-family 6.4 % 6.4 %
Retail trade 1,147,092 4.8 1,097,712 4.6
Industrial 886,296 3.7 829,354 3.4
Office 750,874 3.1 761,929 3.2
Hospitality and food services 456,465 1.9 470,907 2.0
Other 549,728 2.2 527,661 2.2
Total non-owner occupied commercial mortgage loans 22.1 % 21.8 %

All values are in US Dollars.

The following table summarizes the commercial mortgage office non-owner occupied loan portfolio outstanding balance, total commitment and LTV ratio by Metropolitan Statistical Area:

September 30, 2025 December 31, 2024
Outstanding Balance Total Commitment Weighted Average LTV(1) Outstanding Balance Total Commitment Weighted Average LTV(1)
(dollars in thousands)
Philadelphia(2) $ 359,500 $ 373,065 62 % $ 339,164 $ 369,758 62 %
New York(3) 71,230 73,690 62 96,129 100,893 59
Washington, D.C.(4) 76,514 76,514 69 87,688 87,688 55
Baltimore (5) 84,259 85,375 62 75,318 76,453 58
Other 159,371 185,982 61 163,630 171,442 61
Total office non-owner occupied commercial real estate $ 750,874 $ 794,626 63 % $ 761,929 $ 806,234 60 %

(1) Weighted average LTV as of origination.

(2) Philadelphia-Camden-Wilmington, PA-NJ-DE-MD.

(3) New York-Newark-Jersey City, NY-NJ-PA.

(4) Washington-Arlington-Alexandria, DC-VA-MD-WV.

(5) Baltimore-Columbia-Towson, MD.

The non-owner occupied commercial mortgage office loan portfolio table above excludes commercial construction loans secured by office property collateral with a total outstanding balance of $1.7 million and outstanding loan commitment of $2.8 million as of September 30, 2025.

The following table summarizes the non-owner occupied commercial mortgage multi-family loan portfolio outstanding balance, total commitment and LTV ratio by Metropolitan Statistical Area:

September 30, 2025 December 31, 2024
Outstanding Balance Total Commitment Weighted Average LTV(1) Outstanding Balance Total Commitment Weighted Average LTV(1)
(dollars in thousands)
Philadelphia(2) $ 688,325 $ 700,916 62 % $ 707,826 $ 738,256 62 %
New York(3) 125,927 129,005 60 124,321 130,238 64
Baltimore(4) 93,512 93,512 56 108,384 108,680 59
Washington, D.C.(5) 49,909 52,198 54 28,145 31,121 48
Lancaster, PA 137,493 139,133 48 135,891 146,593 69
Other 435,370 494,611 57 439,376 479,884 59
Total multi-family non-owner occupied commercial real estate $ 1,530,536 $ 1,609,375 58 % $ 1,543,943 $ 1,634,772 62 %

(1) Weighted average LTV as of origination.

(2) Philadelphia-Camden-Wilmington, PA-NJ-DE-MD.

(3) New York-Newark-Jersey City, NY-NJ-PA.

(4) Baltimore-Columbia-Towson, MD.

(5) Washington-Arlington-Alexandria, DC-VA-MD-WV.

The non-owner occupied commercial mortgage multi-family loan table above excludes commercial construction loans secured by multi-family property collateral with a total outstanding loan balance of $323.5 million and outstanding loan commitments of $506.8 million as of September 30, 2025.

The following table presents the changes in non-accrual loans for the three and nine months ended September 30, 2025:

Commercial <br>and <br>Industrial Real Estate -<br>Commercial<br>Mortgage Real Estate -<br>Construction Real Estate -<br>Residential<br>Mortgage Consumer and Real Estate -<br>Home<br>Equity Leases and other loans Total
(dollars in thousands)
Three months ended September 30, 2025
Balance at June 30, 2025 $ 39,115 $ 84,035 $ 24,852 $ 25,817 $ 7,085 $ 2,038 $ 182,942
Additions 20,430 14,530 — 3,583 2,394 422 41,359
Payments (7,224) (24,679) (17,493) (1,354) (905) (726) (52,381)
Charge-offs (1) (5,847) (3,906) (5,286) (394) (1,562) (422) (17,417)
Transfers to accrual status (4,006) — — (42) (117) (10) (4,175)
Transfers to OREO — — — (191) — — (191)
Balance at September 30, 2025 $ 42,468 $ 69,980 $ 2,073 $ 27,419 $ 6,895 $ 1,302 $ 150,137
Nine months ended September 30, 2025
Balance at December 31, 2024 $ 42,217 $ 99,497 $ 1,746 $ 25,400 $ 8,599 $ 11,834 $ 189,293
Additions 46,125 99,890 25,980 8,800 6,311 2,347 189,453
Payments (26,331) (102,102) (20,027) (4,527) (2,723) (10,523) (166,233)
Charge-offs (1) (15,492) (22,414) (5,386) (995) (4,871) (2,346) (51,504)
Transfers to accrual status (4,051) (4,891) — (124) (421) (10) (9,497)
Transfers to OREO — — (240) (1,135) — — (1,375)
Balance at September 30, 2025 $ 42,468 $ 69,980 $ 2,073 $ 27,419 $ 6,895 $ 1,302 $ 150,137
(1) Overdrafts excluded from charge-offs.

During the nine months ended September 30, 2025, non-accrual loans decreased by approximately $39.2 million, or 20.7%, largely due to $166.2 million in payments, $51.5 million in charge-offs and $9.5 million in transfers to accrual status, partially offset by $189.5 million in additions. During the nine months ended September 30, 2025, non-accrual loans as a percentage of total net loans decreased to 0.62% compared to 0.79% as of December 31, 2024.

The following table presents non-performing assets for the periods shown below:

September 30, 2025 December 31, 2024
(dollars in thousands)
Non-accrual loans $ 150,137 $ 189,293
Loans 90 days or more past due and still accruing 48,597 30,781
Total non-performing loans 198,734 220,074
OREO(1) 2,305 2,621
Total non-performing assets $ 201,039 $ 222,695
Non-accrual loans to total net loans 0.62 % 0.79 %
Non-performing loans to total net loans 0.83 % 0.92 %
Non-performing assets to total assets 0.63 % 0.69 %
ACL - loans to non-performing loans 189 % 172 %

(1) Excludes $15.0 million and $17.5 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30, 2025 and December 31, 2024, respectively.

Non-performing loans as of September 30, 2025 were $198.7 million, a decrease of $21.3 million, or 9.7%, compared to $220.1 million as of December 31, 2024. The decrease in non-performing loans during the nine months of 2025 was primarily due to payments, charge-offs and transfers to accrual status, partially offset by additions. Non-performing loans as a percentage of total net loans was 0.83% and 0.92% as of September 30, 2025 and December 31, 2024, respectively.

The Corporation's ability to identify potential problem loans in a timely manner is important to maintaining an adequate ACL. For commercial and industrial loans, commercial mortgage loans, commercial construction loans and leases and other loans, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals and consumer loans is based on payment history through the monitoring of delinquency levels and trends.

Total internally risk-rated loans were $15.4 billion and $15.4 billion as of September 30, 2025 and December 31, 2024, respectively, of which $1.6 billion were criticized and classified loans at September 30, 2025 compared to $1.8 billion at December 31, 2024.

The following table presents criticized and classified loans, or those with internal risk ratings of special mention or substandard or lower for commercial mortgage loans, commercial and industrial loans, construction loans to commercial borrowers and leases and other loans by class segment:

Special Mention(1) Increase (Decrease) Substandard or Lower(2) Increase (Decrease) Total Criticized and Classified Loans
September 30,<br>2025 December 31, 2024 % September 30, 2025 December 31, 2024 % September 30, 2025 December 31, 2024
(dollars in thousands)
Real estate - commercial mortgage $ 501,484 $ 531,423 (5.6)% $ 590,153 $ 522,377 13.0 % $ 1,091,637 $ 1,053,800
Commercial and industrial 169,411 238,809 (69,398) (29.1) 285,013 335,246 (50,233) (15.0) 454,424 574,055
Real estate -construction(3) 50,211 161,310 (111,099) (68.9) 31,916 47,183 (15,267) (32.4) 82,127 208,493
Leases and other loans 2,996 — 2,996 NM 7,125 — 7,125 NM 10,121 —
Total $ 724,102 $ 931,542 (22.3)% $ 914,207 $ 904,806 1.0% $ 1,638,309 $ 1,836,348
% of total risk rated loans 4.7 % 6.1 % 5.9 % 5.9 % 10.6 % 11.9 %

All values are in US Dollars.

(1) Considered "criticized" loans by banking regulators.

(2) Considered "classified" loans by banking regulators.

(3) Excludes residential real estate - construction.

Compared to December 31, 2024, total criticized and classified loans as of September 30, 2025 decreased $198.0 million driven by a decrease of $207.4 million in special mention loans, partially offset by an increase of $9.4 million in substandard or lower loans.

The Corporation accounts for the credit risk associated with lending activities through the ACL and the provision for credit losses.

The following table presents the activity in the ACL:

Three months ended September 30 Nine months ended September 30
2025 2024 2025 2024
(dollars in thousands)
Average balance of net loans $ 24,020,322 $ 24,147,801 $ 23,975,693 $ 22,918,845
Balance of ACL at beginning of period $ 377,337 $ 375,941 $ 379,156 $ 293,404
CECL Day 1 Provision for credit losses(1) — — — 23,444
Initial PCD allowance for credit losses — (1,139) — 54,767
Loans charged off:
Real estate - commercial mortgage (3,906) (2,723) (22,414) (10,602)
Commercial and industrial (5,847) (6,256) (15,492) (16,843)
Real estate - residential mortgage (394) (1,131) (995) (1,417)
Consumer and real estate - home equity (2,527) (2,308) (6,605) (6,312)
Real estate - construction (5,286) — (5,387) —
Leases and other loans (1,479) (726) (4,495) (2,929)
Total loans charged off (19,439) (13,144) (55,388) (38,103)
Recoveries of loans previously charged off:
Real estate - commercial mortgage 4,307 107 4,814 405
Commercial and industrial 3,205 1,008 11,785 3,052
Real estate - residential mortgage 33 130 410 368
Consumer and real estate - home equity 726 545 2,285 2,382
Real estate - construction 47 103 228 336
Leases and other loans 192 129 633 538
Total recoveries of loans previously charged-off 8,510 2,022 20,155 7,081
Net loans charged off (recoveries) (10,929) (11,122) (35,233) (31,022)
Provision for credit losses(1)(2) 9,850 12,281 32,335 35,368
Balance of ACL at end of period $ 376,258 $ 375,961 $ 376,258 $ 375,961
Provision for OBS credit exposures(1) $ 395 $ (352) $ 414 $ (3,902)
Reserve for OBS credit exposures(3) $ 14,575 $ 14,188 $ 14,575 $ 14,188
Net charge-offs to average loans (annualized) 0.18 % 0.18 % 0.20 % 0.18 %

(1) These amounts are reflected in the provision for credit losses in the Consolidated Statements of Income.

