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Sat Oct 31 · markets closed3 signals on Oct 30129 insider buys this week · $10BCIRO short report next: Nov 15The week ahead

FULTP

FULTON FINANCIAL CORP
NASDAQ · FINANCIALS · NATIONAL COMMERCIAL BANKS
15.51
−0.27 −1.71%
USD · close Oct 30
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MKT CAP $3BP/E 7.4DIV YIELD 4.84%FCF YIELD —REV TTM —NET INCOME $396.6M +22.4%NET CASH $705.9M52W 15.51 – 19.77SEC XBRL · TTM TO Invalid Date

How FULTP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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words, now 49,184

New in FY2025

  • Financial Statements and Supplementary Data." Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about the number of securities remaining available for future issuance under the Employee Equity Plan, the Directors' Plan and the ESPP as of December 31, 2025: Plan Category Number of securities to be issued upon exercise of outstanding warrants and rights (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (2) Equity compensation plans approved by security holders 2,876,550 4,143,684 Equity compensation plans not approved by security holders — — Total 2,876,550 4,143,684 (1) The number of securities to be issued upon exercise of outstanding warrants and rights includes: (i) 972,558 PSUs, which is the target number of PSUs that are payable under the Employee Equity Plan, though no shares will be issued until achievement of applicable performance goals, (ii) 1,571,252 time-vested RSUs granted under the Employee Equity Plan and (iii) 332,740 time-vested RSUs granted under the Directors' Plan.
  • (2) Consists of: (i) 3,152,543 shares that may be awarded under the Employee Equity Plan, (ii) 256,205 shares that may be awarded under the Directors' Plan and (iii) 734,936 shares that may be purchased under the ESPP.
  • Excludes accrued purchase rights under the ESPP as of December 31, 2025 as the number of shares to be purchased is indeterminable until the shares are issued.
  • Performance Graph The following graph shows cumulative total shareholder return (i.e., price change, plus reinvestment of dividends) on the common stock of the Corporation during the five-year period ended December 31, 2025, compared with (1) the Nasdaq Bank Index and (2) the S&P 500.
  • Year Ending December 31 Index 2020 2021 2022 2023 2024 2025 Fulton Financial Corporation $ 100.00 $ 138.94 $ 142.98 $ 146.02 $ 177.11 $ 183.57 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Nasdaq Bank Index $ 100.00 $ 142.26 $ 115.66 $ 107.92 $ 125.97 $ 131.30 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 to October 31, 2025 342,275 $ 17.45 342,275 $ 79,711,778 November 1, 2025 to November 30, 2025 150,000 18.48 150,000 68,643,653 December 1, 2025 to December 31, 2025 590,403 18.82 590,403 65,981,606 (1) Includes 1% excise tax During the fourth quarter of 2025, approximately 1.1 million shares of common stock were repurchased at a total cost of $19.9 million, or an average cost of $18.34 per share, under t he 2025 Repurchase Program.
  • During the year ended December 31, 2025, approximately 3.3 million shares of common stock were repurchased at a total cost of $59.7 million, or an average cost of $18.16 per share, under t he 2025 Repurchase Program.
  • On December 16, 2025, the Corporation announced that its Board of Directors approved the 2026 Repurchase Program.
  • The 2026 Repurchase Program will expire on January 31, 2027.
  • Under the 2026 Repurchase Program the Corporation is authorized to repurchase up to $ 150.0 million of shares of its common stock.
  • Under this authorization, up to $ 25.0 million of the $ 150.0 million authorization may be used to repurchase the Corporation's preferred stock and outstanding subordinated notes.
  • As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time under the 2026 Repurchase Program in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions.
  • The 2026 Repurchase Program may be discontinued at any time.
  • Merger On November 24, 2025, the Corporation entered into the Merger Agreement with Blue Foundry.
  • Under the terms of the Merger Agreement, Blue Foundry will merge with and into the Corporation, with the Corporation continuing as the surviving corporation.
  • The combined company will operate under the Corporation's name and will trade under the ticker symbol "FULT." Shareholders of Blue Foundry approved the Merger at the Blue Foundry special shareholder meeting on January 29, 2026 and all regulatory approvals required to complete the merger have been obtained.
  • Subject to the satisfaction of the remaining customary closing conditions in the Merger Agreement, we expect the Merger to close on or about April 1, 2026.
