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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 170 added, 193 removed, 741 unchanged (33% of the section changed)

7 unchanged sentences

Offsetting these revenue sources are provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.

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:

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Net charge-offs to average loans, annualized 0.21 % 0.19 % 0.14 %

(1) Ratio represents a financial measure derived by methods other than GAAP.

(1) Represents a financial measure derived by methods other than GAAP.

See reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure under the "Supplemental Reporting of Non-GAAP Based Financial Measures" section of Management's Discussion.

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

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

On the Acquisition Date, Fulton Bank acquired substantially all of the assets and assumed substantially all of the deposits and certain liabilities of Republic First Bank from the FDIC, as receiver for Republic First Bank.

As part of the Republic First Transaction, the Bank acquired approximately $4.8 billion of assets of Republic First Bank and assumed approximately $5.6 billion of liabilities of Republic First Bank.

The Bank received approximately $0.8 billion of cash from the FDIC in connection with the Republic First Transaction.

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

In connection with the Republic First Transaction, Fulton Bank made a $5.0 million donation to the Fulton Forward Foundation to provide additional impact grants to nonprofit community organizations across the region that share the Bank’s vision of advancing economic empowerment, particularly in underserved communities.

During the fourth quarter of 2024, as part of the Bank's Republic First Transaction integration, the Corporation closed 13 of the Bank's financial center locations and consolidated the operations of those locations into nearby financial center locations operated by the Bank.

The premises and equipment of the 13 locations included five locations owned by the Bank and eight locations leased by the Bank.

The Corporation recorded pre-tax costs of approximately $9.8 million reflected in acquisition-related expenses in the Consolidated Statements of Income for the year ended December 31, 2024, consisting of write-offs of premises and equipment and related expenses, severance expenses and lease termination charges.

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

Financial Statements."

Common Stock Offering

On May 1, 2024, the Corporation completed its underwritten public offering of 19,166,667 shares of its common stock at a price to the public of $15.00 per share, before underwriting discounts.

The net proceeds to the Corporation from the offering after deducting underwriting discounts and transaction expenses were approximately $272.6 million.

Sale-Leaseback Transaction

On May 10, 2024, the Bank and Fulton Financial Realty Company, a wholly owned subsidiary of the Corporation, entered into the Sale-Leaseback Transaction and received an aggregate cash purchase price of $55.4 million.

The Bank leased each of the locations sold in the Sale-Leaseback Transaction for an initial term of 15 years, with the option to extend the term of each for up to three successive terms of up to five years each.

The Corporation recorded a pre-tax gain, after deduction of transaction-related expenses, of approximately $20.3 million in connection with the Sale-Leaseback Transaction during the second quarter of 2024.

See "Note 18 - Leases" in the Notes to Consolidated Financial Statements in "Item 1.

Financial Statements."

Securities Restructuring

In May 2024, the Corporation sold approximately $345.7 million AFS securities and recorded a pre-tax loss of $20.3 million during the second quarter of 2024.

The proceeds from the sale were reinvested into higher-yielding securities of a similar type and similar duration.

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 Consolidated Financial Statements in "Item 1.

Financial Statements."

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 $1.57 for the year ended December 31, 2024, a $0.07 decrease compared to $1.64 in 2023.

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:

• Preliminary gain on acquisition of $37.0 million (net of tax).

• CDI of $92.6 million in connection with the Republic First Transaction resulting in intangible amortization expense of $15.7 million.

• Provision for credit losses of $23.4 million related to non-PCD Loans acquired in the Republic First Transaction.

• Acquisition-related expenses of $37.6 million.

• FultonFirst implementation and asset disposal costs of $32.0 million.

In the fourth quarter of 2024, in connection with the FultonFirst initiative, the Corporation recorded pre-tax costs of $8.5 million in connection with the Corporation's plan to consolidate 15 financial centers in early 2025.

The pre-tax costs of $8.5

million consisted of write-offs of premises and equipment and related expenses, severance expenses and lease termination charges.

