FULT 10-Q Quarterly Report Sept. 30, 2024

FULTON FINANCIAL CORP

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fult-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024 , or


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39680

FULTON FINANCIAL CORP ORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

23-2195389

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

One Penn Square

P. O. Box 4887

Lancaster,

Pennsylvania

17604

(Address of principal executive offices)

(Zip Code)

( 717 ) 291-2411

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2.50	FULT	The Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	FULTP	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $2.50 Par Value – 182,025,441 s hares outstanding as of November 1, 2024.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2024

INDEX


Description		Page



Glossary of Terms		3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

(a)	Consolidated Balance Sheets - September 30, 2024 and December 31, 2023	7

(b)	Consolidated Statements of Income - Three months and nine months ended September 30, 2024 and 2023	8

(c)	Consolidated Statements of Comprehensive Income - Three months and nine months ended September 30, 2024 and 2023	9

(d)	Consolidated Statements of Shareholders’ Equity - Three months and nine months ended September 30, 2024 and 2023	10

(e)	Consolidated Statements of Cash Flows - Nine months ended September 30, 2024 and 2023	11

(f)	Notes to Consolidated Financial Statements	12

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		36

Item 3. Quantitative and Qualitative Disclosures A bout Market Risk		61

Item 4. Controls and Procedures		64

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		65

Item 1A. Risk Factors		65

Item 2. Unregistered Sales of Equity Securit ies and Use of Proceeds		65

Item 3. Defaults Upon Senior Securities - (not applicable)

Item 4. Mine Safety Disclosures - (not applicable)

Item 5. Other Information		77

Item 6. Exhibits		66

Signatures		67

Note: Some numbers contained in the document may not sum due to rounding

GLOSSARY OF DEFINED ACRONYMS AND TERMS

2024 Repurchase Program

The authorization, commencing on January 1, 2024 and expiring on December 31, 2024, to repurchase up to $125 million of the Corporation's common stock; under this authorization, up to $25 million of the $125 million authorization may be used to repurchase the Corporation's preferred stock and outstanding subordinated notes

ACL

Allowance for credit losses

Acquisition Date

April 26, 2024, the date of the Republic First Transaction

AFS

Available for sale

ALCO

Asset/Liability Management Committee

AOCI

Accumulated other comprehensive (loss) income

ASC

Accounting Standards Codification

ASU

Accounting Standards Update

BHCA

Bank Holding Company Act of 1956, as amended

bp or bps

Basis point(s)

Capital Rules

Regulatory capital requirements applicable to the Corporation and Fulton Bank

CDI

Core deposit intangible

CECL Day 1 Provision

Initial provision for credit losses required on non-PCD Loans acquired in the Republic First Transaction

Corporation, Company, we, our or us

Fulton Financial Corporation

Directors' Plan

Amended and Restated 2023 Director Equity Plan

Dodd-Frank Act

Dodd-Frank Wall Street Reform and Consumer Protection Act

Employee Equity Plan

2022 Amended and Restated Equity and Cash Incentive Compensation Plan

ETR

Effective tax rate

Exchange Act

Securities Exchange Act of 1934, as amended

FASB

Financial Accounting Standards Board

FDIC

Federal Deposit Insurance Corporation

Federal Reserve Board

Board of Governors of the Federal Reserve System

FHLB

Federal Home Loan Bank

FRB

Federal Reserve Bank

FTE

Fully taxable-equivalent

Fulton Bank or the Bank

Fulton Bank, N.A.

GAAP

U.S. generally accepted accounting principles

HTM

Held to maturity

LGD

Loss given default

LIBOR

London Interbank Offered Rate

LTV

Loan-to-value

Management's Discussion

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Merger

The acquisition by the Corporation of Prudential Bancorp that was completed effective as of July 1, 2022

MSRs

Mortgage servicing rights

Net loans

Loan and lease receivables (net of unearned income)

NIM

Net interest margin

N/M

Not meaningful

OBS

Off-balance-sheet

OCI

Other comprehensive income

OREO

Other real estate owned

PCD Loans

Loans purchased with more-than-insignificant credit deterioration

Probability of default

Pension Plan

Defined Benefit Pension Plan

Postretirement Plan

Postretirement Benefits Plan

Prudential Bancorp

Prudential Bancorp, Inc.

PSU

Performance-based restricted stock unit

Republic First Bank

Republic First Bank, doing business as Republic Bank

Republic First Assets and Liabilities

The assets acquired and liabilities assumed of Republic First Bank by Fulton Bank in connection with the Republic First Transaction

Republic First Transaction

The acquisition of substantially all of the assets and assumption of substantially all of the deposits and certain liabilities of Republic First Bank by Fulton Bank from the FDIC, as receiver for Republic First Bank

Sale-Leaseback Transaction

Sale of 40 financial center office locations to certain affiliates of Blue Owl Capital Inc. with concurrent agreements to lease each of the locations

SBA

Small Business Administration

SEC

United States Securities and Exchange Commission

SOFR

Secured Overnight Financing Rate

TruPS

Trust Preferred Securities

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

• the impact of adverse conditions in the economy and financial markets, including increasing or elevated interest rates and elevated levels of inflation, on the performance of the Corporation's loan portfolio and demand for the Corporation's products and services;

• the potential impacts of recent events affecting the financial services industry on the Corporation, including increased competition for, and costs of, deposits and other funding sources, more stringent regulatory requirements relating to liquidity and interest rate risk management and capital adequacy and increased FDIC insurance expenses;

• the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact the money supply and market interest rates;

• the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on NIM and net interest income;

• the composition of the Corporation's loan portfolio, including commercial mortgage loans, commercial and industrial loans and construction loans, which collectively represent a majority of the loan portfolio, may expose the Corporation to increased credit risk;

• the effects of changes in interest rates on demand for the Corporation's products and services;

• investment securities gains and losses, including declines in the fair value of securities, which may result in changes to earnings or shareholders' equity;

• the effects of changes in interest rates or disruptions in liquidity markets on the Corporation's sources of funding;

• capital and liquidity strategies, including the Corporation's ability to comply with applicable capital and liquidity requirements, and the Corporation's ability to generate capital internally or raise capital on favorable terms;

• the effects of competition on deposit rates and growth, loan rates and growth and NIM;

• possible goodwill impairment charges;

• the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;

• the loss of, or failure to safeguard, confidential or proprietary information;

• the Corporation's failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks;

• the impact of failures from third-party vendors upon which the Corporation relies to perform in accordance with contractual arrangements and the effects of concerns about other financial institutions on the Corporation;

• the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;

• the potential effects of climate change on the Corporation's business and results of operations;

• the potential effects of increases in non-performing assets, which may require the Corporation to increase the ACL, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;

• the determination of the ACL, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, among other factors;

• the effects of the extensive level of regulation and supervision to which the Corporation and Fulton Bank are subject;

• changes in regulation and government policy, which could result in significant changes in banking and financial services regulation;

• the continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;

• the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to the Corporation's reputation;

• the effects of adverse outcomes in litigation and governmental or administrative proceedings;

• the effects of changes in U.S. federal, state or local tax laws;

• the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;

• the Corporation’s ability to realize anticipated reductions in non-interest expense and increases in revenue from strategic initiatives implemented from time to time intended to simplify its operating model, improve its relationship banking focus, increase productivity and enhance the customer experience;

• completed and potential acquisitions, including but not limited to the Republic First Transaction, may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;

• the possibility that the anticipated benefits of the Republic First Transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Corporation, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events;

• the Corporation's ability to successfully integrate into the Corporation's operations any assumed assets, liabilities, customers, systems, and management personnel the Corporation may acquire in connection with the Republic First Transaction, which may result in a disruption to the Corporation’s business;

• changes in the estimated fair value of the Republic First Assets and Liabilities in connection with the Republic First Transaction;

• the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Republic First Transaction;

• potential exposure to unknown or contingent risks and liabilities the Corporation has acquired, or may acquire, or target for acquisition, including in connection with the purchase and assumption of certain assets and liabilities in connection with the Republic First Transaction;

• geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, including the war between Russia and Ukraine and escalating conflict in the Middle East, which could impact business and economic conditions in the United States and abroad;

• public health crises and pandemics and their effects on the economic and business environments in which the Corporation operates, including on the Corporation's credit quality and business operations, as well as the impact on general economic and financial market conditions;

• the Corporation's ability to achieve its growth plans;

• the Corporation's ability to attract and retain talented personnel;

• the effects of competition from financial service companies and other companies offering bank services;

• the Corporation's ability to keep pace with technological changes;

• the Corporation's reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;

• the effects of negative publicity on the Corporation's reputation; and

• other factors that may affect future results of the Corporation.