  • Blue Foundry Bank is expected to be merged with and into Fulton Bank in the third quarter of 2026.
  • The Corporation developed a comprehensive integration plan with respect to the Merger and will expense direct costs as incurred.
  • These direct costs related to the Merger totaled $ 1.1 million for the year ending December 31, 2025.
  • Costs related to the Merger are included in acquisition-related expenses in the Consolidated Statements of Income.
  • The following table presents a summary of the Corporation's earnings and selected performance ratios: 2025 2024 2023 (dollars in thousands, except per share) Net income $ 391,609 $ 288,743 $ 284,280 Net income available to common shareholders $ 381,361 $ 278,495 $ 274,032 Net income available to common shareholders per share (diluted) $ 2.08 $ 1.57 $ 1.64 Operating net income available to common shareholders per share (1) $ 2.16 $ 1.85 $ 1.71 Return on average assets 1.23 % 0.95 % 1.04 % Operating return on average assets (1) 1.28 % 1.11 % 1.08 % Return on average common shareholders' equity 12.09 % 9.83 % 11.24 % Operating return on average common shareholders' equity (tangible) (1) 15.70 % 14.81 % 15.21 % Net interest margin (2) 3.51 % 3.42 % 3.42 % Efficiency ratio (1) 57.6 % 60.8 % 60.5 % Non-performing assets to total assets 0.58 % 0.69 % 0.56 % Net charge-offs to average loans, annualized 0.21 % 0.19 % 0.14 % (1) Represents a financial measure derived by methods other than GAAP.
  • Financial Highlights Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $381.4 million for the year ended December 31, 2025, a $102.9 million increase compared to $278.5 million in 2024.
  • Net income available to common shareholders per diluted share was $2.08 for the year ended December 31, 2025, a $0.51 increase compared to $1.57 in 2024.
  • Year Ended December 31, 2025 Results were Impacted by the Following Items: • NIM of 3.51%, a nine bps increase compared to 3.42% in 2024. • Net interest income of $1.0 billion, a $76.0 million increase compared to $960.3 million in 2024. • Provision for credit losses of $35.7 million resulting in an ACL attributable to net loans of $364.5 million, or 1.51% of total net loans as of December 31, 2025. • Non-interest income of $276.8 million, a $1.0 million increase compared to $275.7 million in 2024. • Non-interest expense of $791.8 million, a $28.0 million decrease compared to $819.8 million in 2024. • During the year ended December 31, 2025, 3.3 million shares of the Corporation's common stock were repurchased at a total cost of $59.7 million, or $18.16 per share, under t he 2025 Repurchase Program.
  • Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure follow: 2025 2024 2023 (dollars in thousands, except per share data) Operating net income available to common shareholders Net income available to common shareholders $ 381,361 $ 278,495 $ 274,032 Less: Other (1) (5,858) (1,805) 1,855 Less: Gain on acquisition, net of tax — (36,996) — Plus: Loss on securities restructuring — 20,282 — Plus: Core deposit intangible amortization 22,010 17,307 2,308 Plus: Acquisition-related expense 1,182 37,635 — Plus: CECL Day 1 Provision — 23,444 — Plus: FDIC special assessment (95) 940 6,494 Less: Gain on Sale-Leaseback Transaction — (20,266) — Plus: FultonFirst implementation and asset disposals 2,271 32,038 3,197 Less: Tax impact of adjustments (4,097) (23,011) (2,909) Operating net income available to common shareholders (numerator) $ 396,774 $ 328,063 $ 284,977 Weighted average shares (diluted) (denominator) 183,289 177,223 166,769 Operating net income available to common shareholders, per share (diluted) $ 2.16 $ 1.85 $ 1.71 (1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction. 2025 2024 2023 (dollars in thousands) Operating return on average assets Net income $ 391,609 $ 288,743 $ 284,280 Less: Other (1) (5,858) (1,805) 1,855 Less: Gain on acquisition, net of tax — (36,996) — Plus: Loss on securities restructuring — 20,282 — Plus: Core deposit intangible amortization 22,010 17,307 2,308 Plus: Acquisition-related expense 1,182 37,635 — Plus: CECL Day 1 Provision — 23,444 — Plus: FDIC special assessment (95) 940 6,494 Less: Gain on Sale-Leaseback Transaction — (20,266) — Plus: FultonFirst implementation and asset disposals 2,271 32,038 3,197 Less: Tax impact of adjustments (4,097) (23,011) (2,909) Operating net income (numerator) $ 407,022 $ 338,311 $ 295,225 Total average assets $ 31,952,633 $ 30,473,130 $ 27,229,704 Less: Average net core deposit intangible (68,709) (61,810) (5,996) Total average operating assets (denominator) $ 31,883,924 $ 30,411,320 $ 27,223,708 Operating return on average assets 1.28 % 1.11 % 1.08 % (1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction. 