(2) Provision for credit losses includes only the portion related to net loans.

(3) Reserve for OBS credit exposures is recorded within other liabilities on the Consolidated Balance Sheets.

The provision for credit losses, specific to net loans, for the three months ended September 30, 2025 was $9.9 million compared to a provision of $12.3 million for the same period in 2024. The provision for credit losses, specific to net loans, for the nine months ended September 30, 2025 was $32.3 million compared to $35.4 million for the same period in 2024. During the second quarter of 2024, a provision for credit losses of $23.4 million was recorded for non-PCD Loans acquired in the Republic First Transaction. Additionally, included in the ACL as of September 30 2024, was $54.8 million recorded for PCD Loans acquired in the Republic First Transaction.

The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. See "Note 5 - Loans and Allowance for Credit Losses" of the Notes to Consolidated Financial Statements in Part I, "Item 1. Financial Statements" for additional details.

The following table summarizes the allocation of the ACL - loans:

September 30, 2025 December 31, 2024
ACL - loans % to Total ACL - loans(1) % to Total Net Loans(2) ACL - loans % to Total ACL - loans(1) % to Total Net Loans(2)
(dollars in thousands)
Real estate - commercial mortgage $ 155,794 41.4 % 40.5 % $ 158,181 41.7 % 39.9 %
Commercial and industrial 94,060 25.0 18.5 92,212 24.3 19.2
Real estate - residential mortgage 88,025 23.4 27.5 81,331 21.5 26.4
Consumer, home equity and leases and other loans 24,950 6.6 8.8 22,292 5.9 8.7
Real estate - construction 13,429 3.6 4.7 25,140 6.6 5.8
Total ACL - loans $ 376,258 100.0 % 100.0 % $ 379,156 100.0 % 100.0 %

(1) Ending ACL - loan portfolio segment balance as a percentage of total ACL - loans.

(2) Ending loan portfolio segment balances as a percentage of total net loans for the periods presented.

Deposits and Borrowings

The following table presents ending deposits by type:

September 30,<br>2025 December 31,<br>2024
%
(dollars in thousands)
Noninterest-bearing demand $ 5,136,210 $ 5,499,760 (363,550) (6.6) %
Interest-bearing demand 8,035,393 7,843,604 2.4
Savings and money market deposits 8,417,678 7,792,114 8.0
Total demand and savings 21,589,281 21,135,478 2.1
Brokered deposits 709,667 843,857 (15.9)
Time deposits 4,033,542 4,150,098 (2.8)
Total deposits $ 26,332,490 $ 26,129,433 203,057 0.8 %

All values are in US Dollars.

During the nine months ended September 30, 2025, total deposits increased by $203.1 million compared to December 31, 2024. The increase in total deposits was primarily due to increases of $625.6 million in savings and money market deposits and $191.8 million in interest-bearing demand deposits, partially offset by decreases of $363.6 million in noninterest-bearing demand deposits, $134.2 million in brokered deposits and $116.6 million in time deposits.

Total uninsured deposits (excluding intra-Company deposits) were estimated to be $9.7 billion and $9.4 billion as of September 30, 2025 and December 31, 2024, respectively.

Time deposits of $250 thousand or more were $1.1 billion and $1.0 billion as of September 30, 2025 and December 31, 2024, respectively.

The following table presents ending borrowings by type:

September 30,<br>2025 December 31,<br>2024
%
(dollars in thousands)
FHLB advances $ 450,000 $ 850,000 (400,000) (47.1)
Senior debt and subordinated debt 367,557 367,316 N/M
Other borrowings(1) 654,404 564,732 15.9
Total borrowings $ 1,471,961 $ 1,782,048 (310,087) (17.4) %

All values are in US Dollars.

(1) Includes repurchase agreements, short-term promissory notes and capital leases.

During the nine months ended September 30, 2025, total borrowings decreased $310.1 million, or 17.4%, compared to December 31, 2024. The decrease in total borrowings was primarily due to a decrease in FHLB advances of $400.0 million, partially offset by an increase in other borrowings of $89.7 million.

Shareholders' Equity

On December 17, 2024, the Corporation announced that its Board of Directors approved the 2025 Repurchase Program. The 2025 Repurchase Program will expire on December 31, 2025. Under the 2025 Repurchase Program, the Corporation is authorized to repurchase up to $125.0 million of shares of its common stock. Under the 2025 Repurchase Program up to $25.0 million may be used to repurchase shares of the Corporation's preferred stock.

On April 15, 2025, the Corporation announced that its Board of Directors approved a supplemental authorization under the 2025 Repurchase Program to repurchase up to $25 million of the Subordinated Notes due 2030; provided that the purchase price of the Corporation's preferred stock and the Subordinated Notes due 2030 may not exceed, in the aggregate, $25 million.

The 2025 Repurchase Program may be discontinued at any time.

During the nine months ended September 30, 2025, 2,203,767 shares of common stock were repurchased under the 2025 Repurchase Program at a total cost of $39.8 million or an average of $18.07 per share.

On May 1, 2024, the Corporation completed its underwritten public offering of 19,166,667 shares of its common stock at a price to the public of $15.00 per share, before underwriting discounts. The net proceeds to the Corporation from the offering after deducting underwriting discounts and transaction expenses were approximately $272.6 million.

Regulatory Capital

The Corporation and its wholly owned subsidiary bank, Fulton Bank, are subject to the Capital Rules administered by banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation's financial statements.

The Capital Rules require the Corporation and Fulton Bank to:

•Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets;

•Meet a minimum Tier 1 Leverage capital ratio of 4.00% of average assets;

•Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;

•Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and

•Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.

As of September 30, 2025, the Corporation's capital levels met the minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

As of September 30, 2025, Fulton Bank met the well-capitalized requirements under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, a bank must maintain minimum Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the Capital Rules. There were no other conditions or events since September 30, 2025 that management believes have changed the Corporation's capital categories.

The following table summarizes the Corporation's capital ratios in comparison to regulatory requirements:

September 30,<br>2025 December 31, 2024 Regulatory<br>Minimum<br>for Capital<br>Adequacy With Capital Conservation Buffer
Total Risk-Based Capital (to Risk-Weighted Assets) 15.0 % 14.3 % 8.0 % 10.5 %
Tier I Risk-Based Capital (to Risk-Weighted Assets) 12.4 % 11.5 % 6.0 % 8.5 %
Common Equity Tier I (to Risk-Weighted Assets) 11.6 % 10.8 % 4.5 % 7.0 %
Tier I Leverage Capital (to Average Assets) 9.6 % 9.0 % 4.0 % 4.0 %

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation's liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation's net interest income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. The Corporation's ALCO is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are a simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulations of net interest income is used primarily to measure the Corporation's short-term earnings exposure to rate movements. During the first quarter of 2025, the Corporation revised its policy to measure its interest rate risk profile using parallel instantaneous shocks rather than non-parallel instantaneous shocks. The Corporation has not changed its established interest rate risk policy limits.

The Corporation evaluates the potential exposure of net interest income in a parallel instantaneous shock. A "shock" is an immediate upward or downward movement in interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period. As of September 30, 2025, the Corporation was within the policy limits for exposure of net interest income for every 100 bps parallel instantaneous shock listed below.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result,

the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of interest rate changes in rate-ramp scenarios over a 12-month period, that is, a gradual parallel shift and a gradual non-parallel shift, on net interest income as of September 30, 2025:

Parallel Shift Non-Parallel Shift
Rate Ramp(1) Annual change<br>in net interest income % change in net interest income Annual change<br>in net interest income % change in net interest income
+400 bp + $29.4 million +2.6% + $20.2 million +1.8%
+300 bp + $24.0 million +2.1% + $17.3 million +1.5%
+200 bp + $18.2 million +1.6% + $13.7 million +1.2%
+100 bp + $11.6 million +1.0% + $9.5 million +0.8%
–100 bp - $6.5 million -0.6% - $4.2 million -0.4%
–200 bp - $12.3 million -1.1% - $6.6 million -0.6%
–300 bp - $18.1 million -1.6% - $8.7 million -0.8%
–400 bp - $24.2 million -2.1% - $11.9 million -1.1%

(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

The following table summarizes the expected impact of abrupt interest rate changes, that is, a parallel instantaneous shock and a non-parallel instantaneous shock, on net interest income as of September 30, 2025:

Parallel Instantaneous Shock Non-Parallel Instantaneous Shock
Rate Shock(1) Annual change<br>in net interest income % change in net interest income Annual change<br>in net interest income % change in net interest income
+400 bp + $55.3 million +4.9% + $27.0 million +2.4%
+300 bp + $47.0 million +4.2% + $25.4 million +2.3%
+200 bp + $37.0 million +3.3% + $22.3 million +2.0%
+100 bp + $24.6 million +2.2% + $18.0 million +1.6%
–100 bp - $15.5 million -1.4% - $6.8 million -0.6%
–200 bp - $30.8 million -2.7% - $10.6 million -0.9%
–300 bp - $48.9 million -4.3% - $14.2 million -1.3%
–400 bp - $80.0 million -7.1% - $30.8 million -2.7%

(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation's balance sheet. The Corporation evaluates the economic value of equity that may be at risk in a parallel instantaneous shock. As of September 30, 2025, the Corporation was within economic value of equity policy limits for every 100 bps parallel instantaneous shock listed above.

The following table disaggregates net loans by interest rate type at September 30, 2025:

Fixed Rate Adjustable/Variable Rate Other(1) Total
(dollars in thousands)
Real estate - commercial mortgage $ 2,043,677 $ 7,677,748 $ 12,731 $ 9,734,156
Commercial and industrial 809,417 3,595,160 33,328 4,437,905
Real-estate - residential mortgage 3,980,288 2,758,166 (121,437) 6,617,017
Real-estate - home equity 152,669 1,059,375 2,355 1,214,399
Real-estate - construction 290,691 843,181 876 1,134,748
Consumer 481,054 85,126 111 566,291
Leases and other loans 290,063 223 46,687 336,973
Gross loans $ 8,047,859 $ 16,018,979 $ (25,349) $ 24,041,489

(1) Other includes non-accrual loans, deferred fees/costs, purchase accounting fair value adjustment balances and loans in-process.

Interest Rate Derivatives

The Corporation enters into interest rate derivatives with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate derivatives with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate derivatives is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate derivatives are derivative financial instruments, and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets.

