DEF 14A of Fulton Financial Corp, Apr 1, 2026

DEF 14A of Fulton Financial Corp

Filed Apr 1, 2026 · FY20250001206774-26-000176

Open on EDGAR

  1. THURSDAY, MAY 28, 2026 AT 10:00 A.M. EASTERN TIME

    | Grants of Plan-Based Awards | 51 | | 2025 Outstanding Equity Awards at December 31, 2025 | 52 | | 2025 Option Exercise and Stock Vested | 53 | | 2025 Non-Qualified Deferred Compensation | 53 | | Employment Agreements, Severance and Change in Control Payments, Consulting Agreement and Separation Agreement | 54 | | Potential Payments on Termination and Change in Control | 54 | | 2025 NEO Change in Control and Termination Table | 57 | | 2025 Pay Versus Performance Disclosure | 59 | | Pay Versus Performance Table | 59 | | Pay Versus Performance Charts | 62 | | PROPOSAL 3 – RATIFICATION OF INDEPENDENT AUDITOR | 63 | | Proposal | 63 | | Vote Required | 63 | | Relationship With Independent Public Accountants | 64 | | Audit Committee Report | 65 | | MEETING AND OTHER INFORMATION | 66 | | Date, Time and Place of the Annual Meeting | 66 | | Notice of Internet Availability of Proxy Materials | 66 | | Information Contained in Proxy Statement | 66 | | Shareholders Eligible to Vote and Attend the Annual Meeting | 66 | | Shares Eligible to be Voted | 66 | | Vote Required | 66 | | Quorum Requirement | 67 | | Broker Non-Votes | 67 | | How to Vote | 67 | | Revoking or Changing Your Vote | 67 | | The Cost of the Proxy Solicitation | 68 | | How to Obtain Fulton’s Corporate Governance Information | 68 | | Sign Up for Electronic Delivery | 68 | | COMPANY DOCUMENTS AND OTHER MATTERS | 69 | | Shareholder Proposals | 69 | | Procedure for Shareholder Nominations | 69 | | Annual Report | 69 | | Householding of Proxy Materials | 69 | | Other Matters | 70 | | NON-GAAP RECONCILIATIONS | Annex A |

  2. Election of Directors

    Election of Directors The Fulton board of directors (the “Board”) approved the nomination of ten director nominees for election to serve as directors of Fulton until the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) or until their successors are duly elected and qualified.

  3. Election of Directors

    | | The Board unanimously recommends that shareholders vote “FOR” the election of each of the ten director nominees. |

  4. Election of Directors

    The following table provides summary information regarding each director nominee. Additional details about each of the director nominees can be found beginning on page 9. Each of the below director nominees is presently a Fulton director.

  5. Election of Directors

    | Director Nominee | Age | Fulton Director Since | Independent Director | Gender(1) | Demographic Background(2) | Committee Memberships | | Jennifer Craighead Carey | 57 | 2019 | ✓ (3) | F | AA | Executive Committee and Risk Committee(*) | | Lisa Crutchfield | 63 | 2014 | ✓ | F | AA | Nominating and Corporate Governance Committee (the “NCG Committee”) and Human Resources Committee(**) (the “HR Committee”) | | Denise L. Devine | 70 | 2012 | ✓ | F | C | Executive Committee(**), Audit Committee(*) and Risk Committee | | James R. Moxley III Lead Director | 65 | 2015 | ✓ | M | C | Executive Committee(*), NCG Committee and HR Committee | | Curtis J. Myers Chairman of the Board (“Chairman”), Chief Executive Officer (“CEO”) and President | 57 | 2019 | - | M | C | Executive Committee and Risk Committee(†) | | Antoinette M. Pergolin | 62 | 2022 | ✓ | F | C | Audit Committee(**) and Risk Committee | | Michael F. Shirk | 50 | 2025 | ✓ | M | C | Audit Committee and Risk Committee | | Scott A. Snyder | 60 | 2016 | ✓ | M | C | Executive Committee, Risk Committee(**) and NCG Committee(*) | | Ronald H. Spair | 70 | 2015 | ✓ | M | C | Executive Committee, Audit Committee and HR Committee(*) | | E. Philip Wenger | 68 | 2009 | ✓ (4) | M | C | Risk Committee |

  6. Election of Directors

    | (*) | Indicates committee chairperson | | (**) | Indicates committee vice chairperson | | (†) | Indicates ex-officio committee member | | (1) | Gender – Male (M) or Female (F) | | (2) | Demographic Background – African American (AA) or Caucasian (C) |

  7. Election of Directors

    | (3) Ms. Craighead Carey is an independent director with regard to the Nasdaq Stock Market LLC (“Nasdaq”) listing standards and Securities and Exchange Commission (“SEC”) rules and regulations. | | (4) Mr. Wenger is an independent director with regard to the Nasdaq listing standards and SEC regulations. |

  8. Election of Directors

    Election of Directors

  9. Director Nominees

    Director Nominees The Board nominates the following ten director nominees for election to the Board for a one-year term:

  10. Director Nominees

    | • Jennifer Craighead Carey | • Antoinette M. Pergolin | | • Lisa Crutchfield | • Michael F. Shirk | | • Denise L. Devine | • Scott A. Snyder | | • James R. Moxley III | • Ronald H. Spair | | • Curtis J. Myers | • E. Philip Wenger |

  11. Director Nominees

    Each of the above director nominees is presently a Fulton director. The Board approved the nomination of the above individuals. The Board is currently comprised of ten directors, all of whom also serve on the board of directors (the “Fulton Bank Board”) of Fulton’s banking subsidiary, Fulton Bank, N.A. (“Fulton Bank”). Mr. Martin will not stand for re-election at the Annual Meeting as he reached Fulton’s mandatory retirement age. The Board would like to thank Mr. Martin for his service and valuable contributions to the Board. If elected at the Annual Meeting, the Board has no reason to believe that any of the director nominees will be unable to accept nomination or serve as a director.

  12. Director Nominees

    | | The Board unanimously recommends that shareholders vote “FOR” the election of each of the ten director nominees. |

  13. Voting for Director Nominees

    Voting for Director Nominees Vote Required The ten candidates receiving the highest number of votes cast at the Annual Meeting will be elected to the Board. Abstentions and broker non-votes will be counted as present at the Annual Meeting if such shares were voted on at least one non-procedural matter, but abstentions and broker non-votes will not be counted as votes cast in the election of directors. Resignation Policy In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation. The NCG Committee will consider the tendered resignation and recommend to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the shareholder vote. There is no cumulative voting for our directors.

  14. Director Qualifications

    Director Qualifications Mix of Skills, Qualifications and Attributes The Board believes that the 2026 director nominees provide Fulton with the right mix of skills and experience necessary for an effective Board. The NCG Committee reviews the composition of the Board on an annual basis to ensure that the Board reflects the appropriate balance of experience, skills and expertise. The Board believes different points of view brought through inclusive representation leads to better business performance, decision making and understanding of the needs of our clients, employees, shareholders, business partners and other stakeholders. Based on our business, the primary areas of experience, qualification and skills typically sought by the NCG Committee in director candidates, include but are not limited to, the following:

  15. Director Qualifications

    | | Financial Expertise | | Risk Management | | | | | | | | Qualified to serve as an “Audit Committee financial expert” or experience in financial management, capital allocation, accounting, financial reporting or audit processes. As a bank holding company with multiple business lines, it is important to have directors who understand financial audits and can oversee financial reporting. | | Knowledge of, or experience with, key risk oversight or risk management functions, including data privacy and cybersecurity. Risk management is critical to achieving long-term success in our industry. As such, we need directors with experience in overseeing and understanding the dynamic risks we face. | | | Senior Leadership Experience | | Legal/Governance Experience | | | | | | | | Experience holding significant leadership positions, particularly as a chief executive officer or head of significant business line. It is important to have proven leaders on the Board who can oversee Fulton’s management and help us drive business strategy, growth and performance. | | Knowledge of, or experience in, regulated industries or governmental organizations. These skills are important to the Board’s oversight of our highly regulated business. | | | Market Knowledge & Influence | | Mergers/AcquisitionS Experience | | | | | | | | Knowledge and influence in Fulton’s fivestate footprint. | | Experience with respect to mergers and acquisitions. | | | Banking Industry Experience | | Public Company Board Experience | | | | | | | | Experience with the banking or financial services industry. | | Experience in public company governance, including corporate governance best practices and policies and managing relations with key stakeholders. |

  16. Director Qualifications

    | | HR/Compensation Experience | | Marketing/Sales Experience | | | | | | | | Knowledge of, or experience with, executive compensation and human capital resource management strategies and oversight. It is important to have individuals on the Board who can oversee our efforts to attract, motivate and retain key talent and provide valuable insight in determining the compensation of the CEO and other executive officers. | | Experience in brand development, customer experience, marketing and sales. | | | Investment Experience | | Public Company CEO Experience | | | | | | | | Experience with public company investment policies, practices and activities. | | Experience as a chief executive officer of a public company. | | | IT Experience (General, Fintech, Cyber, Digital) | | Strategic Experience | | | | | | | | Experience in the development and adoption of technology, information security and cybersecurity matters. | | Experience with the oversight of public company strategic planning. |

  17. Director Qualifications

    Additionally, the NCG Committee may consider other attributes relevant to our strategic growth and business needs including, but not limited to: (i) strong strategic, critical and innovative thinking, (ii) sound business judgment, (iii) high ethical standards, (iv) collegial spirit, (v) ability to debate and challenge constructively and (vi) availability and commitment to serve. Refreshment and Retention The Board is committed to board refreshment. Pursuant to Fulton’s Bylaws, no person may be nominated for election to the Board if he or she will be 72 years old on or before the date of the annual meeting of shareholders at which he or she would stand for election. Mr. Martin will be 72 years old prior to the Annual Meeting, and, as such, is not standing for election in 2026. The NCG Committee believes there is a balance between seasoned directors with knowledge of Fulton and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The average tenure of our director nominees as of the date of this Proxy Statement is nine years. Our director nomination process reflects our continued growth and focus on having a Board composed of directors who contribute to the evolving needs of Fulton while maintaining the invaluable knowledge brought by more tenured directors.

  18. Director Qualifications

    | Gender Diversity 40% | Racial Diversity 20% | Average Director Nominee Tenure 9 Years | | | | |

  19. Selecting and Nominating Director Candidates

    Selecting and Nominating Director Candidates Fulton’s Corporate Governance Guidelines (the “Guidelines”) provide that the Board will be sufficient in size to achieve diversity in business experience, community service and other qualifications. The NCG Committee is responsible for carrying out the Board’s commitment to maintaining a balanced and diverse composition of well-qualified directors. The NCG Committee considers director nominees who are recommended by non-management directors, Fulton’s CEO, other senior officers and third parties. The NCG Committee identifies director nominee candidates and recommends such candidate’s nomination to the Board based on his or her ability to complement the Board’s existing strengths. Information on the experience, qualifications and attributes of Fulton’s director nominees is detailed under “Director Nominees” on page 9. Our shareholders may propose director candidates for consideration by the NCG Committee by submitting the individual’s name and qualifications to the Chairman or Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604 in accordance with, and with such other information as may be required by, our Bylaws and the Guidelines. Our NCG Committee will consider all director candidates properly submitted by our shareholders and will utilize the same criteria as director candidates not proposed by shareholders.