2025 2024 2023 (dollars in thousands) Operating return on average common shareholders' equity (tangible) Net income available to common shareholders $ 381,361 $ 278,495 $ 274,032 Less: Other (1) (5,858) (1,805) 1,855 Less: Gain on acquisition, net of tax — (36,996) — Plus: Loss on securities restructuring — 20,282 — Plus: Intangible amortization 22,462 17,830 2,944 Plus: Acquisition-related expense 1,182 37,635 — Plus: CECL Day 1 Provision — 23,444 — Plus: FDIC special assessment (95) 940 6,494 Less: Gain on Sale-Leaseback Transaction — (20,266) — Plus: FultonFirst implementation and asset disposals 2,271 32,038 3,197 Less: Tax impact of adjustments (4,192) (23,121) (3,043) Adjusted net income available to common shareholders (numerator) $ 397,131 $ 328,476 $ 285,479 Average shareholders' equity $ 3,346,630 $ 3,025,642 $ 2,631,249 Less: Average goodwill and intangible assets (623,752) (615,156) (561,858) Less: Average preferred stock (192,878) (192,878) (192,878) Average tangible common shareholders' equity (denominator) $ 2,530,000 $ 2,217,608 $ 1,876,513 Operating return on average common shareholders' equity (tangible) 15.70 % 14.81 % 15.21 % (1) Includes a loan recovery adjustment of $5.6 million in 2025, reflected in the provision for credit losses related to a loan acquired in the Republic First Transaction. 2025 2024 2023 (dollars in thousands) Efficiency ratio Non-interest expense $ 791,829 $ 819,791 $ 679,207 Less: Intangible amortization (22,462) (17,830) (2,944) Less: Acquisition-related expense (1,182) (37,635) — Less: Debt extinguishment gain (cost) — — 720 Less: FDIC special assessment 95 (940) (6,494) Less: Gain on Sale-Leaseback Transaction — 20,266 — Less: FultonFirst implementation and asset disposals (2,271) (32,038) (3,197) Non-interest expense (numerator) $ 766,009 $ 751,614 $ 667,292 Net interest income $ 1,036,347 $ 960,325 $ 854,286 Tax equivalent adjustment 17,680 17,915 17,811 Plus: Total non-interest income 276,766 275,731 227,678 Plus: Other revenue (258) (1,805) 1,855 Less: Gain on acquisition, net of tax — (36,996) — Plus: Investment securities losses (gains), net 2 20,283 733 Total revenue (denominator) $ 1,330,537 $ 1,235,453 $ 1,102,363 Efficiency ratio 57.6 % 60.8 % 60.5 % CRITICAL ACCOUNTING POLICIES The Corporation's accounting policies are fundamental to understanding Management’s Discussion.
  • Critical accounting policies are those that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management's most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.
  • The following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations.
  • The ACL incorporates the Corporation’s historical credit observations, current conditions and reasonable and supportable forecasts.
  • These forecasts are based on the projected performance of specific economic variables statistically correlated with historical PD rates.
  • The ACL for loans was $364.5 million and $379.2 million on December 31, 2025 and December 31, 2024, respectively.
  • This scenario resulted in a hypothetical increase to the ACL of approximately $35.5 million.
  • Income tax expense was $94.0 million and $55.9 million for the years ended December 31, 2025 and 2024, respectively.
  • Financial Statements and Supplementary Data." RESULTS OF OPERATIONS Net Interest Income FTE net interest income was $1.1 billion for the year ended December 31, 2025, an increase of $75.8 million, compared to $978.2 million for the same period in 2024.
  • For the years ended December 31, 2025 and December 31, 2024, NIM was 3.51% and 3.42%, respectively.
  • Quantitative and Qualitative Disclosures About Market Risk." The following table provides a comparative average balance sheet and net interest income analysis for 2025 compared to 2024 and 2023.
