Form 8-K - Current report

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

December 19, 2023

Date of Report (date of earliest event reported)

Fulton Financial Corporation

(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)

(717) 291-2411

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions see General Instruction A.2 below:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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


Title of each class	Trading 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 7.01 Regulation FD Disclosure.

On December 19, 2023, Fulton Financial Corporation (“Fulton”) announced that its Board of Directors (the “Board”) declared a quarterly cash dividend of seventeen cents per share on its common stock, payable on January 12, 2024, to shareholders of record as of January 2, 2024. This is a one cent per share increase from the quarterly cash dividend that the Board declared on September 19, 2023. In addition, Fulton announced that the Board declared a quarterly dividend of $12.81 per share (equivalent to $0.32025 per depositary share) on its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”), payable on January 16, 2024, to shareholders of record of the preferred stock as of January 1, 2024, for the period from and including October 15, 2023 to, but excluding, January 15, 2024.

Fulton also announced that the Board approved the repurchase of shares of Fulton’s common stock and other securities in an aggregate principal amount not to exceed $125 million (the “2024 Program”) commencing on January 1, 2024 and expiring on December 31, 2024. Under the 2024 Program, up to $25 million may be used to repurchase shares of Fulton’s Preferred Stock and outstanding subordinated notes. Purchases may be made from time to time under the 2024 Program in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws. The 2024 Program may be discontinued at any time at the discretion of the Board and does not commit Fulton to repurchase any of its securities. Purchases, if any, will be determined by management in its discretion and will depend upon a number of factors, including Fulton's capital position, liquidity, financial performance and alternate uses of capital, the market price of Fulton's securities, general market and economic conditions, and applicable legal and regulatory requirements.

On December 19, 2023, Fulton issued a press release announcing the dividend declarations and the 2024 Program, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of Fulton under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

99.1			Press Release dated December 19, 2023.
104			Cover page Interactive Data File (the cover page XBRL tags are 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.


Date: December 19, 2023		FULTON FINANCIAL CORPORATION
	By:	/s/ Mark R. McCollom
		Mark R. McCollom
		Senior Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE Media Contact: Rachel Sharkey (717) 291-2831

Investor Contact: Matt Jozwiak (717) 327-2657

Fulton Financial Corporation Announces Increased Common Stock Dividend, Preferred Stock Dividend and $125 Million Repurchase Program

LANCASTER, Pa.--(BUSINESS WIRE)-- Fulton Financial Corporation (“Fulton”) (Nasdaq: FULT) today announced that its Board of Directors (the “Board”) declared a quarterly cash dividend of seventeen cents per share on its common stock, payable on January 12, 2024, to shareholders of record as of January 2, 2024. This is a one cent per share increase from the quarterly cash dividend that the Board declared on September 19, 2023.

In addition, Fulton announced that the Board declared a quarterly dividend of $12.81 per share (equivalent to $0.32025 per depositary share) on its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”), payable on January 16, 2024, to shareholders of record as of January 1, 2024, for the period from and including October 15, 2023, to but excluding, January 15, 2024.

Fulton, a $27 billion Lancaster, Pennsylvania-based financial holding company, has more than 3,300 employees and operates more than 200 financial centers in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through Fulton Bank, N.A.

Additional information on Fulton can be found at investor.fultonbank.com.

Cover Page	Dec. 19, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 19, 2023
Entity Registrant Name	Fulton Financial Corporation
Entity Incorporation, State or Country Code	PA
Entity File Number	001-39680
Entity Tax Identification Number	23-2195389
Entity Address, Address Line One	One Penn Square,
Entity Address, Address Line Two	P. O. Box 4887
Entity Address, City or Town	Lancaster,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17604
City Area Code	717
Local Phone Number	291-2411
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000700564
Amendment Flag	false
Common stock, par value $2.50
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $2.50
Trading Symbol	FULT
Security Exchange Name	NASDAQ
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	FULTP
Security Exchange Name	NASDAQ