• 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 t he 2025 Repurchase Program.

Supplemental Reporting of Non-GAAP Based Financial Measures

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Net income available to common shareholders $ 381,361 $ 278,495 $ 274,032

Other revenue (1,805) 1,855 —

(5,858) (1,805) 1,855

Gain on acquisition, net of tax — (36,996) —

10 unchanged sentences

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

2 unchanged sentences

Net income $ 391,609 $ 288,743 $ 284,280

Other revenue (1,805) 1,855 —

(5,858) (1,805) 1,855

Gain on acquisition, net of tax — (36,996) —

12 unchanged sentences

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.

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

Other revenue (1,805) 1,855 —

(5,858) (1,805) 1,855

Gain on acquisition, net of tax — (36,996) —

12 unchanged sentences

Average tangible common shareholders' equity (denominator) $ 2,530,000 $ 2,217,608 $ 1,876,513

Return on average common shareholders' equity (tangible) 14.81 % 15.21 % 16.08 %

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

2 unchanged sentences

Non-interest expense $ 791,829 $ 819,791 $ 679,207

Amortization of tax credit investments — — (2,783)

Intangible amortization (22,462) (17,830) (2,944)

14 unchanged sentences

CRITICAL ACCOUNTING POLICIES

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, 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 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.

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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 that are based on the projected performance of specific economic variables that are statistically correlated with historical PD rates.

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.

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

The increase of $85.8 million was primarily a result of the Republic First Transaction, which included $54.6 million for PCD Loans and $23.4 million recorded through the provision for credit losses at the Acquisition Date for non-PCD Loans.

The Corporation performs loan loss sensitivity analysis on a quarterly basis to determine the impact of varying economic conditions based on third-p arty forecasts.

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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 $55.9 million and $64.4 million for the years ended December 31, 2024 and December 31, 2023, respectively.

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

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Net Interest Income

FTE net interest income was $978.2 million for the year ended December 31, 2024, an increase of $106.1 million, compared to $872.1 million for the same period in 2023.

For the twelve months ended December 31, 2024 and December 31, 2023, NIM was 3.42%.

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.

3 unchanged sentences

2025 2024 2023

Balance Interest (1)

Balance Interest Yield/

(dollars in thousands)

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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

3 unchanged sentences

Net interest income $ 1,036,347 $ 960,325 $ 854,286

(1) Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances.

(2) Average balances include non-performing loans.

(3) Average balances include amortized historical cost for AFS securities;

(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.

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Total interest expense $ 11,642 $ (52,986) $ (41,344)

(1) Average balance includes non-performing loans.

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

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 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.

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.

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

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

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.

Overall, the increase in average net loans was largely driven by increases in average commercial mortgage loans, average residential mortgage loans and average commercial and industrial loans of $1.2 billion, $846.0 million and $182.5 million, respectively.

The yield on total loans increased 51 bps to 6.08% in 2024 compared to 5.57% in 2023.

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:

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Total deposits $ 26,284,011 1.96 % $ 24,536,628 2.13 % $ 1,747,383 7.1 %

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.

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 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.

The increase in average deposits occurred primarily in average time deposits, average interest-bearing demand deposits and average savings and money market deposits, which increased $1.6 billion, $1.5 billion and $748.0 million, respectively, partially offset by a decrease in average noninterest-bearing demand deposits of $545.3 million.

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

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)

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Federal funds purchased $ 288 4.51 % $ 51,306 5.52 % $ (51,018) (99.4) %

Federal Home Loan Bank advances 804,328 4.30 922,164 5.05 (117,836) (12.8) %

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)

3 unchanged sentences

(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.

The decrease in average borrowings and other interest-bearing liabilities was primarily due to decreases in federal funds purchased and average FHLB advances of $515.1 million and $117.8 million, respectively, partially offset by an increase in average other interest-bearing liabilities of $167.6 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" of the Notes to Consolidated Financial Statements for additional details.