  • The discussion following this table is based on these tax-equivalent amounts. 2025 2024 2023 Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate (dollars in thousands) ASSETS Interest-earning assets: Net loans (1) $ 23,995,200 $ 1,407,669 5.87 % $ 23,145,114 $ 1,406,216 6.08 % $ 20,929,302 $ 1,166,376 5.57 % Investment securities (2) 5,270,122 193,154 3.66 4,486,726 143,317 3.19 4,210,010 109,325 2.59 Other interest-earning assets 729,300 33,731 4.63 962,971 50,578 5.25 387,360 15,346 3.96 Total interest-earning assets 29,994,622 1,634,554 5.45 28,594,811 1,600,111 5.60 25,526,672 1,291,047 5.06 Noninterest-earning assets: Cash and due from banks 294,284 295,156 215,649 Premises and equipment 184,342 197,823 219,315 Other assets 1,862,326 1,761,083 1,553,284 Less: ACL - loans (3) (382,941) (375,743) (285,216) Total Assets $ 31,952,633 $ 30,473,130 $ 27,229,704 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: Demand deposits $ 7,854,613 $ 139,134 1.77 % $ 7,049,915 $ 128,969 1.83 % $ 5,582,930 $ 62,494 1.12 % Savings and money market deposits 8,277,276 188,019 2.27 7,364,106 180,455 2.45 6,616,087 122,340 1.85 Brokered deposits 772,488 33,547 4.34 981,060 51,691 5.27 847,795 43,635 5.15 Time deposits 4,080,550 153,993 3.77 3,747,029 160,744 4.29 2,170,245 63,735 2.94 Total interest-bearing deposits 20,984,927 514,693 2.45 19,142,110 521,859 2.73 15,217,057 292,204 1.92 Borrowings and other interest-bearing liabilities 1,604,263 65,834 4.10 2,280,382 100,012 4.39 2,771,330 126,746 4.54 Total interest-bearing liabilities 22,589,190 580,527 2.57 21,422,492 621,871 2.90 17,988,387 418,950 2.32 Noninterest-bearing liabilities: Demand deposits 5,299,084 5,394,518 5,939,799 Other liabilities 717,729 630,478 670,269 Total Liabilities 28,606,003 27,447,488 24,598,455 Total deposits 26,284,011 1.96% 24,536,628 2.13% 21,156,856 1.38% Total interest-bearing liabilities and noninterest-bearing deposits (cost of funds) 27,888,274 2.08% 26,817,010 2.33% 23,928,186 1.75% Shareholders' equity 3,346,630 3,025,642 2,631,249 Total Liabilities and Shareholders' Equity $ 31,952,633 $ 30,473,130 $ 27,229,704 Net interest income/net interest margin (FTE) 1,054,027 3.51 % 978,240 3.42 % 872,097 3.42 % Tax equivalent adjustment (17,680) (17,915) (17,811) Net interest income $ 1,036,347 $ 960,325 $ 854,286 (1) Average balances include non-performing loans and loan fees.
  • (2) Average balances include amortized historical cost for AFS investment securities; the related unrealized holding gains (losses) are included in other assets.
  • (3) ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.
  • Comparison of 2025 to 2024 The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in yields and rates: 2025 versus 2024 Increase (decrease) due to change in Volume Yield/Rate Net (dollars in thousands) FTE interest income on: Net loans (1) $ 50,846 $ (49,393) $ 1,453 Investment securities 27,029 22,808 49,837 Other interest-earning assets (11,332) (5,515) (16,847) Total FTE interest income $ 66,543 $ (32,100) $ 34,443 Interest expense on: Demand deposits $ 14,469 $ (4,304) $ 10,165 Savings and money market deposits 21,397 (13,833) 7,564 Brokered deposits (9,914) (8,230) (18,144) Time deposits 13,641 (20,392) (6,751) Borrowings and other interest-bearing liabilities (27,951) (6,227) (34,178) Total interest expense $ 11,642 $ (52,986) $ (41,344) (1) Average balance includes non-performing loans and loan fees.
  • Compared to 2024, FTE total interest income for 2025 increased $34.4 million due to an increase of $66.5 million attributable to changes in volume, partially offset by a decrease of $32.1 million attributable to changes in yield.

