FULTON FINANCIAL CORP (FULT)

CIK: 0000700564. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=700564. Latest filing source: 0000700564-26-000006.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000700564.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000700564.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000700564-26-000016.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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.

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

Three months ended March 31,

2026

2025

(dollars in thousands, except per share data)

Net income

$

94,761

$

92,987

Net income available to common shareholders

92,199

90,425

Net income available to common shareholders per share (diluted)

0.51

0.49

Operating net income available to common shareholders per share(1)

0.55

0.52

Return on average assets, annualized

1.20 

%

1.18 

%

Operating return on average assets, annualized(1)

1.30 

%

1.25 

%

Return on average common shareholders' equity, annualized

11.16 

%

11.98 

%

Operating return on average common shareholders' equity (tangible), annualized(1)

14.76 

%

15.95 

%

Net interest margin(2)

3.58 

%

3.43 

%

Efficiency ratio(1)

56.7 

%

56.7 

%

Non-performing assets to total assets

0.55 

%

0.62 

%

Net charge-offs to average loans, annualized

0.25 

%

0.21 

%

(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.

Blue Foundry Bancorp

On April 1, 2026, the Corporation completed its acquisition of Blue Foundry and Blue Foundry Bank became a wholly owned subsidiary of the Corporation. Blue Foundry Bank is expected to be merged with and into Fulton Bank in the third quarter of 2026.

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

30

Financial Highlights

Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $92.2 million for the three months ended March 31, 2026, a $1.8 million increase compared to $90.4 million for the same period in 2025. Net income available to common shareholders per diluted share was $0.51 for the three months ended March 31, 2026, a $0.02 increase compared to the same period in 2025.

Three Months Ended March 31, 2026 Results were Impacted by the Following Items:

•NIM of 3.58%, a 15 bps increase compared to 3.43% for the same period in 2025.

•Net interest income of $262.0 million, a $10.8 million increase compared to $251.2 million for the same period in 2025.

•Provision for credit losses of $14.4 million resulting in an ACL attributable to net loans of $367.5 million, or 1.51% of total net loans as of March 31, 2026.

•Non-interest income of $69.8 million, a $2.6 million increase compared to $67.2 million for the same period in 2025.

•Non-interest expense of $200.3 million, a $10.8 million increase compared to $189.5 million for the same period in 2025.

•During the three months ended March 31, 2026, 1,212,650 shares of the Corporation's common stock were repurchased under the 2026 Repurchase Program at a cost of $24.5 million or an average of $20.21 per share.

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, 2025.

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.

31

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

Three months ended March 31,

2026

2025

(dollars in thousands, except per share data and share data)

Operating net income available to common shareholders

Net income available to common shareholders

$

92,199

$

90,425

Less: Other

—

(122)

Plus: Core deposit intangible amortization

5,255

6,155

Plus: Acquisition-related expense

2,644

380

Plus: FultonFirst implementation and asset disposals

1,556

(47)

Less: Tax impact of adjustments

(1,985)

(1,337)

Operating net income available to common shareholders (numerator)

$

99,669

$

95,454

Weighted average shares (diluted) (denominator)

181,655

184,077

Operating net income available to common shareholders, per share (diluted)

$

0.55

$

0.52

Operating return on average assets

Net income

$

94,761

$

92,987

Less: Other

—

(122)

Plus: Core deposit intangible amortization

5,255

6,155

Plus: Acquisition-related expense

2,644

380

Plus: FultonFirst implementation and asset disposals

1,556

(47)

Less: Tax impact of adjustments

(1,985)

(1,337)

Operating net income (numerator)

$

102,231

$

98,016

Total average assets

$

31,999,228

$

31,971,601

Less: Average net core deposit intangible

(54,629)

(77,039)

     Total operating average assets (denominator)

$

31,944,599

$

31,894,562

Operating return on average assets(1)

1.30 

%

1.25 

%

32

Three months ended March 31,

2026

2025

(dollars in thousands, except per share data and share data)

Operating return on average common shareholders' equity (tangible)

Net income available to common shareholders

$

92,199

$

90,425

Less: Other

—

(122)

Plus: Intangible amortization

5,349

6,269

Plus: Acquisition-related expense

2,644

380

Plus: FultonFirst implementation and asset disposals

1,556

(47)

Less: Tax impact of adjustments

(2,005)

(1,361)

Adjusted net income available to common shareholders (numerator)

$

99,743

$

95,544

Average shareholders' equity

$

3,543,911

$

3,254,125

Less: Average preferred stock

(192,878)

(192,878)

Less: Average goodwill and intangible assets

(610,262)

(632,254)

Average tangible common shareholders' equity (denominator)

$

2,740,771

$

2,428,993

Operating return on average common shareholders' equity (tangible)(1)

14.76 

%

15.95 

%

Efficiency ratio

Non-interest expense

$

200,294

$

189,460

Less: Acquisition-related expense

(2,644)

(380)

Less: Intangible amortization

(5,349)

(6,269)

Less: FultonFirst implementation and asset disposals

(1,556)

47

Operating non-interest expense (numerator)

$

190,745

$

182,858

Net interest income

$

262,023

$

251,187

Tax equivalent adjustment

4,303

4,340

Plus: Total non-interest income

69,841

67,232

Less: Other revenue

—

(122)

Plus: Investment securities losses (gains), net

—

2

Total revenue (denominator)

$

336,167

$

322,639

Efficiency ratio

56.7 

%

56.7 

%

(1) Results are annualized.

33

RESULTS OF OPERATIONS

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

Net Interest Income

FTE net interest income was $266.3 million for the three months ended March 31, 2026, an increase of $10.8 million, compared to $255.5 million for the same period in 2025. For the three months ended March 31, 2026, NIM increased to 3.58%, or 15 bps, compared to the same period in 2025. 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 March 31, 2026 compared to the same period in 2025. 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 March 31,

2026

2025

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

ASSETS

(dollars in thousands)

Interest-earning assets:

Net loans(1)

$

24,225,655 

$

341,843 

5.70 

%

$

24,006,863 

$

347,626 

5.86 

%

   Investment securities(2)

5,001,079 

44,771 

3.58 

5,199,000 

47,242 

3.63 

Other interest-earning assets

773,171 

7,745 

4.05 

793,126 

9,164 

4.67 

Total interest-earning assets

29,999,905 

394,359 

5.31 

29,998,989 

404,032 

5.44 

Noninterest-earning assets:

Cash and due from banks

300,074 

301,897 

Premises and equipment

173,203 

191,248 

Other assets

1,896,687 

1,864,996 

Less: ACL - loans(3)

(370,641)

(385,529)

Total Assets

$

31,999,228 

$

31,971,601 

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:

Demand deposits

$

7,774,121 

$

29,036 

1.51 

%

$

7,753,586 

$

34,189 

1.79 

%

Savings and money market deposits

8,684,478 

44,663 

2.09 

7,971,728 

45,101 

2.29 

Brokered deposits

856,823 

8,210 

3.89 

904,722 

10,038 

4.50 

Time deposits

4,015,644 

33,896 

3.42 

4,127,784 

41,564 

4.08 

Total interest-bearing deposits

21,331,066 

115,805 

2.20 

20,757,820 

130,892 

2.56 

Borrowings and other interest-bearing liabilities

1,359,113 

12,228 

3.65 

1,

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7. 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 Annual Report on Form 10-K.

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.

Merger

On November 24, 2025, the Corporation entered into the Merger Agreement with Blue Foundry. Under the terms of the Merger Agreement, Blue Foundry will merge with and into the Corporation, with the Corporation continuing as the surviving corporation. The combined company will operate under the Corporation's name and will trade under the ticker symbol "FULT." Shareholders of Blue Foundry approved the Merger at the Blue Foundry special shareholder meeting on January 29, 2026, and all regulatory approvals required to complete the Merger have been obtained. Subject to the satisfaction of the remaining customary closing conditions in the Merger Agreement, we expect the Merger to close on or about April 1, 2026. Blue Foundry Bank is expected to be merged with and into Fulton Bank in the third quarter of 2026.

The Corporation developed a comprehensive integration plan with respect to the Merger and will expense direct costs as incurred. These direct costs related to the Merger totaled $1.1 million for the year ending December 31, 2025. Costs related to the Merger are included in acquisition-related expenses in the Consolidated Statements of Income.

