UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

of ~~the~~May 28, ~~Securities Exchange Act of 1934~~2026

~~May 1,~~Date ~~2026~~ of Report (date of earliest event reported)

Date of Report

(Date of Earliest Event Reported)

Fulton Financial Corporation

(Exact name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

001-39680

23-2195389

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Penn Square,

P.O. Box 4887

Lancaster,

Pennsylvania

17604

(Address of Principal Executive Offices)

(Zip Code)

Pennsylvania		001-39680		23-2195389
(State or Other Jurisdiction of Incorporation)		(SEC Commission File Number)		(IRS Employer Identification Number)

(717) 291-2411

One Penn Square, P.O. Box 4887 Lancaster, Pennsylvania		17604
(Address of Principal Executive Offices)		(Zip Code)

(Registrant's telephone number, including area code)

~~(717)~~Check ~~291~~the appropriate box below if the Form 8-~~2411~~K ~~(Registrant’s~~filing ~~telephone~~is ~~number,~~intended ~~including~~to ~~area~~simultaneously ~~code~~satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check the~~☐ ~~appropriate~~Written ~~box~~communications ~~below~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant under~~Securities ~~any~~Act of(17 ~~the~~CFR ~~following provisions:~~230.425)

☐ ~~Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities registered~~☐ Pre-commencement communications pursuant to ~~Section~~Rule 1214d-2(b) ofunder the Exchange Act: (17 CFR 240.14d-2(b))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2.50 per share	FULT	The Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock Series A	FULTP	The Nasdaq Stock Market, LLC

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 8.01 Other Events~~o

Item 5.~~950%~~02 ~~Fixed~~-~~to-Floating~~ ~~Rate~~Departure ~~Subordinated~~of ~~Notes due~~Directors ~~2036~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Thursday, May 528, 2026, Fulton Financial Corporation, ~~a Pennsylvania corporation~~ (“weFulton”~~, “us” or the “Company”~~), ~~completed~~held its ~~previously~~2026 ~~announced~~Annual ~~underwritten~~Meeting ~~public~~of ~~offering~~ Shareholders (the “~~Offering~~Annual Meeting”). ofGeorge ~~$300~~K. Martin,~~000,000~~ ~~aggregate~~a ~~principal~~director ~~amount~~ of ~~its~~Fulton, ~~5.950%~~did ~~Fixed~~not stand for re-election to~~-Floating~~ ~~Rate~~Fulton’s ~~Subordinated~~Board ~~Notes~~of ~~due~~Directors ~~2036~~ (the “~~Notes~~Board”). ~~The~~at ~~Notes~~the ~~were~~Annual ~~sold~~Meeting ~~pursuant~~and toretired from the ~~Company’s~~Board ~~registration~~effective ~~statement~~immediately onafter ~~Form~~the ~~S-3ASR~~Annual ~~(File~~Meeting. NoMr. ~~333-289488)~~Martin ~~(the “Registration~~had ~~Statement”)~~attained ~~filed with~~ the ~~Securities~~age ~~and~~of ~~Exchange~~72 ~~Commission~~years ~~(the~~prior ~~“SEC”) on August 11, 2025, and were offered~~ to the ~~public~~date ~~pursuant~~of to the ~~prospectus~~Annual ~~supplement,~~Meeting ~~dated May 1~~and, ~~2026,~~in ~~supplementing~~accordance ~~the~~with ~~prospectus,~~Fulton’s ~~dated~~Corporate ~~August~~Governance 11Guidelines, ~~2025,~~was ~~which is~~not ~~contained~~eligible into ~~and~~stand ~~forms~~for are-election ~~part~~to ofFulton’s ~~the Registration Statement~~Board.

~~The~~Item ~~Company~~5.07 ~~intends~~Submission toof ~~use~~Matters ~~the net proceeds from the Offering~~ to ~~repay~~a ~~$195,000,000~~Vote ~~aggregate principal amount~~ of ~~its~~Security ~~outstanding 3~~Holders.~~250% Fixed-to-Floating Rate Subordinated Notes due 2030 and for general corporate purposes.~~

InOn ~~connection with the Offering~~Thursday, ~~the Company entered into an underwriting agreement, dated~~ May 128, 2026, ~~(the~~Fulton ~~“Underwriting~~held ~~Agreement”)~~its ~~with~~Annual ~~Piper Sandler & Co~~Meeting. ~~and~~As ~~J.P.~~of ~~Morgan Securities~~March ~~LLC.~~2, ~~The Underwriting Agreement contains customary representations~~2026, ~~warranties~~the ~~and~~record ~~agreements~~date offor the ~~Company~~Annual Meeting, ~~and~~there ~~customary conditions~~were ~~to closing~~179,860,562 ~~obligations~~shares of ~~the~~Fulton’s ~~parties~~voting ~~and~~common ~~termination~~stock ~~provisions~~outstanding. AThe ~~copy~~results of the ~~Underwriting~~items ~~Agreement~~voted ~~is filed as Exhibit 1.1 to this Current Report~~ on ~~Form~~at ~~8-K~~the ~~and~~Annual isMeeting ~~incorporated~~are ~~herein~~as ~~by reference.~~follows:

~~Indenture~~Proposal 1 - Election of Directors. The 10 director nominees were elected to serve for a one-year term.