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Gone since FY2024

  • Financial Statements and Supplementary Data." Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about options outstanding under the Corporation's Employee Equity Plan and the number of securities remaining available for future issuance under the Employee Equity Plan, the Directors' Plan and the ESPP as of December 31, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding, options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3) Equity compensation plans approved by security holders 2,702,997 $ 12.61 5,030,550 Equity compensation plans not approved by security holders — — — Total 2,702,997 $ 12.61 5,030,550 (1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes: (i) 1,094,846 PSUs, which is the target number of PSUs that are payable under the Employee Equity Plan, though no shares will be issued until achievement of applicable performance goals, (ii) 1,315,836 time-vested RSUs granted under the Employee Equity Plan and (iii) 292,315 time-vested RSUs granted under the Directors' Plan.
  • (2) The weighted-average exercise price of outstanding warrants and rights does not take into account outstanding PSUs and RSUs granted under the Employee Equity Plan and the Directors' Plan.
  • (3) Consists of: (i) 3,839,493 shares that may be awarded under the Employee Equity Plan, (ii) 325,059 shares that may be awarded under the Directors' Plan and (iii) 865,998 shares that may be purchased under the ESPP.
  • Excludes accrued purchase rights under the ESPP as of December 31, 2024 as the number of shares to be purchased is indeterminable until the shares are issued.
  • Performance Graph The following graph shows cumulative total shareholder return (i.e., price change, plus reinvestment of dividends) on the common stock of the Corporation during the five-year period ended December 31, 2024, compared with (1) the Nasdaq Bank Index and (2) the S&P 500.
  • Year Ending December 31 Index 2019 2020 2021 2022 2023 2024 Fulton Financial Corporation $ 100.00 $ 76.52 $ 106.37 $ 109.15 $ 111.42 $ 134.46 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Nasdaq Bank Index $ 100.00 $ 88.19 $ 125.45 $ 102.00 $ 95.17 $ 111.09 Issuer Purchases of Equity Securities There were no repurchases of our common stock during the fourth quarter of 2024.
  • During 2024, 1.9 million shares were repurchased at a total cost of $30.3 million, or $15.69 per share, under t he 2024 Repurchase Program.
  • The 2025 Repurchase Program will expire on December 31, 2025.
  • Under the 2025 Repurchase Program, the Corporation is authorized to repurchase up to $ 125.0 million of shares of its common stock.
  • Under this authorization, up to $25.0 million of the $125 million authorization may be used to repurchase the Corporation's Preferred Stock through December 31, 2025.
  • As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time under the 2025 Repurchase Program in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions.
  • The 2025 Repurchase Program may be discontinued at any time.
  • The following table presents a summary of the Corporation's earnings and selected performance ratios: 2024 2023 2022 (dollars in thousands, except per share) Net income $ 288,743 $ 284,280 $ 286,981 Net income available to common shareholders $ 278,495 $ 274,032 $ 276,733 Net income available to common shareholders per share (diluted) $ 1.57 $ 1.64 $ 1.67 Operating net income available to common shareholders per share (1) $ 1.85 $ 1.71 $ 1.76 Return on average assets 0.95 % 1.04 % 1.10 % Operating return on average assets (1) 1.11 % 1.08 % 1.16 % Return on average common shareholders' equity 9.83 % 11.24 % 11.69 % Operating return on average common shareholders' equity (tangible) (1) 14.81 % 15.21 % 16.08 % Net interest margin (2) 3.42 % 3.42 % 3.27 % Efficiency ratio (1) 60.8 % 60.5 % 60.5 % Non-performing assets to total assets 0.69 % 0.56 % 0.66 % Net charge-offs to average loans, annualized 0.19 % 0.14 % 0.04 % (1) Ratio represents a financial measure derived by methods other than GAAP.
  • Acquisition of Substantially all of the Assets and Assumption of Substantially all of the Deposits and Certain Liabilities of Republic First Bank from the FDIC On the Acquisition Date, Fulton Bank acquired substantially all of the assets and assumed substantially all of the deposits and certain liabilities of Republic First Bank from the FDIC, as receiver for Republic First Bank.
  • As part of the Republic First Transaction, the Bank acquired approximately $4.8 billion of assets of Republic First Bank and assumed approximately $5.6 billion of liabilities of Republic First Bank.
  • The Bank received approximately $0.8 billion of cash from the FDIC in connection with the Republic First Transaction.
  • In connection with the Republic First Transaction, Fulton Bank made a $5.0 million donation to the Fulton Forward Foundation to provide additional impact grants to nonprofit community organizations across the region that share the Bank’s vision of advancing economic empowerment, particularly in underserved communities.
