Fulton Financial Corporation Announces Pricing of Subordinated Notes Offering

Rhea-AI Summary

Fulton Financial (Nasdaq: FULT) priced $300 million of Fixed-to-Floating Rate Subordinated Notes due 2036, expected to close on or about May 5, 2026. The Notes pay 5.950% fixed interest through May 15, 2031, then Three-Month Term SOFR plus 217 bps to May 15, 2036. Fulton intends to use net proceeds to repay $195 million of its outstanding 3.250% subordinated notes due 2030 and for general corporate purposes. Piper Sandler and J.P. Morgan are joint book-running managers.

Positive

• Offered $300 million aggregate principal amount of subordinated notes
• Fixed 5.950% coupon through May 15, 2031, then SOFR+217 bps
• Proceeds earmarked to repay $195 million of outstanding 3.250% notes
• Expected closing on or about May 5, 2026; underwritten offering

Negative

• New notes carry higher initial coupon (5.950%) than replaced 3.250% notes
• Floating-rate period exposes interest cost to Three-Month Term SOFR movements
• Subordinated debt increases long-term indebtedness through 2036

News Market Reaction – FULT

-1.94%

-1.94% Session close to close

In the May 4 session, FULT declined 1.94%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a $300 million fixed-to-floating subordinated notes issuance due 2036, wit...

Analysis

This announcement details a $300 million fixed-to-floating subordinated notes issuance due 2036, with a 5.950% fixed coupon switching to Three-Month Term SOFR plus 217 bps from 2031. Net proceeds are intended to repay $195 million of 3.250% subordinated notes due 2030 and for general corporate purposes. The deal is issued off an effective S-3ASR shelf and reflected in a 424B3 filing, fitting into Fulton’s ongoing capital and balance sheet management alongside recent earnings and acquisition activity.

Key Figures

Notes offering size: $300 million Fixed coupon: 5.950% per annum Floating spread: 217 basis points +5 more

8 metrics

Notes offering size $300 million Fixed-to-floating rate subordinated notes due 2036

Fixed coupon 5.950% per annum From May 5, 2026 to May 15, 2031, paid semi-annually

Floating spread 217 basis points Over Three-Month Term SOFR from May 15, 2031 to May 15, 2036

Existing notes coupon 3.250% Fixed-to-floating subordinated notes due 2030 to be repaid

Debt repayment $195 million Aggregate principal of 3.250% subordinated notes due 2030

Maturity of new notes 2036 Fixed-to-floating rate subordinated notes due 2036

Market cap $4,181,855,079 Pre-news market capitalization from market context

Historical offering size $287.5 million Public common stock offering closed May 1, 2024

Previous Offering Reports

1 past event · Latest: May 01 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
May 01	Equity offering	Neutral	+0.4%	Public offering of common stock to raise capital after an acquisition.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior capital-raising news tagged as offerings saw a modest positive price reaction.

Recent Company History

Recent news for Fulton highlighted steady operational and strategic progress. In March–April 2026, the company declared common and preferred dividends, reported Q1 2026 net income of $92.2 million (diluted EPS $0.51), and completed the Blue Foundry Bancorp acquisition, becoming a $34 billion financial services company. A prior May 1, 2024 common stock offering tagged as an “offering” produced a modestly positive 0.41% move, providing a direct capital-markets reference point for today’s subordinated notes deal.

Key Terms

fixed-to-floating rate subordinated notes, three-month term sofr, registration statement, prospectus supplement, +3 more

7 terms

fixed-to-floating rate subordinated notes financial

"pricing of its underwritten public offering of $300 million aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2036"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

three-month term sofr financial

"bear interest at a floating rate per annum equal to the Three-Month Term SOFR, plus 217 basis points"

Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.

registration statement regulatory

"The Notes are being offered pursuant to an effective registration statement (File No. 333-289488)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"by means of a prospectus supplement and accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

tier 2 capital regulatory

"The Notes are unsecured, subordinated obligations intended to qualify as Tier 2 capital"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

rule 424(b)(3) regulatory

"Prospectus Filed Pursuant to Rule 424(b)(3)"

Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

shelf registration statement regulatory

"filed a shelf registration statement to offer, from time to time, common stock, preferred stock"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

LANCASTER, Pa., May 1, 2026 /PRNewswire/ -- Fulton Financial Corporation (Nasdaq: FULT) ("Fulton") today announced the pricing of its underwritten public offering of $300 million aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes will bear interest from and including May 5, 2026 to, but excluding, May 15, 2031, at a fixed rate of 5.950% per annum, payable semi-annually in arrears. From and including May 15, 2031 to, but excluding, May 15, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to the Three-Month Term SOFR, plus 217 basis points, payable quarterly in arrears.