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

2025

2024

2023

(dollars in thousands, except per share)

Net income

$

391,609

$

288,743

$

284,280

Net income available to common shareholders

$

381,361

$

278,495

$

274,032

Net income available to common shareholders per share (diluted)

$

2.08

$

1.57

$

1.64

Operating net income available to common shareholders per share(1)

$

2.16

$

1.85

$

1.71

Return on average assets

1.23 

%

0.95 

%

1.04 

%

Operating return on average assets(1)

1.28 

%

1.11 

%

1.08 

%

Return on average common shareholders' equity

12.09 

%

9.83 

%

11.24 

%

Operating return on average common shareholders' equity (tangible)(1)

15.70 

%

14.81 

%

15.21 

%

Net interest margin(2)

3.51 

%

3.42 

%

3.42 

%

Efficiency ratio(1)

57.6 

%

60.8 

%

60.5 

%

Non-performing assets to total assets

0.58 

%

0.69 

%

0.56 

%

Net charge-offs to average loans, annualized

0.21 

%

0.19 

%

0.14 

%

(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.

38

Financial Highlights

Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $381.4 million for the year ended December 31, 2025, a $102.9 million increase compared to $278.5 million in 2024. Net income available to common shareholders per diluted share was $2.08 for the year ended December 31, 2025, a $0.51 increase compared to $1.57 in 2024.

Year Ended December 31, 2025 Results were Impacted by the Following Items:

•NIM of 3.51%, a nine bps increase compared to 3.42% in 2024.

•Net interest income of $1.0 billion, a $76.0 million increase compared to $960.3 million in 2024.

•Provision for credit losses of $35.7 million resulting in an ACL attributable to net loans of $364.5 million, or 1.51% of total net loans as of December 31, 2025.

•Non-interest income of $276.8 million, a $1.0 million increase compared to $275.7 million in 2024.

•Non-interest expense of $791.8 million, a $28.0 million decrease compared to $819.8 million in 2024.

•During the year ended December 31, 2025, 3.3 million shares of the Corporation's common stock were repurchased at a total cost of $59.7 million, or $18.16 per share, under the 2025 Repurchase Program.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Annual Report on Form 10-K 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.

39

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

2025

2024

2023

(dollars in thousands, except per share data)

Operating net income available to common shareholders

Net income available to common shareholders

$

381,361

$

278,495

$

274,032

Less: Other(1)

(5,858)

(1,805)

1,855

Less: Gain on acquisition, net of tax

—

(36,996)

—

Plus: Loss on securities restructuring

—

20,282

—

Plus: Core deposit intangible amortization

22,010

17,307

2,308

Plus: Acquisition-related expense

1,182

37,635

—

Plus: CECL Day 1 Provision

—

23,444

—

Plus: FDIC special assessment

(95)

940

6,494

Less: Gain on Sale-Leaseback Transaction

—

(20,266)

—

Plus: FultonFirst implementation and asset disposals

2,271

32,038

3,197

Less: Tax impact of adjustments

(4,097)

(23,011)

(2,909)

Operating net income available to common shareholders (numerator)

$

396,774

$

328,063

$

284,977

Weighted average shares (diluted) (denominator)

183,289

177,223

166,769

Operating net income available to common shareholders, per share (diluted)

$

2.16

$

1.85

$

1.71 

(1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction.

2025

2024

2023

(dollars in thousands)

Operating return on average assets

Net income

$

391,609

$

288,743

$

284,280

Less: Other(1)

(5,858)

(1,805)

1,855

Less: Gain on acquisition, net of tax

—

(36,996)

—

Plus: Loss on securities restructuring

—

20,282

—

Plus: Core deposit intangible amortization

22,010

17,307

2,308

Plus: Acquisition-related expense

1,182

37,635

—

Plus: CECL Day 1 Provision

—

23,444

—

Plus: FDIC special assessment

(95)

940

6,494

Less: Gain on Sale-Leaseback Transaction

—

(20,266)

—

Plus: FultonFirst implementation and asset disposals

2,271

32,038

3,197

Less: Tax impact of adjustments

(4,097)

(23,011)

(2,909)

Operating net income (numerator)

$

407,022

$

338,311

$

295,225

Total average assets

$

31,952,633

$

30,473,130

$

27,229,704

Less: Average net core deposit intangible

(68,709)

(61,810)

(5,996)

Total average operating assets (denominator)

$

31,883,924

$

30,411,320

$

27,223,708 

Operating return on average assets

1.28 

%

1.11 

%

1.08 

%

(1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction.

40

2025

2024

2023

(dollars in thousands)

Operating return on average common shareholders' equity (tangible)

Net income available to common shareholders

$

381,361

$

278,495

$

274,032

Less: Other(1)

(5,858)

(1,805)

1,855

Less: Gain on acquisition, net of tax

—

(36,996)

—

Plus: Loss on securities restructuring

—

20,282

—

Plus: Intangible amortization

22,462

17,830

2,944

Plus: Acquisition-related expense

1,182

37,635

—

Plus: CECL Day 1 Provision

—

23,444

—

Plus: FDIC special assessment

(95)

940

6,494

Less: Gain on Sale-Leaseback Transaction

—

(20,266)

—

Plus: FultonFirst implementation and asset disposals

2,271

32,038

3,197

Less: Tax impact of adjustments

(4,192)

(23,121)

(3,043)

Adjusted net income available to common shareholders (numerator)

$

397,131

$

328,476

$

285,479

Average shareholders' equity

$

3,346,630

$

3,025,642

$

2,631,249

Less: Average goodwill and intangible assets

(623,752)

(615,156)

(561,858)

Less: Average preferred stock

(192,878)

(192,878)

(192,878)

Average tangible common shareholders' equity (denominator)

$

2,530,000

$

2,217,608

$

1,876,513

Operating return on average common shareholders' equity (tangible)

15.70 

%

14.81 

%

15.21 

%

(1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction.

2025

2024

2023

(dollars in thousands)

Efficiency ratio

Non-interest expense

$

791,829

$

819,791

$

679,207

Less: Intangible amortization

(22,462)

(17,830)

(2,944)

Less: Acquisition-related expense

(1,182)

(37,635)

—

Less: Debt extinguishment gain (cost)

—

—

720

Less: FDIC special assessment

95

(940)

(6,494)

Less: Gain on Sale-Leaseback Transaction

—

20,266

—

Less: FultonFirst implementation and asset disposals

(2,271)

(32,038)

(3,197)

Non-interest expense (numerator)

$

766,009

$

751,614

$

667,292

Net interest income

$

1,036,347

$

960,325

$

854,286

Tax equivalent adjustment

17,680

17,915

17,811

Plus: Total non-interest income

276,766

275,731

227,678

Plus: Other revenue

(258)

(1,805)

1,855

Less: Gain on acquisition, net of tax

—

(36,996)

—

Plus: Investment securities losses (gains), net

2

20,283

733

Total revenue (denominator)

$

1,330,537

$

1,235,453

$

1,102,363

Efficiency ratio

57.6 

%

60.8 

%

60.5 

%

41

CRITICAL ACCOUNTING POLICIES

The Corporation's accounting policies are fundamental to understanding Management’s Discussion. Critical accounting 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 following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations.

See additional information regarding these critical accounting policies in "Note 1 - Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."

Allowance for Credit Losses - The ACL is based on estimated losses over the remaining expected life of loans. Management's determination of the appropriateness of the reserve is based on periodic evaluations of the loan portfolio, lending-related commitments, current and forecasted economic factors and other relevant factors.

Loans Evaluated Collectively: Loans evaluated collectively for expected credit losses include all accruing loans and non-accrual loans where the total commitment amount is less than $1 million. In determining the ACL, the Corporation uses three inputs to model the estimate. These inputs are the PD rate which estimates the likelihood that a borrower will be unable to meet its debt obligations, the LGD rate which estimates the percentage of an asset that is lost if a borrower defaults, and the EAD balance which estimates the gross exposure under a facility upon default. The PD models were developed based on historical default data. Both internal and external variables are evaluated in the process. The main internal variables are risk rating or delinquency history and indicators of default. The external variables are economic variables obtained from third-party forecasts.

The PD models are transition matrix models that utilize historical credit observations and incorporate economic forecasts to project future default rates using a linear regression methodology for each loan segment. The LGD model uses a vintage loss approach that estimates LGD rates based on the bank’s historical loss experience for each loan segment. The EAD incorporates a prepayment rate and applies the PD rates to estimate the projected exposure at default across the life of each loan. The ACL is calculated by applying the LGD to the EAD at each period across the life of each loan.