  20. Director Nominees

    Director Nominees The biographies of each of our director nominees are set forth below. Each of the below director nominees is presently a Fulton director.

  21. Director Nominees

    | Jennifer Craighead Carey | Director Since: 2019 | Age: 57 | Independent Director | | | Committees: Risk (Chair) | Executive | | | Managing partner of Barley Snyder LLP (“Barley Snyder”) since January 2024. Partner at Barley Snyder since 2001 and chaired Barley Snyder’s Employment Law group from 2005 to 2019. Other Directorships and Positions • Member, Lancaster City Alliance (2019-present) • Member, High Holdings Corporation Board of Directors (2021-present) • Member, High Industries Leadership Development & Compensation Committee (2023-present) • Member, Advisory Board for Millersville University’s College of Arts, Humanities and Social Sciences (2023-2025) • Member, Attollo, a part of The Children Deserve a Chance Foundation (2024-2025) • Member, WellSpan Health (2026-present) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Ms. Craighead Carey has extensive legal, risk management and human capital experience. In addition, she is familiar with the markets in which Fulton operates. |

  22. Director Nominees

    | Lisa Crutchfield | Director Since: 2014 | Age: 63 | Independent Director | | | Committees: HR (V-Chair) | NCG | | | Managing principal of Hudson Strategic Advisers, LLC, an economic analysis and strategic advisory firm, a consultancy practice she launched in 2012. Prior to launching this consultancy firm, Ms. Crutchfield served as Executive Vice President and Chief Regulatory, Risk and Compliance Officer for the U.K.-based National Grid plc, a global energy provider. Ms. Crutchfield has also served as an executive officer for PECO, an Exelon Company, TIAA-CREF and Duke Energy Corporation. Other Directorships and Positions • Member, Buckeye Energy Holdings LLC Board of Directors (2020-present) • Member, Vistra Corporation Board of Directors (NYSE: VST) (2020-present) • Member, Somos, Inc. Board of Directors (2023-present) • Former Member, Unitil Corporation Board of Directors (NYSE: UTL) (2012-2022) • Former Member, Fortis Inc. Board of Directors (TSX/NYSE: FTS) (2022-2024) • National Association of Corporate Directors (“NACD”) Board Leadership Fellow (2019-present) • Member, Fulton Bank Board (2014-present) Directorship Qualification Highlights Ms. Crutchfield has substantial experience leading corporate teams and has experience and knowledge of the financial services industry. Ms. Crutchfield began her career as a commercial and investment banker. In addition, Ms. Crutchfield served as a Pennsylvania utilities regulator in the 1990s. Ms. Crutchfield brings expertise in public board service, finance, risk management, regulation and compliance. |

  23. Director Nominees

    | Denise L. Devine | Director Since: 2012 | Age: 70 | Independent Director | | | Committees: Audit (Chair) | Executive (V-Chair) | Risk | | | Founder and Chief Executive Officer of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space since 2014. Other Directorships and Positions • Member, AUS, Inc. Board of Directors (2016-present) • Member, SelectQuote Board of Directors (NYSE: SLQT) (2020-present) • Member, Innovative Aerosystems, Inc. Board of Directors (Nasdaq: ISSC) (2025-present) • Member, Ben Franklin Technology Partners of Southeastern PA Board (2016-2025) • Member, AgroFresh Solutions, Inc. Board of Directors (Nasdaq: AGFS) (2018-2023) • Member, Ben Franklin Technology Development Authority Board (2018-2025) • Member, Cubic Corporation Board of Directors (NYSE: CUB) (2019-2021) • NACD Board Leadership Fellow (2016-present) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Ms. Devine is a certified public accountant. Ms. Devine has substantial management, business, public company and financial experience. |

  24. Director Nominees

    | James R. Moxley III | Director Since: 2015 | Age: 65 | Independent Director and Lead Director | | | Committees: Executive (Chair) | NCG | HR | | | Principal of Security Development Corporation, a Washington-Baltimore real estate land development company engaged primarily in retail and multifamily projects since 1992. Other Directorships and Positions • Trustee Emeritus, Glenelg Country School (1996-present) • Founding Director, Real Estate Charitable Foundation of Maryland (2015-present) • Chair, Duke University Library Advisory Board (2022-2025); Member (2017-present) • Vice Chair, Johns Hopkins Howard County Medical Center (2025-present); Trustee (2021-present) • Trustee, Howard Hospital Foundation (2014-2022) • Member, Board of Visitors of Duke Law School (2017-2023) • NACD Board Leadership Fellow (2017-present) • Member, Fulton Bank Board (2019-present) Directorship Qualification Highlights Mr. Moxley has extensive business, tax and legal experience related to the acquisition, financing and development of commercial and residential real estate. |

  25. Director Nominees

    | Curtis J. Myers | Director Since: 2019 | Age: 57 | Chairman, CEO and President | | | Committees: Executive | Risk (ex-officio) | | | Chairman and CEO of Fulton since January 1, 2023. President of Fulton from 2018 to 2023 and 2026 to present. President and Chief Operating Officer of Fulton Bank from 2009 to 2023. Mr. Myers became an executive officer of Fulton in 2013 and has held a number of executive and management level positions with Fulton Bank since 1990. Other Directorships and Positions • Member, ABA Stonier Graduate School of Banking Advisory Board (2020-present) • Member, Economic Development Company of Lancaster County Board (2021-present) • Member, IREX Corporation and North Lime Holdings Corporation Board (2021-present) • Member, Operation HOPE Global Board of Advisors (2023-present) • Member, Pennsylvania Chamber of Business and Industry Board (2024-present) • Member, American Bankers Association Board (2024-present) • Director, Federal Reserve Board of Philadelphia (2025-present) • Member, Fulton Bank Board (2009-present) Directorship Qualification Highlights Mr. Myers has substantial banking experience, market knowledge, executive leadership and financial expertise. |

  26. Director Nominees

    | Antoinette M. Pergolin | Director Since: 2022 | Age: 62 | Independent Director | | | Committees: Audit (V-Chair) | Risk | | | Former President and Chief Executive Officer of Bancroft, a New Jersey non-profit, for over 20 years that is a leading regional non-profit provider of programs and services for individuals with autism, intellectual and developmental disabilities and those in need of neurological rehabilitation. Other Directorships and Positions • Member, Inspira Health Network, Inc. Board of Trustees (2021-present) • Member and Chairwoman, Peirce College Board of Trustees (2016-2025) • Member, Fulton Bank Board (2012-present) Directorship Qualification Highlights Ms. Pergolin has extensive experience in senior leadership, governance, investment, human resources, accounting and finance. |

  27. Director Nominees

    | Michael F. Shirk | Director Since: 2025 | Age: 50 | Independent Director | | | Committees: Audit | Risk | | | Chief Executive Officer at the High Companies since 2015, a leader in manufacturing, construction and real estate in Lancaster, Pennsylvania. Prior to that, Mr. Shirk was the Vice President of Architectural Specialties Worldwide at Armstrong World Industries (NYSE: AWI) from 2009-2014. Other Directorships and Positions • Member, PA Chamber of Business and Industry Board (2010-present) • Member, Lancaster County STEM Alliance Advisory Board (2016-present) • Member, PA Workforce Development Board (2023-present) • Member, the High Companies (2011-2015) • Member, PA Governor-elect Shapiro Transition Advisory Subcommittee on Business Development (2023) • Member, Fulton Bank Board (2023-present) Directorship Qualification Highlights Mr. Shirk has substantial experience in senior leadership, market knowledge and influence, mergers and acquisitions, HR/compensation matters, financial expertise and strategic experience. |

  28. Director Nominees

    | Scott A. Snyder | Director Since: 2016 | Age: 60 | Independent Director | | | Committees: NCG (Chair) | Risk (V-Chair) | Executive | | | Former Chief Digital Officer at EVERSANA, a leading provider of global commercial services to the life sciences industry from 2021 to 2025. Prior to that, Dr. Snyder was the Global Head of Digital and Innovation at Heidrick Consulting between 2018 and 2020 and Senior Vice President, Managing Director, and Chief Technology and Innovation Officer for Safeguard Scientifics, Inc. (NYSE: SFE) from 2016 to 2018 and Co-Founder, President and Chief Strategy Officer at Mobiquity from 2011-2016. Other Directorships and Positions • Adjunct faculty member, The Moore School of Engineering and Applied Science, University of Pennsylvania (1997-present) • Senior Fellow, Management Department at Wharton School (2003-present) • Mid Atlantic Advisory Board, Network for Teaching Entrepreneurship (2020-present) • Member, Wellhive Advisory Board (2020-present) • Member, Modus Create Advisory Board (2022-present) • Digital Economy Project Fellow, World Economic Forum (2020-2023) • Member, Fulton Bank Board (2019-present) Directorship Qualification Highlights Dr. Snyder has substantial experience in information technology, digital and artificial intelligence strategy and implementation as well as executive leadership and risk management in both large and emerging growth companies. |

  29. Director Nominees

    | Ronald H. Spair | Director Since: 2015 | Age: 70 | Independent Director | | | Committees: HR (Chair) | Audit | Executive | | | Retired Chief Financial Officer, Chief Operating Officer and a member of the Board of Directors of OraSure Technologies, Inc. (“OraSure”) (Nasdaq: OSUR), a diagnostic and medical device company headquartered in Bethlehem, Pennsylvania. Mr. Spair served on the Board of Directors of OraSure from 2006 to 2018 and as executive officer of OraSure from 2001 to 2018. Other Directorships and Positions • Member, Fulton Bank Board (2019-present) Directorship Qualification Highlights Mr. Spair is a certified public accountant. Mr. Spair has substantial public company, mergers and acquisitions, development and licensing transactions and corporate finance experience. |

  30. Director Nominees

    | E. Philip Wenger | Director Since: 2009 | Age: 68 | Independent Director | | | Committees: Risk | | | Chairman and CEO of Fulton from 2013 to December 31, 2022. Mr. Wenger served as President from 2008 to 2017 and Chief Operating Officer of Fulton from 2008 to 2012 in addition to other positions since 1979. Other Directorships and Positions • Member, Penn State Harrisburg Board of Advisors (2016-present) • Member, Burnham Holdings, Inc. Board of Directors, (2019-present) • Member, Attollo, a part of The Children Deserve a Chance Foundation, Board Chair (2023-present) • Member, Pennsylvania Chamber of Commerce Board of Directors (2013-2024) • Member, Operation HOPE Global Board of Advisors (2017-2022) • Member, Fulton Bank Board (2003-2009; 2019-present) Directorship Qualification Highlights Mr. Wenger has extensive knowledge of banking operations after more than 40 years in the financial services industry. |