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

Provision for Credit Losses

The provision for credit losses was $35.7 million in 2025 compared to $71.6 million in 2024.

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.

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

17 unchanged sentences

Other 21,457 19,846 1,611 8.1

Non-interest income before investment securities gains (losses) and gain on acquisition, net of tax 259,018 228,411 30,607 13.4

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, net (20,283) (733) (19,550) 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 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 $4.3 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 securities and recorded a pre-tax loss of $20.3 million.

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.

8 unchanged sentences

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)

2 unchanged sentences

Professional fees 5,321 10,681 (5,360) (50.2)

Intangible amortization 17,830 2,944 14,886 N/M

Other 79,649 71,451 8,198 11.5

1 unchanged sentence

Gain on Sale-Leaseback Transaction — (20,266) 20,266 N/M

Acquisition-related expenses 37,635 — 37,635 N/M

FultonFirst implementation and asset disposals 32,038 3,197 28,841 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 2024 increased $140.6 million, or 20.7%, compared to 2023.

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 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 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 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 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.

16 unchanged sentences

Time deposits 59,441 37,568 97,009

Borrowings 56,410 30,961 87,371

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.

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

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, partially offset by decreases in average other interest-earning assets and investment securities.

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 2023, interest expense increased $335.7 million compared to 2022, primarily driven by an increase in rate on interest-bearing

liabilities resulting in a $252.9 million increase in interest expense.

The increase in interest expense attributable to rate was driven by the increases in savings and money market deposits, interest-bearing demand deposits, time deposits, borrowings and other interest-bearing liabilities and brokered deposits.

The increase in interest expense attributable to volume was $82.9 million, primarily driven by increases in borrowings and other interest-bearing liabilities and brokered deposits.

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

14 unchanged sentences

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

During 2023, average loans increased $1.8 billion, or 9.3%, compared to 2022.

The increase was largely driven by increases in average residential mortgage loans, average commercial and industrial loans, average commercial mortgage loans, average consumer loans and average construction loans of $818.2 million, $366.6 million, $352.3 million, $178.8 million and $68.8 million, respectively.

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.

7 unchanged sentences

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 847,795 5.15 262,359 1.56 585,436 N/M

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

1 unchanged sentence

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 decreased $297.7 million driven by a $1.6 billion decrease in average noninterest-bearing demand deposits, partially offset by increases in average brokered deposits, average time deposits and average savings and money market deposits of $585.4 million, $552.4 million and $157.9 million, respectively.

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

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)

1 unchanged sentence

(dollars in thousands)

Federal funds purchased $ 566,379 5.30 % $ 91,125 3.21 % $ 475,254 N/M

Federal Home Loan Bank advances 922,164 5.05 194,295 3.77 727,869 N/M

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)

3 unchanged sentences

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

Average borrowings and other interest-bearing liabilities increased $1.4 billion during 2023 compared to 2022, primarily as a result of an increase in average net loans and a decrease in average total deposits.

Average FHLB advances, average federal funds purchased and average other borrowings and other interest-bearing liabilities increased $727.9 million, $475.3 million and $234.5 million, respectively.

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.

Non-Interest Income

18 unchanged sentences

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 gains (losses) increased $1.3 million, or 0.6%, during 2023 compared to 2022.

The increase in non-interest income was primarily due to increases in commercial banking revenues of $5.4 million, largely driven by an increase in commercial customer interest rate swap fee income reflected in capital markets, an increase in wealth management of $2.7 million, due to an increase in assets under management, and an increase in the cash surrender value of bank owned life insurance agreements of $1.7 million, reflected in other non-interest income, partially offset by decreases in mortgage banking income of $3.8 million, mainly due to lower sales volumes and lower gains on sales margins, consumer banking income of $2.3 million, driven largely by decreases in overdraft fees, and a $1.8 million reduction in other non-interest income to reflect market valuation movement in certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions resulting from the transition from LIBOR to SOFR.

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.