The ACL incorporates the Corporation’s historical credit observations, current conditions and reasonable and supportable forecasts. These forecasts are based on the projected performance of specific economic variables statistically correlated with historical PD rates. The reasonable and supportable forecast extends to 24 months and reverts back to an average PD rate using a straight-line reversion methodology over a 12 month period.

The ACL is highly sensitive to the economic forecasts used to develop the reserve. As such, the calculation of the ACL is inherently subjective and requires management to exercise judgment.

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.

The ACL for loans was $364.5 million and $379.2 million on December 31, 2025 and December 31, 2024, respectively.

The Corporation performs loan loss sensitivity analysis on a quarterly basis to determine the impact of varying economic conditions based on third-party forecasts. Our sensitivity analysis does not represent management's view of expected credit losses at the balance sheet date. One scenario identified includes a highly adverse economic environment. This scenario resulted in a hypothetical increase to the ACL of approximately $35.5 million.

For further discussion of the methodology used in the determination of the ACL, refer to Note 1, "Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."

Income Taxes - Income tax expense is based upon income before taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. DTAs or deferred tax liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

42

The Corporation must also evaluate the likelihood that DTAs will be recovered through future taxable income. If any such assets are determined to be more likely than not unrecoverable, then a valuation allowance must be recognized. The assessment of the carrying value of DTAs is based on certain assumptions, the changes of which could have a material impact on the Corporation's Consolidated Financial Statements.

On a periodic basis, the Corporation evaluates its income tax expense based on tax laws, regulations and financial reporting considerations and records adjustments as appropriate. Recognition and measurement of tax positions is based upon management's evaluations of current taxing authorities' examinations of the Corporation's tax returns, recent positions taken by the taxing authorities on similar transactions and the overall tax environment.

Income tax expense was $94.0 million and $55.9 million for the years ended December 31, 2025 and 2024, respectively.

Recently Issued Accounting Standards

For a description of accounting standards recently issued, but not yet adopted by the Corporation, see "Recently Issued Accounting Standards," in "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."

43

RESULTS OF OPERATIONS

Net Interest Income

FTE net interest income was $1.1 billion for the year ended December 31, 2025, an increase of $75.8 million, compared to $978.2 million for the same period in 2024. For the years ended December 31, 2025 and December 31, 2024, NIM was 3.51% and 3.42%, respectively. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item "7A. Quantitative and Qualitative Disclosures About Market Risk." The following table provides a comparative average balance sheet and net interest income analysis for 2025 compared to 2024 and 2023. 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 tax-equivalent amounts.

2025

2024

2023

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

(dollars in thousands)

ASSETS

Interest-earning assets:

Net loans(1)

$

23,995,200 

$

1,407,669 

5.87 

%

$

23,145,114 

$

1,406,216 

6.08 

%

$

20,929,302 

$

1,166,376 

5.57 

%

Investment securities(2)

5,270,122 

193,154 

3.66 

4,486,726 

143,317 

3.19 

4,210,010 

109,325 

2.59 

Other interest-earning assets

729,300 

33,731 

4.63 

962,971 

50,578 

5.25 

387,360 

15,346 

3.96 

Total interest-earning assets

29,994,622 

1,634,554 

5.45 

28,594,811 

1,600,111 

5.60 

25,526,672 

1,291,047 

5.06 

Noninterest-earning assets:

Cash and due from banks

294,284 

295,156 

215,649 

Premises and equipment

184,342 

197,823 

219,315 

Other assets

1,862,326 

1,761,083 

1,553,284 

Less: ACL - loans (3)

(382,941)

(375,743)

(285,216)

Total Assets

$

31,952,633 

$

30,473,130 

$

27,229,704 

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:

Demand deposits

$

7,854,613 

$

139,134 

1.77 

%

$

7,049,915 

$

128,969 

1.83 

%

$

5,582,930 

$

62,494 

1.12 

%

Savings and money market deposits

8,277,276 

188,019 

2.27 

7,364,106 

180,455 

2.45 

6,616,087 

122,340 

1.85 

Brokered deposits

772,488 

33,547 

4.34 

981,060 

51,691 

5.27 

847,795 

43,635 

5.15 

Time deposits

4,080,550 

153,993 

3.77 

3,747,029 

160,744 

4.29 

2,170,245 

63,735 

2.94 

Total interest-bearing deposits

20,984,927 

514,693 

2.45 

19,142,110 

521,859 

2.73 

15,217,057 

292,204 

1.92 

Borrowings and other interest-bearing liabilities

1,604,263 

65,834 

4.10 

2,280,382 

100,012 

4.39 

2,771,330 

126,746 

4.54 

Total interest-bearing liabilities

22,589,190 

580,527 

2.57 

21,422,492 

621,871 

2.90 

17,988,387 

418,950 

2.32 

Noninterest-bearing liabilities:

Demand deposits

5,299,084 

5,394,518 

5,939,799 

Other liabilities

717,729 

630,478 

670,269 

Total Liabilities

28,606,003 

27,447,488 

24,598,455 

Total deposits

26,284,011 

1.96%

24,536,628 

2.13%

21,156,856 

1.38%

Total interest-bearing liabilities and noninterest-bearing deposits (cost of funds)

27,888,274 

2.08%

26,817,010 

2.33%

23,928,186 

1.75%

Shareholders' equity

3,346,630 

3,025,642 

2,631,249 

Total Liabilities and Shareholders' Equity

$

31,952,633 

$

30,473,130 

$

27,229,704 

Net interest income/net interest margin (FTE)

1,054,027 

3.51 

%

978,240 

3.42 

%

872,097 

3.42 

%

Tax equivalent adjustment

(17,680)

(17,915)

(17,811)

Net interest income

$

1,036,347 

$

960,325 

$

854,286 

(1) Average balances include 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.

44

Comparison of 2025 to 2024

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in yields and rates:

2025 versus 2024

Increase (decrease) due to change in

Volume

Yield/Rate

Net

(dollars in thousands)

FTE interest income on:

Net loans(1)

$

50,846 

$

(49,393)

$

1,453 

Investment securities

27,029 

22,808 

49,837 

Other interest-earning assets

(11,332)

(5,515)

(16,847)

Total FTE interest income

$

66,543 

$

(32,100)

$

34,443 

Interest expense on:

Demand deposits

$

14,469 

$

(4,304)

$

10,165 

Savings and money market deposits

21,397 

(13,833)

7,564 

Brokered deposits

(9,914)

(8,230)

(18,144)

Time deposits

13,641 

(20,392)

(6,751)

Borrowings and other interest-bearing liabilities

(27,951)

(6,227)

(34,178)

Total interest expense

$

11,642 

$

(52,986)

$

(41,344)

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

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 the direct changes that are attributable to each component.

Compared to 2024, FTE total interest income for 2025 increased $34.4 million due to an increase of $66.5 million attributable to changes in volume, partially offset by a decrease of $32.1 million attributable to changes in yield. The increase due to changes in volume was due to an increase in average net loans and average investment securities. The decrease due to changes in yield was largely due to a decrease in the yield on average net loans, partially offset by an increase in the yield on average investment securities.

The yield on average interest-earning assets decreased 15 bps in 2025 compared to 2024.

In 2025, total interest expense decreased $41.3 million compared to 2024, driven by a decrease in rate on interest-bearing liabilities resulting in a $53.0 million decrease in interest expense, partially offset by an increase in average interest-bearing liabilities resulting in a $11.6 million increase in interest expense. The decrease in interest expense attributable to rate was driven by decreases in the rate on average time deposits, average savings and money market deposits, average brokered deposits, average borrowings and other interest-bearing liabilities and average interest-bearing demand deposits. The increase in interest expense attributable to volume was primarily driven by increases in average savings and money market deposits, average interest-bearing demand deposits and average time deposits, partially offset by a decrease in average borrowings and other interest-bearing liabilities and average brokered deposits.

The rate on average interest-bearing liabilities decreased 33 bps in 2025 compared to 2024.