  31. Director Who is Not Standing For Re-election at the Annual Meeting

    | George K. Martin | Director Since: 2021 | Age: 72 | Independent Director | | | Committees: NCG (V-Chair) | NCG and HR | | | Former senior partner of McGuireWoods LLP (“McGuireWoods”). From 2009 to 2021, Mr. Martin served as the managing partner of McGuireWoods’ largest office. Mr. Martin became a partner with McGuireWoods in 1990 and practices construction and commercial real estate law. Mr. Martin previously served in various firm management capacities, including service on the recruiting committee, advisory board, pension committees and McGuireWoods Consulting Oversight Committee. Other Directorships and Positions • Member, Housing Development Law Institute Board (1991-present) • Member, University of Virginia School of Architecture Foundation Board (2011-present) • Member, Jefferson Scholars Foundation Board (2015-2022) • Member, Governing Council at the University of Virginia’s Miller Center (Vice Chair) (2019-2024) • Adjunct professor at the University of Virginia School of Law (2020-present) • Member, University of Virginia Investment Management Corporation Board (2023-present) • Executive Committee, Virginia Business Higher Education Council (2023-present) • Member, Governing Council at the University of Virginia’s Miller Center (Chair) (2024-present) • Member, Fulton Bank Board (2016-present) Directorship Qualification Highlights Mr. Martin has substantial senior leadership, legal, real estate and risk management experience. |

  32. Information about Director Nominees, Directors and Independence Standards

    Information about Director Nominees, Directors and Independence Standards Independence Standards The Board determined that nine of Fulton’s ten director nominees are “independent” within the meaning of the director independence standards of the Nasdaq listing standards and SEC rules and regulations. Specifically, the Board determined that director nominees Messes. Craighead Carey, Crutchfield, Devine and Pergolin and Messrs. Moxley, Shirk, Snyder, Spair and Wenger met Nasdaq listing standards and SEC rules and regulations with respect to independent director requirements. Each of the current members of the Audit, HR and NCG Committees meet the requirements for independence under Nasdaq listing standards and SEC rules and regulations. In reviewing director independence, the Board considered the relationships and other arrangements, if any, of each director nominee. The relationships and transactions reviewed and considered are more fully described in the “Related Person Transactions” section on page 26. Lead Director The Guidelines provide that the Board must include a Lead Director, and the Board determined a combined Chairman and CEO position is appropriate for Fulton. This structure permits the CEO to manage Fulton’s daily operations and provides a single voice for Fulton. Fulton believes that the separation of these roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and CEO position. The Board designates for a term of at least one year the independent, non-employee director who will lead the non-employee directors’ executive sessions and preside at all Board meetings at which the Chairman is not present. The Lead Director will, among other things:

  33. Information about Director Nominees, Directors and Independence Standards

    | • | serve as a liaison between the Chairman and the independent directors; | | • | approve information sent to the Board; | | • | approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; and | | • | have the authority to call meetings of the independent directors. |

  34. Information about Director Nominees, Directors and Independence Standards

    Mr. Moxley has served as the Lead Director and independent Executive Committee Chair since June 2018. Executive Sessions In 2025, the Fulton independent directors met two times in executive session without management present. Fulton’s Lead Director presided over the executive sessions. Annual Board and Committee Evaluations The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The NCG Committee creates the annual process to elicit feedback from the individual Board and committee members to enhance Board and committee effectiveness. The NCG Committee implements a process with both written and oral components. The self-evaluations are designed to encourage open and candid feedback with respect to Board and Committee effectiveness and its committees and the effectiveness of each of its members. The scope of the self-evaluations includes elements of Board effectiveness, including Board size, meeting frequency, quality and timing of information provided to the Board, director communication, director education, development and growth, director skills and qualifications, director independence and Board strategy. The NCG Committee annually reports to the Board the results of these self-evaluations, and the Board and each committee discuss their respective selfevaluations. Periodically, the Board will engage an independent third party to conduct a Board and individual director assessment. Appropriate action plans are then developed to implement enhancements and other changes based on the feedback received. Annual CEO Performance Evaluation Each year, the non-employee directors of the Board and the HR Committee review the CEO’s performance over the past year in light of Fulton’s performance and strategic goals and objectives. CEO and Executive Succession Planning Succession planning for the CEO and certain other executive officers is one of the Board’s key responsibilities. At least annually, the Board reviews the CEO and certain other executive officer succession plans. The Chief Human Resources Officer reviews the succession planning process used by management to identify NEO successors. The CEO emergency succession plan is reviewed semi-annually with the HR Committee. Outside Directorships Fulton values the experience our directors bring from other boards on which they serve. We encourage all directors to carefully consider the number of other company boards of directors on which they serve - considering the time required for board attendance, conflicts of interests, participation and board effectiveness. Pursuant to the Guidelines, no director may serve on more than four total public company boards, including the Board. Contacting the Board A Fulton shareholder can contact the Board by writing to: Board of Directors, Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, Pennsylvania 17604. The Chairman will determine further distribution of written communications based on the nature of the communication.

  35. Director Compensation

    Director Compensation The compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexity and business model. The Board reviews Fulton’s non-employee director compensation on an annual basis with the assistance of the HR Committee. Elements of Director Compensation Non-employee directors receive a combination of a cash retainer and equity compensation for service on the Board and its committees. Fulton-employed directors do not receive individual meeting fees or other director-related compensation. In 2025, Fulton granted equity awards in the form of restricted stock units (“RSUs”) to its non-employee directors pursuant to the Amended and Restated 2023 Director Equity Plan (the “Director Equity Plan”). These RSUs vest in full one year after their grant date and accrue dividend equivalent units. Non-employee directors may elect to defer the delivery of RSUs until the January following their separation from the Board, with a distribution made in either one installment or three annual installments. Fulton reimburses directors for Board-related expenses and provides non-employee directors with a $50,000 term life insurance policy. Certain directors participate in Fulton’s Deferred Compensation Plan (the “DCP”) that allows a director to elect to defer a portion of his or her cash director fees. Annual cash retainers are paid in quarterly installments. For more details on our DCP, see “Deferred Compensation Plan” on page 45. Below is the amount of compensation paid to non-employee directors in 2025:

  36. Director Compensation

    | 2025 Fees | Payment Amounts | | Annual director retainer | $75,000 in cash | | Annual retainer paid to the Lead Director | $30,000 in cash | | Annual retainer paid to committee chairpersons(1) | $20,000 in cash | | Annual equity award(2) | $85,000 |

  37. Director Compensation

    | (1) A committee chair cash retainer is not paid to the chairperson of the Executive Committee. | | (2) The number of RSUs awarded was determined using the closing price per share of Fulton’s common stock on May 30, 2025, rounded up to the next whole share. |

  38. 2025 Director Compensation

    2025 Director Compensation The following table details the compensation paid to each 2025 Fulton non-employee director: 2025 Director Compensation Table

  39. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) | Total ($) | | Jennifer Craighead Carey | 95,000 | 85,000 | $48 | 180,048 | | Lisa Crutchfield | 75,000 | 85,000 | $48 | 160,048 | | Denise L. Devine | 95,000 | 85,000 | $48 | 180,048 | | Steven S. Etter(4) | 31,250 | - | - | 31,250 | | George K. Martin | 75,000 | 85,000 | $48 | 160,048 | | James R. Moxley III | 105,000 | 85,000 | $48 | 190,048 | | Antoinette M. Pergolin | 75,000 | 85,000 | $48 | 160,048 | | Michael F. Shirk | 50,000 | 85,000 | $48 | 135,048 | | Scott A. Snyder | 95,000 | 85,000 | $48 | 180,048 | | Ronald H. Spair | 95,000 | 85,000 | $48 | 180,048 | | E. Philip Wenger | 75,000 | 85,000 | $48 | 160,048 |

  40. 2025 Director Compensation

    | (1) The amounts in this column represent the grant date fair value determined in accordance with ASC Topic 718 of an RSU award granted to each non-employee director on June 1, 2025 under the Director Equity Plan, consisting of 4,928 RSUs having a grant date fair value of $17.25 per share, the closing price of Fulton common stock on May 30, 2025. The RSUs will vest in full on June 1, 2026, subject to the director’s continued service with Fulton. |

  41. 2025 Director Compensation

    | (2) As of December 31, 2025, Fulton non-employee directors had the following outstanding stock awards payable in Fulton common stock, including accumulated dividend equivalent units and RSUs with respect to which the director has elected under the Director Equity Plan to defer delivery of the RSUs until January 15 of the calendar year following the earliest to occur of the director’s separation from service as a director, death or disability, either in a single installment or three equal annual installments: |

  42. 2025 Director Compensation

    | Name | Outstanding Stock Awards | | Jennifer Craighead Carey | 34,038 | | Lisa Crutchfield | 39,033 | | Denise L. Devine | 26,315 | | Steven S. Etter(4) | 29,013 | | George K. Martin | 30,854 | | James R. Moxley III | 5,025 | | Antoinette M. Pergolin | 30,160 | | Michael F. Shirk | 5,025 | | Scott A. Snyder | 39,033 | | Ronald H. Spair | 39,033 | | E. Philip Wenger | 5,025 |

  43. 2025 Director Compensation

    | (3) This amount represents the annual cost of the $50,000 life insurance benefit provided to each non-employee director. |

  44. 2025 Director Compensation

    | (4) Mr. Etter retired at the 2025 Annual Meeting, and, accordingly, did not receive a grant of RSUs on June 1, 2025. |

  45. Executive Summary

    | 2025 Executive Compensation Highlights | | Performance-Based Compensation: Approximately 77% of CEO total compensation was performance-based. Say-on-Pay Results: Approximately 97.78% approval of our executive compensation program. Annual Cash Incentive Results: Earned at 144.49% of target. Long-Term Incentives (“LTI”): Granted in the form of performance-based RSUs (“Performance Shares”) that vest based on relative total shareholder return (“TSR”) and time-based RSUs. 2022 Long-Term Performance-Based Awards Results: The equity awards granted in 2022 vested in 2025 based on the following performance goals: (i) the TSR performance relative to peers was at the 77.78 percentile resulting in a 150% award vesting as a percentage of target for that component and (ii) the achievement of net income during the performance period of January 1, 2024 to December 31, 2024, sufficient to cover all dividends, if any, declared and paid to shareholders during the last four full quarters prior to the date of grant was met resulting in a 100% award vesting for that component. |

  46. Pay for Performance

    | • | The annual incentive bonus awards are earned by our executives for the achievement of short-term performance goals. The amount paid is tied to the level of achieved performance, with higher payout levels reflecting superior performance. | | • | Our long-term, performance-based equity awards reward our executives for achieving long-term performance goals while contributing to increased shareholder value. A portion of our long-term incentive awards are also tied to our performance relative to our peer group. |