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per-share data)


	September 30, 2024		December 31, 2023
	(unaudited)
ASSETS
Cash and due from banks	$	296,500	$	300,343
Interest-bearing deposits with other banks	1,144,180		249,367
Cash and cash equivalents	1,440,680		549,710
FRB and FHLB stock	143,212		124,405

Loans held for sale	17,678		15,158
Investment securities
AFS, at estimated fair value	3,313,296		2,398,352
HTM, at amortized cost	1,231,982		1,267,922
Net loans	24,176,075		21,351,094
Less: ACL - loans	( 375,961 )		( 293,404 )
Loans, net	23,800,114		21,057,690
Net premises and equipment	171,731		222,881
Accrued interest receivable	115,903		107,972
Goodwill and net intangible assets	641,739		560,687
Other assets	1,309,391		1,267,138
Total Assets	$	32,185,726	$	27,571,915
LIABILITIES
Deposits:
Noninterest-bearing	$	5,501,699	$	5,314,094
Interest-bearing	20,650,445		16,223,529
Total Deposits	26,152,144		21,537,623
Borrowings:
Federal funds purchased	—		240,000
Federal Home Loan Bank advances	950,000		1,100,000
Senior debt and subordinated debt	535,917		535,384
Other borrowings	566,310		612,142
Total Borrowings	2,052,227		2,487,526
Accrued interest payable	36,723		35,083
Other liabilities	740,689		751,544
Total Liabilities	28,981,783		24,811,776
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 10,000,000 shares authorized; Series A, 200,000 shares authorized and issued as of September 30, 2024 and December 31, 2023, liquidation preference of $ 1,000 per share	192,878		192,878
Common stock, $ 2.50 par value, 600,000,000 shares authorized, 245,869,212 shares issued as of September 30, 2024 and 225,760,963 shares issued as of December 31, 2023	614,673		564,402
Additional paid-in capital	1,785,477		1,552,860
Retained earnings	1,742,344		1,619,300
Accumulated other comprehensive loss	( 243,302 )		( 312,280 )
Treasury stock, at cost, 63,912,691 shares as of September 30, 2024 and 61,959,552 shares as of December 31, 2023	( 888,127 )		( 857,021 )
Total Shareholders' Equity	3,203,943		2,760,139
Total Liabilities and Shareholders' Equity	$	32,185,726	$	27,571,915

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


(dollars in thousands, except per-share data)	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
Interest Income
Loans, including fees	$	373,247	$	301,659	$	1,037,160	$	847,000
Investment securities	36,342		25,339		93,543		76,221
Other interest income	18,067		3,373		37,125		11,882
Total Interest Income	427,656		330,371		1,167,828		935,103
Interest Expense
Deposits	145,324		84,156		379,985		195,576
Federal funds purchased	—		8,950		2,881		24,097
Federal Home Loan Bank advances	8,824		10,324		29,572		37,623
Senior debt and subordinated debt	5,299		5,344		15,904		16,033
Other borrowings and interest-bearing liabilities	10,200		7,755		32,820		19,493
Total Interest Expense	169,647		116,529		461,162		292,822
Net Interest Income	258,009		213,842		706,666		642,281
Provision for credit losses	11,929		9,937		54,910		44,228
Net Interest Income After Provision for Credit Losses	246,080		203,905		651,756		598,053
Non-Interest Income
Wealth management	21,596		19,413		62,741		56,152
Commercial banking	22,289		19,722		62,528		60,380
Consumer banking	14,928		12,173		41,196		35,110
Mortgage banking	3,142		3,190		10,183		8,100
Gain on acquisition, net of tax	( 7,706 )		—		39,685		—
Other	5,425		1,463		13,756		8,539
Non-Interest Income Before Investment Securities (Losses) Gains, Net	59,674		55,961		230,089		168,281
Investment securities (losses) gains, net	( 1 )		—		( 20,283 )		19
Total Non-Interest Income	59,673		55,961		209,806		168,300
Non-Interest Expense
Salaries and employee benefits	118,824		96,757		324,935		280,142
Data processing and software	20,314		16,914		58,332		49,486
Net occupancy	18,999		14,561		52,942		43,373
Other outside services	15,839		12,094		46,055		33,054
Intangible amortization	6,287		601		11,548		2,347
FDIC insurance	5,109		4,738		17,909		14,427
Equipment	4,860		3,475		13,461		10,395
Professional fees	2,811		1,869		7,470		6,090
Marketing	2,251		1,913		6,263		5,454

Acquisition-related expenses	14,195		—		27,998		—
Other	16,600		18,098		36,263		53,888
Total Non-Interest Expense	226,089		171,020		603,176		498,656
Income Before Income Taxes	79,664		88,846		258,386		267,697
Income taxes	16,458		16,749		38,264		47,680
Net Income	63,206		72,097		220,122		220,017
Preferred stock dividends	( 2,562 )		( 2,562 )		( 7,686 )		( 7,686 )
Net Income Available to Common Shareholders	$	60,644	$	69,535	$	212,436	$	212,331

PER SHARE:
Net income available to common shareholders (basic)	$	0.33	$	0.42	$	1.23	$	1.28
Net income available to common shareholders (diluted)	0.33		0.42		1.21		1.27
Cash dividends	0.17		0.16		0.51		0.47
See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023

Net Income	$	63,206	$	72,097	$	220,122	$	220,017
Other Comprehensive Income (Loss), net of tax:
Unrealized gains (losses) on AFS investment securities
Net unrealized holding gains (losses)	68,560		( 105,050 )		37,696		( 103,628 )
Reclassification adjustment for securities net change realized in net income	1		—		15,689		14
Amortization of net unrealized gains on AFS securities transferred to HTM	1,422		1,494		4,212		4,473
Net unrealized gains (losses) on AFS investment securities	69,983		( 103,556 )		57,597		( 99,141 )
Unrealized gains (losses) on interest rate derivatives used in cash flow hedges
Net unrealized holding (losses) gains	( 6,624 )		3,651		( 71 )		( 8,755 )
Reclassification adjustment for net change realized in net income	3,979		6,420		11,769		20,573
Net unrealized (losses) gains on interest rate derivatives used in cash flow hedges	( 2,645 )		10,071		11,698		11,818
Defined benefit pension plan and postretirement benefits
Amortization of net unrecognized pension and postretirement items	( 106 )		15		( 317 )		43
Other Comprehensive Income (Loss), net of tax	67,232		( 93,470 )		68,978		( 87,280 )
Total Comprehensive Income	$	130,438	$	( 21,373 )	$	289,100	$	132,737

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per-share data)


	Preferred Stock			Common Stock			Additional		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
	Shares Outstanding	Amount		Shares Outstanding	Amount		Paid-in Capital
Three months ended September 30, 2024
Balance at June 30, 2024	200	$	192,878	181,831	$	614,523	$	1,781,090	$	1,712,646	$	( 310,534 )	$	( 888,994 )	$	3,101,609
Net income									63,206						63,206
Other comprehensive loss											67,232				67,232
Common stock issued (1)				34	85		469						—		554
Dividend reinvestment activity				75			300						1,026		1,326

Stock-based compensation awards (repurchases)				17	65		3,618						( 159 )		3,524

Preferred stock dividend									( 2,562 )						( 2,562 )
Common stock dividends - $ 0.17 per share									( 30,946 )						( 30,946 )
Balance at September 30, 2024	200	$	192,878	181,957	$	614,673	$	1,785,477	$	1,742,344	$	( 243,302 )	$	( 888,127 )	$	3,203,943

Three months ended September 30, 2023
Balance at June 30, 2023	200	$	192,878	166,097	$	564,137	$	1,545,706	$	1,542,163	$	( 379,286 )	$	( 823,446 )	$	2,642,152
Net income									72,097						72,097
Other comprehensive loss											( 93,470 )				( 93,470 )

Common stock issued (1)				50	125		529						7		661
Dividend reinvestment activity				109			( 154 )						1,517		1,363

Stock-based compensation awards (repurchases)				4	17		3,198						( 26 )		3,189
Acquisition of treasury stock				( 2,176 )									( 30,491 )		( 30,491 )
Preferred stock dividend									( 2,562 )						( 2,562 )
Common stock dividends - $ 0.16 per share									( 26,246 )						( 26,246 )
Balance at September 30, 2023	200	$	192,878	164,084	$	564,279	$	1,549,279	$	1,585,452	$	( 472,756 )	$	( 852,439 )	$	2,566,693

Nine months ended September 30, 2024
Balance at December 31, 2023	200	$	192,878	163,801	$	564,402	$	1,552,860	$	1,619,300	$	( 312,280 )	$	( 857,021 )	$	2,760,139
Net income									220,122						220,122
Other comprehensive income											68,978				68,978
Common stock issued (2)				19,313	48,283		226,569						12		274,864
Dividend reinvestment activity				252			574						3,502		4,076

Stock-based compensation awards (repurchases)				525	1,988		5,474						( 4,272 )		3,190
Acquisition of treasury stock				( 1,934 )									( 30,348 )		( 30,348 )
Preferred stock dividend									( 7,686 )						( 7,686 )
Common stock dividends - $ 0.51 per share									( 89,392 )						( 89,392 )
Balance at September 30, 2024	200	$	192,878	181,957	$	614,673	$	1,785,477	$	1,742,344	$	( 243,302 )	$	( 888,127 )	$	3,203,943

Nine months ended September 30, 2023
Balance at December 31, 2022	200	$	192,878	167,599	$	561,511	$	1,541,840	$	1,450,758	$	( 385,476 )	$	( 781,754 )	$	2,579,757
Net income									220,017						220,017
Other comprehensive loss											( 87,280 )				( 87,280 )
Common stock issued (1)				185	463		2,001						27		2,491
Dividend reinvestment activity				298			18						4,147		4,165

Stock-based compensation awards (repurchases)				589	2,305		5,420						( 3,919 )		3,806
Acquisition of treasury stock				( 4,587 )									( 70,940 )		( 70,940 )
Preferred stock dividend									( 7,686 )						( 7,686 )
Common stock dividends - $ 0.47 per share									( 77,637 )						( 77,637 )
Balance at September 30, 2023	200	$	192,878	164,084	$	564,279	$	1,549,279	$	1,585,452	$	( 472,756 )	$	( 852,439 )	$	2,566,693

See Notes to Consolidated Financial Statements

(1) Issuance of common stock includes issuance in connection with the Corporation's Employee Stock Purchase Plan and exercised stock options.