Cash Flow Hedges

The Corporation's objectives in using interest rate derivatives are to reduce volatility in net interest income and net interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate derivatives as part of its interest rate risk management strategy. The Corporation enters into interest rate derivatives designated as cash flow hedges to hedge the cash flows associated with existing loans and borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income or interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income or interest expense as interest payments are received or made on the Corporation's loans and borrowings.

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the unrealized losses that have been recorded in AOCI are recognized as a reduction to interest income, including fees, when the previously forecasted hedged item affects earnings in future periods. During the nine months ended September 30, 2025, $9.7 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Consolidated Statements of Income. During the year ended December 31, 2024, $27.9 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Consolidated Statements of Income.

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short- and long-term needs.

The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (short-term promissory notes). The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those instruments. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on NIM and net interest income if rates on interest-earning assets do not experience a proportionate increase.

Borrowing availability with the FHLB and the FRB, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of September 30, 2025, the Bank had total borrowing capacity of approximately $11.2 billion with $4.7 billion of advances and letters of credit outstanding, for a remaining available borrowing capacity of approximately $6.5 billion under these facilities. Advances from the FHLB, when utilized, are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of September 30, 2025, the Corporation had aggregate federal funds lines borrowing capacity of $2.6 billion with no amounts outstanding against that amount. As of September 30, 2025, the Corporation had $4.2 billion of collateralized borrowing capacity at the FRB discount window with no amounts outstanding.

A combination of commercial real estate loans, commercial loans, consumer loans and securities are pledged to the FRB of Philadelphia to provide access to FRB discount window borrowings. Securities carried at $0.3 billion at September 30, 2025 and December 31, 2024 were pledged as collateral to secure public and trust deposits.

Liquidity must also be managed at the Parent Company. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Management continues to monitor the liquidity and capital needs of the Parent Company including monitoring the granularity of the deposit portfolio and level of uninsured deposits. Management will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The Consolidated Statements of Cash Flows in Part I. "Item 1. Financial Statements" provide additional information. The Corporation's operating activities during the nine months ended September 30, 2025 generated $208.5 million of cash. Cash used in investing activities was $204.6 million and was primarily due to a net increase in investment securities. Cash used in financing activities was $253.6 million primarily due to a decrease in borrowings, and dividends paid, partially offset by a net increase in total deposits.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation's debt security investments consist primarily of U.S. government-sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government-sponsored agencies.

State and Municipal Securities

As of September 30, 2025, the Corporation owned securities issued by various states and municipalities with a total fair value of $811.7 million. Uncertainty with respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of September 30, 2025, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 77% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Rule 13a-15, promulgated under the Exchange

Act. Based upon that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the Corporation's disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 14 "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in Part I, "Item 1. Financial Statements" in this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)  None.

(b)  None.

(c)<br><br><br><br>                            Period Total Number of Shares Purchased Average Price Paid per Share(1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July1, 2025 to July 31, 2025 350,000 $ 18.54 350,000 $ 109,667,961
August 1, 2025 to August 31, 2025 650,000 17.85 650,000 98,195,704
September 1, 2025 to September 30, 2025 650,000 19.56 650,000 85,617,444

(1) Includes 1% excise tax

On December 17, 2024, the Corporation announced that its Board of Directors approved the 2025 Repurchase Program. The 2025 Repurchase Program will expire on December 31, 2025. Under the 2025 Repurchase Program, the Corporation is authorized to repurchase up to $125.0 million of shares of its common stock. Under the 2025 Repurchase Program up to $25.0 million may be used to repurchase shares of the Corporation's preferred stock.

On April 15, 2025, the Corporation announced that its Board of Directors approved a supplemental authorization under the 2025 Repurchase Program to repurchase up to $25 million of the Subordinated Notes due 2030; provided that the purchase price of the Corporation's preferred stock and the Subordinated Notes due 2030 may not exceed, in the aggregate, $25 million.

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 under the 2025 Repurchase Program in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions. The 2025 Repurchase Program may be discontinued at any time.

During the nine months ended September 30, 2025, 2,203,767 shares of common stock were repurchased under the 2025 Repurchase Program at a total cost of $39.8 million or an average of $18.07 per share.

Item 5. Other Information

(c) None of the Corporation's directors or "officers" (as defined in Rule 16a-1(f) (17 C.F.R. § 240.16a-1(f))) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K (17 C.F.R. § 229.408)) during the fiscal quarter ended September 30, 2025.

Item 6. Exhibits

2.1 Purchase and Assumption Agreement – Whole Bank, All Deposits, effective as of April 26, 2024, with the Federal Deposit Insurance Corporation, as receiver of Republic First Bank, the Federal Deposit Insurance Corporation, and Fulton Bank, National Association (Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on May 2, 2024).
3.1 Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011).
3.2 Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
3.3 Bylaws of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed May 14, 2021).
4.1 Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
4.2 Form of depositary receipt representing the Depositary Shares (Included in Exhibit 4.1).
4.3 Stock Certificate (Incorporated by reference as Exhibit 4.1 of Fulton Financial Corporation Registration Statement on Form S-4 filed on April 21, 2022).
10.1 Executive Employment Agreement between Fulton Financial Corporation and Kevin C. Gremer dated August 25, 2025 – Filed herewith. *
10.2 Key Employee Change in Control Agreement between Fulton Financial Corporation and Kevin C. Gremer dated August 25, 2025 – Filed herewith. *
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.

FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

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 thereunto duly authorized.

FULTON FINANCIAL CORPORATION
Date: November 7, 2025 /s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer
Date: November 7, 2025 /s/ Richard S. Kraemer
Richard S. Kraemer
Senior Executive Vice President and Chief Financial Officer

67

exhibit101gremeremployme

EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is effective as of August 25, 2025, and is between Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), and Kevin C. Gremer, an adult individual (the “Executive”). BACKGROUND Fulton desires to enter into an employment agreement with the Executive (the “Agreement”), to address the terms and conditions of the Executive’s employment, including, but not limited to, the consequences of an employment termination, and Executive desires to enter into this Agreement, based on and subject to, for both Fulton and Executive, the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows: Section 1. Position and Duties. 1.1 Employment. Fulton hereby employs the Executive, and Executive hereby accepts employment with Fulton, for the period and upon the terms and conditions hereinafter set forth. 1.2 Position and Duties. (a) Executive shall serve hereunder initially as Senior Executive Vice President and Chief Operations and Technology Officer of Fulton Bank, National Association, Fulton’s banking subsidiary. During the term of this Agreement, the Executive may serve in such other or additional positions as may be assigned by the Board of Directors of Fulton (the “Board”), or by the Chief Executive Officer of Fulton (the “Chief Executive Officer”) acting on behalf of the Board. Executive shall perform such duties and shall have such authority consistent with Executive’s position as may from time to time reasonably be specified by the Board, or by the Chief Executive Officer acting on behalf of the Board. Executive shall at all times comply with Fulton’s Code of Conduct and Fulton’s other policies, as the same may be amended or supplemented from time to time. Executive shall perform Executive’s duties for Fulton consistent with this Section 1.2(a) principally at Fulton’s headquarters in Lancaster, Pennsylvania, (or at such other locations determined by the Board, or by the Chief Executive Officer acting on behalf of the Board), except for periodic travel that may be necessary or appropriate in connection with the performance of Executive’s duties hereunder. (b) Executive shall devote Executive’s full working time, energy, skill and good faith efforts to the performance of Executive’s duties hereunder and will diligently work to further the business and interests of Fulton. Executive shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than Fulton without the prior written consent of the Board or the Chief Executive Officer, and in accordance with the then-effective Fulton Financial Corporation Code of Conduct.

2 Section 2. Term and Termination. 2.1 Term. The term of the Executive’s employment under this Agreement (the “Employment Period”) shall commence on the effective date of the Agreement first entered above (the “Effective Date”) and shall continue until the earliest of (a) the voluntary termination of, or retirement from, the Executive’s employment by the Executive other than for Good Reason (as defined in Section 4.2) with forty-five (45) days advance written notice to Fulton, (b) the termination of the Executive’s employment by the Executive for Good Reason, (c) the termination of the Executive’s employment by Fulton for any reason other than Cause (as defined in Section 4.3), (d) the termination of the Executive’s employment by Fulton for Cause, (e) termination of the Executive’s employment with Fulton due to Disability (as defined in Section 4.4), or (f) the death of the Executive. 2.2 Expiration of the Agreement. This Agreement shall expire, if not terminated earlier under Section 2.1, on December 31 of the year in which the Executive attains the age of sixty-five (65), and the Executive shall thereafter only be entitled to post-termination benefits that started prior to the expiration. If the Executive’s employment continues following such expiration of this Agreement, it shall as an employee at will. Section 3. Compensation. 3.1 Annual Compensation. As compensation for Executive’s services hereunder, Fulton shall pay to Executive a base salary at an initial annual rate equal to $460,000.00, payable in periodic installments in accordance with Fulton’s regular payroll practices in effect from time to time. Executive’s annual base salary, as determined in accordance with this Section 3.1, is hereinafter referred to as Executive’s “Base Salary.” For years subsequent to the initial year of this Agreement, Executive’s Base Salary shall be set by the committee of the Board responsible for executive compensation (the “Human Resources Committee”) or the Board at an amount no less than the initial annual rate set forth herein. For each year in the Employment Period, Executive shall be a participant in any bonus or incentive compensation program for similarly situated executives, including, in particular, any annual cash bonus plan and equity-based long term incentive plan, that Fulton may implement and administer from time to time during the Employment Period, and the amount and form of such bonus and incentive compensation shall be determined annually by Fulton consistent with its Board’s executive compensation practices. References herein to the amount of the Executive’s Base Salary or annual cash bonus or incentive compensation shall be to the gross amount of such compensation element, inclusive of any elective compensation deferral agreements entered into by the Executive from time to time. 3.2 Employee Benefits. In addition to the compensation provided for in Section 3.1, Executive shall be eligible to participate during the Employment Period in those of Fulton’s broad-based employee retirement plans, welfare benefit plans, life insurance programs, and other benefit programs for which Executive is eligible under the terms of the plan or program, on the same terms and conditions that are applicable to employees generally. Further, Executive shall be eligible during the Employment Period to participate in any Fulton executive-only retirement plan, deferred compensation plan, welfare benefit plan, or other benefit programs, as and to the extent any such benefit programs, plans or arrangements are or may from time to time be in effect during the Employment Period.