Non-Interest Expense

11 unchanged sentences

Professional fees 10,681 8,392 2,289 27.3

Intangible amortization 2,944 1,731 1,213 70.1

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

2 unchanged sentences

Non-interest expense in 2024 increased $140.6 million, or 20.7%, compared to 2023.

Excluding acquisition-related expenses of $10.3 million in 2022 and FultonFirst initiatives of $3.2 million in 2023, non-interest expense increased $52.6 million, or 8.4%, in 2023 compared to 2022.

The increase in noninterest expense, excluding acquisition-related expenses and FultonFirst initiatives, was primarily due to increases of $19.9 million in salaries and employee benefits expense, $13.0 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, and the special assessment of $6.5 million charged to recover the loss to the DIF in connection with the closures of certain banks in 2023, $8.0 million in other outside services expense largely due to a number of corporate initiatives, $6.2 million in data processing and software expense due to ongoing investment in technology and customer growth and $2.1 million in marketing expense primarily due to a targeted customer deposit acquisition program and brand marketing campaigns.

The $19.9 million increase in salaries and employee benefits expense was largely due to annual merit increases, an increase in the number of employees, higher healthcare claims expense and higher pension expense.

Income tax expense for 2023 was $64.4 million, a $4.4 million increase compared to 2022.

The ETR was 18.5% in 2023 compared to 17.3% in 2022.

The increase in income tax expense in 2023 resulted primarily from the higher ETR.

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.

10 unchanged sentences

Net premises and equipment 175,240 195,527 (20,287) (10.4)

Goodwill and net intangible assets 635,458 560,687 74,771 13.3

Goodwill and intangible assets 612,996 635,458 (22,462) (3.5)

Other assets 1,517,064 1,539,531 (22,467) (1.5)

13 unchanged sentences

Available for Sale

Government securities $ — $ 42,161 $ (42,161) N/M

Government-sponsored agency securities — 1,010 (1,010) N/M

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 788,885 111,434 677,451 N/M

Residential mortgage-backed securities 989,875 196,795 793,080 N/M

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 available for sale securities $ 3,410,899 $ 2,398,352 $ 1,012,547 42.2 %

Total AFS investment securities $ 3,407,859 $ 3,410,899 $ (3,040) (0.1) %

Held to Maturity

1 unchanged sentence

Commercial mortgage-backed securities 852,249 857,713 (5,464) (0.6)

Total held to maturity securities $ 1,395,569 $ 1,267,922 $ 127,647 10.1 %

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, 2023, total AFS securities at December 31, 2024 increased $1.0 billion, or 42.2%.

The increase in AFS securities at December 31, 2024 compared to December 31, 2023 was due to increases in residential mortgage-backed

securities and collateralized mortgage obligations of $793.1 million and $677.5 million, respectively, partially offset by decreases in state and municipal securities and corporate debt securities of $257.1 million and $140.2 million, respectively.

Compared to December 31, 2023, total HTM securities at December 31, 2024 increased $127.6 million, or 10.1%.

The increase in HTM securities at December 31, 2024 compared to December 31, 2023 was largely driven by an increase in residential mortgage-backed securities of $130.8 million.

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.

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.

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

4 unchanged sentences

Commercial and industrial 4,539,060 4,605,589 (66,529) (1.4)

4,605,589 4,545,552 60,037 1.3

Real estate - residential mortgage 6,669,993 6,349,643 320,350 5.0

5 unchanged sentences

Net loans $ 24,144,884 $ 24,044,919 $ 99,965 0.4 %

(1) Includes no unearned income for December 31, 2024 and $41.0 thousand at December 31, 2023.

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

During 2024, net loans increased $2.7 billion, or 12.6%, compared to December 31, 2023.

The increase in net loans during 2024 was primarily due to $2.4 billion of net loans acquired in the Republic First Transaction and outstanding as of December 31, 2024.

The overall increase in net loans was largely due to increases in commercial mortgage loans and residential mortgage loans, of $1.5 billion and $1.0 billion, 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.