45

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

2025

2024

Increase (Decrease)

Balance

Yield

Balance

Yield

$

%

(dollars in thousands)

Real estate - commercial mortgage

$

9,704,084 

6.18 

%

$

9,052,738 

6.51 

%

$

651,346 

7.2 

%

Commercial and industrial

4,526,210 

6.35 

4,779,254 

6.67 

(253,044)

(5.3)

Real estate - residential mortgage

6,506,700 

4.58 

5,925,708 

4.31 

580,992 

9.8 

Real estate - home equity

1,188,824 

6.78 

1,060,520 

7.43 

128,304 

12.1 

Real estate - construction

1,151,081 

6.96 

1,275,562 

7.61 

(124,481)

(9.8)

Consumer

595,640 

7.59 

725,308 

6.67 

(129,668)

(17.9)

Leases and other loans(1)

322,661 

5.05 

326,024 

5.77 

(3,363)

(1.0)

Total loans

$

23,995,200 

5.87 

%

$

23,145,114 

6.08 

%

$

850,086 

3.7 

%

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

During 2025, average net loans increased $850.1 million, or 3.7%, compared to 2024. The increase in average net loans was driven by the full-year impact of loans acquired in the Republic First Transaction.

The yield on total loans decreased 21 bps to 5.87% in 2025 compared to 6.08% in 2024.

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

2025

2024

Increase (Decrease)

Balance

Rate

Balance

Rate

$

%

(dollars in thousands)

Noninterest-bearing demand

$

5,299,084 

— 

%

$

5,394,518 

— 

%

$

(95,434)

(1.8)

%

Interest-bearing demand

7,854,613 

1.77 

7,049,915 

1.83 

804,698 

11.4 

Savings and money market deposits

8,277,276 

2.27 

7,364,106 

2.45 

913,170 

12.4 

Total demand deposits and savings and money market deposits

21,430,973 

1.53 

19,808,539 

1.56 

1,622,434 

8.2 

Brokered deposits

772,488 

4.34 

981,060 

5.27 

(208,572)

(21.3)

Time deposits

4,080,550 

3.77 

3,747,029 

4.29 

333,521 

8.9 

Total deposits

$

26,284,011 

1.96 

%

$

24,536,628 

2.13 

%

$

1,747,383 

7.1 

%

The cost of total deposits decreased 17 bps to 1.96% in 2025 compared to 2.13% in 2024, primarily due to declining interest rates and a change in mix of deposits. Average deposits increased $1.7 billion, or 7.1%, compared to 2024. The increase in average deposits was driven by the full-year impact of deposits acquired in the Republic First Transaction.

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

2025

2024

Increase (Decrease)

Balance

Rate

Balance

Rate

$

%

(dollars in thousands)

Federal funds purchased

$

288 

4.51 

%

$

51,306 

5.52 

%

$

(51,018)

(99.4)

%

FHLB advances

534,433 

4.59 

804,328 

4.30 

(269,895)

(33.6)

Senior debt and subordinated debt

367,478 

5.01 

514,073 

3.66 

(146,595)

(28.5)

Other borrowings and other interest-bearing liabilities(1)

702,064 

3.26 

910,675 

3.66 

(208,611)

(22.9)

Total borrowings and other interest-bearing liabilities

$

1,604,263 

4.10 

%

$

2,280,382 

4.39 

%

$

(676,119)

(29.6)

%

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

Average borrowings and other interest-bearing liabilities decreased $676.1 million, or 29.6% compared to 2024.

46

Provision for Credit Losses

The provision for credit losses was $35.7 million in 2025 compared to $71.6 million in 2024. The decrease was primarily due to the Republic First Transaction in 2024, which included a provision for credit losses of $23.4 million for non-PCD Loans.

Non-Interest Income

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

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Wealth management

$

90,584 

$

84,743 

$

5,841 

6.9 

%

Commercial banking:

   Merchant and card

28,141 

29,186 

(1,045)

(3.6)

   Cash management

32,884 

28,106 

4,778 

17.0 

   Capital markets

11,995 

11,033 

962 

8.7 

   Other commercial banking

19,018 

16,657 

2,361 

14.2 

Total commercial banking

92,038 

84,982 

7,056 

8.3 

Consumer banking:

  Card

32,114 

30,914 

1,200 

3.9 

  Overdraft

15,373 

13,764 

1,609 

11.7 

  Other consumer banking

10,725 

10,826 

(101)

(0.9)

       Total consumer banking

58,212 

55,504 

2,708 

4.9 

Mortgage banking

14,477 

13,943 

534 

3.8 

Other

21,457 

19,846 

1,611 

8.1 

Non-interest income before investment securities (losses) gains, net and gain on acquisition, net of tax

276,768 

259,018 

17,750 

6.9 

Gain on acquisition, net of tax

— 

36,996 

(36,996)

N/M

Investment securities (losses) gains, net

(2)

(20,283)

20,281 

N/M

Total Non-Interest Income

$

276,766 

$

275,731 

$

1,035 

0.4 

%

Non-interest income before investment securities losses and gain on acquisition, net of tax increased $17.8 million, or 6.9%, during 2025 compared to 2024. The increase of $17.8 million included a $5.8 million increase in wealth management revenues due to an increase in assets under management, a $4.8 million increase in cash management fee income due to an increase in account analysis fees as commercial customers moved funds to interest-bearing deposit accounts, a $3.5 million increase in income from equity method investments, reflected in other non-interest income, a $1.6 million increase in consumer banking overdraft fees, a $1.2 million increase in debit card fee income and a $1.1 million increase in commercial customer derivative fee income, reflected in capital markets.

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.

47

Non-Interest Expense

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

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Salaries and employee benefits

$

442,684 

$

424,733 

$

17,951 

4.2 

%

Data processing and software

75,091 

77,882 

(2,791)

(3.6)

Net occupancy

68,125 

69,359 

(1,234)

(1.8)

Other outside services

49,402 

47,811 

1,591 

3.3 

Intangible amortization

22,462 

17,830 

4,632 

26.0 

FDIC insurance

20,178 

23,829 

(3,651)

(15.3)

Equipment

16,176 

17,850 

(1,674)

(9.4)

Marketing

9,288 

8,958 

330 

3.7 

Professional fees

5,321 

10,681 

(5,360)

(50.2)

Other

79,649 

71,451 

8,198 

11.5 

Subtotal

788,376 

770,384 

17,992 

2.3 

%

Gain on Sale-Leaseback Transaction

— 

(20,266)

20,266 

N/M

Acquisition-related expenses

1,182 

37,635 

(36,453)

(96.9)

FultonFirst implementation and asset disposals

2,271 

32,038 

(29,767)

(92.9)

Total Non-Interest Expense

$

791,829 

$

819,791 

$

(27,962)

(3.4)

%

Non-interest expense in 2025 decreased $28.0 million, or 3.4%, compared to 2024. Excluding the gain on the Sale-Leaseback Transaction, acquisition-related expenses and FultonFirst implementation and asset disposal costs, non-interest expense increased $18.0 million, or 2.3%, in 2025 compared to 2024. The increase in non-interest expense excluding gain on the Sale-Leaseback Transaction, acquisition-related expenses and FultonFirst implementation and asset disposal costs, was primarily due to an $18.0 million increase in salaries and employee benefits expense, driven by higher incentive compensation expense, annual merit increases and lower deferred costs from loan origination activities, and a $4.6 million increase in intangible amortization expense due to amortization of CDI from the Republic First Transaction, partially offset by a decrease of $5.4 million in professional fees largely due to a recovery of previously incurred fees in the first quarter of 2025.

Income Taxes

Income tax expense for 2025 was $94.0 million, a $38.1 million increase compared to 2024. The Corporation's ETR was 19.4% in 2025 compared to 16.2% in 2024. Excluding the impact from the $37.0 million gain on acquisition, net of tax, the Corporation's ETR in 2024 was 18.2%. The increase in income tax expense in 2025 was primarily due to higher taxable income. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and TCIs that generate tax credits under various federal programs.

48

Comparison of 2024 to 2023

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in yields and rates:

2024 versus 2023

Increase (decrease) due to change in

Volume

Yield/Rate

Net

(dollars in thousands)

FTE interest income on:

Net loans(1)

$

128,611 

$

111,229 

$

239,840 

Investment securities

7,513 

26,479 

33,992 

Other interest-earning assets

28,897 

6,335 

35,232 

Total FTE interest income

$

165,021 

$

144,043 

$

309,064 

Interest expense on:

Demand deposits

$

19,480 

$

46,995 

$

66,475 

Savings and money market deposits

15,022 

43,093 

58,115 

Brokered deposits

7,016 

1,040 

8,056 

Time deposits

59,441 

37,568 

97,009 

Borrowings and other interest-bearing liabilities

(22,532)

(4,202)

(26,734)

Total interest expense

$

78,427 

$

124,494 

$

202,921 

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

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 2023, FTE total interest income for 2024 increased $309.1 million due to increases of $144.0 million attributable to changes in yield and $165.0 million attributable to changes in volume. The increase due to changes in yield was largely due to an increase in net loans. The increase due to changes in volume was due to an increase in average net loans.