The Notes may be redeemed, at the option of Fulton, beginning on May 15, 2031, and on any date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

Fulton intends to use the net proceeds from this offering to repay $195 million aggregate principal amount of its outstanding 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030 and for general corporate purposes. The offering is expected to close on or about May 5, 2026, subject to customary closing conditions.

Piper Sandler and J.P. Morgan acted as joint book-running managers in the Notes offering.

The Notes are being offered pursuant to an effective registration statement (File No. 333-289488) which Fulton filed with the Securities and Exchange Commission (the "SEC") by means of a prospectus supplement and accompanying base prospectus.

Copies of the prospectus supplement and accompanying base prospectus relating to the offering of the Notes can be obtained without charge by visiting the SEC's website at www.sec.gov, or may be obtained from: Piper Sandler & Co., at 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, by email at fsg-dcm@psc.com, or by calling 1 (866) 805-4128 or J.P. Morgan Securities LLC, at 270 Park Avenue, New York, New York 10017, or by calling 1 (212) 834-4533.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Fulton Financial Corporation

Fulton, a $34 billion Lancaster, Pa.-based financial holding company, has more than 3,500 employees and operates more than 200 financial centers in Pennsylvania, New Jersey, Maryland, Delaware and Virginia through Fulton Bank, N.A. and Blue Foundry Bank. Additional information on Fulton can be found at https://investor.fultonbank.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements include statements regarding the offering of the Notes and Fulton's redemption of its outstanding 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030. Fulton may be unable to close the offering on the anticipated date, or at all. There can be no guarantee that Fulton will redeem the 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030 in full, in part or at all.

Forward-looking statements are neither historical facts nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of Fulton's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. You should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting Fulton, and some of the factors that could cause Fulton's actual results to differ materially from those described in the forward-looking statements, can be found in Fulton's Annual Report on Form 10-K for the year ended December 31, 2025, which is accessible on the SEC's website at www.sec.gov and in the Investor Relations section of Fulton's website at www.fultonbank.com, and in other documents Fulton files with the SEC. Information on these websites is not part of this document.

Investor Relations Contact: Pat Lafferty
(717) 327-2556

Media Contact: Lacey Dean
(717) 735-8688

View original content to download multimedia:https://www.prnewswire.com/news-releases/fulton-financial-corporation-announces-pricing-of-subordinated-notes-offering-302760489.html

SOURCE Fulton Financial Corporation

FAQ

What did Fulton (FULT) announce about the $300 million subordinated notes on May 1, 2026?

Fulton priced $300 million of Fixed-to-Floating Rate Subordinated Notes due 2036, expected to close May 5, 2026. According to Fulton, the Notes pay 5.950% fixed through May 15, 2031, then Three-Month Term SOFR plus 217 basis points.

How will Fulton (FULT) use proceeds from the May 2026 subordinated notes offering?

Fulton intends to use net proceeds to repay $195 million of its outstanding 3.250% subordinated notes due 2030 and for general corporate purposes. According to Fulton, repayment of the 2030 notes is a stated use of proceeds.

What are the interest terms for Fulton's (FULT) subordinated notes due 2036?

The Notes bear 5.950% fixed interest from May 5, 2026 to May 15, 2031, then Three-Month Term SOFR plus 217 basis points through May 15, 2036. According to Fulton, fixed interest is payable semi-annually and floating interest quarterly.

When can Fulton (FULT) redeem the new subordinated notes due 2036?

Fulton may redeem the Notes, in whole or in part, beginning May 15, 2031, at 100% of principal plus accrued interest. According to Fulton, redemptions are optional on or after that date subject to the terms in the prospectus.

Who served as book-running managers for FULT's May 2026 subordinated notes offering?

Piper Sandler and J.P. Morgan acted as joint book-running managers for the offering. According to Fulton, investors can obtain the prospectus supplement and base prospectus from the SEC website or the managers' distribution contacts.