1 unchanged sentence

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 loans.

Additionally, management monitors the loan portfolio throughout the year taking into account, among other things, the size, complexity and level risk of loans and individual borrowers.

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.

In 2024, the Corporation identified the office and multi-family commercial mortgage loan portfolios as posing heightened risks and consequently moderated the volume of new loan originations.

The Corporation takes a risk-based approach when reviewing a specific loan portfolio, such as the office loan or multi-family loan portfolios.

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.

2 unchanged sentences

42.3 % 39.5 %

Retail 6.6 3.3

Health care 7.0 6.3

Agriculture 5.3 5.6

Other services 5.3 4.5

Manufacturing 7.0 5.1

Retail 6.0 6.6

Agriculture 5.2 5.3

Construction (2)

Hospitality and food services 4.0 3.6

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

2 unchanged sentences

Finance and insurance 1.4 1.6

Transportation and warehousing 1.5 1.7

Public administration 1.3 1.3

Transportation and warehousing 1.3 1.5

Administrative and Support 1.0 1.2

2 unchanged sentences

(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

and appraising real estate.

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 46% owner occupied commercial mortgage loans and 54% of non-owner occupied commercial mortgage loans as of December 31, 2024.

The following table summarizes the non-owner occupied commercial mortgage loan portfolio and the percent to total net loans.

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)

13 unchanged sentences

$ 345,981 $ 357,190 63 % $ 339,164 $ 369,758 62 %

96,129 100,893 59 60,149 62,565 71

Washington, D.C.

2 unchanged sentences

73,161 74,214 63 75,318 76,453 58

69,213 71,370 60 96,129 100,893 59

Other 164,540 190,325 60 163,630 171,442 61

2 unchanged sentences

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

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

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

(4) Baltimore-Columbia-Towson, MD.

The commercial mortgage office non-owner occupied loan portfolio table above excludes commercial construction loans secured by office property collateral with a total outstanding balance of $52.5 million and outstanding loan commitment of $57.4 million as of December 31, 2024.

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

(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

4 unchanged sentences

$ 706,637 $ 723,133 61 % $ 707,826 $ 738,256 62 %

Lancaster, PA 157,997 159,485 47 135,891 146,593 69

117,055 118,819 59 124,321 130,238 64

3 unchanged sentences

67,666 72,190 51 28,145 31,121 48

Lancaster, PA 135,891 146,593 69 159,691 169,437 66

Other 425,924 477,162 57 439,376 479,884 59

3 unchanged sentences

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

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

(4) Baltimore-Columbia-Towson, MD.

The commercial mortgage multi-family non-owner occupied loan portfolio table above excludes commercial construction loans secured by multi-family property collateral with a total outstanding loan balance of $405.2 million and outstanding loan commitment of $693.4 million as of December 31, 2024.

(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.

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

20 unchanged sentences

Balance at December 31, 2025 $ 44,103 $ 72,050 $ 1,661 $ 27,751 $ 7,129 $ 1,178 $ 153,872

During 2024, non-accrual loans increased $67.7 million, or 55.6%, largely due to additions to non-accrual loans, partially offset by payments and charge-offs.

During 2024, non-accrual loans as a percentage of net loans increased to 0.79%, compared to 0.57% as of December 31, 2023.

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:

13 unchanged sentences

(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

million, respectively.

$1.5 million in income, respectively.

(2) Accrual of interest is generally discontinued when a loan becomes 90 days past due.

30 unchanged sentences

Total $ 151,695 $ 39,357

There were no loans modified due to borrowers experiencing financial difficulty that defaulted during 2024.

The following table summarizes OREO, by property type:

6 unchanged sentences

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 and construction loans to commercial borrowers, 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, consumer loans and leases and other loans is based on payment history through the monitoring of delinquency levels and trends.

Total internally risk-rated loans were $15.4 billion and $13.7 billion as of December 31, 2024 and 2023, respectively, of which $1.8 billion and $925.0 million 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 and construction loans to commercial borrowers, by class segment:

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.