The Notes were issued pursuant to an Indenture, dated as of November 17, 2014 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as supplemented by a Fourth Supplemental Indenture thereto, dated as of May 5, 2026 (the “Fourth Supplemental Indenture”), between the Company and the Trustee. The Notes are subordinated, unsecured obligations of the Company and: (i) rank junior to all of the Company’s existing and future senior indebtedness; (ii) rank equal in right of payment with any of the Company’s existing and future subordinated indebtedness; (iii) are effectively subordinate to the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness; and (iv) are structurally subordinated to any existing and future obligations of the Company’s subsidiaries, including deposit liabilities and claims of other creditors of our bank subsidiaries.


Nominee	For	Withheld	Broker Non-Votes
Jennifer Craighead Carey	138,371,551	1,308,732	13,675,883
Lisa Crutchfield	138,186,150	1,494,133	13,675,883
Denise L. Devine	137,102,206	2,578,077	13,675,883
James R. Moxley III	138,413,437	1,266,846	13,675,883
Curtis J. Myers	137,475,042	2,205,241	13,675,883
Antoinette M. Pergolin	138,980,937	699,346	13,675,883
Michael F. Shirk	139,108,770	571,513	13,675,883
Scott A. Snyder	138,090,528	1,589,755	13,675,883
Ronald H. Spair	138,183,422	1,496,861	13,675,883
E. Philip Wenger	138,648,718	1,031,565	13,675,883

~~The~~Proposal ~~Notes~~2 ~~will bear interest from and including May 5, 2026 to, but excluding, May 15, 2031 at a fixed rate of 5.950% per annum, payable semi~~-~~annually~~ inAdvisory ~~arrears~~Vote on ~~May~~Executive ~~15 and November 15 of each year, commencing on November 15, 2026~~Compensation. ~~From~~A ~~and~~non-binding ~~including~~advisory ~~May~~proposal ~~15, 2031~~ to, ~~but~~approve ~~excluding, May 15, 2036 (unless redeemed prior to such date),~~ the ~~Notes~~compensation will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 217 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of ~~each~~ ~~year,~~Fulton’s ~~commencing~~named onexecutive ~~August~~officers ~~15,~~was ~~2031~~approved. ~~Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed to be zero.~~ The ~~Notes~~voting ~~will~~results ~~mature~~were onas ~~May 15, 2036, unless earlier redeemed.~~follows:

The Notes may be redeemed at our option, beginning on May 15, 2031, and on any day thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company.


For	Against	Abstain	Broker Non-Votes
136,017,805	2,704,141	958,337	13,675,883

~~The~~Proposal ~~foregoing~~3 ~~summaries~~- Ratification of ~~the~~Independent ~~Underwriting~~Auditor. ~~Agreement, the~~The ~~Base~~ratification ~~Indenture,~~of the ~~Fourth~~appointment ~~Supplemental Indenture and the Notes, respectively, are not complete and are each qualified in their entirety by reference to the complete text~~ of ~~the~~KPMG ~~respective~~LLP ~~documents~~as ~~(or,~~Fulton's inindependent ~~the~~auditor ~~case~~for of the ~~Notes,~~fiscal ~~the~~year ~~form~~ending ~~thereof),~~December ~~each of which is attached hereto as Exhibits 1.1~~31, ~~4.1,~~2026 ~~4.2~~was ~~and 4~~ratified.3, ~~respectively,~~The tovoting ~~this~~results ~~Current~~were ~~Report~~as ~~on Form 8-K and incorporated herein by reference in their entirety.~~follows:

Item 9.01 Financial Statements and Other Exhibits.


For	Against	Abstain	Broker Non-Votes
150,683,271	2,191,088	481,807	0

(d) Exhibits.


Exhibit No.			Description
104			Cover page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Number	Description
1.1	Underwriting Agreement, dated May 1, 2026, by and among Fulton Financial Corporation, Piper Sandler & Co. and J.P. Morgan Securities LLC
4.1	Indenture, dated November 17, 2014, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K, filed November 17, 2014)
4.2	Fourth Supplemental Indenture, dated May 5, 2026, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee
4.3	Form of 5.950% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2)
5.1	Opinion of Holland & Knight LLP
5.2	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1	Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fulton Financial Corporation
Date: May 28, 2026			FULTON FINANCIAL CORPORATION
Date: May 5, 2026
			By: /s/ Natasha R. Luddington
	By:	/s/ Richard S. Kraemer
			Natasha R. Luddington
		Richard S. Kraemer
			Senior Executive Vice President,
		Senior Executive Vice President and Chief Financial Officer
			Chief Legal Officer and Corporate Secretary

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