3 3.3 Paid Time Off and Leave. Executive shall be entitled to annual paid time off, leave of absence and leave for temporary disability in conformity with Fulton’s regular policies and practices. Any leave of absence or leave due to a temporary disability shall not constitute a breach by the Executive of Executive’s agreements hereunder. 3.4 Other Executive Benefits. Executive shall also receive such other general executive perquisites as approved from time to time by the Human Resources Committee, the Board, or the Chief Executive Officer of Fulton, as appropriate, such as company paid club memberships and an automobile allowance. 3.5 Expense Reimbursement. During the term of Executive’s employment, Fulton shall reimburse Executive for all reasonable expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers therefor and such other supporting information as Fulton may reasonably require. Section 4. Termination of Employment. 4.1 Voluntary Termination. In the event Executive’s employment is voluntarily terminated by Executive other than for Good Reason (as defined in Section 4.2), Fulton shall be obligated to pay Executive’s Base Salary through the effective date of termination of Executive’s employment, together with applicable expense reimbursements and all accrued and unpaid benefits and vested benefits in accordance with the terms of the applicable employee benefit plans (collectively, the “Accrued Obligations”) Upon making the payments described in this Section 4.1, Fulton shall have no further compensation obligation to Executive hereunder. 4.2 Termination for Good Reason; Termination Without Cause. (a) In the event: (i) Executive’s employment is terminated during the term hereof by Executive for “Good Reason” (as defined herein); or (ii) Executive’s employment is terminated during the term hereof by Fulton for any reason other than “Cause,” death or “Disability” (as each such term is defined herein); then, only if Executive executes and does not revoke a separation agreement in the form substantially similar to that attached hereto as Exhibit A, Fulton shall pay Executive the Accrued Obligations plus all of the consideration provided for in the following sentence for the twelve (12) months following such termination (the “Severance Period”); provided, however, that if the Executive has previously made any election to defer receipt of compensation, severance shall be paid under the terms of such election. For purposes of the foregoing, the severance consideration payable under this Section 4.2 shall be: (1) the Base Salary (as in effect immediately prior to the termination and paid through Fulton’s regular payroll processes); (2) any vested but unpaid bonus as of the date of termination; and (3) a cash bonus for the fiscal year in which the termination date occurs equal to the payout at the target level established for such fiscal year; pro-rated to the date of termination. During the Severance Period, the Executive shall also

4 continue to be eligible to participate in the health and welfare employee benefit plans referred to in Section 3.2 (i) to the extent Executive remains eligible under the applicable employee benefit plans, and (ii) to the extent Executive’s eligibility is not contrary to, or does not negate, the tax favored status of the plans or of the benefits payable under the plan. If Executive is legally unable to continue to participate in any health and welfare employee benefit plan or program provided for under this Agreement due to (i) or (ii) above, Executive shall be compensated in respect of such inability to participate through payment by Fulton to Executive, on an annual basis in advance, of an amount equal to the annual cost that would have been incurred by Fulton (which does not include any amount that would have been paid by the Executive) if the Executive were able to participate in such plan or program plus an amount which, when added to the Fulton annual cost, would be sufficient after Federal, state and local income and payroll taxes (based on the tax returns filed by the Executive most recently prior to the date of termination) to enable the Executive to net an amount equal to the Fulton annual cost. Notwithstanding the foregoing, if the Executive is also party to a Change in Control Agreement with Fulton or any subsidiary or affiliate, and the Executive receives severance payments under such Change in Control Agreement at termination of employment, the Executive shall not be entitled to receive severance compensation under this Agreement. Otherwise, the provisions of this Agreement control with respect to post-termination consideration. (b) As used herein, the Executive shall have “Good Reason” to terminate the Executive’s employment if one of the following conditions (i) through (iii) comes into existence, the Executive provides notice to Fulton of the existence of the condition within 90 days of its initial existence, and Fulton fails to remedy the condition within 30 days of receiving notice of its existence: (i) There has occurred a material breach of Fulton’s material obligations under this Agreement; (ii) The material diminution in Executive’s authority, duties, or base compensation, without Executive’s prior written consent; or (iii) Fulton requires Executive to be based at a location outside a thirty- five (35) mile radius of the location where Executive previously was based, except for travel reasonably required in connection with Fulton’s business. The determination as to whether “Good Reason” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton within the time frame set forth above. 4.3 Termination for Cause. In the event Executive’s employment is involuntarily terminated by Fulton for “Cause” (as defined herein) Fulton shall be obligated to pay to the Executive the Accrued Obligations. Upon making the payments described in this Section 4.3, Fulton shall have no further compensation obligation to Executive hereunder. As used herein, “Cause” shall mean the following: (a) Executive shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the Executive;

5 (b) Executive’s use of alcohol or other drugs which interferes with the performance by the Executive of Executive’s duties; (c) Executive shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Executive’s duties to Fulton, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Executive of written notice from Fulton setting forth in detail the facts upon which Fulton relies in concluding that Executive has deliberately and intentionally refused or failed to perform such duties; (d) Executive’s conduct that brings public discredit on or injures the reputation of Fulton, in the reasonable opinion of the Board or a committee of the Board; or (e) Fulton is legally precluded from employing Executive for the position and duties described in Section 1.2 of this Agreement. The determination as to whether “Cause” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton. 4.4 Benefits Following Death or Disability. (a) Following Executive’s total “Disability” (as defined below) or death during the term of this Agreement, the employment of the Executive will terminate automatically, in which event Fulton shall not thereafter be obligated to make any further payments hereunder other than the Accrued Obligations or as otherwise specifically provided herein. For purposes hereof, “Disability” shall have the meaning set forth in the Fulton long-term disability policy applicable to the Executive. (b) Termination upon Death or Disability. (i) In the event of a termination of this Agreement as a result of the Executive’s death, the Executive’s dependents, beneficiaries and estate, as the case may be, will receive such survivor’s income and other benefits as they may be entitled under the terms of the benefit programs, plans, and arrangements described in Section 3.2 which provide benefits upon the death of the Executive. (ii) In the event of a termination of this Agreement as a result of the Executive’s Disability, (A) Fulton shall pay the Executive an amount equal to at least six months’ Base Salary at the rate and as required by Section 3.1 and in effect immediately prior to the date of Disability, and (B) thereafter, for as long as Executive continues to be disabled, Fulton shall continue to pay an amount equal to at least 60% of Base Salary in effect immediately prior to the date of Disability until the earlier of Executive’s death or December 31 of the calendar year in which Executive attains age 65. Fulton shall be entitled to offset the foregoing payments against any benefits paid to the Executive under a long-term disability policy sponsored by Fulton, and to the extent not duplicative of the foregoing,

6 Executive shall receive those benefits customarily provided by Fulton to disabled former employees, which benefits shall include, but shall not be limited to, life, medical, health, accident insurance and a survivor’s income benefit. (iii) For the purposes of (i) and (ii) above, the Executive or Executive’s dependents shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. 4.5 Death or Disability Following Termination of Employment. Executive’s Disability or death following Executive’s termination pursuant to Section 4.2 shall not affect Executive’s right, or if applicable, the right of Executive’s beneficiaries, to receive the payments for the balance of the Severance Period. The additional payments upon a Disability during the Employment Period shall not apply to a Disability that occurs after the Executive’s termination. 4.6 Beneficiary Designation. Executive may, at any time, by written notice to Fulton, name one or more beneficiaries of any benefits which may become payable by Fulton pursuant to this Agreement. If Executive fails to designate a beneficiary any benefits to be paid pursuant to this Agreement shall be paid to the Executive’s beneficiary under Fulton’s life insurance program. Section 5. Restrictive Covenants and Clawback. 5.1 Confidential Information. Executive acknowledges that through Executive’s employment with Fulton, Executive will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Fulton (collectively, “Confidential Information,” as further defined below). Executive further acknowledges that, to safeguard its legitimate interests, it is necessary for Fulton to protect its Confidential Information by keeping it confidential. Executive acknowledges that Fulton’s Confidential Information is vital to its success and was acquired and/or developed by Fulton only after considerable expense, time, and energy. Executive acknowledges that Fulton would not otherwise disclose Confidential Information to Executive without the existence of this Restrictive Covenant and Clawback provision in this Section 5 and that the unauthorized disclosure and/or use of Confidential Information would cause Fulton to suffer substantial and irreparable harm. (a) Definition of Confidential Information: The term “Confidential Information” means any and all data and other information related to the business of Fulton that has value to Fulton and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Fulton’s past, present, or future products or services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and

7 business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Executive. This provision adds to, and does not limit, Fulton’s rights pursuant to any laws generally protecting confidential information and trade secrets. (b) Prohibited Use or Disclosure of Confidential Information: Executive shall not, at any time during Executive's employment by Fulton or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Fulton, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Executive becomes aware, except to the extent a particular disclosure or use is required in the performance of Executive’s assigned duties for Fulton. Executive also agrees not to remove any documents, material or equipment containing Confidential Information from Fulton’s premises, except as required in the performance of Executive’s assigned duties for Fulton, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason). (c) Ownership and Return of Property. All records, files, software, memoranda, reports, price lists, leads, customer lists, drawings, training materials, workflows, phone lists, plans, documents, technical information, and other tangible items (together with all copies of such documents and things) relating to the business of Fulton, which Executive shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment shall, as between the parties to this Agreement, remain the sole property of Fulton. Laptop computers, software and related data, information and things provided to Executive by Fulton or obtained by Executive, directly or indirectly, from Fulton, also shall remain the sole property of Fulton. Upon the termination of Executive’s employment for any reason whatsoever, voluntarily or involuntarily (and in all events within 5 days of Executive’s date of termination), and at any earlier time Fulton requests, Executive shall immediately return all such materials and things to Fulton and shall not retain any copies or remove or participate in removing any such materials or things from the premises of Fulton after termination or Fulton’s request for return. Executive shall not reproduce or appropriate for Executive’s own use, or for the use of others, any property, Confidential Information or Fulton inventions, and shall remove from any personal computing or communications equipment all information relating to Fulton. (d) Protected Activity. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Executive from reporting, in good faith, any violations of federal or state law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency or Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Nothing in this Agreement shall preclude Executive from filing a good- faith charge with, or participating in an investigation by, a government administrative

8 agency enforcing civil rights or other laws, such as the Equal Employment Opportunity Commission, National Labor Relations Board, or any other federal, state, or local government agency. Executive is not required to obtain Fulton’s prior authorization to make any such reports or disclosures and is not required to notify Fulton that such reports or disclosures were made. In addition, under the federal Defend Trade Secrets Act of 2016, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (iii) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. 5.2 Non-Competition. Without the prior consent of the Board or one of its committees, Executive shall not, during the Employment Period and during the one (1) year period following the end of the Employment Period or expiration of this Agreement (the “Restricted Period”), directly or indirectly, own, be employed by or a director of, provide services or consult to, any business, person or entity that is engaged within the geographic market of Fulton, in commercial banking or any other business activity in which Fulton is engaged on the date of Executive’s termination. For purposes of the foregoing, the “geographic market of Fulton” shall consist of Fulton’s CRA assessment areas as publicly available on the date of executive’s termination. Nothing in this Section 5.2 shall prohibit the Executive from (a) owning as a passive investor, in the aggregate, not more than 5% of the outstanding publicly traded stock of any corporation engaged in a competing business, or (b) accepting a position as an officer, director, employee, agent of, or consultant to another entity during the Restricted Period, in which the Executive’s new position or the corporate office of the entity are outside a 275 mile radius from where the Executive was working on the Executive’s date of termination from Fulton. In the event the Executive’s employment is terminated by the Executive for Good Reason or by Fulton other than for Cause, the covenants in this Section 5.2 shall not apply. 5.3 Non-Solicitation. During the Restricted Period, Executive shall not, directly or indirectly: (a) call upon, solicit, service or accept business from any customer of Fulton or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Fulton (including, without limitation, making any negative or disparaging statements or communications regarding Fulton or its current, past or future personnel); (b) request that any customer of Fulton not purchase products or services from Fulton, or curtail or cease its business with Fulton; (c) solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Fulton, who was employed or engaged by Fulton