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)

7 unchanged sentences

Real estate - construction (3)

161,310 38,520 122,790 N/M 47,183 26,771 20,412 76.2 208,493 65,291

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

2 unchanged sentences

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

(3) Excludes construction - other.

Total criticized and classified loans increased $911.4 million, or 98.5%, compared to December 31, 2023.

The increase of $454.6 million in special mention loans as of December 31, 2024 was primarily due to loans acquired in the Republic First Transaction with a balance of $350.4 million as of December 31, 2024.

The increase of $456.8 million in substandard or lower loans as of December, 31, 2024 was partially due to loans acquired in the Republic First Transaction with a balance of $193.0 million as of December 31, 2024.

(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:

22 unchanged sentences

CECL Day 1 Provision (1)

23,444 — 7,954

Initial purchased credit deteriorated loans 54,631 — 1,135

Initial PCD allowance for credit losses — 54,631 —

Loans charged off:

13 unchanged sentences

Leases and other loans 780 730 1,103

Total recoveries 9,984 10,129 14,092

Total recoveries of loans previously charged-off 28,617 9,984 10,129

Net loans charged off (recoveries) (49,581) (44,445) (29,072)

19 unchanged sentences

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 increase 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.

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.

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 for additional details.

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 :

13 unchanged sentences

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 % of total ACL - loans.

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

(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.

Premises and Equipment

The $58.6 million decrease in land and buildings and improvements was primarily due to $73.5 million of asset disposals in the Sale-Leaseback Transaction, partially offset by $21.7 million of land and buildings and improvements purchased as part of the Republic First Transaction in the fourth quarter of 2024.

The $73.5 million of premises and equipment disposals in the Sale-Leaseback Transaction included $42.5 million of related accumulated depreciation for a net disposal amount of $31.0 million.

Deposits and Borrowings

10 unchanged sentences

Total deposits $ 26,589,407 $ 26,129,433 $ 459,974 1.8 %

During 2024, total deposits increased by $4.6 billion, or 21.3%, compared to December 31, 2023.

The increase in total deposits was primarily due to $3.7 billion of total deposits assumed in the Republic First Transaction and outstanding as of December 31, 2024.

Overall, the increase in total deposits was largely due to increases in interest-bearing demand deposits, time deposits and savings and money market deposits of $2.1 billion, $1.4 billion and $1.2 billion, respectively.

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.

3 unchanged sentences

(dollars in thousands)

Federal funds purchased $ — $ 240,000 $ (240,000) N/M

Federal Home Loan Bank advances 850,000 1,100,000 (250,000) (22.7)

Senior debt and subordinated debt 367,316 535,384 (168,068) (31.4)

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)

3 unchanged sentences

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 decreases in FHLB advances, federal funds purchased and senior debt and subordinated debt of $250.0 million, $240.0 million and $168.1 million, respectively.

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" of the Notes to Consolidated Financial Statements for additional details.

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 2024, other liabilities increased $176.4 million, or 22.4%, compared to December 31, 2023, primarily due to increases in the operating lease liability due to the Sale-Leaseback Transaction, accrued expenses and as a result of affordable housing investments made in 2024.

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 net proceeds of $272.6 million related to the Corporation's underwritten public offering of 19,166,667 shares of its common stock at a price to the public of $15.00 per share, and $156.3 million in retained earnings.

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.

4 unchanged sentences

The Capital Rules require the Corporation and Fulton Bank to:

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

• Meet a minimum CET1 capital ratio of 4.50% of risk-weighted assets;

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

5 unchanged sentences

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, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the Capital Rules.

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.

5 unchanged sentences

Tier I Risk-Based Capital (to Risk-Weighted Assets) 11.8% 11.5% 6.0% 8.5%

Common Equity Tier I (to Risk-Weighted Assets) 10.8% 10.3% 4.5% 7.0%

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%

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis