FULTON FINANCIAL CORP 8-K

What Happened
Fulton Financial Corporation announced on May 5, 2026 that it completed an underwritten public offering of $300,000,000 aggregate principal of 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering was made under the company’s Form S-3ASR registration statement and a prospectus supplement dated May 1, 2026. Fulton entered into an underwriting agreement with Piper Sandler & Co. and J.P. Morgan Securities LLC and issued the notes under its existing indenture as supplemented on May 5, 2026.

Key Details

• Offering size: $300,000,000 of 5.950% Fixed-to-Floating Rate Subordinated Notes due May 15, 2036.
• Interest: Fixed 5.950% per annum from May 5, 2026 to (but excluding) May 15, 2031 (semi‑annual payments). From May 15, 2031 to May 15, 2036 interest resets quarterly to a floating rate (expected Three‑Month Term SOFR) + 217 basis points, with a zero floor.
• Use of proceeds: Intended to repay $195,000,000 principal of existing 3.250% subordinated notes due 2030 and for general corporate purposes.
• Terms: Notes are unsecured, subordinated (junior to senior debt and structurally subordinate to subsidiary obligations), mature May 15, 2036, and are callable by Fulton at par beginning May 15, 2031.

Why It Matters
This transaction refinances a portion of Fulton’s existing subordinated debt and extends the maturity profile by replacing $195M of 3.250% notes due 2030 with new notes due 2036. For investors, key takeaways are the higher initial coupon (5.95% vs. 3.25%), the longer maturity, and the subordinated status (which affects payment priority in a default). The filing also discloses the underwriting and indenture documents and standard legal opinions, which are included as exhibits to the 8‑K.