(2) Issuance of common stock includes the issuance of 19,166,667 shares of common stock in an underwritten public offering that closed on May 1, 2024, issuance in connection with the Corporation’s Employee Stock Purchase Plan and exercised stock options.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(dollars in thousands)	Nine months ended September 30
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	220,122	$	220,017
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	54,910		44,228
Depreciation and amortization of premises and equipment	22,789		22,212
Net amortization of investment securities premiums	725		8,650
Net accretion of loan discounts	( 24,821 )		—
Investment securities losses (gains), net	20,283		( 19 )
Gain on sales of mortgage loans held for sale	( 5,952 )		( 4,150 )
Proceeds from sales of mortgage loans held for sale	397,694		260,494
Originations of mortgage loans held for sale	( 394,262 )		( 269,448 )
Intangible amortization	11,548		2,347
Amortization of issuance costs and discounts on long-term borrowings	533		540


Gain on acquisition, net of tax	( 39,685 )		—
Gain on disposal of premises and equipment	( 44 )		—
Gain on Sale-Leaseback Transaction	( 20,266 )		—
Stock-based compensation	7,462		7,971
Net change in deferred federal income tax	31,203		( 10,773 )
Net change in accrued salaries and benefits	11,035		( 11,232 )
Net change in life insurance cash surrender value	( 15,317 )		( 23,655 )
Other changes, net	10,714		173,206
Total adjustments	68,549		200,371
Net cash provided by operating activities	288,671		420,388
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS securities	2,300,487		80,666
Proceeds from principal repayments and maturities of AFS securities	194,108		77,905
Proceeds from principal repayments and maturities of HTM securities	40,561		46,301
Purchase of AFS securities	( 1,450,128 )		( 72,252 )

Net change in FRB and FHLB stock	( 18,807 )		23,823

Net change in loans	( 277,669 )		( 919,231 )
Net purchases of premises and equipment	( 1,241 )		( 17,860 )
Settlement of bank-owned life insurance	1,053		100
Proceeds from Sale-Leaseback Transaction	51,123		—
Net cash received for acquisition	1,018,371		—
Net change in tax credit investments	( 30,109 )		( 17,945 )
Net cash provided by (used in) investing activities	1,827,749		( 798,493 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand and savings deposits	357,522		( 811,325 )
Net change in time deposits and brokered deposits	144,673		1,583,376
Net change in other borrowings	( 1,871,808 )		( 501,635 )


Net proceeds from issuance of common stock	270,606		2,491
Dividends paid	( 96,095 )		( 85,323 )
Acquisition of treasury stock	( 30,348 )		( 70,940 )
Net cash (used in) provided by financing activities	( 1,225,450 )		116,644
Net increase (decrease) in Cash and Cash Equivalents	890,970		( 261,461 )
Cash and Cash Equivalents at Beginning of Period	549,710		681,921
Cash and Cash Equivalents at End of Period	$	1,440,680	$	420,460







Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	459,522	$	276,159
Income taxes	20,739		23,416
Supplemental Schedule of Certain Noncash Activities:

Business Combination

Fair value of tangible assets acquired	$	4,708,947	$	—
Intangible assets	92,600		—
Liabilities assumed	5,560,160		—
PCD Loans credit discount	54,767		—


See Notes to Consolidated Financial Statements

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of the Corporation have been prepared in conformity with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Corporation evaluates subsequent events through the date of filing of this Quarterly Report on Form 10-Q with the SEC for potential recognition or disclosure in the Consolidated Financial Statements.

Significant Accounting Policies

The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023. Those significant accounting policies are unchanged at September 30, 2024.

Recently Adopted Accounting Standards

In June 2022, FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03") . This update clarifies how the fair value of equity securities subject to contractual sale restrictions is determined and requires additional qualitative and quantitative disclosures for equity securities with contractual sale restrictions. The Corporation adopted ASU 2022-03 on January 1, 2024, and it did not have a material impact on its consolidated financial statements.

In March 2023, FASB issued ASU 2023-01 Leases (Topic 842): Common Control Arrangements ("ASU 2023-01") . This update clarifies guidance for leases between related parties under common control . The Corporation adopted ASU 2023-01 on January 1, 2024, and it did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") . This update requires public entities with reportable segments to provide additional and more detailed disclosures. The Corporation will adopt ASU 2023-07 on December 15, 2024. The Corporation is not currently required to report segment information and, as such, does not expect the adoption of ASU 2023-07 to have an impact on its consolidated financial statements.

In December 2023, FASB issued ASU 2023-08 Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08") . This update provides guidance for crypto assets to be carried at fair value and requires additional disclosures. The Corporation will adopt ASU 2023-08 on January 1, 2025. The Corporation does not expect the adoption of ASU 2023-08 to have an impact on its consolidated financial statements. The Corporation currently does not hold crypto assets.

In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") . This update requires companies to disclose specific categories in the income tax rate reconciliation and requires additional information for certain reconciling items. The Corporation will adopt ASU 2023-09 on January 1, 2025. The Corporation does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ("ASU 2024-01") . This update provides guidance for profits interest and similar awards. The Corporation will adopt ASU 2024-01 on January 1, 2025. The Corporation does not expect the adoption of ASU 2024-01 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2023 consolidated financial statements and notes have been reclassified to conform to the 2024 presentation.

NOTE 2 – Business Combinations

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 received approximately $ 0.8 billion of cash from the FDIC. The Bank assumed approximately $ 5.6 billion of total liabilities of Republic First Bank. The Bank did not enter into a loss sharing arrangement with the FDIC in connection with the Republic First Transaction.

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

The Republic First Transaction constitutes a business combination as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values based on preliminary valuations as of the Acquisition Date. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows and market conditions at the time of the Republic First Transaction.

The Bank is awaiting conclusion of the customary final settlement process to determine whether certain assets and liabilities of Republic First Bank will be acquired by the Bank. Until management finalizes its fair value estimates for the acquired assets and assumed liabilities, the preliminary gain on acquisition can be updated for a period not to exceed one year following the Acquisition Date. The preliminary fair value estimates of assets acquired and liabilities assumed, provide a reasonable basis for determining the preliminary gain on acquisition. During the third quarter of 2024, adjustments to the estimated fair values of certain assets acquired were recorded, resulting in a $ 7.7 million reduction in the preliminary gain on acquisition, net of income taxes.

The excess of the estimated fair value of net assets acquired and the cash consideration received from the FDIC over the estimated fair value of liabilities assumed was recorded as a preliminary gain on acquisition of $ 39.7 million, net of income taxes.

The following table summarizes the consideration transferred and the estimated fair values of identifiable assets acquired and liabilities assumed in connection with the Republic First Transaction on the Acquisition Date:


	Estimated Fair Value
	(dollars in thousands)

Cash payment received from FDIC	$	809,920

Assets acquired:
Cash and due from banks	208,451
Investment securities	1,938,571
Loans	2,496,902
Premises and equipment	1,211
CDI	92,600
FHLB Stock	37,931
Accrued interest receivable	16,164
Other assets	9,717
Total assets	4,801,547
Liabilities assumed:
Deposits	4,112,325
Borrowings	1,413,751
Accrued interest payable	33,444
Other liabilities	640
Total liabilities	5,560,160
Net assets acquired:	( 758,613 )

Gain on acquisition, before income taxes	$	51,307
Gain on acquisition, net of income taxes	$	39,685

The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets

acquired and liabilities assumed.

Cash and due from banks: The fair values of cash and due from banks approximate their book values.

Investment securities: The investment portfolio acquired in the Republic First Transaction, with a fair value of $ 1.9 billion, was sold shortly after the Acquisition Date. The fair value of the investment portfolio was based on the proceeds from the sale.

Loans: The Corporation recorded $ 2.5 billion of acquired loans at their estimated fair values as of the Acquisition Date. The estimated fair value for the loans was based on a discounted cash flow methodology that considered credit loss and prepayment expectations, market interest rates and other market factors from the perspective of a market participant. Loan cash flows were generated on an individual loan basis. The PD, LGD, exposure at default and prepayment assumptions are the key factors driving credit losses that are embedded in the estimated cash flows.

The following table presents information with respect to the estimated fair value and unpaid principal balance of acquired loans and leases at the Acquisition Date:


	April 26, 2024
	Unpaid Principal Balance		Estimated Fair Value
	(dollars in thousands)
Real estate - commercial mortgage	$	1,144,465	$	1,024,004
Commercial and industrial	545,374		487,962
Real-estate - residential mortgage	947,135		752,328
Real-estate - home equity	72,730		66,237
Real-estate - construction	153,437		145,597
Consumer	20,789		20,774

Total acquired loans	$	2,883,930	$	2,496,902

The following table summarizes PCD Loans:


	April 26, 2024
	(dollars in thousands)
Book balance of loans with deteriorated credit quality at acquisition	$	1,014,559
Fair value of loans with deteriorated credit quality at acquisition	896,316
Fair value discount	118,243
PCD Loans credit discount	( 54,767 )
Non-credit discount	$	63,476

The Republic First Transaction resulted in the addition of $ 78.2 million to the ACL, including the $ 54.8 million identified in the table above for PCD Loans, and $23.4 million recorded through the provision for credit losses at the Acquisition Date for non-PCD Loans.

Intangible assets: The Corporation recorded $ 92.6 million of CDI reflected in other assets that is being amortized over seven years using the sum-of-the-years digits method. The estimated fair value of the CDI was determined using the cost savings approach. The cost savings approach is defined as the difference between the cost of funds of core deposits and an alternative cost of funds for those deposits. The CDI estimated fair value was determined by projecting discounted net cash flows that included assumptions related to customer attrition rates, discount rates, deposit interest rates, deposit account maintenance costs and alternative cost of funding rates.

FHLB stock: The Corporation acquired $ 37.9 million of FHLB stock. The estimated fair value of the FHLB stock approximated its book value.

Accrued interest receivable: The Corporation acquired $ 16.2 million of accrued interest receivable. The fair value of the accrued interest receivable approximated its book value.

Core deposits: Demand deposits, savings and money market deposits and time deposits (less than $250,000) were recorded at book value which approximated fair value. The Corporation recorded $ 92.6 million of CDI in other assets for these deposits.

Time deposits: Time deposits of $250,000 and greater were valued based on a comparison with the contractual cost of a portfolio of brokered deposits having a similar tenor. As the time deposit portfolio had a remaining average life of approximately three months, the estimated fair value of the time deposits approximated their book value and no adjustment was recorded.

Borrowings: Borrowings assumed in the Republic First Transaction, with a fair value of $ 1.4 billion, were repaid shortly after the Acquisition Date. The fair value of borrowings was based on the repayment amounts.

Acquisition-related expenses:

The Corporation developed a comprehensive integration plan under which it is incurring direct costs that are expensed as incurred. For the nine months ended, September 30, 2024, these direct costs included professional fees, a charitable donation, severance, and marketing expense. Costs related to the Republic First Transaction are included in acquisition-related expenses in the unaudited Consolidated Statements of Income.

The following table details the costs incurred and classified as acquisition-related expenses:


	Nine months ended September 30, 2024
	(dollars in thousands)
Salaries and employee benefits	$	1,405

Net occupancy	9,805

Professional fees	8,792

Charitable donation	5,000
Other	2,996
	$	27,998

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 Fulton Bank's vision of advancing economic empowerment, particularly in underserved communities.

On July 18, 2024, the Corporation announced a plan to close 13 of the Bank's financial center offices and consolidate the operations of those offices into nearby financial center offices operated by the Bank. The plan was adopted as part of the Bank's integration of the assets acquired and the deposits and certain other liabilities assumed in the Republic First Transaction. The premises and equipment of the 13 locations include 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 three and nine months ended September 30, 2024, consisting of write-offs of premises and equipment and related expenses, and lease termination charges. The financial centers are expected to close on or about November 22, 2024.

Unaudited Pro Forma Information:

The amount of net interest income, non-interest income, non-interest expense and net income of $ 72.1 million, $ 45.1 million, $ 49.4 million and $ 44.3 million, respectively, attributable to the Republic First Transaction were included in the Corporation's unaudited Consolidated Statements of Income for the nine months ended September 30, 2024. Included in non-interest income above is $ 39.7 million related to the gain on acquisition, net of tax. Net interest income, non-interest income, non-interest expense and net income shown above reflect management's best estimates based on information available as of the date of the filing of this Quarterly Report on Form 10-Q.

Republic First Bank does not have historical financial information on which the Corporation could base pro forma information. Additionally, the Bank did not acquire all of the assets or assume all of the liabilities of Republic First Bank. Therefore, it is impracticable to provide pro forma information on revenues and earnings for the Republic First Transaction in accordance with ASC 805-10-50-2.

NOTE 3 – Restrictions on Cash and Cash Equivalents

Cash collateral is posted by the Corporation with counterparties to secure derivatives and other contracts, which is included in "interest-bearing deposits with other banks" on the consolidated balance sheets. The amounts of such collateral as of September 30, 2024 and December 31, 2023 were $ 35.9 million and $ 17.4 million, respectively.

NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities:


	September 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(dollars in thousands)


State and municipal securities	$	963,138	$	814	$	( 112,619 )	$	851,333
Corporate debt securities	318,631		473		( 22,524 )		296,580
Collateralized mortgage obligations	746,328		11,858		( 8,718 )		749,468
Residential mortgage-backed securities	911,713		6,349		( 22,427 )		895,635
Commercial mortgage-backed securities	604,376		—		( 84,096 )		520,280

Total	$	3,544,186	$	19,494	$	( 250,384 )	$	3,313,296

Held to Maturity
Residential mortgage-backed securities	$	373,313	$	—	$	( 44,387 )	$	328,926
Commercial mortgage-backed securities	858,669		—		( 123,291 )		735,378
Total	$	1,231,982	$	—	$	( 167,678 )	$	1,064,304


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for Sale	(dollars in thousands)
U.S. Government securities	$	42,475	$	—	$	( 314 )	$	42,161
U.S. Government-sponsored agency securities	1,038		—		( 28 )		1,010
State and municipal securities	1,200,571		1,089		( 129,647 )		1,072,013
Corporate debt securities	480,714		473		( 40,636 )		440,551
Collateralized mortgage obligations	122,824		—		( 11,390 )		111,434
Residential mortgage-backed securities	223,273		7		( 26,485 )		196,795
Commercial mortgage-backed securities	627,364		—		( 92,976 )		534,388

Total	$	2,698,259	$	1,569	$	( 301,476 )	$	2,398,352



Held to Maturity
Residential mortgage-backed securities	$	407,075	$	—	$	( 51,805 )	$	355,270
Commercial mortgage-backed securities	860,847		—		( 143,910 )		716,937
Total	$	1,267,922	$	—	$	( 195,715 )	$	1,072,207

In May 2024, the Corporation sold $ 345.7 million AFS securities and recorded a pre-tax loss of $ 20.3 million. The proceeds from the sale were reinvested into higher-yielding securities of a similar type and similar duration.

Securities carried at $ 0.6 billion and $ 0.4 billion at September 30, 2024 and December 31, 2023, respectively, were pledged as collateral to secure public and trust deposits.

The amortized cost and estimated fair values of debt securities as of September 30, 2024, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because issuers may have the right to call or borrowers may have the right to prepay with or without call or prepayment penalties.


		September 30, 2024
		Available for Sale				Held to Maturity
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(dollars in thousands)
Due in one year or less		$	9,727	$	9,548	$	—	$	—
Due from one year to five years		87,566		84,556		—		—
Due from five years to ten years		340,494		319,163		—		—
Due after ten years		843,982		734,646		—		—
		1,281,769		1,147,913		—		—
Residential mortgage-backed securities (1)		911,713		895,635		373,313		328,926
Commercial mortgage-backed securities (1)		604,376		520,280		858,669		735,378
Collateralized mortgage obligations (1)		746,328		749,468		—		—
Total		$	3,544,186	$	3,313,296	$	1,231,982	$	1,064,304

(1) Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the

underlying loans.

The following table presents information related to gross realized gains and losses on the sales of securities:


	Gross Realized Gains		Gross Realized Losses		Net Gains (Losses)
Three months ended	(dollars in thousands)
September 30, 2024	$	88	$	( 89 )	$	( 1 )
September 30, 2023	—		—		—

Nine months ended
September 30, 2024	$	179	$	( 20,462 )	$	( 20,283 )
September 30, 2023	283		( 264 )		19

The following tables present the gross unrealized losses and estimated fair values of investment securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	September 30, 2024
		Less than 12 months					12 months or longer				Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses

Available for Sale	(dollars in thousands)


State and municipal securities	7	$	19,919	$	( 138 )	273	$	790,484	$	( 112,481 )	$	810,403	$	( 112,619 )
Corporate debt securities	—	—		—		49	271,021		( 22,524 )		271,021		( 22,524 )
Collateralized mortgage obligations	2	39,917		( 181 )		78	91,327		( 8,537 )		131,244		( 8,718 )
Residential mortgage-backed securities	8	165,584		( 486 )		69	187,709		( 21,941 )		353,293		( 22,427 )
Commercial mortgage-backed securities	—	—		—		135	520,280		( 84,096 )		520,280		( 84,096 )
Total available for sale	17	$	225,420	$	( 805 )	604	$	1,860,821	$	( 249,579 )	$	2,086,241	$	( 250,384 )

Held to Maturity
Residential mortgage-backed securities	—	$	—	$	—	120	$	328,926	$	( 44,387 )	$	328,926	$	( 44,387 )
Commercial mortgage-backed securities	—	—		—		60	735,378		( 123,291 )		735,378		( 123,291 )
Total held to maturity	—	$	—	$	—	180	$	1,064,304	$	( 167,678 )	$	1,064,304	$	( 167,678 )


	December 31, 2023
	Less than 12 months					12 months or longer					Total
	Number of Securities	Estimated Fair Value		Unrealized Losses		Number of Securities	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Available for Sale	(dollars in thousands)
U.S. Government Securities	—	$	—	$	—	1	$	42,161	$	( 314 )	$	42,161	$	( 314 )
U.S. Government-sponsored agency securities	—	—		—		1	1,010		( 28 )		1,010		( 28 )
State and municipal securities	40	76,155		( 858 )		314	917,274		( 128,789 )		993,429		( 129,647 )
Corporate debt securities	8	42,945		( 1,326 )		60	370,523		( 39,310 )		413,468		( 40,636 )
Collateralized mortgage obligations	—	—		—		93	111,434		( 11,390 )		111,434		( 11,390 )
Residential mortgage-backed securities	6	409		( 3 )		69	195,453		( 26,482 )		195,862		( 26,485 )
Commercial mortgage-backed securities	2	26,907		( 1,053 )		133	507,481		( 91,923 )		534,388		( 92,976 )
Total available for sale	56	$	146,416	$	( 3,240 )	671	$	2,145,336	$	( 298,236 )	$	2,291,752	$	( 301,476 )

Held to Maturity

Residential mortgage-backed securities	—	$	—	$	—	60	$	355,270	$	( 51,805 )	$	355,270	$	( 51,805 )
Commercial mortgage-backed securities	—	—		—		120	716,937		( 143,910 )		716,937		( 143,910 )
Total held to maturity	—	$	—	$	—	180	$	1,072,207	$	( 195,715 )	$	1,072,207	$	( 195,715 )

The Corporation's collateralized mortgage obligations, residential mortgage-backed securities and commercial mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not credit quality. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. Therefore, the Corporation did not record a loss on these investments as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, no ACL was required for the Corporation's state and municipal securities. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity. Therefore, the Corporation did not record a loss on these investments as of September 30, 2024 and December 31, 2023.

The majority of the corporate debt securities were rated at or above investment grade as of September 30, 2024 and December 31, 2023. Based on the payment status, rating and management's evaluation of these securities, no ACL was required for corporate debt securities as of September 30, 2024 and December 31, 2023. The Corporation does not have the intent to sell and

does not believe it will more likely than not to be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity. Therefore, the Corporation did not record a loss on these investments as of September 30, 2024 and December 31, 2023.

NOTE 5 - Loans and Allowance for Credit Losses

Loans and leases, net of unearned income

Loans and leases, net of unearned income, are summarized as follows:


	September 30, 2024		December 31, 2023
	(dollars in thousands)
Real estate - commercial mortgage	$	9,493,479	$	8,127,728
Commercial and industrial (1)	4,914,734		4,545,552
Real-estate - residential mortgage	6,302,624		5,325,923
Real-estate - home equity	1,144,402		1,047,184
Real-estate - construction	1,332,954		1,239,075
Consumer	651,717		729,318
Leases and other loans (2)	336,165		336,314
Net loans	$	24,176,075	$	21,351,094

(1) Includes $ 2.0 thousand of unearned income at September 30, 2024 and $ 41.0 thousand at December 31, 2023.

(2) Includes unearned income of $ 34.8 million at September 30, 2024 and $ 38.0 million at December 31, 2023.

Allowance for Credit Losses

The ACL consists of reserves against loans that have been evaluated collectively and individually for expected credit losses. The ACL represents an estimate of expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to net loans. The ACL is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. The reserve for OBS credit exposures includes estimated losses on unfunded loan commitments, letters of credit and other OBS credit exposures.

The following table summarizes the ACL - loans balance and the reserve for OBS credit exposures balance:



	September 30, 2024		December 31, 2023
	(dollars in thousands)
ACL - loans	$	375,961	$	293,404

Reserve for OBS credit exposures (1)	$	14,188	$	17,254

(1) Included in other liabilities on the consolidated balance sheets.

The following table presents the activity in the ACL - loans balances:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Balance at beginning of period	$	375,941	$	287,442	$	293,404	269,366
CECL Day 1 Provision (1)	—		—		23,444		—
Initial PCD allowance for credit losses	( 1,139 )		—		54,767		—
Loans charged off	( 13,144 )		( 7,279 )		( 38,103 )		( 28,969 )
Recoveries of loans previously charged off	2,022		2,181		7,081		7,896
Net loans (charged off) recovered	( 11,122 )		( 5,098 )		( 31,022 )		( 21,073 )
Provision for credit losses (1) (2)	12,281		10,395		35,368		44,446
Balance at end of period	$	375,961	$	292,739	$	375,961	$	292,739
Provision for OBS credit exposures (1)	$	( 352 )	$	( 458 )	$	( 3,902 )	$	( 218 )
Reserve for OBS credit exposures	$	14,188	$	16,110	$	14,188	$	16,110

(1) The sum of these amounts is reflected in the provision for credit losses in the Consolidated Statements of Income.

(2) Provision only includes the portion related to net loans.

The following table presents the activity in the ACL by portfolio segment:


	Real Estate Commercial Mortgage		Commercial and Industrial		Real Estate Residential Mortgage		Consumer and Home Equity		Real Estate Construction		Leases and other loans		Total
	(dollars in thousands)
Three months ended September 30, 2024
June 30, 2024	$	156,165	$	94,623	$	89,714	$	17,533	$	14,610	$	3,296	$	375,941
CECL Day 1 Provision (1)	—		—		—		—		—		—		—
Initial PCD allowance for credit losses	—		( 1,139 )		—		—		—		—		( 1,139 )
Loans charged off	( 2,723 )		( 6,256 )		( 1,131 )		( 2,308 )		—		( 726 )		( 13,144 )
Recoveries of loans previously charged off	107		1,008		130		545		103		129		2,022
Net loans (charged off) recovered	( 2,616 )		( 5,248 )		( 1,001 )		( 1,763 )		103		( 597 )		( 11,122 )
Provision for loan losses (1) (2)	( 10,255 )		13,128		1,614		1,357		6,284		153		12,281
Balance at September 30, 2024	$	143,294	$	101,364	$	90,327	$	17,127	$	20,997	$	2,852	$	375,961
Three months ended September 30, 2023
June 30, 2023	$	72,302	$	75,189	$	88,849	$	28,982	$	11,144	$	10,976	$	287,442


Loans charged off	( 860 )		( 3,220 )		—		( 1,803 )		—		( 1,396 )		( 7,279 )
Recoveries of loans previously charged off	101		620		37		1,023		—		400		2,181
Net loans (charged off) recovered	( 759 )		( 2,600 )		37		( 780 )		—		( 996 )		( 5,098 )
Provision for loan and lease losses (1) (2)	2,403		9,766		( 2,685 )		1,873		( 2,873 )		1,911		10,395
Balance at September 30, 2023	$	73,946	$	82,355	$	86,201	$	30,075	$	8,271	$	11,891	$	292,739
Nine months ended September 30, 2024
Balance at December 31, 2023	$	112,565	$	74,266	$	73,286	$	17,604	$	12,295	$	3,388	$	293,404
CECL Day 1 Provision (1)	6,108		1,484		14,922		444		486		—		23,444
Initial PCD allowance for credit losses	32,157		19,730		565		357		1,958		—		54,767
Loans charged off	( 10,602 )		( 16,843 )		( 1,417 )		( 6,312 )		—		( 2,929 )		( 38,103 )
Recoveries of loans previously charged off	405		3,052		368		2,382		336		538		7,081
Net loans (charged off) recovered	( 10,197 )		( 13,791 )		( 1,049 )		( 3,930 )		336		( 2,391 )		( 31,022 )
Provision for loan losses (1) (2)	2,661		19,675		2,603		2,652		5,922		1,855		35,368
Balance at September 30, 2024	$	143,294	$	101,364	$	90,327	$	17,127	$	20,997	$	2,852	$	375,961
Nine months ended September 30, 2023
Balance at December 31, 2022	$	69,456	$	70,116	$	83,250	$	26,429	$	10,743	$	9,372	$	269,366


Loans charged off	( 14,452 )		( 5,849 )		( 62 )		( 5,322 )		—		( 3,284 )		( 28,969 )
Recoveries of loans previously charged off	916		2,694		143		2,643		771		729		7,896
Net loans (charged off) recovered	( 13,536 )		( 3,155 )		81		( 2,679 )		771		( 2,555 )		( 21,073 )
Provision for loan losses (1)(2)	18,026		15,394		2,870		6,325		( 3,243 )		5,074		44,446
Balance at September 30, 2023	$	73,946	$	82,355	$	86,201	$	30,075	$	8,271	$	11,891	$	292,739

(1) These amounts are reflected in the provision for credit loss in the Consolidated Statements of Income.

(2) Provision included in the table only includes the portion related to net loans.

The ACL may include qualitative adjustments intended to capture the impact of uncertainties not reflected in the quantitative models. In determining qualitative adjustments, management considers changes in national, regional, and local economic and business conditions and their impact on the lending environment, including underwriting standards and other factors affecting credit losses over the remaining life of each loan.

The increase in the ACL - loans as of September 30, 2024 was primarily due to loans acquired in the Republic First Transaction.

Collateral-Dependent Loans

A loan or a lease is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent loans or leases consists of various

types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agricultural land, and vacant land. Commercial and industrial loans may also be secured by real estate.

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of September 30, 2024 and December 31, 2023, substantially all of the Corporation's individually evaluated loans with total commitments greater than or equal to $ 1.0 million were measured based on the estimated fair value of each loan’s collateral, if any.

As of September 30, 2024 and December 31, 2023, approximately 95 % and 78 %, respectively, of loans evaluated individually for impairment with principal balances greater than or equal to $ 1.0 million, whose primary collateral consisted of real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated in the preceding 12 months.

Non-accrual Loans

The following table presents total non-accrual loans, by class segment:


	September 30, 2024						December 31, 2023
	With a Related Allowance		Without a Related Allowance		Total		With a Related Allowance		Without a Related Allowance		Total
	(dollars in thousands)
Real estate - commercial mortgage	$	12,683	$	56,703	$	69,386	$	23,338	$	21,467	$	44,805
Commercial and industrial	36,493		27,121		63,614		12,410		27,542		39,952
Real estate - residential mortgage	22,413		2,018		24,431		18,806		2,018		20,824
Real estate - home equity	7,961		86		8,047		4,649		104		4,753
Real estate - construction	340		—		340		341		1,000		1,341
Consumer	209		—		209		52		—		52
Leases and other loans	194		9,640		9,834		9,255		638		9,893
	$	80,293	$	95,568	$	175,861	$	68,851	$	52,769	$	121,620

As of September 30, 2024 and December 31, 2023, there were $ 95.6 million and $ 52.8 million, respectively, of non-accrual loans that did not have a specific valuation allowance within the ACL. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

Asset Quality

Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For commercial construction, commercial and industrial, and commercial real estate, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk categories is a significant component of the ACL methodology for these loans, which bases the PD on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in a loan.

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the current period:


		September 30, 2024
		(dollars in thousands)
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
														Amortized		Amortized
		2024		2023		2022		2021		2020		Prior		Cost Basis		Cost Basis		Total
Real estate - commercial mortgage
	Pass	$	439,628	$	927,412	$	1,144,947	$	1,304,578	$	1,039,538	$	3,409,730	$	75,822	$	324	$	8,341,979
	Special Mention	2,514		61,815		175,721		209,161		58,007		217,361		11,271		—		735,850
	Substandard or Lower	214		36,240		63,601		77,690		73,501		162,421		1,983		—		415,650
	Total real estate - commercial mortgage	442,356		1,025,467		1,384,269		1,591,429		1,171,046		3,789,512		89,076		324		9,493,479
Real estate - commercial mortgage
	Current period gross charge-offs	—		( 126 )		( 84 )		—		—		( 10,366 )		—		( 26 )		( 10,602 )
Commercial and industrial
	Pass	329,172		531,373		543,678		306,525		292,198		774,293		1,380,049		6,201		4,163,489
	Special Mention	13,034		22,505		53,936		45,068		24,550		110,455		151,806		3,819		425,173
	Substandard or Lower	9,376		15,655		39,900		6,775		8,044		56,206		168,937		21,179		326,072
	Total commercial and industrial	351,582		569,533		637,514		358,368		324,792		940,954		1,700,792		31,199		4,914,734
Commercial and industrial
	Current period gross charge-offs	( 370 )		( 2,093 )		( 268 )		( 606 )		( 280 )		( 5,486 )		( 4,105 )		( 3,635 )		( 16,843 )
Real estate - construction (1)
	Pass	138,942		430,449		203,827		51,226		6,138		43,116		31,078		—		904,776
	Special Mention	—		14,619		87,643		65,668		3,282		527		2,324		—		174,063
	Substandard or Lower	—		—		15,387		4,502		—		22,406		133		—		42,428
	Total real estate - construction	138,942		445,068		306,857		121,396		9,420		66,049		33,535		—		1,121,267
Real estate - construction (1)
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
Total
	Pass	907,742		1,889,234		1,892,452		1,662,329		1,337,874		4,227,139		1,486,949		6,525		13,410,244
	Special Mention	15,548		98,939		317,300		319,897		85,839		328,343		165,401		3,819		1,335,086
	Substandard or Lower	9,590		51,895		118,888		88,967		81,545		241,033		171,053		21,179		784,150
	Total	$	932,880	$	2,040,068	$	2,328,640	$	2,071,193	$	1,505,258	$	4,796,515	$	1,823,403	$	31,523	$	15,529,480

(1) Excludes real estate - construction - other.

Included in special mention loans were loans acquired in the Republic First Transaction with a balance of $ 721.0 million as of September 30, 2024. Included in substandard or lower loans were loans acquired in the Republic First Transaction with a balance of $ 171.7 million as of September 30, 2024.

The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the prior period:


		December 31, 2023
		(dollars in thousands)
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
														Amortized		Amortized
		2023		2022		2021		2020		2019		Prior		Cost Basis		Cost Basis		Total
Real estate - commercial mortgage
	Pass	$	783,673	$	993,017	$	1,203,852	$	984,958	$	721,857	$	2,822,155	$	59,253	$	31,636	$	7,600,401
	Special Mention	2,767		43,904		105,185		7,862		35,289		105,786		1,760		—		302,553
	Substandard or Lower	366		20,958		31,304		49,142		26,579		95,621		804		—		224,774
	Total real estate - commercial mortgage	786,806		1,057,879		1,340,341		1,041,962		783,725		3,023,562		61,817		31,636		8,127,728
Real estate - commercial mortgage
	Current period gross charge-offs	—		—		—		—		—		( 424 )		—		( 17,575 )		( 17,999 )
Commercial and industrial
	Pass	626,386		590,132		330,576		341,218		272,126		598,838		1,443,203		10,736		4,213,215
	Special Mention	7,936		9,548		16,499		3,577		6,817		18,487		72,775		198		135,837
	Substandard or Lower	247		25,184		4,611		3,843		18,988		31,663		105,230		6,734		196,500
	Total commercial and industrial	634,569		624,864		351,686		348,638		297,931		648,988		1,621,208		17,668		4,545,552
Commercial and industrial
	Current period gross charge-offs	—		( 299 )		—		—		—		( 249 )		( 682 )		( 8,016 )		( 9,246 )
Real estate - construction (1)
	Pass	322,922		258,080		261,583		37,426		9,510		34,097		13,677		—		937,295
	Special Mention	—		12,622		25,898		—		—		—		—		—		38,520
	Substandard or Lower	—		521		2,229		—		340		21,284		168		2,229		26,771
	Total real estate - construction	322,922		271,223		289,710		37,426		9,850		55,381		13,845		2,229		1,002,586
Real estate - construction (1)
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
Total
	Pass	1,732,981		1,841,229		1,796,011		1,363,602		1,003,493		3,455,090		1,516,133		42,372		12,750,911
	Special Mention	10,703		66,074		147,582		11,439		42,106		124,273		74,535		198		476,910
	Substandard or Lower	613		46,663		38,144		52,985		45,907		148,568		106,202		8,963		448,045
	Total	$	1,744,297	$	1,953,966	$	1,981,737	$	1,428,026	$	1,091,506	$	3,727,931	$	1,696,870	$	51,533	$	13,675,866

(1) Excludes real estate - construction - other.

The Corporation considers the performance of the loan portfolio and its impact on the ACL. The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and other loans. For these loans, the most relevant credit quality indicator is delinquency status and the Corporation evaluates credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, for the periods shown:


		September 30, 2024
		(dollars in thousands)
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
														Amortized		Amortized
		2024		2023		2022		2021		2020		Prior		Cost Basis		Cost Basis		Total
Real estate - residential mortgage
	Performing	$	341,970	$	726,077	$	1,531,033	$	1,748,485	$	1,041,766	$	871,564	$	—	$	—	$	6,260,895
	Nonperforming	—		1,257		4,061		4,491		3,538		28,382		—		—		41,729
	Total real estate - residential mortgage	341,970		727,334		1,535,094		1,752,976		1,045,304		899,946		—		—		6,302,624
Real estate - residential mortgage
	Current period gross charge-offs	—		( 161 )		( 62 )		( 12 )		( 43 )		( 888 )		—		( 251 )		( 1,417 )
Consumer and real estate - home equity
	Performing	170,366		124,431		231,555		70,197		51,484		213,316		899,502		22,439		1,783,290
	Nonperforming	6		210		754		1,225		254		6,285		2,002		2,093		12,829
	Total consumer and real estate - home equity	170,372		124,641		232,309		71,422		51,738		219,601		901,504		24,532		1,796,119
Consumer and real estate - home equity
	Current period gross charge-offs	( 77 )		( 627 )		( 1,240 )		( 432 )		( 292 )		( 1,804 )		( 3 )		( 1,837 )		( 6,312 )
Leases and other loans
	Performing	110,852		101,880		66,448		20,029		13,167		13,861		—		—		326,237
	Nonperforming	—		—		531		63		38		9,296		—		—		9,928
	Leases and other loans	110,852		101,880		66,979		20,092		13,205		23,157		—		—		336,165
Leases and other loans
	Current period gross charge-offs	( 830 )		( 694 )		( 222 )		( 237 )		( 125 )		( 510 )		( 135 )		( 176 )		( 2,929 )
Construction - other
	Performing	84,451		100,710		22,764		2,356		—		—		—		—		210,281
	Nonperforming	—		—		1,406		—		—		—		—		—		1,406
	Total construction - other	84,451		100,710		24,170		2,356		—		—		—		—		211,687
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
Total
	Performing	707,639		1,053,098		1,851,800		1,841,067		1,106,417		1,098,741		899,502		22,439		8,580,703
	Nonperforming	6		1,467		6,752		5,779		3,830		43,963		2,002		2,093		65,892
	Total	$	707,645	$	1,054,565	$	1,858,552	$	1,846,846	$	1,110,247	$	1,142,704	$	901,504	$	24,532	$	8,646,595


		December 31, 2023
		(dollars in thousands)
		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Revolving Loans converted to Term Loans
														Amortized		Amortized
		2023		2022		2021		2020		2019		Prior		Cost Basis		Cost Basis		Total
Real estate - residential mortgage
	Performing	$	623,247	$	1,126,656	$	1,682,759	$	984,050	$	260,049	$	607,133	$	—	$	—	$	5,283,894
	Nonperforming	—		1,720		4,888		4,701		6,233		24,487		—		—		42,029
	Total real estate - residential mortgage	623,247		1,128,376		1,687,647		988,751		266,282		631,620		—		—		5,325,923
Real estate - residential mortgage
	Current period gross charge-offs	—		—		—		—		—		—		—		( 62 )		( 62 )
Consumer and Real estate - home equity
	Performing	272,571		276,373		85,985		62,426		37,667		204,913		805,645		20,044		1,765,624
	Nonperforming	295		455		866		282		354		5,526		1,439		1,661		10,878
	Total consumer and real estate - home equity	272,866		276,828		86,851		62,708		38,021		210,439		807,084		21,705		1,776,502
Consumer and Real estate - home equity
	Current period gross charge-offs	( 119 )		—		—		—		—		( 525 )		( 283 )		( 6,587 )		( 7,514 )
Leases and other loans
	Performing	166,490		83,641		27,755		22,304		16,246		9,867		—		—		326,303
	Nonperforming	—		118		—		—		—		9,893		—		—		10,011
	Leases and other loans	166,490		83,759		27,755		22,304		16,246		19,760		—		—		336,314
Leases and other loans
	Current period gross charge-offs	( 471 )		( 521 )		( 246 )		( 128 )		( 82 )		( 656 )		( 765 )		( 1,511 )		( 4,380 )
Construction - other
	Performing	127,382		93,319		13,698		555		—		—		—		—		234,954
	Nonperforming	—		1,535		—		—		—		—		—		—		1,535
	Total construction - other	127,382		94,854		13,698		555		—		—		—		—		236,489
Construction - other
	Current period gross charge-offs	—		—		—		—		—		—		—		—		—
Total
	Performing	1,189,690		1,579,989		1,810,197		1,069,335		313,962		821,913		805,645		20,044		7,610,775
	Nonperforming	295		3,828		5,754		4,983		6,587		39,906		1,439		1,661		64,453
	Total	$	1,189,985	$	1,583,817	$	1,815,951	$	1,074,318	$	320,549	$	861,819	$	807,084	$	21,705	$	7,675,228

The following table presents non-performing assets:


	September 30, 2024		December 31, 2023
	(dollars in thousands)
Non-accrual loans	$	175,861	$	121,620
Loans 90 days or more past due and still accruing	26,286		31,721
Total non-performing loans	202,147		153,341
OREO (1)	2,844		896
Total non-performing assets	$	204,991	$	154,237

(1) Excludes $ 15.1 million and $ 10.9 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30,

2024 and December 31, 2023, respectively.

The following tables present the aging of the amortized cost basis of loans, by class segment:


	30-59		60-89		≥ 90 Days
	Days Past		Days Past		Past Due		Non-
	Due		Due		and Accruing		Accrual		Current		Total
	(dollars in thousands)
September 30, 2024
Real estate - commercial mortgage	$	37,045	$	13,818	$	2,081	$	69,386	$	9,371,149	$	9,493,479
Commercial and industrial (1)	20,795		5,066		836		63,614		4,824,423		4,914,734
Real estate - residential mortgage	41,105		9,022		17,296		24,431		6,210,770		6,302,624
Real estate - home equity	3,893		1,320		3,860		8,047		1,127,282		1,144,402
Real estate - construction	2,533		832		1,406		340		1,327,843		1,332,954
Consumer	6,082		1,992		714		209		642,720		651,717
Leases and other loans (1)	474		373		93		9,834		325,391		336,165
Total	$	111,927	$	32,423	$	26,286	$	175,861	$	23,829,578	$	24,176,075

(1) Includes unearned income.


	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Current		Total
	(dollars in thousands)
December 31, 2023
Real estate - commercial mortgage	$	4,408	$	1,341	$	1,722	$	44,805	$	8,075,452	$	8,127,728
Commercial and industrial (1)	5,620		1,656		1,068		39,952		4,497,256		4,545,552
Real estate - residential mortgage	49,145		10,838		21,205		20,824		5,223,911		5,325,923
Real estate - home equity	8,142		2,075		5,326		4,753		1,026,888		1,047,184
Real estate - construction	4,185		451		1,535		1,341		1,231,563		1,239,075
Consumer	8,361		1,767		747		52		718,391		729,318
Leases and other loans (1)	146		722		118		9,893		325,435		336,314
Total	$	80,007	$	18,850	$	31,721	$	121,620	$	21,098,896	$	21,351,094

(1) Includes unearned income.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Corporation modifies loans by providing a concession when deemed appropriate. Depending on the circumstances, a term extension, interest rate reduction or principal forgiveness may be granted. In certain instances, a combination of concessions may be provided to a borrower.

When principal forgiveness is provided, the amount of principal forgiven is deemed to be uncollectible and the amortized cost basis of the loan is reduced by the amount of the forgiven portion, with a corresponding reduction to the ACL.

The following table presents the amortized cost basis of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:


	Term Extension
	2024				2023
	Amortization Cost Basis		% of Class of Financing Receivable		Amortization Cost Basis		% of Class of Financing Receivable
	(dollars in thousands)
Three months ended September 30
Real estate - commercial mortgage	$	—	—	%	$	1,120	0.01	%
Commercial and industrial	—		—		7		—
Real estate - residential mortgage	2,976		0.05		1,933		0.04
Real estate - home equity	256		0.02		—		—


Total	$	3,232			$	3,060

Nine months ended September 30
Real estate - commercial mortgage	$	20,458	0.22	%	$	2,556	0.03	%
Commercial and industrial	—		—		66		—
Real estate - residential mortgage	8,643		0.14		5,343		0.10
Real estate - home equity	394		0.03		—		—
Real estate - construction	605		0.05		—		—

Total	$	30,100			$	7,965


	Interest Rate Reduction and Term Extension
	2024				2023
	Amortized Cost Basis		% of Class of Financing Receivable		Amortized Cost Basis		% of Class of Financing Receivable
	(dollars in thousands)
Three months ended September 30


Real estate - residential mortgage	$	622	0.01	%	$	—	—	%



Total	$	622			$	—

Nine months ended September 30


Real estate - residential mortgage	$	1,941	0.03	%	$	—	—	%



Total	$	1,941			$	—

The following table presents the financial effect of the modifications made to borrowers experiencing financial difficulty:

Term Extension

Financial Effect

Three months ended September 30, 2024

Real estate - residential mortgage

Added a weighted-average 10.22 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Real estate - home equity

Added a weighted-average 12.40 years to the life of loans, which reduced monthly payment amounts for borrowers.