9 as of Executive’s termination date or within the twelve months preceding Executive’s termination date, to leave the employ or engagement of Fulton, or in any way interfere with the relationship between Fulton and any employee or independent contractor thereof; or (d) except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Fulton who was employed or engaged by Fulton as of Executive’s termination date or within the twelve months preceding Executive’s termination date. For the purpose of Sections 5.1, 5.2 and 5.3, Fulton shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates. 5.4 Injunctive and Other Relief. (a) Executive acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of Executive’s covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which Fulton may have, Fulton shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Fulton from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of its obligations hereunder. (b) In the event Executive breaches Executive’s obligations under Section 5.2, the period specified therein shall be tolled during the period of any such breach and any litigation seeking remedies for such breach and shall resume upon the conclusion or termination of any such breach and any such litigation. The remedies set forth in this Section are cumulative and in addition to any and all other remedies available to Fulton at law or in equity. 5.5 Clawback. Executive acknowledges that the Executive is subject to any and all clawback policies that may be adopted by Fulton’s Board or any committee thereof. Absent any formal clawback policy, the Executive agrees that the Executive shall be required to forfeit and pay back to Fulton any bonus or other incentive compensation paid to the Executive if: (a) a court or arbitration body makes a final determination that the Executive directly or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by Fulton; or (b) the independent members of Fulton’s Board determine that the Executive has committed a material violation of Fulton’s Code of Conduct. Section 6. Miscellaneous. 6.1 Invalidity. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction, Executive shall negotiate in good faith to provide Fulton with protection as nearly equivalent to that found to be invalid or unenforceable and if any such provision shall be so determined to be invalid or unenforceable by reason of the duration or

10 geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity. 6.2 Assignment: Benefit. This Agreement shall not be assignable by Executive and shall be assignable by Fulton only to any subsidiary or affiliate of Fulton or to any person or entity which may become a successor in interest (by purchase of assets or stock, or by merger, or otherwise) to Fulton in the business or a portion of the business presently operated by it. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators, including the restrictive covenants of this Agreement. 6.3 Notices. All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by U. S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law. (a) If to Fulton: Fulton Financial Corporation One Penn Square Lancaster, PA 17602 Attention: Chief Human Resources Officer (b) If to Executive: The address on the signature page. 6.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements and understandings with respect thereto. Any prior agreement, if any, shall be terminated, with no further rights or obligations thereunder due to or from either party, as of the effective date hereof. Any amendment, modification, or waiver of this Agreement shall not be effective unless in writing and agreed and executed by Fulton and the Executive. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege shall preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence and such failure or delay to exercise any right shall not be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence. Any references in this Agreement to “Fulton” shall also apply to its successors and permitted assigns.

11 6.5 Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. In the event that either party shall institute any arbitration proceeding in accordance with Section 6.10, the City of Lancaster, Lancaster County Pennsylvania shall be the exclusive jurisdiction and venue for such proceeding. 6.6 Headings; Counterparts. The headings of sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement. 6.7 Further Assurances. Each of the parties hereto shall execute such further instruments and take such other actions as any other party shall reasonably request in order to effectuate the purposes of this Agreement. 6.8 Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 4 by seeking employment or otherwise and Fulton shall not be entitled to set off against the amount of any payments made pursuant to Section 4 with respect to any compensation earned by Executive arising from other employment. 6.9 Indemnification. Except to the extent inconsistent with applicable law and regulations, and Fulton’s certificate of incorporation or bylaws, Fulton will indemnify the Executive and hold Executive harmless to the fullest extent permitted by law and regulation with respect to Executive’s service as an officer and employee of Fulton and its subsidiaries or affiliates, which indemnification shall be provided following termination of employment for so long as the Executive may have liability with respect to Executive’s service as an officer or employee of Fulton and its subsidiaries or affiliates. The Executive will be covered by a directors’ and officers’ insurance policy with respect to Executive’s acts as an officer to the same extent as all other officers under such policies. 6.10 Dispute Resolution. The parties agree that, except as provided in Section 6.10(c), any controversy, claim or dispute of whatever nature between Executive and Fulton arising out of or relating to this Agreement, or arising out of Executive’s employment with Fulton (each, a “Dispute”), shall be subject to the mediation and arbitration provisions set forth below. (a) Mediation. The parties will first attempt to mediate the Dispute before a neutral mediator mutually agreed upon by the parties. If the parties cannot agree on a mediator within 15 days after either party provides the other with written notice of a dispute to be resolved pursuant to this Section 6.10(a), then the American Arbitration Association (“AAA”) shall be asked to designate a mediator who is available to conduct a mediation as promptly as possible. (b) Arbitration. If the mediation described in Section 6.10(a) is not successful, the parties agree to submit the Dispute to binding confidential arbitration before a single neutral arbitrator mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, either of them may request AAA to supply a list of at

12 least five possible arbitrators, and the parties shall alternatively strike names off such list until one name remains, and that person shall be appointed as the arbitrator. If AAA is unwilling or unable to provide an arbitrator list, then either party may seek an arbitrator list through AAA and then apply the strike-through procedure described above. The arbitration shall be governed by the arbitration rules of AAA or by such other rules as the parties may mutually agree. The arbitrator’s award shall be made in writing, and judgment on the award may be entered by any court of competent jurisdiction. (c) Exceptions. The parties agree that the procedures outlined in this Section 6.10 are the exclusive methods of dispute resolution, except that notwithstanding the foregoing, Fulton may bring an action in court for injunctive relief, specific performance or other equitable relief to enforce the provisions of Sections 5 and 6 of this Agreement. Should a party institute a legal action or administrative proceeding against the other with respect to any dispute without complying with the requirements of this Agreement, such breaching party shall be responsible for all damages, costs, expenses and attorney’s fees incurred by the other party in dismissing such action and otherwise as a result of such breach. 6.11 Section 409A of Internal Revenue Code. (a) Application. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code (“Section 409A”), so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent and the following provisions of this Section 6.11 shall control over any contrary provisions of this Agreement. Any ambiguities herein will be interpreted to comply with Section 409A. Executive and Fulton agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding the foregoing, in no event shall Fulton be responsible for reimbursing or indemnifying Executive for any violation of Section 409A. (b) Separation from Service. Payments and benefits that are paid under this Agreement upon Executive’s termination or severance of employment with Fulton that constitute deferred compensation under Section 409A shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A. (c) Release Payments. In the event that Executive is required to execute a release to receive any payments from Fulton that constitute nonqualified deferred compensation under Section 409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period.

13 (d) Separate Payments. For purposes of Section 409A, each payment under this Agreement shall be treated as a right to a separate payment and not part of a series of payments. (e) Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; (iii) the reimbursement of an eligible expense normally will be made within thirty (30) days of Executive’s submission of the appropriate forms and documentation in accordance with Fulton policy, but in no event later than on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) Delay in Payments if Executive is a Specified Employee. If Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation subject to Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1 day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the 6 month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. 6.12 Taxes. Any payments provided for hereunder shall be paid net of any applicable employment taxes or other withholdings required under federal, state or local law. 6.13 Severability. Each provision of this Agreement shall be considered severable. If for any reason any provision or provisions are determined to be invalid or contrary to applicable law, such invalidity will not impair the operation of or affect the remaining provisions. 6.14 Survival. The provisions of Sections 5 and 6 of this Agreement shall survive the expiration or termination of this Agreement.

14 6.15 Representation by Counsel. Executive acknowledges and agrees that Fulton has recommended a review of this Agreement by Executive’s legal counsel of the Executive’s choosing. [Signatures on the following page.]

15 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. ATTEST: FULTON FINANCIAL CORPORATION By: /s/ Natasha R. Luddington By: /s/ Bernadette M. Taylor Name: Natasha R. Luddington Name: Bernadette M. Taylor Title: Chief Legal Officer, Corporate Secretary Title: Chief Human Resources Officer and and Senior Executive Vice President Senior Executive Vice President WITNESS EXECUTIVE /s/ Tia P. Hashinger /s/ Kevin C. Gremer Kevin C. Gremer Address:

A-1 [EXHIBIT A]

EXHIBIT A A-1 FORM OF CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (“Separation Agreement”) is executed by and between Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), and [_________________], an adult individual (“Executive”). WHEREAS, Executive has been employed by Fulton; WHEREAS, Executive’s employment with Fulton has terminated permanently and irrevocably, effective [Insert Date]; and WHEREAS, the parties desire to amicably resolve any and all issues and potential issues between them. IT IS HEREBY AGREED by and between the parties as follows: 1. Employment Status: The Executive and Fulton agree that Executive’s employment with Fulton terminated permanently and irrevocably, effective [Insert Date] (“Separation Date”), and Fulton has no obligation to rehire, reemploy, recall or hire Executive in the future. Executive acknowledges that Executive has received all wages, bonuses, vacation pay, and other benefits and compensation due to Executive by virtue of Executive’s employment with Fulton. 2. Separation Payments and Benefits: In accordance with Section 4.2 of Executive’s Employment Agreement, in full consideration for Executive’s signing and not revoking this Separation Agreement, Fulton shall provide Executive with the following Separation Payments and Benefits: (a) Separation Payment. Fulton shall pay Executive [his/her] regular Base Salary (as that term is defined in Executive’s Employment Agreement) for [_______ (__) months], less standard payroll deductions (“Separation Payment”). This Separation Payment will be made in accordance with Fulton’s regular payroll practices beginning as soon as practicable after the expiration of the period described in Paragraph 20 of this Separation Agreement. The Separation Payment will be mailed to Executive’s home address. [(b) Separation Bonus: Fulton shall pay Executive the total amount of $[____________], less standard payroll deductions (“Separation Bonus”). This Separation Bonus will be paid in one lump sum as soon as practicable after the expiration of the period described in Paragraph 20 of this Separation Agreement. The Separation Bonus will be mailed to Executive’s home address.] [If applicable] (c) Fringe Benefits Continuation: Executive shall continue to participate in Fulton’s employee benefit plans described in Section 3.2 of Executive’s Employment Agreement for a period of [_________________] following Executive’s Separation Date, to the extent Executive remains eligible under the applicable employee benefit plans and to the extent Executive’s eligibility is not contrary to, or does not negate, the tax favored status of the plans or of the benefits payable under the plan. If Executive is unable to continue to participate in any employee benefit plan or program provided for under this Separation Agreement, Executive shall be compensated in respect of such inability to participate through payment by Fulton to

A-2 Executive, on an annual basis in advance, of an amount equal to the annual cost that would have been incurred by Fulton if the Executive were able to participate in such plan or program plus an amount which, when added to the Fulton annual cost, would be sufficient after Federal, state and local income and payroll taxes (based on the tax returns filed by the Executive most recently prior to the date of termination) to enable the Executive to net an amount equal to the Fulton annual cost. (d) The Separation Payments and Benefits in this Paragraph 2 describe valuable consideration to which Executive would not otherwise be entitled. 3. Release of Claims: In consideration of the Separation Payments and Benefits described in Paragraph 2, and for other good and valuable consideration, Executive releases Fulton, its subsidiaries, affiliates, and all related entities, and its and their past and present officers, directors, employees, agents, predecessors, successors and assigns (“Releasees”), from all claims that Executive ever had, now has, or hereafter may have, whether known or unknown, asserted or unasserted from the beginning of Executive’s employment with Fulton through the date of this Separation Agreement. This release includes but is not limited to the following:  Claims arising under the Americans with Disabilities Act;  Discrimination, interference or retaliation claims arising under the Family Medical Leave Act;  Claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, and the federal Equal Pay Act;  Claims arising under the Genetic Information and Non-Discrimination Act;  Claims arising under the Pennsylvania Human Relations Act;  Claims of age discrimination under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, or state anti- discrimination statutes, including the Pennsylvania Human Relations Act;  Claims arising under the Employee Retirement Income Security Act;  Whistle-blower Claims arising under state or federal law;  Claims arising under the United States Constitution or Pennsylvania Constitution;  Claims arising under the National Labor Relations Act, Uniformed Services Employment and Reemployment Rights Act, and the Occupational Safety and Health Act;  Claims arising under the Worker Adjustment Retraining and Notification Act;

A-3  Claims arising under any other federal, state or local law or ordinances, or any common law claim under tort, contract or any other theories now or hereafter recognized; and  Claims for any type of damages cognizable under any of the laws referenced herein, including, but not limited to, any and all claims for compensatory damages, punitive damages, and attorneys’ fees and costs. Executive also agrees that this release should be interpreted as broadly as possible to achieve Executive’s intention to waive all of Executive’s claims against the Releasees. 4. Claims Not Released: Notwithstanding any other provision of this Separation Agreement, the following are not barred by the Separation Agreement: (a) claims relating to the validity of this Separation Agreement; (b) claims by either party to enforce this Separation Agreement; (c) claims under any state workers’ compensation or unemployment law; and (d) claims that legally may not be waived. Further, it is understood and agreed that this Separation Agreement does not bar Executive’s right to file an administrative charge with the Securities and Exchange Commission (SEC), the Equal Employment Opportunity Commission (EEOC), the United States Department of Labor (DOL), the National Labor Relations Board (NLRB), or any other federal, state or local agency; prevent Executive from reporting to any government agency any concerns Executive may have regarding Fulton’s practices; or preclude Executive’s participation in an investigation by the SEC, EEOC, DOL, NLRB or any other federal, state or local agency, although the Separation Agreement does bar Executive’s right to recover any personal relief (including monetary relief) if Executive or any person, organization, or entity asserts a charge or complaint on Executive’s behalf, including in a subsequent lawsuit or arbitration, except that Executive may receive an award from the SEC under the federal securities laws. 5. IRS Issues: As required by law, Fulton will issue the appropriate IRS Form(s) W-2 at the appropriate time. 6. No Future Payments Except Those Described Herein: Except as set forth in this Separation Agreement, it is expressly agreed and understood by the parties that Fulton does not have, and will not have, any obligation to provide Executive at any time in the future with any bonus or other payments, benefits, or consideration other than those set forth in Paragraph 2 above and other than those to which Executive may be entitled under Fulton’s benefit plans, including 401(k) and pension plans, if applicable. Executive expressly acknowledges that no contributions from the payments described in Paragraph 2 above, will be made to a 401(k) or pension plan. 7. Section 409A of the Internal Revenue Code: This Separation Agreement and the Separation Payments and Benefits described in Section 2 above shall be subject to the provisions of Section 6.11 of the Executive Employment Agreement between Executive and Fulton concerning Section 409A of the Internal Revenue Code. 8. No Admission of Liability: Executive agrees and acknowledges that this Separation Agreement is not to be construed as an admission of any violation of any federal, state or local

A-4 statute, ordinance or regulation or of any duty allegedly owed by Fulton to Executive. Fulton specifically disclaims any liability to Executive on any basis. The execution of this Separation Agreement by Fulton is a voluntary act to provide an amicable conclusion to its employment relationship with Executive. 9. Restrictive Covenants: Executive agrees to abide by the Restrictive Covenants and Clawback set forth in Section 5 of Executive’s Employment Agreement, which is expressly incorporated into this Separation Agreement. 10. Non-Disparagement: Each of Fulton (on behalf of itself and its affiliated entities and Releasees or any officer, director, employee or agent thereof) and Executive agrees not to slander or defame and, except as to the matters described in Paragraph 4, otherwise disparage the other party hereto. For purposes of this Section, “Fulton” includes its affiliated entities, the Releasees, or any current, past or future officer, director, employee, or agent thereof. 11. Confidentiality: Executive agrees that the terms and conditions of this Separation Agreement shall remain strictly confidential between the parties and Executive shall not disclose them to any person outside of Executive’s immediate family, tax advisor, or attorney after first obtaining that individual’s agreement to keep the information confidential and not disclose it to others. 12. Integration and Modification: This Separation Agreement, along with Executive’s Employment Agreement and the agreements referenced therein, contain all of the promises and understandings of the parties. There are no other agreements or understandings except as set forth herein, and this Separation Agreement may be amended only by a written agreement signed by all the parties. 13. Advice to Consult Legal Representation: Executive is advised to consult with legal counsel of Executive’s choosing, at Executive’s own expense regarding the meaning and binding effect of this Separation Agreement and every term hereof prior to executing it. 14. Governing Law and Jurisdiction: This Separation Agreement shall be enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to any principles of choice of law that may otherwise be applicable, except to the extent superseded by federal law (e.g. ERISA). Executive hereby consents and agrees to the jurisdiction before a court of law in the City of Lancaster, the Commonwealth of Pennsylvania or, if filed under federal law, in the Middle District of Pennsylvania. 15. Waiver: If a party, by its actions or omissions, waives or is adjudged to have waived any breach of this Separation Agreement, any such waiver shall not operate as a waiver of any other subsequent breach of this Separation Agreement. 16. Successors: This Separation Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal or legal representatives, successors and/or assigns.

A-5 17. Severability: If any provision of this Separation Agreement is or shall be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected thereby and shall remain in full force and effect. 18. Executive Acknowledgements: Executive acknowledges that: (a) Executive has read this Separation Agreement and has had an opportunity to discuss it with individuals of Executive’s own choice, who are not associated with Fulton; (b) Fulton has advised Executive to consult with an attorney of Executive’s own choosing; (c) Neither Fulton nor its agents, representatives or employees have made any representations to Executive concerning the terms or effects of this Separation Agreement, other than those contained in the Separation Agreement; (d) Executive has the intention of releasing all claims recited herein in exchange for the payments and other consideration described herein, which Executive acknowledges as adequate and satisfactory and in addition to anything to which Executive otherwise is entitled; and (e) Executive has returned all things in Executive’s possession or control relating to Fulton’s business, including but not limited to a Company-issued cell phone, files, all materials relating to any client, keys, badges, or other identification, reports, correspondence, manuals, ledgers, or other proprietary material pertaining to Fulton. 19. Consideration Period: Executive acknowledges that Executive has been provided with at least twenty-one (21) calendar days following Executive’s receipt of this Separation Agreement to consider the offer of this Separation Agreement prior to entering into it. Executive agrees to notify Fulton of acceptance of this Separation Agreement by delivering a signed copy to Fulton, addressed to the attention of General Counsel, Fulton Financial Corporation, One Penn Square, Lancaster, PA 17604. Executive understands that the entire twenty-one (21) calendar day period may be taken to consider this Separation Agreement. Executive may return this Separation Agreement in less than the full twenty-one (21) calendar day period. By signing and returning this Separation Agreement, Executive acknowledges that the consideration period afforded Executive was a reasonable period of time to consider fully each and every term of this Separation Agreement, including the general release set forth in Paragraph 3. 20. Revocation Period. Executive acknowledges that Executive shall have seven (7) calendar days after signing this Separation Agreement to revoke this Separation Agreement if Executive chooses to do so. If Executive elects to revoke this Separation Agreement, Executive shall give written notice of such revocation to Fulton by delivering it to the General Counsel at the above address, in such a manner that it is actually received by Fulton within the seven-day period. [INSERT NAME] EXPRESSLY ACKNOWLEDGES THAT [SHE/HE] HAS READ THE FOREGOING, THAT [SHE/HE] HAS HAD SUFFICIENT TIME TO REVIEW IT WITH AN ATTORNEY OF [HIS/HER] CHOOSING, THAT [SHE/HE] UNDERSTANDS THE

A-6 SEPARATION AGREEMENT’S TERMS AND CONDITIONS AND THAT [SHE/HE] INTENDS TO BE LEGALLY BOUND BY IT. IN WITNESS THEREOF, the parties have executed this Separation Agreement. [INSERT NAME] FULTON FINANCIAL CORPORATION ___________________________________ ___________________________________ BY: Date_____________________ Date_____________________

exhibit102gremercicagree

KEY EMPLOYEE CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is effective as of August 25, 2025, by and between Fulton Financial Corporation, a Pennsylvania corporation with offices at One Penn Square, Lancaster, Pennsylvania 17602 (“Fulton” and together with its subsidiaries and affiliates, collectively the “Company”) and Kevin C. Gremer, an adult individual who resides at the address set forth on the signature page (“Key Employee”). BACKGROUND Fulton considers it essential to foster the employment of well-qualified, key management personnel and, in this regard, the Board of Directors of Fulton (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change of control of Fulton may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company. While Fulton remains firmly committed to its policy of remaining a strong, independent regional bank holding company, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of management of the Company to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change of control of Fulton, although no such change is now contemplated. This Agreement shall become operative only upon a Change in Control (as defined below) of Fulton. This Agreement is supplemental to, and not in lieu of, and does not supersede the Executive Employment Agreement between Fulton and Key Employee, effective August 25, 2025, as may be amended from time to time (the “Employment Agreement”); provided, however, any termination of employment following a Change in Control shall entitle the Key Employee to the severance set forth in this Agreement and not the severance payments under the Employment Agreement or pursuant to any Fulton severance policy. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: Section 1. Undertakings of Fulton The information under “Background” above is incorporated into and made a part of the Agreement. Fulton shall provide to Key Employee the severance benefits specified in Section 6 below in the event that any time within the period described in Schedule A to this Agreement (hereinafter referred to as the “Change in Control Period”), (a) Key Employee is terminated by the Company, other than for Cause (as defined in Section 3); or (b) a Good Reason (as defined in Section 5) condition that adversely impacts the employment of Key Employee comes into