  47. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process HR Committee The HR Committee is currently comprised of four independent directors who are appointed on an annual basis. The HR Committee is responsible for establishing and overseeing our executive compensation program in alignment with Fulton’s compensation philosophy. We do not have an exact formula or policy with regard to the allocation of compensation between cash and non-cash elements. The HR Committee determines the amount and type of our executive compensation considering: (i) publicly available peer executive compensation information and regional and community banking survey data, (ii) advice from our independent compensation consultant, (iii) the complexity, scope and responsibilities of the individual’s position and (iv) the CEO’s recommendations with respect to the other NEOs. The CEO is not involved in discussions and determinations related to his own compensation. The HR Committee reviews and approves NEO base salaries and other compensation paid to the NEOs other than the CEO. The independent directors of the Board review and approve compensation decisions for the CEO. The HR Committee also administers Fulton’s equity and other compensation components. Management Certain members of our executive management team attend regular HR Committee meetings at which Fulton’s performance and competitive compensation levels are discussed and evaluated. These executive management team members provide information and recommendations to the HR Committee with respect to our executive compensation design. The CEO, with the Board and without any other NEO present, reviews the performance of all NEOs other than the CEO. The Board, without the CEO present, periodically reviews the CEO’s overall performance. In 2025, the HR Committee determined the compensation of the NEOs other than the CEO. The Board determined the CEO’s 2025 compensation in executive session with only independent directors present. Independent Compensation Consultant In 2025, the HR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook performed a variety of assignments during 2025, including: (i) conducting an NEO compensation market analysis, (ii) designing our executive compensation program including our annual cash incentive compensation awards (“VCP”) and equity awards, (iii) reviewing our director compensation program and (iv) providing general compensation advice regarding our NEOs. As part of FW Cook’s 2025 engagement, the HR Committee also instructed FW Cook to compare Fulton’s current compensation practices and executive compensation programs to our peers, evolving industry best practices and regulatory guidance. In 2025, FW Cook and its affiliates did not provide any services to Fulton or its affiliates other than FW Cook’s services as independent compensation consultant. The HR Committee considered the independence of FW Cook for the 2025 engagement in light of SEC rules and Nasdaq listing standards related to compensation committee consultants. The HR Committee concluded that the work performed by FW Cook did not raise any conflict of interest and it further concluded that FW Cook satisfied SEC rules and Nasdaq listing standards with respect to compensation committee consultants. 2025 Peer Group As part of its annual review of our executive compensation program, the HR Committee, with FW Cook’s assistance, established a peer group (the “2025 Peer Group”), based on a number of factors, including asset size, revenue composition, number of employees, market capitalization, geographic location, business model and composition of shareholder base. The HR Committee considered the 2025 Peer Group data, as well as other relevant data provided by FW Cook, in establishing 2025 base salaries, 2025 annual cash incentive compensation awards (“VCP Awards”) and setting LTI award levels granted in the form of RSUs and Performance Shares. For 2025, aside from as noted below, the HR Committee did not make any changes to the 2024 peer group.

  48. Executive Compensation Decision-Making Process

    | 2025 Peer Group | | | | Atlantic Union Bankshares Corporation | Northwest Bancshares, Inc. | United Bankshares, Inc. | | Cadence Bank(1) | Old National Bancorp | United Community Banks, Inc. | | Columbia Banking System, Inc. | Prosperity Bancshares, Inc. | Valley National Bancorp | | Commerce Bancshares, Inc. | Provident Financial Services, Inc. | Wintrust Financial Corporation | | F.N.B. Corporation | Simmons First National Corporation | WSFS Financial Corporation | | Hancock Whitney Corporation | Trustmark Corporation | | | Independent Bank Corp. | UMB Financial Corporation | |

  49. Executive Compensation Decision-Making Process

    | (1) Cadence Bank was removed from the 2025 Peer Group on October 27, 2025 when it announced its acquisition by Huntington Bancshares. |

  50. Executive Compensation Decision-Making Process

    The HR Committee removes peer group companies upon the announcement that a peer group company is: (i) being acquired or (ii) involved in a merger of equals or a similar transaction and the resulting entity is publicly traded and has an asset size greater than two times that of Fulton. The 2025 Peer Group is set forth above. Shareholder Say-on-Pay Proposal Historical Results The Board and the HR Committee consider the non-binding advisory say-on-pay vote as a barometer of shareholder support for our executive compensation program. Below are our say-on-pay votes for the past five years:

  51. Annual Cash Incentives – VCP Awards

    Annual Cash Incentives – VCP Awards Overview The HR Committee uses a scorecard approach to determine the VCP Award funding level, which we also refer to as the VCP payout. The HR Committee retains discretion to increase or decrease any VCP Award subject to a cap on individual awards of 200% of the target award. 2025 Scorecard Performance Metrics In March 2025, the HR Committee approved the scorecard performance metrics for the 2025 VCP Awards (the “2025 Scorecard”) which calculates the performance of each scorecard metric individually with a threshold performance payout of 50% and maximum performance payout of 200%. The 2025 Scorecard included key objectives in the following three categories: “Financial Results,” “Risk Management” and “Business Objectives.” The HR Committee believes each of these objectives is a key driver of Fulton’s performance and aligns Fulton and its NEOs’ focus on continued long-term shareholder value creation. In evaluating our actual financial results relative to established scorecard performance goals, the HR Committee typically excludes unusual items and items that do not occur on a regular basis, such as acquisition-related expenses, gains or losses on asset dispositions and other similar items in a manner consistent with how we disclose certain financial metrics that are not determined in accordance with generally accepted accounting principles (“GAAP”) in our earnings releases and other SEC filings. The adjustments that were made to our actual 2025 EPS; return on average equity (“ROE”), operating expense to average assets, efficiency ratio and non-performing assets to total assets are reconciled in Annex A to this Proxy Statement. Our 2025 performance goals, target performance metrics and relative weightings, as reflected in our 2025 Scorecard, were as follows:

  52. Annual Cash Incentives – VCP Awards

    | 2025 Scorecard Matrix | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | Financial Results | Score Rating | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | | | Adjusted EPS | $1.75 | $1.94 | $2.13 | $2.33 | 30.0% | | | Adjusted ROE | 10.01% | 11.12% | 12.23% | 13.34% | 20.0% | | | Adjusted Operating Expense/Average Assets | 2.40% | 2.34% | 2.28% | 2.22% | 10.0% | | | Adjusted Efficiency Ratio | 60.2% | 58.7% | 57.2% | 55.8% | 10.0% | | Risk Management | | | | | | Weight | | | Capital, Liquidity, Management and Market Risk | | | | | 10.0% | | | | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | | | Asset Quality: Adjusted Non-performing Assets to Total Assets | 0.75% | 0.65% | 0.55% | 0.45% | 10.0% | | Business Objectives | | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | | | 2025 Company-wide Employee Engagement Outcomes (All Employees) | 60.00% | 70.00% | 80.00% | >=90.00% | 10.0% |

  53. Annual Cash Incentives – VCP Awards

    | (1) Interpolated on a straight-line basis. |

  54. Annual Cash Incentives – VCP Awards

    Target VCP Opportunities In February 2025, the HR Committee approved the target VCP opportunities for each NEO with a payout range of 0% to 200% of target based on performance achievement against pre-established goals. In addition to this payout range, the HR Committee has the ability to modify individual payouts based on its holistic evaluation of Company and individual performance. The application of any modifier for an NEO would be informed by tailored individual goals without any specific weighting. The following table shows each NEO’s VCP opportunity range:

  55. Annual Cash Incentives – VCP Awards

    | 2025 VCP Award Matrix | | | | | NEO | Payment as a % of 2025 Eligible Earnings(1) | | | | | VCP Threshold (50% of Target) Scorecard Result | VCP Target (100% of Target) Scorecard Result | VCP Maximum (200% of Target) Scorecard Result | | Curtis J. Myers | 50% | 100% | 200% | | Richard S. Kraemer | 35% | 70% | 140% | | Angela M. Snyder | 35% | 70% | 140% | | Andrew B. Fiol | 30% | 60% | 120% | | Meg R. Mueller | 25% | 50% | 100% |

  56. Annual Cash Incentives – VCP Awards

    | (1) For purposes of determining VCP Awards, eligible earnings are the actual 2025 base salary earnings paid to the NEOs. |

  57. Annual Cash Incentives – VCP Awards

    2025 Scorecard Results The following table shows Fulton’s actual 2025 results with respect to the 2025 Scorecard:

  58. Annual Cash Incentives – VCP Awards

    | Final 2025 Scorecard Matrix | | | | | | | | | | | Performance Categories | Performance Sub-categories(1) | | | | | | | | | | Financial Results | Score Rating | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | Actual Performance | | Payout Percentage | | | Adjusted EPS(2) | $1.75 | $1.94 | $2.13 | $2.33 | 30% | $2.16 | | 47.02% | | | Adjusted ROE(2) | 10.01% | 11.12% | 12.23% | 13.34% | 20% | 12.58% | | 33.15% | | | Adjusted Operating Expense/Average Assets(2) | 2.40% | 2.34% | 2.28% | 2.22% | 10% | 2.40% | | 5.00% | | | Adjusted Efficiency Ratio(2) | 60.2% | 58.7% | 57.2% | 55.8% | 10% | 57.6% | | 13.78% | | Risk Management | | | | | | Weight | | Actual Performance | Payout Percentage | | | Capital, Liquidity, Management and Market Risk | | | | | 10% | | 5 | 20.00% | | | | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | | | | | | | Asset Quality: Adjusted Non-performing Assets to Total Assets(2) | 0.75% | 0.65% | 0.55% | 0.45% | 10% | | 0.58% | 13.50% | | Business Objectives | | (Threshold) 50% Payout | (Target) 100% Payout | 150% Payout | (Max) 200% Payout | Weight | | Actual Performance | Payout Percentage | | | 2025 Company-wide Employee Engagement Outcomes (All Employees) | 60.00% | 70.00% | 80.00% | >=90.00% | 10% | | 74.07% | 12.04% | | | | | | | | Total Funding % | | | 144.49% |

  59. Annual Cash Incentives – VCP Awards

    | (1) Interpolated on a straight-line basis. |

  60. Annual Cash Incentives – VCP Awards

    | (2) Non-GAAP financial measure. For more information regarding the calculation of non-GAAP financial measures included in this section, please refer to the section titled “Non-GAAP Reconciliations” included in Annex A to this Proxy Statement. |

  61. Annual Cash Incentives – VCP Awards

    2025 VCP Award Compensation Payouts Below are the NEOs’ 2025 VCP Award target and 2025 VCP Award paid based on a scorecard of 144.49% of target:

  62. Annual Cash Incentives – VCP Awards

    | NEO | 2025 VCP Award Target | 2025 VCP Award Paid | | Curtis J. Myers | $1,016,923 | $1,469,352 | | Richard S. Kraemer | $399,808 | $577,682 | | Angela M. Snyder | $432,923 | $625,530 | | Andrew B. Fiol | $273,678 | $395,438 | | Meg R. Mueller | $227,477 | $328,682 |

  63. Equity Awards – LTI Awards

    Equity Awards – LTI Awards Overview In 2025, LTI Awards were granted to our NEOs in the form of Performance Shares and RSUs. LTI Awards are awarded to focus each of our NEO’s attention on delivering long-term performance results that increase shareholder value. Performance Shares that vest, together with accrued dividend equivalent units, are settled in shares of Fulton common stock on a one-for-one basis. Dividend equivalent units will not be paid unless the Performance Shares vest. RSUs, together with accrued dividends, are settled in shares of Fulton common stock. Dividend equivalent units are not paid until the RSUs vest. The LTI Awards granted in 2025 are summarized below:

  64. Equity Awards – LTI Awards

    | 2025 Equity Award Structure |

  65. Equity Awards – LTI Awards

    | Performance Shares |

  66. Equity Awards – LTI Awards

    | | Allocation: 65% Grant Date: May 1, 2025 Performance Period: May 1, 2025 – March 31, 2028 Vesting: Relative TSR to 2025 Peer Group determines the number of Performance Shares earned for the performance period |

  67. Equity Awards – LTI Awards

    | RSUs | | | | Allocation: 35% Grant Date: May 1, 2025 Vesting: 3-year, time-based cliff vesting |

  68. Equity Awards – LTI Awards

    Award Opportunities The number of Performance Shares and RSUs awarded to each of the NEOs is based on a target opportunity amount that may be adjusted at the discretion of the HR Committee. For 2025, the target award opportunities (as a percentage of each NEO’s base salary) were as follows:

  69. Equity Awards – LTI Awards

    | | 2025 LTI Target Opportunity(1) | | | | | NEO | LTI Minimum (0% of Target) | LTI Target | LTI Maximum (125% of Target) | Individual Award Factor(2) | | Curtis J. Myers | 0% | 175% | 218.75% | 160.0% | | Richard S. Kraemer | 0% | 100% | 125.00% | 120.0% | | Angela M. Snyder | 0% | 100% | 125.00% | 160.0% | | Andrew B. Fiol | 0% | 75% | 93.75% | 160.0% | | Meg R. Mueller | 0% | 75% | 93.75% | 160.0% |

  70. Equity Awards – LTI Awards

    | (1) 2025 LTI target opportunity is a percentage of the NEOs’ base salary as of January 1, 2025. |

  71. Equity Awards – LTI Awards

    | (2) The HR Committee exercised its discretion to apply an individual award factor to the 2025 LTI award to reward superior performance and create strong incentive tied to value creation as a result of a significant acquisition. |

  72. Equity Awards – LTI Awards

    The actual payout of the Performance Shares portion of the LTI award is based on 2025 Peer Group performance from May 1, 2025 through March 31, 2028 using the following pay line.

  73. Equity Awards – LTI Awards

    | TSR Performance Pay Line | LTI TSR Payout Potential | | TSR Threshold – 25th percentile | 50% | | TSR Target – 50th percentile | 100% | | TSR Maximum – 75th percentile or greater | 150% |

  74. Equity Awards – LTI Awards

    The actual number of shares of Fulton common stock, if any, issued upon vesting may be higher or lower than the number of Performance Shares granted to the NEOs based on the attainment of the performance goal underlying the Performance Shares and the application of the individual award factor. The 2025 grant date fair value of the LTI awards and the total number of Performance Shares and RSUs awarded are set forth below:

  75. Equity Awards – LTI Awards

    | NEO | 2025 Grant Date Fair Value of LTI Award(1) | Performance Shares Awarded-Subject to TSR Performance | RSUs Awarded | | Curtis J. Myers | $2,558,162 | 99,018 | 53,317 | | Richard S. Kraemer | $655,431 | 25,370 | 13,660 | | Angela M. Snyder | $953,355 | 36,901 | 19,870 | | Andrew B. Fiol | $490,977 | 19,004 | 10,233 | | Meg R. Mueller | $516,334 | 19,986 | 10,761 |

  76. Equity Awards – LTI Awards

    | (1) Based on the $16.91 May 1, 2025 grant date fair value. |

  77. Equity Awards – LTI Awards

    Payout of 2022 Performance-Based Equity Awards Fulton granted to the NEOs on May 1, 2022 performance share unit awards (the “2022 Performance Share Award”) that vested on May 1, 2025, based on the achievement of the performance goals. The performance metric targets and results are as follows:

  78. Equity Awards – LTI Awards

    | 2022 Performance Share Award Metrics | Weighting | Performance Period Targets | Actual Results | % of Payment | | 3-year TSR | 65.0% | TSR Relative to 2021 Peer Group from May 1, 2022 to March 31, 2025 | 77.78 Percentile | 150.00% | | Profit Trigger | 35.0% | Achievement of net income by Fulton during the performance period of January 1, 2024 to December 31, 2024 sufficient to cover all dividends if any, declared and paid to shareholders during the last four full quarters prior to the grant date. | 100% | 100.00% | | | | Total Payout as a % of Target | | 132.50% |

  79. Equity Awards – LTI Awards

    With respect to the 2022 Performance Share Award, the total number of Performance Shares awarded, the grant date fair value of Performance Shares awarded, the total number of shares of Fulton common stock issued upon vesting and the total value of shares of Fulton common stock issued upon vesting are as follows:

  80. Equity Awards – LTI Awards

    | NEO | Total Number of Performance Shares Awarded | Grant Date Fair Value of Performance Shares Awarded | Total Number of Shares of Fulton Common Stock Issued upon Vesting | Total Value of Shares of Fulton Common Stock Issued upon Vesting(1) | | Curtis J. Myers | 41,695 | $626,009 | 62,717 | $1,060,547 | | Richard S. Kraemer(2) | - | - | - | - | | Angela M. Snyder | 25,214 | $378,563 | 37,926 | $641,331 | | Andrew B. Fiol | 12,326 | $185,506 | 17,499 | $295,512 | | Meg R. Mueller | 19,997 | $300,235 | 30,079 | $508,643 |

  81. Equity Awards – LTI Awards

    | (1) Shares valued at $16.91 per share on the May 1, 2025 vesting date. Vested amounts include accrued dividend equivalent units. |

  82. Equity Awards – LTI Awards

    | (2) Mr. Kraemer was hired after 2022 and therefore did not receive a 2022 Performance Share award. |

  83. Executive Compensation Policies

    Compliance with our stock ownership guidelines is determined on an annual basis. The Guidelines require that each executive officer comply with our stock ownership requirements within five years after the later of: (i) first being appointed to his or her position, (ii) being hired by Fulton or (iii) a change in the minimum ownership requirement. Stock ownership excludes Fulton stock options and unvested equity awards, but includes all other shares beneficially owned and reported on an individual’s Form 3, 4 or 5 filed with the SEC, including shares owned individually, deferred vested stock unit awards, shares held in retirement accounts, indirect ownership and jointly held shares of Fulton common stock. As of December 31, 2025, Mr. Myers has until December 31, 2028 to comply with the stock ownership guideline requirements, Mr. Kraemer has until December 31, 2029 to comply with the stock ownership guideline requirements, and Mr. Fiol has until December 31, 2030 to comply with the stock ownership guideline requirements. Ms. Snyder retired on December 31, 2025 and is no longer subject to the stock ownership guideline requirements for NEOs. All of the other NEOs who were employed by Fulton on December 31, 2025 satisfied their respective stock ownership guideline requirements. Clawback Policies Fulton maintains two distinct clawback policies – its Amended and Restated Compensatory Recovery “Clawback” Policy (the “Clawback Policy”) and its Mandatory Recovery of Compensation Policy (the “Mandatory Clawback Policy”). Our Clawback Policy contains clawback provisions for all participants, including the NEOs, with respect to performance-based compensation, including VCP Awards and Performance Shares. The Clawback Policy identifies the events that may give rise to a clawback, including: (i) any accounting restatement due to Fulton’s material noncompliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, (ii) there is a material inaccuracy in the calculation of Fulton’s performance metrics used to determine incentive compensation or (iii) there is a material violation of our Code of Conduct resulting in a negative financial impact to Fulton. Our Board also adopted a separate and distinct Mandatory Clawback Policy that applies to any performance-based compensation paid to executive officers, including the NEOs. Except as provided in the Mandatory Clawback Policy, if Fulton is required to prepare any accounting restatement due to Fulton’s material noncompliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the Board will recover any recoverable amount of any incentive compensation received by a current or former executive officer. The recoverable amount will be repaid to Fulton within a reasonable time after the current or former executive officer is notified of the recoverable amount. Recovery under the Mandatory Clawback Policy will apply regardless of any misconduct, fault, or illegal activity of Fulton, the executive officer, or the Board. Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Other than through participation in our ESPP, we did not grant any options to any employee or other service provider in 2025, and as of December 31, 2025, we had no options outstanding that were granted to any employee or other service provider. With respect to our annual equity awards, the dollar value of such awards to be granted to the NEOs are typically approved at a meeting held in February of each year by the Board, in the case of Mr. Myers, and by the HR Committee, in the case of the other NEOs. The grant date for those annual equity awards is May 1 of each year. The dollar value of the annual equity awards to the NEOs is converted into shares by dividing the dollar value of each annual equity award by the closing price of our common stock on the grant date or, if the grant date is not a business day, then the next preceding business day, rounded down to the nearest whole share. The Board and the HR Committee do not take into account material nonpublic information when determining the timing and terms of annual equity awards to our NEOs. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Tax Deductibility of Compensation Expense Section 162(m) of the Tax Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. While the HR Committee considers the deductibility of awards as one factor in determining executive compensation, the HR Committee also looks at other factors in making its decisions, as detailed in the CD&A, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. CEO Pay Ratio Disclosure We are providing the following information about the annual total compensation of our median employee (“Median Employee”) and the annual total compensation of our CEO:

  84. Executive Compensation Policies

    | Pay Ratio Summary | | | • | The 2025 annual total compensation of our Median Employee (other than our CEO) was $75,229. | | • | The 2025 annual total compensation of our CEO, as reported in the Summary Compensation Table, was $5,184,944. | | • | For 2025, the ratio of the annual total compensation of our CEO to our Median Employee was 68.92 to 1. |

  85. Summary Compensation Table

    Summary Compensation Table

  86. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Curtis J. Myers Chairman of the Board and CEO (PEO) | 2025 | 1,016,923 | - | 2,558,162 | 1,469,352 | 140,507 | 5,184,944 | | | 2024 | 901,154 | - | 1,329,526 | 1,002,173 | 104,977 | 3,337,830 | | | 2023 | 850,000 | - | 954,757 | 382,500 | 122,183 | 2,309,440 | | Richard S. Kraemer Senior Executive Vice President and CFO (PFO) | 2025 | 571,154 | - | 655,431 | 577,682 | 95,664 | 1,899,931 | | | 2024 | 167,115 | 298,064 | 749,997 | 130,095 | 14,230 | 1,359,501 | | | 2023 | - | - | - | - | - | - | | Angela M. Snyder(5) President | 2025 | 618,461 | - | 953,355 | 625,530 | 90,462 | 2,287,810 | | | 2024 | 550,000 | - | 637,240 | 428,159 | 72,181 | 1,687,580 | | | 2023 | 500,000 | - | 468,014 | 175,000 | 65,881 | 1,208,895 | | Andrew B. Fiol(6) Senior Executive Vice President and Chief Banking Officer | 2025 | 456,131 | - | 490,977 | 395,438 | 68,813 | 1,411,359 | | | - | - | - | - | - | - | - | | | - | - | - | - | - | - | - | | Meg R. Mueller Senior Executive Vice President and Enterprise Credit Executive | 2025 | 454,954 | - | 516,334 | 328,682 | 50,253 | 1,350,223 | | | 2024 | 433,290 | - | 376,515 | 240,931 | 53,409 | 1,104,145 | | | 2023 | 428,803 | - | 292,475 | 107,201 | 48,819 | 877,298 |

