富尔顿金融美股招股说明书(2026-05-05版)

5.950% Fixed-to-Floating Rate Subordinated Notes due 2036 We are offering $300,000,000 aggregate principal amount of 5.950% fixed-to-floating rate subordinated notes due 2036 (the “Notes”)pursuant to this prospectus supplement and the accompanying prospectus. The Notes will be offered in minimum denominations of$1,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on May 15, 2036 (the “Maturity Date”). From andincluding the date of original issuance to, but excluding, May 15, 2031, or the date of earlier redemption (the “fixed rate period”), theNotes will bear interest at an initial rate of 5.950% per annum, payable semi-annually in arrears on May 15 andNovember 15 of eachyear, commencing on November 15, 2026. The last interest payment date for the fixed rate period will be May 15, 2031. From andincluding May 15, 2031, to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), the Noteswill bear interest at a floating rate per annum equal to the Benchmark rate based on Three-Month Term SOFR, each as defined andsubject to the provisions described under “Description of the Notes- General” in this prospectus supplement, plus217 basis points,payable quarterly in arrears on February 15, May 15, August 15 andNovember 15 of each year, commencing on August 15, 2031.Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero. We may, at our option, beginning with the interest payment date of May 15, 2031, and on any date thereafter, redeem the Notes, inwhole or in part. In addition, we may, at our option, redeem the Notes at any time prior to maturity, including prior to May 15, 2031, inwhole but not in part, upon or after the occurrence of a “Tier 2 Capital Event” or a “Tax Event” (each as defined under “Description ofthe Notes” in this prospectus supplement) or our being required to register as an investment company under the Investment CompanyAct of 1940 (the “1940 Act”). The Notes will not otherwise be redeemable by us prior to maturity, unless certain events occur, asdescribed under “Description of the Notes- Redemption” in this prospectus supplement. The redemption price for any redemption is100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date ofredemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the FederalReserve System (the “Federal Reserve”) to the extent then required under applicable laws or regulations, including capitalregulations. The Notes will be unsecured subordinated obligations, will rankpari passu, or equally, with all of our existing and future unsecuredsubordinated debt, will be senior to all of our existing and future junior subordinated debt and will be junior to all of our existing andfuture senior debt. The Notes will be structurally subordinated to all existing and future liabilities of our subsidiaries and will beeffectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing suchindebtedness. There will be no sinking fund for the Notes. The Notes will be obligations of Fulton Financial Corporation (“FultonFinancial” or the “Company”) only and will not be obligations of, and will not be guaranteed by, any of Fulton Financial’ssubsidiaries. For a more detailed description of the Notes, see “Description of the Notes.” Prior to this offering, there has been no public market for the Notes. The Notes will not be listed on any securities exchange orincluded in any automated quotation system. The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmentalagency. The Notes are ineligible as collateral for a loan or extension of credit from Fulton Financial or any of its subsidiaries. None ofthe U.S. Securities and Exchange Commission (the “SEC”), the FDIC, the Federal Reserve or any other bank regulatory agency or anystate securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-8of this prospectus supplement and those risk factors inthe documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Public offering price(1)Underwriting discount(2) Proceeds, before expenses, to us (2)The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting (Conflicts of Interest)”in this prospectus supplement for details. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company(“DTC”), against payment on or aboutMay 5, 2026, whi