2 existence during the Change in Control Period, and thereafter Key Employee resigns from the Company for Good Reason pursuant to and within the timeline specified in Section 5 below (the occurrence of either (a) or (b) shall be a, “Payment Event”). Unless otherwise determined by the Board or a committee of the Board, this Agreement shall expire, if not terminated earlier, on December 31 of the year in which Key Employee attains the age of sixty-five (65). Section 2. Change in Control 2.1 For purposes of this Agreement, a “Change in Control” of Fulton shall be deemed to have occurred when: (a) during any period of not more than thirty-six (36) months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that (i) any person becoming a director subsequent to the beginning of the period, whose nomination for election or appointment was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of Fulton’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; and (ii) no individual initially nominated or appointed as a result of an actual or publicly threatened election contest or pursuant to a negotiated agreement with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (b) the acquisition by any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), of Fulton’s capital stock entitled to thirty percent (30%) or more of the outstanding voting power of all capital stock of Fulton eligible to vote for the election of the Board (“Fulton Voting Securities”); provided, however, that the event described in this paragraph (b) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Fulton Voting Securities: (i) by Fulton, a subsidiary of Fulton, including purchases pursuant to a stock repurchase plan, (ii) by any employee benefit plan (or related trust) sponsored or maintained by Fulton or a subsidiary of Fulton, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this definition); (c) the consummation of a merger, consolidation, division, statutory share exchange, or any other transaction or a series of transactions outside the ordinary course of business involving Fulton (a “Business Combination”), unless immediately following such Business Combination: (i) more than fifty percent (50%) of the total voting power of (x) the entity resulting from such Business Combination, or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial

3 ownership of at least ninety-five percent (95%) of the voting power of such resulting entity (either, as applicable, the “Surviving Entity”), is represented by Fulton Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Fulton Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Fulton Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity), is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity and (iii) at least a majority of the members of the board of directors of the Surviving Entity following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) of this paragraph (c) will be deemed to be a “Non-Qualifying Transaction”); (d) the consummation of a sale of all or substantially all of the assets of Fulton (other than to a wholly owned subsidiary of Fulton); or (e) Fulton’s shareholders approve a plan of complete liquidation or dissolution of Fulton. 2.2 Actions taken by Fulton to merge, consolidate, liquidate or otherwise reorganize one or more of its subsidiaries or affiliates shall not constitute a Change in Control for purposes of this Agreement. Section 3. Termination for Cause 3.1 The Company may at any time within a Change in Control Period terminate Key Employee for Cause, in which event Key Employee shall not be entitled to receive the severance benefits specified in Section 6 below. 3.2 For purposes of this Agreement, if Key Employee is party to an employment agreement with the Company, then the term “Cause” shall be as defined in such employment agreement. If Key Employee is not party to an employment agreement with Fulton, the Company shall have “Cause” to discharge Key Employee only under the following circumstances: (a) Key Employee shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to Key Employee; (b) Key Employee’s use of alcohol or other drugs which interferes with the performance by Key Employee of Key Employee’s duties;

4 (c) Key Employee shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Key Employee’s duties to the Company, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Key Employee of written notice from the Company setting forth in detail the facts upon which the Company relies in concluding that Key Employee has deliberately and intentionally refused or failed to perform such duties; (d) Key Employee’s conduct that brings public discredit on or injures the reputation of the Company, in the reasonable opinion of the Board or a committee of the Board; or (e) The Company is legally precluded from employing Key Employee for Key Employee’s position and duties. The determination as to whether “Cause” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton. Section 4. Impact of Death or Disability 4.1 Death. In the event the Key Employee dies prior to the occurrence of a Change in Control, or dies after the occurrence of a Change in Control but prior to any termination of employment by the Company without Cause or by the Key Employee for Good Reason, this Agreement shall terminate and no payments shall be made under Section 6. In the event Key Employee dies after Key Employee’s employment has been terminated without Cause or for Good Reason, any unpaid severance benefits owed under Section 6 hereof shall be made to the estate of Key Employee. 4.2 Disability. For purposes hereof, “Disability” shall have the meaning set forth in the Company’s long-term disability policy applicable to Key Employee. If, after a Change in Control and prior to termination of employment under this Agreement, Key Employee is unable to perform services for the Company for any period by reason of Disability, the Company will pay and provide Key Employee all compensation and benefits to which Key Employee would have been entitled had Key Employee continued to be actively employed by the Company through the earliest of the following dates: (a) the first date on which Key Employee is not so disabled to such an extent that Key Employee is unable to perform services for the Company (whereupon Key Employee’s employment shall be restored), (b) the date on which Key Employee becomes eligible for Disability payments under the applicable Company long-term disability program or policy, (c) the date on which the Company has provided compensation and benefits for the Change in Control Period, or (d) the date of Key Employee’s death. Section 5. Resignation for Good Reason 5.1 If a Good Reason (as defined below) comes into existence within the Change in Control Period, and the notice and opportunity to cure time period requirements described in Section 5.2 are satisfied, Key Employee may resign from the Company for Good Reason, in which event Key Employee shall be entitled to receive the severance benefits specified in Section 6 below.

5 5.2 If Key Employee is party to an employment agreement with the Company, then the term “Good Reason” shall be as defined in such employment agreement; provided, however, a breach by the Company of the employment agreement shall be a Good Reason termination under this Agreement. If Key Employee is not party to an employment agreement with Fulton, Key Employee may resign for “Good Reason” during the Change in Control Period only if the Company, without Key Employee’s prior written consent, shall have caused a material diminution in Key Employee’s authority, duties, or base compensation, or the Company requires Key Employee to be based at a location outside a thirty-five (35) mile radius of the location where Key Employee worked immediately before the Change in Control. In order to resign hereunder for Good Reason, Key Employee must first have provided the Company with notice of the existence of the Good Reason condition within ninety (90) days of its initial existence, the Company must thereafter fail to remedy the condition within thirty (30) days of receiving notice of its existence, and the resignation must occur on or before the later of the last day of the Change in Control Period or the 30th day after the end of the required 30-day remedy period. It shall not be deemed to be a material diminution in authority or duties if Key Employee is assigned a different title, position or reporting authority after the Change in Control of the Company so long as Key Employee continues to perform duties which, in aggregate, are similar to some or all of the duties performed by Key Employee immediately before the Change in Control of Fulton. The determination as to whether Good Reason exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton within the time frame set forth above. Section 6. Severance Benefits In the event that Key Employee becomes eligible for the severance benefits under this Section 6 of this Agreement, the benefits to be provided to Key Employee by Fulton are set forth on Schedule A attached hereto, to be paid over the period set forth on Schedule A. Section 7. Restrictive Covenants 7.1 Confidential Information. Key Employee acknowledges that through Key Employee’s employment with Fulton, Key Employee will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Fulton (collectively, “Confidential Information,” as further defined below). Key Employee further acknowledges that, to safeguard its legitimate interests, it is necessary for Fulton to protect its Confidential Information by keeping it confidential. Key Employee acknowledges that Fulton’s Confidential Information is vital to its success and was acquired and/or developed by Fulton only after considerable expense, time, and energy. Key Employee acknowledges that Fulton would not otherwise disclose Confidential Information to Key Employee without the existence of this Restrictive Covenants provision in this Section 7 and that the unauthorized disclosure and/or use of Confidential Information would cause Fulton to suffer substantial and irreparable harm. (a) Definition of Confidential Information: The term “Confidential Information” means any and all data and other information related to the business of Fulton that has value to Fulton and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Fulton’s past, present, or future products or

6 services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Key Employee. This provision adds to, and does not limit, Fulton’s rights pursuant to any laws generally protecting confidential information and trade secrets. (b) Prohibited Use or Disclosure of Confidential Information: Key Employee shall not, at any time during Key Employee’s employment by Fulton or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Fulton, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Key Employee becomes aware, except to the extent a particular disclosure or use is required in the performance of Key Employee’s assigned duties for Fulton. Key Employee also agrees not to remove any documents, material or equipment containing Confidential Information from Fulton’s premises, except as required in the performance of Key Employee’s assigned duties for Fulton, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason). (c) Ownership and Return of Property. All records, files, software, memoranda, reports, price lists, leads, customer lists, drawings, training materials, workflows, phone lists, plans, documents, technical information, and other tangible items (together with all copies of such documents and things) relating to the business of Fulton, which Key Employee shall use or prepare or come in contact with in the course of, or as a result of, Key Employee’s employment shall, as between the parties to this Agreement, remain the sole property of Fulton. Laptop computers, software and related data, information and things provided to Key Employee by Fulton or obtained by Key Employee, directly or indirectly, from Fulton, also shall remain the sole property of Fulton. Upon the termination of Key Employee’s employment for any reason whatsoever, voluntarily or involuntarily (and in all events within 5 days of Key Employee’s date of termination), and at any earlier time Fulton requests, Key Employee shall immediately return all such materials and things to Fulton and shall not retain any copies or remove or participate in removing any such materials or things from the premises of Fulton after termination or Fulton’s request for return. Key Employee shall not reproduce or appropriate for Key Employee’s own use, or for the use of others, any property, Confidential Information or Fulton’s inventions, and shall remove from any personal computing or communications equipment all information relating to Fulton. (d) Protected Activity. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Key Employee from reporting, in good faith, any violations of federal or state law or regulation to any governmental agency or entity,

7 including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency or Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Nothing in this Agreement shall preclude Key Employee from filing a good-faith charge with, or participating in an investigation by, a government administrative agency enforcing civil rights or other laws, such as the Equal Employment Opportunity Commission, National Labor Relations Board, or any other federal, state, or local government agency. Key Employee is not required to obtain Fulton’s prior authorization to make any such reports or disclosures and is not required to notify Fulton that such reports or disclosures were made. In addition, under the federal Defend Trade Secrets Act of 2016, Key Employee cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (iii) to Key Employee’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. 7.2 Non-Solicitation. During the period beginning on the date of termination and ending on the first anniversary thereof (the “Restricted Period”), Key Employee shall not, directly or indirectly: (a) call upon, solicit, service or accept business from any customer of Fulton or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Fulton (including, without limitation, making any negative or disparaging statements or communications regarding Fulton or its current, past or future personnel); (b) request that any customer of Fulton not purchase products or services from Fulton, or curtail or cease its business with Fulton; (c) solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Fulton, who was employed or engaged by Fulton as of Key Employee’s termination date or within the twelve months preceding Key Employee’s termination date, to leave the employ or engagement of Fulton, or in any way interfere with the relationship between Fulton and any employee or independent contractor thereof; or (d) except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Fulton who was employed or engaged by Fulton as of Key Employee’s termination date or within the twelve months preceding Key Employee’s termination date.