  87. Summary Compensation Table

    | (1) Titles and positions listed are as of December 31, 2025. | | (2) Amounts represent the grant date fair values of stock awards (RSUs and Performance Shares), granted to our NEOs during the applicable year. The grant date fair value of the Performance Shares in 2025, 2024 and 2023 was determined in accordance with ASC Topic 718. Assumptions used in the calculation of the amounts reported in this column are discussed in Note 16 to our Consolidated Financial Statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Fair value is based on a Monte Carlo simulation used to account for market conditions. The number and type of awards granted in 2025 is reflected in the “Grants of Plan-Based Awards” table below. The fair value of Performance Shares granted in 2025, 2024 and 2023 are shown in this table assuming the target level of such awards will be earned. The grant date fair value of the Performance Shares granted in 2025, if earned at the maximum performance level, would equal $3,386,447 for Mr. Myers, $867,651 for Mr. Kraemer, $1,262,032 for Ms. Snyder, $649,945 for Mr. Fiol and $683,517 for Ms. Mueller. The grant date fair value of Performance Shares granted in 2024, if earned at the maximum performance level, would equal $1,783,436 for Mr. Myers, $854,807 for Ms. Snyder and $505,064 for Ms. Mueller. The grant date fair value of the Performance Shares granted in 2023, if earned at the maximum performance level, would equal $1,253,641 for Mr. Myers, $614,527 for Ms. Snyder and $384,037 for Ms. Mueller. |

  88. Summary Compensation Table

    | (3) The amounts reported in this column are VCP Awards detailed under “Annual Cash Incentives – VCP Awards” beginning on page 39. |

  89. Summary Compensation Table

    | (4) All other compensation includes: (i) Fulton contributions to the 401(k) Plan, (ii) Fulton contributions to the DCP, (iii) Fulton-paid club memberships, (iv) automobile perquisites and (v) other benefits individually that, except for Ms. Snyder for 2025, are less than the greater of $25,000 or 10% of all perquisites and personal benefits. A breakdown of “All Other Compensation” is included in the table on page 50. |

  90. Summary Compensation Table

    | (5) Ms. Snyder retired on December 31, 2025. |

  91. Summary Compensation Table

    | (6) Mr. Fiol was appointed Chief Banking Officer on June 1, 2025. He was not an NEO for either 2023 or 2024. |

  92. All Other Compensation

    | Name | Year | Qualified Retirement Plan Company Contribution ($) | Nonqualified Deferred Compensation Plan Company Contribution ($) | Club Memberships ($) | Automobile Perquisites ($) | Other Compensation and Perquisites(1) ($) | Total All Other Compensation ($)(2) | | Curtis J. Myers | 2025 | 17,500 | 83,871 | 25,179 | 2,800 | 11,157 | 140,507 | | | 2024 | 17,250 | 47,320 | 24,865 | 4,647 | 10,894 | 104,977 | | | 2023 | 16,500 | 64,839 | 24,705 | 4,386 | 11,753 | 122,183 | | Richard S. Kraemer(3) | 2025 | - | - | 51,863 | 19,200 | 24,601 | 95,664 | | | 2024 | - | - | - | 6,400 | 7,830 | 14,230 | | Angela M. Snyder(3) | 2025 | 17,500 | 35,180 | - | 2,179 | 35,604 | 90,462 | | | 2024 | 17,250 | 19,198 | - | 2,204 | 33,529 | 72,181 | | | 2023 | 16,500 | 28,370 | 864 | 2,095 | 18,052 | 65,881 | | Andrew B. Fiol | 2025 | 17,500 | 17,040 | 6,798 | 19,200 | 8,275 | 68,813 | | | - | - | - | - | - | - | - | | | - | - | - | - | - | - | - | | Meg R. Mueller | 2025 | 17,500 | - | 12,988 | 11,490 | 8,275 | 50,253 | | | 2024 | 17,250 | - | 13,887 | 11,169 | 11,104 | 53,409 | | | 2023 | 16,500 | - | 16,178 | 11,150 | 4,991 | 48,819 |

  93. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  94. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock (#) | ($) | | Curtis J. Myers | 3/17/2025 | 5/1/2025 | - | - | - | - | - | - | 53,317 | 901,590 | | | 3/17/2025 | 5/1/2025 | - | - | - | 49,509 | 99,018 | 148,527 | - | 1,656,571 | | | 2/13/2025 | - | 508,462 | 1,016,923 | 2,033,846 | - | - | - | - | - | | Richard S. Kraemer | 3/17/2025 | 5/1/2025 | - | - | - | - | - | - | 13,660 | 230,991 | | | 3/17/2025 | 5/1/2025 | - | - | - | 12,685 | 25,370 | 38,055 | - | 424,440 | | | 2/13/2025 | - | 199,904 | 399,808 | 799,616 | - | - | - | - | - | | Angela M. Snyder | 3/17/2025 | 5/1/2025 | - | - | - | - | - | - | 19,870 | 336,002 | | | 3/17/2025 | 5/1/2025 | - | - | - | 18,451 | 36,901 | 55,352 | - | 617,354 | | | 2/13/2025 | - | 216,462 | 432,923 | 865,846 | - | - | - | - | - | | Andrew B. Fiol | 3/17/2025 | 5/1/2025 | - | - | - | - | - | - | 10,233 | 173,040 | | | 3/17/2025 | 5/1/2025 | - | - | - | 9,502 | 19,004 | 28,506 | - | 317,937 | | | 2/13/2025 | - | 136,839 | 273,678 | 547,357 | - | - | - | - | - | | Meg R. Mueller | 3/17/2025 | 5/1/2025 | - | - | - | - | - | - | 10,761 | 181,969 | | | 3/17/2025 | 5/1/2025 | - | - | - | 9,993 | 19,986 | 29,979 | - | 334,366 | | | 2/13/2025 | - | 113,739 | 227,477 | 454,954 | - | - | - | - | - |

  95. Grants of Plan-Based Awards

    | (1) The amounts reflect incentive cash bonuses with respect to the VCP. The actual amounts paid for 2025 with respect to the VCP are set forth in the “Non-Equity Incentive Plan Compensation” column of the SCT. |

  96. Grants of Plan-Based Awards

    | (2) Represents the number of Performance Shares granted to the NEOs, including any individual award factor. Performance Shares are earned and vested based on the actual performance level achieved with respect to Fulton’s relative TSR during the performance period. The actual number of 2025 Performance Shares earned and vested is interpolated on a straight-line basis between the relevant targets. |

  97. Grants of Plan-Based Awards

    | (3) Represents the number of RSUs granted to the NEOs. |

  98. Grants of Plan-Based Awards

    | (4) See footnote 2 to the SCT on page 49 for additional information regarding the grant date fair value of the Performance Shares and RSUs. The grant date fair value of each equity award is computed in accordance with FASB ASC Topic 718. The closing price of Fulton common stock on the May 1, 2025 grant date was $16.91. All RSUs and Performance Shares were granted under the 2022 Amended and Restated Equity and Cash Incentive Compensation Plan. |

  99. 2025 Outstanding Equity Awards at December 31, 2025

    2025 Outstanding Equity Awards at December 31, 2025

  100. 2025 Outstanding Equity Awards at December 31, 2025

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(2) | | Curtis J. Myers | 05/01/2023 | - | - | 127,475(4) | 2,464,086 | | | 05/01/2024 | 26,444(A) | 511,165 | 73,665(5) | 1,423,950 | | | 05/01/2025 | 54,368(C) | 1,050,939 | 151,456(6) | 2,927,637 | | Richard S. Kraemer | 09/03/2024 | 27,324(B) | 528,173 | - | - | | | 05/01/2025 | 13,929(C) | 269,254 | 38,805(6) | 750,108 | | Angela M. Snyder(7) | 05/01/2023 | - | - | 62,487(4) | 1,207,882 | | | 05/01/2024 | - | - | 35,309(5) | 682,523 | | | 05/01/2025 | - | - | 56,443(6) | 1,091,042 | | Andrew B. Fiol | - | - | - | - | - | | | - | - | - | - | - | | | 05/01/2025 | 10,435(C) | 201,704 | 29,068(6) | 561,886 | | Meg R. Mueller | 05/01/2023 | - | - | 39,050(4) | 754,843 | | | 05/01/2024 | 7,311(A) | 141,327 | 20,862(5) | 403,270 | | | 05/01/2025 | 10,715(C) | 207,125 | 30,570(6) | 590,920 |

  101. 2025 Outstanding Equity Awards at December 31, 2025

    | (1) Represents the number of RSUs and accrued dividend equivalent units on December 31, 2025. |

  102. 2025 Outstanding Equity Awards at December 31, 2025

    | (A) RSUs granted May 1, 2024. The RSUs will vest on May 1, 2027. |

  103. 2025 Outstanding Equity Awards at December 31, 2025

    | (B) RSUs granted on September 3, 2024. Fifty percent of the RSUs will vest on September 3, 2026 and September 3, 2027, respectively. |

  104. 2025 Outstanding Equity Awards at December 31, 2025

    | (C) RSUs granted May 1, 2025. The RSUs will vest on May 1, 2028. |

  105. 2025 Outstanding Equity Awards at December 31, 2025

    | (2) Market value of Performance Shares and RSUs shown is based on the Fulton closing price of $19.33 on December 31, 2025. |

  106. 2025 Outstanding Equity Awards at December 31, 2025

    | (3) Represents the number of Performance Shares and accrued dividend equivalent units on December 31, 2025 based on maximum vesting. |

  107. 2025 Outstanding Equity Awards at December 31, 2025

    | (4) Performance Shares granted on May 1, 2023. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2026. |

  108. 2025 Outstanding Equity Awards at December 31, 2025

    | (5) Performance Shares granted on May 1, 2024. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2027. |

  109. 2025 Outstanding Equity Awards at December 31, 2025

    | (6) Performance Shares granted on May 1, 2025. If the performance criteria is achieved, then earned Performance Shares will vest on May 1, 2028. |

  110. 2025 Outstanding Equity Awards at December 31, 2025

    | (7) Ms. Snyder’s remaining RSUs accelerated and vested on December 31, 2025 as a result of her retirement. |

  111. 2025 Option Exercise and Stock Vested

    2025 Option Exercise and Stock Vested

  112. 2025 Option Exercise and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Curtis J. Myers | - | - | 62,717 | 1,060,547 | | Richard S. Kraemer | - | - | 13,525 | 263,054 | | Angela M. Snyder(2) | - | - | 58,179 | 1,031,684 | | Andrew B. Fiol | - | - | 17,499 | 295,912 | | Meg R. Mueller | - | - | 30,332 | 512,921 |