  • During the fourth quarter of 2024, as part of the Bank's Republic First Transaction integration, the Corporation closed 13 of the Bank's financial center locations and consolidated the operations of those locations into nearby financial center locations operated by the Bank.
  • The premises and equipment of the 13 locations included five locations owned by the Bank and eight locations leased by the Bank.
  • The Corporation recorded pre-tax costs of approximately $9.8 million reflected in acquisition-related expenses in the Consolidated Statements of Income for the year ended December 31, 2024, consisting of write-offs of premises and equipment and related expenses, severance expenses and lease termination charges.
  • See "Note 2 - Business Combinations" in the Notes to Consolidated Financial Statements in Part 1, "Item 1.
  • Financial Statements." Common Stock Offering On May 1, 2024, the Corporation completed its underwritten public offering of 19,166,667 shares of its common stock at a price to the public of $15.00 per share, before underwriting discounts.
  • Sale-Leaseback Transaction On May 10, 2024, the Bank and Fulton Financial Realty Company, a wholly owned subsidiary of the Corporation, entered into the Sale-Leaseback Transaction and received an aggregate cash purchase price of $55.4 million.
  • The Bank leased each of the locations sold in the Sale-Leaseback Transaction for an initial term of 15 years, with the option to extend the term of each for up to three successive terms of up to five years each.
  • The Corporation recorded a pre-tax gain, after deduction of transaction-related expenses, of approximately $20.3 million in connection with the Sale-Leaseback Transaction during the second quarter of 2024.
  • See "Note 18 - Leases" in the Notes to Consolidated Financial Statements in "Item 1.
  • Financial Statements." Securities Restructuring In May 2024, the Corporation sold approximately $345.7 million AFS securities and recorded a pre-tax loss of $20.3 million during the second quarter of 2024.
  • Borrowings In November 2024, the Corporation retired $168.8 million of subordinated notes issued in November 2014 and June 2015 which matured on November 15, 2024.
  • See "Note 10 - Borrowings" in the Notes to Consolidated Financial Statements in "Item 1.
  • Financial Statements." Financial Highlights Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $278.5 million for the year ended December 31, 2024, a $4.5 million increase compared to $274.0 million in 2023.
  • Net income available to common shareholders per diluted share was $1.57 for the year ended December 31, 2024, a $0.07 decrease compared to $1.64 in 2023.
  • Year Ended December 31, 2024 Results were Impacted by the Following Items: • Preliminary gain on acquisition of $37.0 million (net of tax). • CDI of $92.6 million in connection with the Republic First Transaction resulting in intangible amortization expense of $15.7 million. • Provision for credit losses of $23.4 million related to non-PCD Loans acquired in the Republic First Transaction. • Acquisition-related expenses of $37.6 million. • FultonFirst implementation and asset disposal costs of $32.0 million.
  • In the fourth quarter of 2024, in connection with the FultonFirst initiative, the Corporation recorded pre-tax costs of $8.5 million in connection with the Corporation's plan to consolidate 15 financial centers in early 2025.
  • The pre-tax costs of $8.5 million consisted of write-offs of premises and equipment and related expenses, severance expenses and lease termination charges.
  • Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure follow: 2024 2023 2022 (dollars in thousands, except per share data) Operating net income available to common shareholders Net income available to common shareholders $ 278,495 $ 274,032 $ 276,733 Less: Other revenue (1,805) 1,855 — Less: Gain on acquisition, net of tax (36,996) — — Plus: Loss on securities restructuring 20,282 — — Plus: Core deposit intangible amortization 17,307 2,308 1,029 Plus: Acquisition-related expense 37,635 — 10,328 Plus: CECL Day 1 Provision 23,444 — 7,954 Plus: FDIC special assessment 940 6,494 — Less: Gain on Sale-Leaseback Transaction (20,266) — — Plus: FultonFirst implementation and asset disposals 32,038 3,197 — Less: Tax impact of adjustments (23,011) (2,909) (4,055) Operating net income available to common shareholders (numerator) $ 328,063 $ 284,977 $ 291,989 Weighted average shares (diluted) (denominator) 177,223 166,769 165,472 Operating net income available to common shareholders, per share (diluted) $ 1.85 $ 1.71 $ 1.76 2024 2023 2022 (dollars in thousands) Operating return on average assets Net income $ 288,743 $ 284,280 $ 286,981 Plus: Other revenue (1,805) 1,855 — Less: Gain on acquisition, net of tax (36,996) — — Plus: Loss on securities restructuring 20,282 — — Plus: Core deposit intangible amortization 17,307 2,308 1,029 Plus: Acquisition-related expense 37,635 — 10,328 Plus: CECL Day 1 Provision 23,444 — 7,954 Plus: FDIC special assessment 940 6,494 — Less: Gain on Sale-Leaseback Transaction (20,266) — — Plus: FultonFirst implementation and asset disposals 32,038 3,197 — Less: Tax impact of adjustments (23,011) (2,909) (4,055) Operating net income (numerator) $ 338,311 $ 295,225 $ 302,237 Total average assets $ 30,473,130 $ 27,229,704 $ 25,971,484 Less: Average net core deposit intangible (61,810) (5,996) (3,915) Total average operating assets (denominator) $ 30,411,320 $ 27,223,708 $ 25,967,569 Operating return on average assets 1.11 % 1.08 % 1.16 % Operating return on average common shareholders' equity (tangible) Net income available to common shareholders $ 278,495 $ 274,032 $ 276,733 Plus: Other revenue (1,805) 1,855 — Less: Gain on acquisition, net of tax (36,996) — — Plus: Loss on securities restructuring 20,282 — Plus: Intangible amortization 17,830 2,944 1,731 Plus: Acquisition-related expense 37,635 — 10,328 Plus: CECL Day 1 Provision 23,444 — 7,954 Plus: FDIC special assessment 940 6,494 — Less: Gain on Sale-Leaseback Transaction (20,266) — — Plus: FultonFirst implementation and asset disposals 32,038 3,197 — Less: Tax impact of adjustments (23,121) (3,043) (4,203) Adjusted net income available to common shareholders (numerator) $ 328,476 $ 285,479 $ 292,543 Average shareholders' equity $ 3,025,642 $ 2,631,249 $ 2,560,323 Less: Average goodwill and intangible assets (615,156) (561,858) (548,102) Less: Average preferred stock (192,878) (192,878) (192,878) Average tangible common shareholders' equity (denominator) $ 2,217,608 $ 1,876,513 $ 1,819,343 Return on average common shareholders' equity (tangible) 14.81 % 15.21 % 16.08 % 2024 2023 2022 (dollars in thousands) Efficiency ratio Non-interest expense $ 819,791 $ 679,207 $ 633,728 Less: Amortization of tax credit investments — — (2,783) Less: Intangible amortization (17,830) (2,944) (1,731) Less: Acquisition-related expense (37,635) — (10,328) Less: Debt extinguishment gain (cost) — 720 — Less: FDIC special assessment (940) (6,494) — Less: Gain on Sale-Leaseback Transaction 20,266 — — Less: FultonFirst implementation and asset disposals (32,038) (3,197) — Non-interest expense (numerator) $ 751,614 $ 667,292 $ 618,886 Net interest income $ 960,325 $ 854,286 $ 781,634 Tax equivalent adjustment 17,915 17,811 14,995 Plus: Total non-interest income 275,731 227,678 227,130 Plus: Other revenue (1,805) 1,855 — Less: Gain on acquisition, net of tax (36,996) — — Plus: Investment securities losses (gains), net 20,283 733 27 Total revenue (denominator) $ 1,235,453 $ 1,102,363 $ 1,023,786 Efficiency ratio 60.8 % 60.5 % 60.5 % CRITICAL ACCOUNTING POLICIES The following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management's most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.
  • The ACL for loans was $379.2 million and $293.4 million on December 31, 2024 and December 31, 2023, respectively.
  • The increase of $85.8 million was primarily a result of the Republic First Transaction, which included $54.6 million for PCD Loans and $23.4 million recorded through the provision for credit losses at the Acquisition Date for non-PCD Loans.
  • This scenario resulted in a hypothetical increase to the ACL of approximately $39.5 million.
  • Income tax expense was $55.9 million and $64.4 million for the years ended December 31, 2024 and December 31, 2023, respectively.
  • Financial Statements and Supplementary Data." RESULTS OF OPERATIONS Net Interest Income FTE net interest income was $978.2 million for the year ended December 31, 2024, an increase of $106.1 million, compared to $872.1 million for the same period in 2023.

and 471 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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