The yield on average interest-earning assets increased 54 bps in 2024 compared to 2023.

In 2024, interest expense increased $202.9 million compared to 2023, primarily driven by an increase in rate on interest-bearing liabilities resulting in a $124.5 million increase in interest expense. The increase in interest expense attributable to rate was driven by increases in interest-bearing demand deposits, savings and money market deposits and time deposits. The increase in interest expense attributable to volume was $78.4 million primarily driven by increases in time deposits, interest-bearing demand deposits and savings and money market deposits, partially offset by a decrease in borrowings and other interest-bearing liabilities.

The rate on average interest-bearing liabilities increased 58 bps in 2024 compared to 2023.

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

2024

2023

Increase (Decrease)

Balance

Yield

Balance

Yield

$

%

(dollars in thousands)

Real estate - commercial mortgage

$

9,052,738 

6.51 

%

$

7,876,076 

5.97 

%

$

1,176,662 

14.9 

%

Commercial and industrial

4,779,254 

6.67 

4,596,742 

6.27 

182,512 

4.0 

Real estate - residential mortgage

5,925,708 

4.31 

5,079,739 

3.76 

845,969 

16.7 

Real estate - home equity

1,060,520 

7.43 

1,060,396 

6.95 

124 

— 

Real estate - construction

1,275,562 

7.61 

1,247,336 

6.81 

28,226 

2.3 

Consumer

725,308 

6.67 

748,089 

5.94 

(22,781)

(3.0)

Leases and other loans (1)

326,024 

5.77 

320,924 

4.37 

5,100 

1.6 

Total loans

$

23,145,114 

6.08 

%

$

20,929,302 

5.57 

%

$

2,215,812 

10.6%

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

49

During 2024, average net loans increased $2.2 billion, or 10.6%, compared to 2023. The increase in average net loans was primarily due to approximately $2.4 billion of total loans acquired in the Republic First Transaction and outstanding as of December 31, 2024. The yield on total loans increased 51 bps to 6.08% in 2024 compared to 5.57% in 2023.

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

2024

2023

Increase (Decrease)

Balance

Rate

Balance

Rate

$

%

(dollars in thousands)

Noninterest-bearing demand

$

5,394,518 

— 

%

$

5,939,799 

— 

%

$

(545,281)

(9.2)

%

Interest-bearing demand

7,049,915 

1.83 

5,582,930 

1.12 

1,466,985 

26.3 

Savings and money market deposits

7,364,106 

2.45 

6,616,087 

1.85 

748,019 

11.3 

Total demand and savings and money market deposits

19,808,539 

1.56 

18,138,816 

1.02 

1,669,723 

9.2 

Brokered deposits

981,060 

5.27 

847,795 

5.15 

133,265 

15.7 

Time deposits

3,747,029 

4.29 

2,170,245 

2.94 

1,576,784 

72.7 

Total deposits

$

24,536,628 

2.13 

%

$

21,156,856 

1.38 

%

$

3,379,772 

16.0 

%

The cost of total deposits increased 75 bps to 2.13% in 2024 compared to 1.38% in 2023, primarily due to rising interest rates and a change in mix of deposits. Average deposits increased $3.4 billion, or 16.0%, compared to 2023. The increase in average total deposits was primarily due to approximately $3.7 billion of total deposits assumed in the Republic First Transaction and outstanding as of December 31, 2024.

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

2024

2023

Increase (Decrease)

Balance

Rate

Balance

Rate

$

%

(dollars in thousands)

Federal funds purchased

$

51,306 

5.52 

%

$

566,379 

5.30 

%

$

(515,073)

(90.9)

%

Federal Home Loan Bank advances

804,328 

4.30 

922,164 

5.05 

(117,836)

(12.8)

Senior debt and subordinated debt

514,073 

3.66 

539,726 

3.96 

(25,653)

(4.8)

Other borrowings and other interest-bearing liabilities(1)

910,675 

3.66 

743,061 

3.77 

167,614 

22.6 

Total borrowings and other interest-bearing liabilities

$

2,280,382 

4.39 

%

$

2,771,330 

4.54 

%

$

(490,948)

(17.7)

%

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

Average borrowings and other interest-bearing liabilities decreased $490.9 million during 2024 compared to 2023.

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.

See "Note 10 - Borrowings" of the Notes to Consolidated Financial Statements for additional details.

Provision for Credit Losses

The provision for credit losses was $71.6 million in 2024 compared to $54.0 million in 2023. The increase was primarily due to the Republic First Transaction, which included a provision for credit losses of $23.4 million for non-PCD Loans, partially offset by an elevated level of provision for credit losses in the same period in 2023 due to a $13.3 million charge-off for a commercial office loan.

50

Non-Interest Income

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

Increase (Decrease)

2024

2023

$

%

(dollars in thousands)

Wealth management

$

84,743 

$

75,541 

$

9,202 

12.2 

%

Commercial banking:

   Merchant and card

29,186 

29,205 

(19)

— 

   Cash management

28,106 

23,340 

4,766 

20.4 

   Capital markets

11,033 

15,654 

(4,621)

(29.5)

   Other commercial banking

16,657 

12,961 

3,696 

28.5 

Total commercial banking

84,982 

81,160 

3,822 

4.7 

Consumer banking:

  Card

30,914 

26,343 

4,571 

17.4 

  Overdraft

13,764 

11,416 

2,348 

20.6 

  Other consumer banking

10,826 

9,438 

1,388 

14.7 

       Total consumer banking

55,504 

47,197 

8,307 

17.6 

Mortgage banking

13,943 

10,388 

3,555 

34.2 

Other

19,846 

14,125 

5,721 

40.5 

Non-interest income before investment securities gains (losses)

259,018 

228,411 

30,607 

13.4 

Gain on acquisition, net of tax

36,996 

— 

36,996 

N/M

Investment securities (losses) gains, net

(20,283)

(733)

(19,550)

N/M

Total Non-Interest Income

$

275,731 

$

227,678 

$

48,053 

21.1 

%

Non-interest income before investment securities losses and gain on acquisition, net of tax increased $30.6 million, or 13.4%, during 2024 compared to 2023. The increase in non-interest income was partially due to $7.7 million from acquired operations in the Republic First Transaction. The remaining increase of $22.9 million included a $9.2 million increase in wealth management revenues due to an increase in assets under management, a $4.8 million increase in cash management fee income due to an increase in account analysis fees with customers electing to move funds to interest-bearing deposit accounts, a $3.6 million increase in mortgage banking income primarily due to higher loan volumes and spreads, a $1.8 million increase in SBA income largely due to higher loan sale volumes, a $1.6 million increase in income from bank owned life insurance and a $1.7 million increase in debit card fee 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 securities of a similar type and similar duration.

51

Non-Interest Expense

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

Increase (Decrease)

2024

2023

$

%

(dollars in thousands)

Salaries and employee benefits

$

424,733 

$

376,795 

$

47,938 

12.7 

%

Data processing and software

77,882 

66,471 

11,411 

17.2 

Net occupancy

69,359 

58,019 

11,340 

19.5 

Other outside services

47,811 

45,149 

2,662 

5.9 

FDIC insurance

23,829 

25,565 

(1,736)

(6.8)

Equipment

17,850 

14,390 

3,460 

24.0 

Marketing

8,958 

9,004 

(46)

(0.5)

Professional fees

10,681 

8,392 

2,289 

27.3 

Intangible amortization

17,830 

2,944 

14,886 

N/M

Other

71,451 

69,281 

2,170 

3.1 

Subtotal

$

770,384 

$

676,010 

$

94,374 

14.0 

%

Gain on sale-leaseback

(20,266)

— 

(20,266)

N/M

FultonFirst implementation and asset disposals

32,038 

3,197 

28,841 

N/M

Acquisition-related expenses

37,635 

— 

37,635 

N/M

Total non-interest expense

$

819,791 

$

679,207 

$

140,584 

20.7 

%

Non-interest expense in 2024 increased $140.6 million, or 20.7%, compared to 2023. Excluding the gain on the Sale-Leaseback Transaction, acquisition-related expenses and FultonFirst implementation and asset disposal costs, non-interest expense increased $94.4 million, or 14.0%, in 2024 compared to 2023. The increase in non-interest expense was primarily due to $71.9 million from acquired operations in the Republic First Transaction, including $15.7 million of CDI amortization expense, and $21.5 million in salaries and benefits expense driven by annual merit increases, higher incentive compensation expense and lower deferred costs from loan origination activities.