  113. 2025 Option Exercise and Stock Vested

    | (1) Vested Performance Shares valued at $16.91 per share on the May 1, 2025 vesting date and include accrued dividend equivalent units. Amounts for Ms. Snyder and Ms. Mueller also include RSUs withheld to cover Social Security and Medicare taxes due to retirement eligibility at the time of the 2025 grant. The amount for Mr. Kraemer includes RSUs valued at $19.45 per share on the September 3, 2025 vesting date. |

  114. 2025 Option Exercise and Stock Vested

    | (2) The share amount listed for Ms. Snyder includes all outstanding RSUs as of the time of her retirement on December 31, 2025, valued at $382,456 on such date. These RSUs accelerated vesting in accordance with her retirement date but the shares have not been released in accordance with Internal Revenue Service regulations. |

  115. 2025 Non-Qualified Deferred Compensation(1)

    2025 Non-Qualified Deferred Compensation(1)

  116. 2025 Non-Qualified Deferred Compensation(1)

    | Name | NEO Contributions in Last Fiscal Year(2) ($) | Registrant Contributions in Last Fiscal Year(3) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals and Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-end(4) ($) | | Curtis J. Myers | 118,635 | 83,871 | 263,020 | - | 2,174,435 | | Richard S. Kraemer | - | - | - | - | - | | Angela M. Snyder | 309,779 | 35,180 | 299,758 | 77,303 | 2,251,171 | | Andrew B. Fiol | 192,006 | 17,040 | 106,761 | - | 959,061 | | Meg R. Mueller | - | - | 128 | - | 3,174 |

  117. 2025 Non-Qualified Deferred Compensation(1)

    | (1) For more details on our DCP, see “Deferred Compensation Plan” on page 45. |

  118. 2025 Non-Qualified Deferred Compensation(1)

    | (2) Amounts listed as NEO Contributions in Last Fiscal Year are included in the SCT for 2025 as Base Salary and/or Non-Equity Incentive Plan Compensation. |

  119. 2025 Non-Qualified Deferred Compensation(1)

    | (3) Amounts listed as Registrant Contributions to the DCP are included as part of the NEOs’ “Total All Other Compensation” in the SCT. |

  120. 2025 Non-Qualified Deferred Compensation(1)

    | (4) The aggregate balances as of December 31, 2025 include the following amounts previously reported in the SCT for prior years for Messrs. Myers and Kraemer and Messes. Snyder and Mueller of $1,030,022, $0, $823,489 and $0, respectively. Amounts listed as aggregate balances will be paid to the NEOs upon termination of employment for any reason. Refer to the DCP narrative description on page 45 for additional information. |

  121. Potential Payments on Termination and Change in Control

    Potential Payments on Termination and Change in Control Set forth below is a summary of the material terms regarding the potential compensation of Fulton’s NEOs in connection with a termination event or change in control of Fulton. In addition to the amounts set forth below, as the result of any termination of employment on December 31, 2025, each of the NEOs would be entitled to receive the amounts listed for him or her in the “Aggregate Balance at Last Fiscal Year-end” column of the 2025 Non-Qualified Deferred Compensation Table set forth above. The following defined terms will have the meanings set forth below: Definitions. The relevant definitions under the CIC Agreement are summarized as follows:

  122. Potential Payments on Termination and Change in Control

    | • | “Cause” means (i) the NEO’s commitment of a felony or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the NEO,(ii) the NEO’s use of alcohol or other drugs which interferes with the NEO’s performance, (iii) the NEO’s continuing deliberate and intentional refusal or failure to perform the NEO’s duties to Fulton, (iv) the NEO’s participation in conduct that brings public discredit on or injures the reputation of Fulton or (v) the NEO’s legal preclusion of employment. | | • | “Change in Control” means (i) during any period of not more than 36 months, the individuals that constituted the Board at the |

  123. Potential Payments on Termination and Change in Control

    | | beginning of such period, with certain exceptions, cease to constitute at least a majority of Fulton’s Board, (ii) beneficial ownership of more than 30% of the outstanding voting power of Fulton common stock is acquired by any person, with certain exceptions, (iii) a merger or consolidation involving Fulton is consummated, unless at least 50% of the voting power of the resulting entity is represented by Fulton voting securities outstanding prior to such merger or consolidation, no person beneficially has the power to vote 30% or more of the voting power of the resulting entity, and at least a majority of the members of the board of directors of the resulting entity were members of the Board prior to the execution of the agreement which effectuated such merger or consolidation, (iv) the sale of all or substantially all of the assets of Fulton is consummated or (v) Fulton’s shareholders approve a plan of liquidation or dissolution. | | • | “Disability” means a medically determinable physical or medical impairment that is expected to result in death or to last for at least 12 months and that either renders the NEO unable to engage in any substantial gainful activity or qualifies the NEO for benefits under a Fulton disability plan. | | • | “Good Reason” means (i) a breach by Fulton of its material obligations without remedy, (ii) a significant change in the NEO’s authority, duties, compensation or benefits or (iii) a relocation of the NEO outside a specified distance from where the NEO previously was based. | | • | “Retirement” means the NEO terminates employment with Fulton after the NEO has achieved the earlier of: (i) age 60 with at least ten years of service to Fulton or any affiliate or (ii) age 62 with at least five years of service to Fulton or any affiliate. | | • | “Without Cause” means any reason other than for Cause. |

  124. Potential Payments on Termination and Change in Control

    Voluntary Termination. In the event an NEO’s employment is voluntarily terminated by the NEO other than for Good Reason or Retirement, Fulton’s obligations are limited to the payment of the NEO’s earned but unpaid base salary, together with any applicable expense reimbursements and all earned but unpaid benefits and vested benefits (collectively, the “Accrued Obligations”). No other payments are required, and any unvested time-based restricted stock units and Performance Shares are forfeited by the NEO unless the voluntary termination is also a Retirement. Termination for Good Reason or Without Cause. If an NEO terminates his or her employment for Good Reason or the NEO’s employment is terminated by Fulton Without Cause, other than in connection with a Change in Control then in addition to the Accrued Obligations, the NEO is entitled to receive the NEO’s base salary for a period of one year, plus any vested and unpaid cash bonus for the prior fiscal year plus a cash bonus for the fiscal year in which the termination date occurs at the target payout level, pro-rated to the date of termination, except that Mr. Myers is entitled to receive his base salary for two years (paid over two years). The NEO and his or her spouse and eligible dependents are permitted to participate in employee health and other benefit plans for which the NEO is eligible during this one-year period (or two years, in the case of Mr. Myers). If Fulton is unable to continue the NEO’s participation in any employee benefit plan, the NEO will be compensated in an amount equal to the cost Fulton would have incurred had the NEO been eligible to participate in the plan plus an amount equal to the applicable individual income taxes due on such amount. Unvested Performance Shares are forfeited. Termination for Cause. If an NEO’s employment is terminated for Cause, Fulton is not obligated to make any further payments to the NEO, other than the Accrued Obligations. Unvested time-based RSUs and Performance Shares are forfeited. Retirement or Disability. In the event an NEO terminates his or her employment due to Retirement, the NEO is entitled to receive the Accrued Obligations, unvested time-based restricted stock units vest and Performance Shares remain outstanding and will vest based on achievement of the relevant performance goals. In the event of a termination due to an NEO’s Disability, the NEO is entitled to receive an amount equal to at least six months’ base salary as in effect immediately prior to the date of the Disability. After this six-month salary continuation period, for as long as the NEO continues to be disabled, the NEO will continue to receive at least 60% of the NEO’s base salary until the earlier of the NEO’s death or December 31 of the calendar year in which the NEO attains age 65 (the first $20,000 per month of this benefit is paid under our long-term disability policy generally applicable to all benefits-eligible employees, and the remainder is paid by Fulton). The NEO will also receive those benefits customarily provided by Fulton to disabled former employees through the earlier of December 31 of the year the NEO turns 65 and the NEO’s death including, but not limited to, life, medical, health and accident insurance. In addition, upon a termination of an NEO’s employment due to Disability, unvested RSUs automatically vest and unvested Performance Shares vest either on an accelerated basis, subject to the HR Committee’s determination of the extent to which the performance goals have been met, or vest subject to the achievement of the relevant performance goals. Death. In the event certain NEOs die while actively employed by Fulton, such NEO’s estate or beneficiaries are eligible for a payment from Fulton (in addition to the Accrued Obligations) equal to two times the NEO’s base salary (plus an amount equal to applicable individual income taxes due on such amounts) pursuant to individual death benefit agreements between Fulton and that NEO. The NEO’s spouse and eligible dependents are permitted to participate in employee health benefit plans for which the NEO was eligible for a two-year period. If Fulton is unable to continue the NEO’s beneficiaries’ participation in any employee benefit plan, the beneficiary will be compensated in an amount equal to the cost Fulton would have incurred had the beneficiary been eligible to participate in the plan. In addition, under the terms of their respective death benefit agreements, Mr. Myers and Ms. Snyder would each receive a reduced, post-retirement death benefit of $5,000. The other NEOs are not eligible for any post-retirement death benefit. Further, in the event of the death of an NEO, unvested RSUs automatically vest and unvested Performance Shares vest either on an accelerated basis, subject to the HR Committee’s determination of the extent to which the performance goals have been met, or vest subject to the achievement of the relevant performance goals. Change in Control – NEOs other than Mr. Myers. If, during the period beginning 90 days before a Change in Control and ending two years after such Change in Control, an NEO is terminated by Fulton Without Cause or an NEO resigns for Good Reason, Fulton is required to pay the NEO (in addition to the Accrued Obligations) a lump sum payment equal to two times the sum of the NEO’s: (i) annual base salary immediately before the Change in Control and (ii) the highest annual cash bonus or other cash incentive compensation awarded to the NEO over the prior three years. The NEO is also entitled to receive: (i) an amount equal to that portion of the 401(k) Plan or DCP contributions for the NEO which did not vest plus an amount equal to the applicable individual income taxes due on such amount, (ii) an amount equal to two years of Fulton retirement plan contributions to each tax qualified or nonqualified retirement plan in which the NEO was a participant immediately prior to the NEO’s termination or resignation, (iii) payment of up to $10,000 for outplacement services and (iv) continuation of other employee welfare benefits for a period of two years. Change in Control – Mr. Myers. With respect to Mr. Myers, if during the period beginning 90 days before a Change in Control and ending two years after such Change in Control, Mr. Myers is terminated by Fulton Without Cause or he resigns for Good Reason, Fulton is required to pay Mr. Myers a lump sum payment equal to three times the sum of Mr. Myers’: (i) annual base salary immediately before the Change in Control and (ii) the average annual cash bonus or other cash incentive compensation awarded to Mr. Myers over the past three years. Mr. Myers is also entitled to receive: (i) an amount equal to that portion of the 401(k) Plan or DCP contributions for Mr. Myers which did not vest plus an amount equal to applicable individual income taxes due on such amount, (ii) an amount equal to two years of Fulton retirement plan contributions to each tax qualified or nonqualified retirement plan in which Mr. Myers was a participant immediately prior to Mr. Myers’ termination or resignation, (iii) payment of up to $10,000 for outplacement services and (iv) continuation of other employee welfare benefits for a period of two years. The NEOs are not entitled to receive continuation of other executive perquisites, but, the NEOs have the ability to purchase, at book value, any employer-provided automobile used by the NEO at the time of his or her termination.