8 For purposes of Sections 7.1 and 7.2, “Fulton” shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates. 7.3 Injunctive and Other Relief. Key Employee acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Key Employee of Key Employee’s covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which Fulton may have, Fulton shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Key Employee. Nothing contained herein shall prevent or delay Fulton from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Key Employee of any of its obligations hereunder. 7.4 Clawback. Key Employee acknowledges that the Key Employee is subject to any and all clawback policies that may be adopted by Fulton’s Board or any committee thereof. Absent any formal clawback policy, the Key Employee agrees that the Key Employee shall be required to forfeit and pay back to Fulton any payments made under this Agreement to the Key Employee if: (a) a court or arbitration body makes a final determination that the Key Employee directly or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by Fulton; or (b) the independent members of Fulton’s Board determine that the Key Employee has committed a material violation of Fulton’s Code of Conduct. Section 8. Mitigation and Setoff 8.1 Key Employee shall not be required to mitigate the amount of any payment or benefit provided for in Section 6 by seeking employment or otherwise and Fulton shall not be entitled to set-off against the amount of any payment or benefit provided for in Section 6 any amounts earned by Key Employee in other employment. 8.2 The Company hereby waives any and all rights to set off in respect to any claim, debt, obligation or other liability of any kind whatsoever, against any payment or benefit provided for in Section 6. Section 9. Attorneys’ Fees and Related Expenses All reasonable and documented attorneys’ fees and related expenses incurred by Key Employee in connection with or relating to enforcement by Key Employee of rights under this Agreement shall be paid for in full by Fulton. Section 10. Successors and Parties in Interest 10.1 This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any corporation which acquires, directly or indirectly, by purchase, merger, consolidation or otherwise, all or substantially all of the business or assets of Fulton. Without limitation of the foregoing, Fulton shall require any such successor, expressly assume and agree to perform this Agreement in the same manner and to the same extent that it is required to be performed by Fulton.

9 10.2 This Agreement is binding upon and shall inure to the benefit of Key Employee and the heirs and personal representatives of Key Employee. Section 11. Rights under Other Plans This Agreement is not intended to reduce, restrict or eliminate any benefit to which Key Employee may otherwise be entitled at the time of discharge or resignation under any employee benefit plan of the Company then in effect. Section 12. Termination Except as set forth in Section 4.1, this Agreement may not be terminated except by mutual consent of the parties, as evidenced by a written instrument duly executed by Fulton and Key Employee. Section 13. Notices All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by U. S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law. (a) If to Fulton: Fulton Financial Corporation One Penn Square Lancaster, PA 17602 Attention: Chief Legal Officer (b) If to Key Employee: at the address on the signature page to this Agreement. Section 14. Severability In the event that any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of the Agreement and such holding shall not invalidate or render unenforceable any other provision of this Agreement.

10 Section 15. Governing Law, Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. In the event that either party shall institute any suit or other legal proceeding, whether in law or in equity, arising from or relating to this Agreement, the courts of the Commonwealth of Pennsylvania shall have exclusive jurisdiction and venue shall lie exclusively in the Court of Common Pleas of Lancaster County for state actions and the Middle District of Pennsylvania for federal actions. Section 16. 409A Safe Harbor Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated to commence payment or distribution to Key Employee of any amount that constitutes nonqualified deferred compensation within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) earlier than the earliest permissible date under Code section 409A that such amount could be paid without additional taxes or interest being imposed under Code section 409A. Fulton and Key Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code section 409A. For purposes of Code section 409A, each payment under this Agreement shall be treated as a right to separate payment and not part of a series of payments. Without limiting the generality of the foregoing, in the event the Key Employee is to receive a payment of compensation hereunder that is on account of a separation from service, such payment is subject to the provisions of Code section 409A, and Key Employee is a “specified employee” (as defined in section 1.409A-1(i) of the Treasury Regulations) of Fulton, then payment shall not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six month period, the date of the Key Employee’s death). Amounts otherwise payable during such six-month payment shall be accumulated and paid in a lump sum on the first day of the seventh month after the date of separation from service. Section 17. Funding Obligation Prior to or simultaneously with a Change in Control over which Fulton has control or within three business days of any other Change in Control, Fulton shall establish an irrevocable grantor trust (also known as a “rabbi trust”) for the benefit of the Key Employee and other key employees of Fulton who are parties to agreements with Fulton similar to this Agreement for the sole purpose of: (a) holding assets equal in value to the present value at any time after a Change in Control of the maximum amount of benefits to which the Key Employee may be entitled under this Agreement and to which such other key employees may be entitled under similar provisions of their respective agreements, and (b) distributing such assets as their payment becomes due. Prior to or simultaneously with a Change in Control over which the Fulton has control or within three business days of any other Change in Control, Fulton shall fund such trust with cash or marketable securities having the value described in Section 17(a); provided that Fulton shall not be obligated to fund such trust at such time if the funding would result in

11 additional tax being owed under Code section 409A, and in such event, Fulton shall fund such trust on the first day it may fund such trust without causing any such additional tax to be owed. Fulton shall reasonably calculate the value described in Section 17(a) assuming that the date on which such calculation is made is the date of the Key Employee’s termination of employment and the corresponding date applicable to such other key employees. Section 18. Section 280G Notwithstanding any provision to the contrary, in the event that the payments described in this Agreement, when added to all other amounts or benefits provided to or on behalf of Key Employee in connection with the Key Employee’s termination of employment, would result in the imposition of an excise tax under Code section 4999, such payments shall be reduced to the extent necessary to avoid such excise tax imposition. If it is determined, after any such payments are made, that any such compensation must be returned to Fulton so that Key Employee does not incur obligations under Code sections 280G or 4999, upon written notice to Key Employee to that effect, together with calculations of the Company’s tax advisor, Key Employee shall remit to Fulton the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Key Employee is determined to be non- deductible pursuant to the regulations promulgated under Code sections 280G or 4999, Fulton shall be required only to pay to Key Employee the amount determined to be deductible under Code sections 280G or 4999 of the Code. Section 19. Entire Agreement This Agreement constitutes the entire agreement between Fulton and Key Employee concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings between them. No term or provision of this Agreement may be changed, waived, amended or terminated, except by written instrument duly executed by Fulton and by Key Employee. [Remainder of Page Left Blank Intentionally]

12 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. ATTEST: FULTON FINANCIAL CORPORATION By: /s/ Natasha R. Luddington By: /s/ Bernadette M. Taylor Name: Natasha R. Luddington Name: Bernadette M. Taylor Title: Chief Legal Officer, Corporate Secretary Title: Chief Human Resources Officer and and Senior Executive Vice President Senior Executive Vice President WITNESS KEY EMPLOYEE /s/ Tia P. Hashinger /s/ Kevin C. Gremer Kevin C. Gremer Address:

A-1 SCHEDULE A CHANGE IN CONTROL PAYMENTS Key Employee shall receive the following benefits under Section 6 of the Agreement if a Payment Event occurs any time within the ninety (90) days prior to, or the twenty-four (24) months following a Change in Control of Fulton (the “Change in Control Period”): 1. Cash Payments: (a) an amount equal to two (2.0) times the sum of: (i) the annual base salary immediately before the Change in Control and (ii) the highest annual cash bonus or other cash incentive compensation awarded to Key Employee over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Key Employee may have made); (b) an amount equal to that portion, if any, of Fulton’s contribution to Key Employee’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of employment (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Key Employee most recently prior to the date of termination) to enable Key Employee to net an amount equal to the Unvested Company Contribution; and (c) up to $10,000.00 for executive outplacement services utilized by Key Employee upon the receipt by Fulton of written receipts or other appropriate documentation. Such cash payments under Section (a) and (b) shall be made in a lump sum paid within thirty (30) days after the date of termination of employment. The reimbursement for executive outplacement services shall be paid within thirty (30) days after receipt of the written receipts or other appropriate documentation. 2. Fringe Benefits. The Company shall provide, at its expense, to Key Employee for up to twenty-four (24) months following termination of employment life, medical, health, accident and disability insurance and a survivor’s income benefit in form, substance and amount which is, in each case, substantially equivalent to that provided to Key Employee immediately before termination of employment. Key Employee shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Key Employee was paying when Key Employee’s employment terminated. The total cost of Key Employee’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. In addition, Fulton shall pay to Key Employee in a single lump sum as soon as practicable after Key Employee’s termination, to the extent permissible under Section 18 of the Agreement, an aggregate amount equal to two (2) additional years of Fulton retirement plan contributions under each tax qualified or nonqualified defined contribution type of retirement plan in which Key Employee was a participant

A-2 immediately prior to Key Employee’s termination or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Key Employee was a participant immediately prior to Key Employee’s termination or resignation, calculated in each case as if Key Employee had continued as a plan participant for the number of additional years indicated above, Key Employee’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. In addition, Key Employee shall also have the right to purchase from Fulton, at book value price, any automobile of Fulton, if any, as was used by Key Employee while employed by Fulton, provided that the Key Employee exercises such right within ten (10) days of the Key Employee’s termination of employment and completes the purchase transaction within 30 days of Key Employee’s termination of employment. 3. Vesting of Equity: All stock options, shares of restricted stock, and other equity- based compensation units held by the Key Employee pursuant to any stock option plan, stock option agreement, or other long-term incentive plan or agreement shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby; provided, however, that any performance-based awards shall vest in accordance with the terms of the award agreements evidencing such awards. 4. Death or Disability: If Key Employee dies or becomes Disabled after payments have commenced under this Agreement, the Key Employee and Key Employee’s dependents, beneficiaries, and estate shall receive any benefits payable under Section 6 of the Agreement.

Document

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Curtis J. Myers, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025
/s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer

Document

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard S. Kraemer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025
/s/ Richard S. Kraemer
Richard S. Kraemer
Senior Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Curtis J. Myers, Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended September 30, 2025, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

Date: November 7, 2025
/s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer

Document

Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Richard S. Kraemer, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended September 30, 2025, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

November 7, 2025
/s/ Richard S. Kraemer
Richard S. Kraemer
Senior Executive Vice President and Chief Financial Officer

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