Income Taxes

Income tax expense for 2024 was $55.9 million, an $8.6 million decrease compared to 2023. The Corporation's ETR was 16.2% in 2024. Excluding the impact from the $37.0 million gain on acquisition, net of tax, the Corporation's ETR was 18.2% compared to 18.5% in 2023. The decrease in income tax expense in 2024 resulted primarily from the lower ETR. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and TCIs that generate tax credits under various federal programs.

52

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets:

December 31,

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Assets

Cash and cash equivalents

$

1,061,609 

$

1,063,871 

$

(2,262)

(0.2)

%

FRB and FHLB Stock

121,009 

139,574 

(18,565)

(13.3)

Loans held for sale

16,316 

25,618 

(9,302)

(36.3)

Investment securities

4,833,744 

4,806,468 

27,276 

0.6 

Net loans, less ACL - loans

23,780,422 

23,665,763 

114,659 

0.5 

Net premises and equipment

175,240 

195,527 

(20,287)

(10.4)

Goodwill and intangible assets

612,996 

635,458 

(22,462)

(3.5)

Other assets

1,517,064 

1,539,531 

(22,467)

(1.5)

Total Assets

$

32,118,400 

$

32,071,810 

$

46,590 

0.1 

%

Liabilities and Shareholders' Equity

Deposits

$

26,589,407 

$

26,129,433 

$

459,974 

1.8 

%

Borrowings

1,297,375 

1,782,048 

(484,673)

(27.2)

Other liabilities

741,171 

963,004 

(221,833)

(23.0)

Total Liabilities

28,627,953 

28,874,485 

(246,532)

(0.9)

Total Shareholders' Equity

3,490,447 

3,197,325 

293,122 

9.2 

Total Liabilities and Shareholders' Equity

$

32,118,400 

$

32,071,810 

$

46,590 

0.1 

%

Investment Securities

The table below presents the carrying amount of investment securities:

December 31,

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Available for Sale

State and municipal securities

$

826,693 

$

814,887 

$

11,806 

1.4 

%

Corporate debt securities

214,921 

300,370 

(85,449)

(28.4)

Collateralized mortgage obligations

1,040,078 

788,885 

251,193 

31.8 

Residential mortgage-backed securities

766,717 

989,875 

(223,158)

(22.5)

Commercial mortgage-backed securities

559,450 

516,882 

42,568 

8.2 

   Total AFS investment securities

$

3,407,859 

$

3,410,899 

$

(3,040)

(0.1)

%

Held to Maturity

Residential mortgage-backed securities

$

573,636 

$

537,856 

$

35,780 

6.7 

%

Commercial mortgage-backed securities

852,249 

857,713 

(5,464)

(0.6)

Total HTM investment securities

$

1,425,885 

$

1,395,569 

$

30,316 

2.2 

%

Total investment securities

$

4,833,744 

$

4,806,468 

$

27,276 

0.6 

%

Compared to December 31, 2024, total AFS investment securities at December 31, 2025 decreased $3.0 million, or 0.1%. The decrease in AFS investment securities at December 31, 2025 compared to December 31, 2024 was due to decreases of $223.2 million in residential mortgage-backed securities and $85.4 million in corporate debt securities, partially offset by increases of $251.2 million in collateralized mortgage obligations, $42.6 million in commercial mortgage-backed securities and $11.8 million in state and municipal securities.

53

Compared to December 31, 2024, total HTM investment securities at December 31, 2025 increased $30.3 million, or 2.2%. The increase in HTM investment securities at December 31, 2025 compared to December 31, 2024 was primarily driven by an increase in residential mortgage-backed securities of $35.8 million.

Loans

The following table presents ending net loans outstanding, by type:

December 31,

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Real estate - commercial mortgage

$

9,820,944 

$

9,601,858 

$

219,086 

2.3 

%

Commercial and industrial

4,539,060 

4,605,589 

(66,529)

(1.4)

Real estate - residential mortgage

6,669,993 

6,349,643 

320,350 

5.0 

Real estate - home equity

1,242,831 

1,160,616 

82,215 

7.1 

Real estate - construction

970,298 

1,394,899 

(424,601)

(30.4)

Consumer

564,349 

616,856 

(52,507)

(8.5)

Leases and other loans(1)

337,409 

315,458 

21,951 

7.0 

Net loans

$

24,144,884 

$

24,044,919 

$

99,965 

0.4 

%

(1) Includes unearned income of $36.8 million and $35.6 million as of December 31, 2025 and 2024, respectively.

During 2025, net loans increased $100.0 million, or 0.4%, compared to December 31, 2024. The increase in net loans during 2025 was primarily due to increases in residential mortgage loans and commercial mortgage loans of $320.4 million and $219.1 million, respectively, partially offset by a decrease in construction loans of $424.6 million.

The Corporation does not have a significant concentration of credit risk with any single borrower. As of December 31, 2025, approximately $10.8 billion, or 44.7%, 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.

54

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

December 31,

2025

2024

Real estate(1)

42.3 

%

39.5 

%

Health care

7.0 

6.3 

Manufacturing

7.0 

5.1 

Retail

6.0 

6.6 

Agriculture

5.2 

5.3 

Construction(2)

4.6 

4.3 

Other services

4.5 

5.3 

Wholesale trade

4.2 

3.4 

Hospitality and food services

3.9 

4.0 

Educational services

3.0 

3.0 

Professional, scientific and technical services

2.6 

2.7 

Arts, entertainment and recreation

2.4 

2.4 

Finance and insurance

1.4 

1.6 

Public administration

1.3 

1.3 

Transportation and warehousing

1.3 

1.5 

Administrative and Support

1.0 

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 45.0% owner occupied commercial mortgage loans and 55.0% non-owner occupied commercial mortgage loans as of December 31, 2025. The following table summarizes the non-owner occupied commercial mortgage loan portfolio outstanding balance and the percent to total net loans.

December 31, 2025

December 31, 2024

$

% of Total Net Loans

$

% of Total Net Loans

(dollars in thousands)

Multi-family

$

1,589,802 

6.6 

%

$

1,543,943 

6.4 

%

Retail trade

1,109,612 

4.6 

1,097,712 

4.6 

Industrial

944,807 

3.9 

829,354 

3.4 

Office

730,803 

3.0 

761,929 

3.2 

Hospitality and food services

450,273 

1.9 

470,907 

2.0 

Other

571,371 

2.4 

527,661 

2.2 

Total non-owner occupied commercial mortgage loans

$

5,396,668 

22.4 

%

$

5,231,506 

21.8 

%

55

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

December 31, 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)

$

345,981 

$

357,190 

63 

%

$

339,164 

$

369,758 

62 

%

Washington, D.C.(3)

77,908 

80,943 

72 

87,688 

87,688 

55 

Baltimore (4)

73,161 

74,214 

63 

75,318 

76,453 

58 

New York(5)

69,213 

71,370 

60 

96,129 

100,893 

59 

Other

164,540 

190,325 

60 

163,630 

171,442 

61 

Total office non-owner occupied commercial real estate

$

730,803 

$

774,042 

63 

%

$

761,929 

$

806,234 

60 

%

(1) Weighted average LTV as of origination.

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

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

(4) Baltimore-Columbia-Towson, MD.

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

The non-owner occupied commercial mortgage office loan portfolio table above excludes commercial construction loans secured by office property collateral with no total outstanding balance and total outstanding loan commitments of $1.1 million as of December 31, 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:

December 31, 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)

$

706,637 

$

723,133 

61 

%

$

707,826 

$

738,256 

62 

%

Lancaster, PA

157,997 

159,485 

47 

135,891 

146,593 

69 

New York(3)

117,055 

118,819 

59 

124,321 

130,238 

64 

Baltimore(4)

114,523 

114,523 

54 

108,384 

108,680 

59 

Washington, D.C.(5)

67,666 

72,190 

51 

28,145 

31,121 

48 

Other

425,924 

477,162 

57 

439,376 

479,884 

59 

Total multi-family non-owner occupied commercial real estate

$

1,589,802 

$

1,665,312 

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 portfolio table above excludes commercial construction loans secured by multi-family property collateral with a total outstanding loan balance of $196.5 million and outstanding loan commitments of $388.6 million as of December 31, 2025.