  125. 2025 Neo Change in Control and Termination Table

    | Potential Payments as of December 31, 2025 | | | | | | | | NEO | Voluntary Termination or Termination for Cause | Termination Without Cause or for Good Reason – Not in Connection With a Change in Control(4) | Termination Without Cause or for Good Reason – in Connection With a Change in Control(5) | Termination Due to Retirement(6) | Termination Due to Disability(7) | Termination Due to Death(8) | | Curtis J. Myers | | | | | | | | Cash ($) | - | 4,033,846 | 5,152,096 | - | 3,022,466 | 2,000,000 | | Equity ($)(1) | - | 1,562,104 | 6,322,845 | - | 6,322,845 | 6,322,845 | | Pension/NQDC Contributions ($)(2) | - | - | 202,742 | - | - | - | | Perquisites and Benefits ($)(3) | - | 32,274 | 42,274 | - | 118,899 | 32,274 | | Tax Reimbursement ($) | - | - | - | - | - | 1,280,291 | | TOTAL ($) | - | 5,628,224 | 11,719,957 | - | 9,464,210 | 9,635,410 | | Richard S. Kraemer | | | | | | | | Cash ($) | - | 949,808 | 1,956,317 | - | 1,809,562 | 1,100,000 | | Equity ($)(1) | - | 797,427 | 1,297,499 | - | 1,297,499 | 1,297,499 | | Pension/NQDC Contributions ($)(2) | - | - | - | - | - | - | | Perquisites and Benefits ($)(3) | - | 20,603 | 51,207 | - | 358,631 | 41,207 | | Tax Reimbursement ($) | - | - | - | - | - | 704,160 | | TOTAL ($) | - | 1,767,838 | 3,305,023 | - | 3,465,692 | 3,142,866 | | Angela M. Snyder | | | | | | | | Cash ($) | - | 1,032,923 | 2,056,317 | - | 663,123 | 1,200,000 | | Equity ($)(1) | - | | 2,093,978 | 2,093,978 | 2,093,978 | 2,093,978 | | Pension/NQDC Contributions ($)(2) | - | - | 105,359 | - | - | - | | Perquisites and Benefits ($)(3) | - | 16,137 | 42,274 | - | 54,703 | 32,274 | | Tax Reimbursement ($) | - | - | - | - | - | 768,175 | | TOTAL ($) | - | 1,049,060 | 4,297,929 | 2,093,978 | 2,811,805 | 4,094,427 | | Andrew B. Fiol | | | | | | | | Cash ($) | - | 723,678 | 1,354,592 | - | 538,685 | 900,000 | | Equity ($)(1) | - | 335,349 | 1,505,082 | - | 1,505,082 | 1,505,082 | | Pension/NQDC Contributions ($)(2) | - | - | 69,080 | - | - | - | | Perquisites and Benefits ($)(3) | - | 20,924 | 51,847 | - | 226,336 | 41,847 | | Tax Reimbursement ($) | - | - | - | - | - | 576,131 | | TOTAL ($) | - | 1,079,951 | 2,980,602 | - | 2,270,104 | 3,023,061 |

  126. 2025 Neo Change in Control and Termination Table

    | Potential Payments as of December 31, 2025 | | | | | | | | NEO | Voluntary Termination or Termination for Cause | Termination Without Cause or for Good Reason – Not in Connection With a Change in Control(4) | Termination Without Cause or for Good Reason – in Connection With a Change in Control(5) | Termination Due to Retirement(6) | Termination Due to Disability(7) | Termination Due to Death(8) | | Meg R. Mueller | | | | | | | | Cash ($) | - | 667,266 | 1,464,480 | - | 285,922 | 879,578 | | Equity ($)(1) | - | 348,451 | 1,580,932 | 1,580,932 | 1,580,932 | 1,580,932 | | Pension/NQDC Contributions ($)(2) | - | - | 35,000 | - | - | - | | Perquisites and Benefits ($)(3) | - | 20,603 | 51,207 | - | 64,541 | 41,207 | | Tax Reimbursement ($) | - | - | - | - | | 563,058 | | TOTAL ($) | - | 1,036,321 | 3,131,618 | 1,580,932 | 1,931,395 | 3,064,775 |

  127. 2025 Pay Versus Performance Disclosure

    2025 Pay Versus Performance Disclosure Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, Fulton is providing the following information about the relationship between executive compensation actually paid (“CAP”) to Fulton’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of Fulton. The HR Committee does not utilize CAP as the basis for making compensation decisions. Please see the CD&A with respect to additional information with respect to our compensation philosophy and how we align executive compensation with our performance.

  128. 2025 Pay Versus Performance Disclosure

    | Pay Versus Performance Table | | | | | | | | | | Year(1) (a) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) | Average Compensation Actually Paid to Non-PEO NEOs(3) (e) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income (GAAP)(6) (h) | Company Selected Metric: Adjusted EPS(7) (i) | | | | | | | TSR (f) | Peer Group TSR(5) (g) | | | | 2025 | $5,184,944 | $5,733,586 | $1,737,331 | $1,881,976 | $183.57 | $131.30 | $392 | $2.16 | | 2024 | $3,337,831 | $4,335,378 | $1,178,658 | $1,073,637 | $177.10 | $125.97 | $289 | $1.68 | | 2023 | $2,309,440 | $2,862,798 | $999,817 | $1,196,969 | $146.02 | $107.92 | $284 | $1.70 | | 2022 | $4,923,557 | $5,537,243 | $1,541,616 | $1,675,245 | $142.98 | $115.66 | $287 | $1.76 | | 2021 | $4,207,894 | $5,365,077 | $1,395,455 | $1,745,204 | $138.94 | $142.26 | $275 | $1.62 |

  129. 2025 Pay Versus Performance Disclosure

    | (1) Mr. Myers served as the PEO for the entirety of 2025, 2024 and 2023. Mr. Wenger served as the PEO for the entirety of 2022 and 2021. Our Non-PEO NEOs for the applicable years were as follows: |

  130. 2025 Pay Versus Performance Disclosure

    | • | 2025: Richard S. Kraemer, Angela M. Snyder, Andrew B. Fiol and Meg R. Mueller; | | • | 2024: Mark R. McCollom, Beth Ann L. Chivinski, Richard S. Kraemer, Karthik K. Sridharan; | | • | 2023: Mark R. McCollom, Angela M. Snyder, Meg R. Mueller and Beth Ann L. Chivinski; | | • | 2022: Mark R. McCollom, Curtis J. Myers, Natasha Luddington and Angela M. Snyder; and | | • | 2021: Curtis J. Myers, Mark R. McCollom, Angela M. Snyder and Meg R. Mueller; |

  131. 2025 Pay Versus Performance Disclosure

    | (2) Amounts reported in these columns represent: (i) the total compensation reported in the SCT for the applicable year for the PEO and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. |

  132. 2025 Pay Versus Performance Disclosure

    | (3) Amounts reported in these columns represent CAP. Adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for the applicable PEO and for the average of the Non-PEO NEOs is set forth in the immediately following table. |

  133. 2025 Pay Versus Performance Disclosure

    | (4) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  134. 2025 Pay Versus Performance Disclosure

    | (5) Peer Group total shareholder return (“Peer Group TSR”) represents the Nasdaq Bank Index, which is used by Fulton for purposes of compliance with Item 201(e) of Regulation S-K. |

  135. 2025 Pay Versus Performance Disclosure

    | (6) Amounts in millions. |

  136. 2025 Pay Versus Performance Disclosure

    | (7) Adjusted EPS is a Fulton selected measure. Values shown reflect EPS as calculated for purposes of our executive compensation program for the applicable reporting year as set forth in detail under “Non-GAAP Reconciliations” in Annex A to this Proxy Statement. No adjustments to EPS were made for 2021. |

  137. 2025 Pay Versus Performance Disclosure

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO Myers | Average Non-PEO NEOs | PEO Myers | Average Non-PEO NEOs | PEO Myers | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | | Summary Compensation Table Total | $5,184,944 | $1,737,331 | $3,337,831 | $1,178,658 | $2,309,440 | $999,817 | $4,923,557 | $1,541,616 | $4,207,894 | $1,395,455 | | Less Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $2,558,162 | $654,024 | $1,329,526 | $441,951 | $954,757 | $379,503 | $2,076,061 | $462,213 | $1,305,528 | $395,464 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $2,998,283 | $667,385 | $1,432,754 | $375,360 | $1,616,090 | $642,375 | $2,517,933 | $552,934 | $1,335,263 | $404,470 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $172,273 | $50,245 | $789,392 | $177,116 | $191,243 | $111,252 | $233,715 | $57,715 | $944,182 | $285,212 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | - | $98,658 | - | $80,075 | - | - | - | - | - | - | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | ($63,752) | ($17,618) | $104,927 | $27,582 | ($299,218) | ($176,972) | ($61,901) | ($14,807) | $183,267 | $55,530 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | - | - | - | $323,203 | - | - | - | - | - | - |

  138. 2025 Pay Versus Performance Disclosure

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO Myers | Average Non-PEO NEOs | PEO Myers | Average Non-PEO NEOs | PEO Myers | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | PEO Wenger | Average Non-PEO NEOs | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Prior to the Vesting Date Not Otherwise Reflected in Total Compensation for the Covered Year | - | - | - | - | - | - | - | - | - | - | | Compensation Actually Paid | $5,733,586 | $1,881,976 | $4,335,378 | $1,073,637 | $2,862,798 | $1,196,969 | $5,537,243 | $1,675,245 | $5,365,077 | $1,745,204 |

  139. 2025 Pay Versus Performance Disclosure

    In the table above, the unvested equity values are computed in accordance with ASC Topic 718. For unvested awards subject to performance-based vesting conditions, the change in equity value is determined based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year. Performance Measures Used to Link Company Performance and CAP The following is a list of performance measures that represent the most important performance measures used by Fulton to link 2025 CAP to the NEOs to performance:

  140. 2025 Pay Versus Performance Disclosure

    | • | TSR; | | • | Adjusted EPS; | | • | Adjusted ROE; and | | • | Adjusted Operating Expenses/Average Assets. |

  141. Pay Versus Performance Charts

    Pay Versus Performance Charts Relationship between CAP and TSR. The graph below illustrates the relationship between Fulton’s TSR and the Peer Group TSR as well as the relationship between TSR and CAP for the PEO and average Non-PEO NEOs. Relationship between CAP and Net Income. The graph below illustrates the relationship between Fulton’s Net Income and CAP for the PEO and average Non-PEO NEOs. Relationship between CAP and Adjusted EPS. The graph below illustrates the relationship between Fulton’s Adjusted EPS and CAP for the PEO and average Non-PEO NEOs.