56

The following table presents the changes in non-accrual loans for the years ended December 31:

Commercial  and

Industrial

Real Estate -

Commercial

Mortgage

Real Estate -

Construction

Real Estate -

Residential

Mortgage

Consumer and

Real Estate -

Home Equity

Leases and Other Loans

Total

(dollars in thousands)

Balance at December 31, 2023

$

39,952 

$

44,805 

$

1,341 

$

20,824 

$

4,805 

$

9,893 

$

121,620 

Additions

70,700 

94,887 

1,406 

11,067 

15,066 

7,759 

200,885 

Payments

(33,580)

(25,757)

(130)

(4,780)

(2,414)

(825)

(67,486)

Charge-offs

(26,585)

(13,186)

— 

(1,472)

(8,490)

(4,696)

(54,429)

Transfers to OREO

(90)

(133)

(871)

(97)

(190)

— 

(1,381)

Transfers to accrual status

(8,180)

(1,119)

— 

(142)

(178)

(297)

(9,916)

Balance at December 31, 2024

42,217 

99,497 

1,746 

25,400 

8,599 

11,834 

189,293 

Additions

57,874 

136,402 

25,980 

11,076 

8,601 

2,347 

242,280 

Payments

(31,150)

(122,440)

(20,439)

(6,085)

(3,339)

(10,647)

(194,100)

Charge-offs

(20,787)

(36,518)

(5,386)

(1,054)

(6,261)

(2,346)

(72,352)

Transfers to OREO

— 

— 

(240)

(1,271)

(50)

— 

(1,561)

Transfers to accrual status

(4,051)

(4,891)

— 

(315)

(421)

(10)

(9,688)

Balance at December 31, 2025

$

44,103 

$

72,050 

$

1,661 

$

27,751 

$

7,129 

$

1,178 

$

153,872 

During 2025, non-accrual loans decreased $35.4 million, or 18.7%, largely due to payments and charge-offs, partially offset by additions to non-accrual loans. During 2025, non-accrual loans as a percentage of net loans decreased to 0.64% compared to 0.79% as of December 31, 2024.

The following table presents non-performing assets:

December 31,

2025

2024

2023

(dollars in thousands)

Non-accrual loans(1)(2)

$

153,872 

$

189,293 

$

121,620 

Loans 90 days or more past due and still accruing(2)

29,924 

30,781 

31,721 

Total non-performing loans and leases

183,796 

220,074 

153,341 

OREO(3)

1,365 

2,621 

896 

Total non-performing assets

$

185,161 

$

222,695 

$

154,237 

Non-accrual loans to total loans

0.64 

%

0.79 

%

0.57 

%

Non-performing loans to total loans

0.76 

%

0.92 

%

0.72 

%

Non-performing assets to total assets

0.58 

%

0.69 

%

0.56 

%

ACL to non-performing loans

198 

%

172 

%

191 

%

(1) The amount of interest income on non-accrual loans that was recognized in 2025, 2024 and 2023 was approximately $2.8 million, $1.0 million and

$1.5 million in income, respectively.

(2) Accrual of interest is generally discontinued when a loan becomes 90 days past due. In certain cases a loan may be placed on non-accrual status prior to being

90 days delinquent if there is an indication that the borrower is having difficulty making payments or the Corporation believes it is probable that all amounts

will not be collected according to the contractual terms of the agreement. When interest accruals are discontinued, unpaid interest previously credited to

income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive

months or the loan is considered to be adequately secured and in the process of collection. Certain loans, primarily adequately collateralized residential

mortgage loans, may continue to accrue interest after reaching 90 days past due.

(3) Excludes $19.1 million, $17.5 million and $10.9 million of residential mortgage properties for which formal foreclosure proceedings were in process as of

December 31, 2025, 2024 and 2023, respectively.

57

The following table presents non-performing loans:

December 31,

2025

2024

2023

(dollars in thousands)

Real estate - commercial mortgage

$

74,981

$

102,359

$

46,527

Commercial and industrial

47,756

43,677

41,020

Real estate - residential mortgage

45,569

45,901

42,029

Real estate - home equity

11,084

13,349

10,079

Real estate - construction

2,267

1,746

2,876

Consumer

791

1,025

799

Leases and other loans

1,348

12,017

10,011

Total non-performing loans

$

183,796

$

220,074

$

153,341

Non-performing loans to total loans

0.76 

%

0.92 

%

0.72 

%

The following table presents the amortized cost basis of loans modified to borrowers experiencing financial difficulty:

December 31,

2025

2024

(dollars in thousands)

Real estate - commercial mortgage

$

81,548 

$

20,501 

Commercial and industrial

30,493 

3,913 

Real estate - residential mortgage

8,828 

13,969 

Real estate - home equity

372 

379 

Real estate - construction

30,454 

595 

Total

$

151,695 

$

39,357 

The following table summarizes OREO, by property type:

December 31,

2025

2024

2023

(dollars in thousands)

Commercial properties

$

240 

$

1,888 

$

165 

Residential properties

1,125 

733 

229 

Undeveloped land

— 

— 

502 

Total OREO

$

1,365 

$

2,621 

$

896 

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, construction loans to commercial borrowers 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.

58

Total internally risk-rated loans were $15.4 billion as of December 31, 2025 and 2024, of which $1.5 billion and $1.8 billion were criticized and classified loans, respectively. The following table presents criticized and classified loans, or those with internal risk ratings of special mention or substandard or lower for commercial mortgages, 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

December 31,

December 31,

December 31,

2025

2024

$

%

2025

2024

$

%

2025

2024

(dollars in thousands)

Real estate - commercial mortgage

$

412,685 

$

531,423 

$

(118,738)

(22.3)

%

$

531,491 

$

522,377 

$

9,114 

1.7 

%

$

944,176 

$

1,053,800 

Commercial and industrial

220,022 

238,809 

(18,787)

(7.9)

243,786 

335,246 

(91,460)

(27.3)

463,808 

574,055 

Real estate - construction(3)

30,416 

161,310 

(130,894)

(81.1)

9,142 

47,183 

(38,041)

(80.6)

39,558 

208,493 

Leases and other loans

3,415 

— 

3,415 

N/M

6,487 

— 

6,487 

N/M

9,902 

— 

Total

$

666,538 

$

931,542 

$

(265,004)

(28.4)

%

$

790,906 

$

904,806 

$

(113,900)

(12.6)

%

$

1,457,444 

$

1,836,348 

% of total risk-rated loans

4.3%

6.1%

5.1%

5.9%

9.4%

11.9%

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

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

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

Total criticized and classified loans decreased $378.9 million, or 20.6%, compared to December 31, 2024.

Special mention loans decreased $265.0 million as of December 31, 2025 compared to December 31, 2024. Substandard or lower loans decreased $113.9 million as of December 31, 2025 compared to December 31, 2024.

The decrease in total criticized and classified loans was primarily driven by loan sales, repayments and risk rating upgrades.

The following table presents, by class segment, a summary of delinquency status and rates, as a percentage of loans in each portfolio and in total, that do not have internal risk ratings:

Delinquent(1)

Non-performing(2)

Total

December 31,

December 31,

December 31,

December 31,

December 31,

December 31,

2025

2024

2025

2024

2025

2024

$

%

$

%

$

%

$

%

$

%

$

%

(dollars in thousands)

Consumer and real estate - home equity

$

25,001 

1.38 

%

$

16,241 

0.91 

%

$

11,873 

0.66 

%

$

14,374 

0.81 

%

$

36,874 

2.04 

%

$

30,615 

1.72 

%

Real estate - residential mortgage

56,158 

0.84 

65,539 

1.03 

45,569 

0.68 

45,901 

0.72 

101,727 

1.53 

111,440 

1.76 

Real estate - construction

6,253 

2.58 

5,302 

2.42 

2,012 

0.83 

1,406 

0.64 

8,265 

3.40 

6,708 

3.06 

Leases and other loans

— 

— 

374 

0.12 

— 

— 

12,017 

3.81 

— 

— 

12,391 

3.93 

Total

$

87,412 

1.00 

%

$

87,456 

1.01 

%

$

59,454 

0.68 

%

$

73,698 

0.85 

%

$

146,866 

1.68 

%

$

161,154 

1.86 

%

(1) Includes accruing loans 30 days to 89 days past due.

(2) Includes accruing loans 90 days or more past due and non-accrual loans and leases.

59

Allowance for Credit Losses

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:

December 31,

December 31,

December 31,

2025

2024

2023

(dollars in thousands)

Net loans

$

24,144,884

$

24,044,919

$

21,351,094

Average balance of net loans

$

23,995,200

$

23,145,114

$

20,929,302

Balance of ACL at beginning of period

$

379,156

$

293,404

$

269,366

CECL Day 1 Provision(1)

—

23,444

—

Initial PCD allowance for credit losses

—

54,631

—

Loans charged off:

Real estate - commercial mortgage

(36,518)

(13,186)

(17,999)

  Commercial and industrial

(20,787)

(26,585)

(9,246)

Real estate - residential mortgage

(1,053)

(1,472)

(62)

Consumer and real estate - home equity

(8,817)

(8,490)

(7,514)

Real estate - construction

(5,386)

—

—

Leases and other loans

(5,637)

(4,696)

(4,380)

Total loans charged off

(78,198)

(54,429)

(39,201)

Recoveries of loans previously charged off:

Real estate - commercial mortgage

5,447

603

1,076

Commercial and industrial

18,377

4,440

3,473

Real estate - residential mortgage

640

472

421

Consumer and real estate - home equity

3,146

3,357

3,198

Real estate - construction

227

382

858

Leases and other loans

780

730

1,103

Total recoveries of loans previously charged-off

28,617

9,984

10,129

Net loans charged off (recoveries)

(49,581)

(44,445)

(29,072)

Provision for credit losses(1)(2)

34,887

52,122

53,110

Balance of ACL at end of period

$

364,462

$

379,156

$

293,404

Provision for OBS credit exposures(1)

$

811

$

(3,930)

$

926

Reserve for OBS credit exposures(3)

$

14,972

$

14,161

$

17,254

Selected Asset Quality Ratios %:

Net charge-offs to average loans

0.21 

%

0.19 

%

0.14 

%

ACL - loans to total net loans

1.51 

1.58 

1.37 

Non-performing assets(4) to total assets

0.58 

0.69 

0.56 

Non-accrual loans to total net loans

0.64 

0.79 

0.57 

ACL - loans to non-performing loans

198 

172 

191 

ACL - loans to non-accrual loans

237 

200 

241 

(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.

(4) Includes accruing loans past due 90 days or more.

The provision for credit losses for 2025 was $35.7 million compared to a provision for credit losses of $71.6 million in 2024. The decrease in the provision for credit losses was primarily driven by a $23.4 million CECL Day 1 Provision related to the Republic First Transaction in 2024. Additionally, included in the ACL as of December 31, 2024 was $54.6 million recorded for PCD Loans acquired in the Republic First Transaction.

60

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 8. Financial Statements" for additional details.

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

December 31, 2025

December 31, 2024

December 31, 2023

ACL - loans

% to Total ACL - loans(1)

% to Total Net Loans(2)

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

$

157,302 

43.2 

%

40.7 

%

$

158,181 

41.7 

%

39.9 

%

$

112,565 

38.4 

%

38.1 

%

Commercial and industrial

77,740 

21.3 

18.8 

92,212 

24.3 

19.2

74,266 

25.3 

21.3 

Real estate - residential mortgage

88,961 

24.4 

27.6 

81,331 

21.5 

26.4

73,286 

25.0 

24.9 

Consumer, home equity and leases and other loans

29,563 

8.1 

8.9 

22,292 

5.9 

8.7

20,992 

7.1 

9.9 

Real estate - construction

10,896 

3.0 

4.0 

25,140 

6.6 

5.8

12,295 

4.2 

5.8 

  Total

$

364,462 

100.0 

%

100.0 

%

$

379,156 

100.0 

%

100.0 

%

$

293,404 

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.

Management believes that the $364.5 million ACL - loans as of December 31, 2025 is sufficient to cover expected credit losses in the loan portfolio.

Deposits and Borrowings

The following table presents ending deposits, by type:

December 31,

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

Noninterest-bearing demand

$

5,256,096 

$

5,499,760 

$

(243,664)

(4.4)

%

Interest-bearing demand

7,970,188 

7,843,604 

126,584 

1.6 

Savings and money market deposits

8,512,829 

7,792,114 

720,715 

9.2 

Total demand and savings

21,739,113 

21,135,478 

603,635 

2.9 

Brokered deposits

855,042 

843,857 

11,185 

1.3 

Time deposits

3,995,252 

4,150,098 

(154,846)

(3.7)

Total deposits

$

26,589,407 

$

26,129,433 

$

459,974 

1.8 

%

During 2025, total deposits increased by $460.0 million, or 1.8%, compared to December 31, 2024. The increase in total deposits was primarily due to increases in savings and money market deposits and interest-bearing demand deposits of $720.7 million and $126.6 million respectively, partially offset by decreases in noninterest-bearing demand deposits and time deposits of $243.7 million and $154.8 million, respectively.

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

61

The following table presents ending borrowings, by type:

December 31,

Increase (Decrease)

2025

2024

$

%

(dollars in thousands)

FHLB advances

$

250,000 

$

850,000 

$

(600,000)

(70.6)

%

Senior debt and subordinated debt

367,637 

367,316 

321 

N/M

Other borrowings(1)

679,738 

564,732 

115,006 

20.4 

Total borrowings

$

1,297,375 

$

1,782,048 

$

(484,673)

(27.2)

%

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

During 2025, total borrowings decreased $484.7 million, or 27.2%, compared to December 31, 2024. The decrease in total borrowings was primarily due to a decrease in FHLB advances of $600.0 million, partially offset by increases in other borrowings of $115.0 million.

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.

See "Note 10 - Borrowings" in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" for details of borrowings.

Other Liabilities

During 2025, other liabilities decreased $221.8 million, or 23.0%, compared to December 31, 2024, primarily due to decreases in derivative-related liabilities, accrued taxes and other accrued expenses and payables.

Shareholders' Equity

During 2025, total shareholders' equity increased $293.1 million, or 9.2%, to $3.5 billion, or 10.9% of total assets, as of December 31, 2025. The increase in total shareholders' equity was largely due to a $249.0 million increase in retained earnings primarily from $391.6 million of net income for the year, partially offset by $142.6 million of dividends declared. See "Note 15 - Shareholders' Equity" in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" for details of accumulated comprehensive loss.

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 CET1 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.

62

As of December 31, 2025, the Corporation's capital levels met the minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

As of December 31, 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, CET1 risk-based and Tier I leverage ratios as set forth in the Capital Rules. There were no other conditions or events in 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:

December 31,

2025

December 31,

2024

Regulatory

Minimum

for Capital

Adequacy

With Capital Conservation Buffers

Total Risk-Based Capital (to Risk-Weighted Assets)

15.2%

14.3%

8.0%

10.5%

Tier I Risk-Based Capital (to Risk-Weighted Assets)

11.8%

11.5%

6.0%

8.5%

CET1 (to Risk-Weighted Assets)

12.6%

10.8%

4.5%

7.0%

Tier I Leverage Capital (to Average Assets)

9.7%

9.0%

4.0%

4.0%

Contractual Obligations and Off-Balance Sheet Arrangements

The Corporation has various financial obligations that require future cash payments. These obligations include payments for liabilities recorded on the Corporation's Consolidated Balance Sheets as well as contractual obligations for purchased services.

Contractual purchase obligations to third parties that were fixed and determinable of approximately $55.6 million and $72.4 million at December 31, 2025 and 2024, respectively, include information technology, telecommunication and data processing outsourcing contracts. The decrease is primarily due to contract changes to annual renewals.

The following table summarizes the contractual purchase obligations for each of the next five years (dollars in thousands):

Year

2026

$

29,523 

2027

10,936 

2028

8,425 

2029

6,726 

2030

— 

Total

$

55,610 

The Corporation is a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit and interest rate risk that are not recognized on the Consolidated Balance Sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign or domestic trade transactions for customers. Commitments and standby and commercial letters of credit do not necessarily represent future cash needs, as they may expire without being drawn.

63

The following table presents the Corporation's commitments to extend credit and letters of credit as of December 31, 2025 (dollars in thousands):

Commercial and industrial

$

4,975,873 

Real estate - commercial mortgage and real estate - construction

1,477,796 

Real estate - home equity

2,256,494 

Total commitments to extend credit

$

8,710,163 

Standby letters of credit

$

311,697 

Commercial letters of credit

29,842 

Total letters of credit

$

341,539 

64