Three months ended September 30, 2023

Real estate - commercial mortgage

Added a weighted-average 0.50 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Commercial and industrial

Added a weighted-average 0.92 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Real estate - residential mortgage

Added a weighted-average 4.49 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Nine months ended September 30, 2024

Real estate - commercial mortgage

Added a weighted-average 2.00 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Real estate - residential mortgage

Added a weighted-average 8.43 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Real estate - home equity

Added a weighted-average 14.31 years to the life of loans, which reduced monthly payment amounts for borrowers.

Real estate - construction

Added a weighted-average 0.67 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Nine months ended September 30, 2023

Real estate - commercial mortgage

Added a weighted-average 2.43 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Commercial and industrial

Added a weighted-average 3.76 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Real estate - residential mortgage

Added a weighted-average 4.58 years to the life of loans, which reduced monthly payment amounts for the borrowers.


			Interest Rate Reduction (1)
			Financial Effect
Three months ended September 30, 2024
Real estate - residential mortgage			Reduced weighted-average interest rate from 4.02 % to 2.49 %



Nine months ended September 30, 2024
Real estate - residential mortgage			Reduced weighted-average interest rate from 2.86 % to 1.71 %

(1) There were no loan modifications with interest rate reductions for the three months and nine months ended September 30, 2023.

During the three months and nine months ended September 30, 2024 and 2023, there were no loans modified due to financial difficulty where there was a principal balance forgiveness.

The following table presents the performance of loans that have been modified due to financial difficulty in the previous 12 months:


			30-89		90+		Total
			Days Past		Past Due		Past
	Current		Due		and Accruing		Due
September 30, 2024	(dollars in thousands)
Real estate - commercial mortgage	$	20,458	$	—	$	—	$	—

Real estate - residential mortgage	7,690		3,633		3,035		6,668
Real estate - home equity	214		173		7		180
Real estate - construction	605		—		—		—


Total	$	28,967	$	3,806	$	3,042	$	6,848

There were no commitments to lend additional funds to borrowers with loan modifications as a result of financial difficulty as of September 30, 2024.

NOTE 6 – Mortgage Servicing Rights

The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets, with adjustments to the carrying value included in mortgage banking income on the consolidated statements of income:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Amortized cost:
Balance at beginning of period	$	30,646	$	32,458	$	31,602	$	34,217
Originations of MSRs	1,058		1,083		2,523		1,967
Amortization	( 1,180 )		( 1,193 )		( 3,601 )		( 3,836 )
Balance at end of period	$	30,524	$	32,348	$	30,524	$	32,348







Estimated fair value of MSRs at end of period	$	48,971	$	51,523	$	48,971	$	51,523

MSRs represent the economic value of contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $ 4.1 billion as of September 30, 2024 and December 31, 2023. Actual and expected prepayments of the underlying mortgage loans can impact the fair values of the MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $ 49.0 million and $ 49.7 million as of September 30, 2024 and December 31, 2023, respectively. Based on its fair value analysis as of September 30, 2024, the Corporation determined that no valuation allowance was required as of September 30, 2024.

NOTE 7 – Derivative Financial Instruments

The Corporation uses derivatives to manage its exposure to certain market risks, including interest rate and foreign currency risks, and to assist customers with their risk management objectives. Certain of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. The Corporation enters into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Corporation elects not to apply hedge accounting.

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $ 1.0 billion. As the hedged transaction continues to be probable, the original unrealized loss of $ 70.6 million included in AOCI will be recognized as a reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During the nine months ended September 30, 2024, $ 21.2 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Corporation's consolidated statements of income.

In the third quarter of 2023, the Corporation transitioned certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions from LIBOR to SOFR. For the nine months ended September 30, 2024, the increase to other non-interest income to reflect market valuation movements from the transition from LIBOR to SOFR was $ 0.1 million. For the year ended December 31, 2023, the full-year reduction to other non-interest income related to the transition from LIBOR to SOFR was $ 1.9 million.

For additional information on our derivative accounting policies see Note 1 "Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the year ended December 31, 2023.

The following table presents a summary of the notional amounts and fair values of derivative financial instruments:


	September 30, 2024				December 31, 2023
	Notional Amount		Asset (Liability) Fair Value		Notional Amount		Asset (Liability) Fair Value
	(dollars in thousands)
Interest Rate Locks with Customers
Positive fair values	$	209,060	$	826	$	119,558	$	460
Negative fair values	662		( 2 )		1,015		( 2 )

Forward Commitments
Positive fair values	—		—		—		—
Negative fair values	54,250		( 419 )		42,000		( 854 )

Interest Rate Derivatives with Customers (1)
Positive fair values	1,510,681		43,692		824,659		22,656
Negative fair values	3,235,818		( 158,225 )		3,784,236		( 222,530 )

Interest Rate Derivatives with Dealer Counterparties
Positive fair values	3,235,818		89,902		3,784,236		128,235
Negative fair values	1,510,681		( 44,075 )		824,659		( 23,023 )

Interest Rate Derivatives used in Cash Flow Hedges
Positive fair values	2,500,000		2,395		2,500,000		6,189
Negative fair values	750,000		( 144 )		750,000		—
Foreign Exchange Contracts with Customers
Positive fair values	18,184		345		4,159		40
Negative fair values	11,714		( 257 )		13,353		( 446 )

Foreign Exchange Contracts with Correspondent Banks
Positive fair values	23,531		403		15,969		532
Negative fair values	7,236		( 225 )		6,112		( 31 )

(1) Fair Values are net of a valuation allowance of $366.3 thousand as of September 30, 2024 and December 31, 2023.

The following table presents the effect of cash flow hedge accounting on AOCI:


	Amount of Gain (Loss) Recognized in OCI on Derivative		Amount of Gain (Loss) Recognized in OCI Included Component		Amount of Gain (Loss) Recognized in OCI Excluded Component		Location of Gain (Loss) Recognized from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income		Amount of Gain (Loss) Reclassified from AOCI into Income Included Component		Amount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
	(dollars in thousands)

Three months ended September 30, 2024
Interest Rate Products	$	2,247	$	2,247	$	—	Interest Income	$	( 7,109 )	$	( 7,109 )	$	—
Interest Rate Products	( 10,811 )		( 10,811 )		—		Interest Expense	1,965		1,965		—
Total	$	( 8,564 )	$	( 8,564 )	$	—		$	( 5,144 )	$	( 5,144 )	$	—

Three months ended September 30, 2023
Interest Rate Products	$	4,691	$	4,691	—		Interest Income	$	( 6,248 )	$	( 6,248 )	—
Total	$	4,691	$	4,691	—			$	( 6,248 )	$	( 6,248 )	—
Nine months ended September 30, 2024
Interest Rate Products	( 3,794 )		( 3,794 )		—		Interest Income	( 21,174 )		( 21,174 )		—
Interest Rate Products	3,702		3,702		—		Interest Expense	6,015		6,015		—
Total	( 92 )		( 92 )		—			( 15,159 )		( 15,159 )		—
Nine months ended September 30, 2023
Interest Rate Products	9,975		9,975		—		Interest Income	( 20,437 )		( 20,437 )		—

During the next twelve months, the Corporation estimates that an additional $ 20.3 million of unrecognized losses will be reclassified as a decrease to net interest income.

The following table presents the effect of fair value and cash flow hedge accounting on the income statement:




	Consolidated Statements of Income Classification
	2024				2023
	Interest Income		Interest Expense		Interest Income		Interest Expense
	(dollars in thousands)
Three months ended September 30
Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded	$	( 7,109 )	$	1,965	$	( 6,248 )	$	—


Interest contracts:
Amount of (loss) gain reclassified from AOCI into income	( 7,109 )		1,965		( 6,248 )		—
Amount of (loss) gain reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring	—		—		—		—
Amount of (loss) gain reclassified from AOCI into income - included component	( 7,109 )		1,965		( 6,248 )		—
Amount of (loss) gain reclassified from AOCI into income - excluded component	—		—		—		—

Nine months ended September 30
Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded	$	( 21,174 )	$	6,015	$	( 20,437 )	$	—
Interest contracts:
Amount of (loss) gain reclassified from AOCI into income	( 21,174 )		6,015		( 20,437 )		—
Amount of (loss) gain reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring	—		—		—		—
Amount of (loss) gain reclassified from AOCI into income - included component	( 21,174 )		6,015		( 20,437 )		—
Amount of (loss) gain reclassified from AOCI into income - excluded component	—		—		—		—

The following table presents a summary of the net fair value gains (losses) on derivative financial instruments:


	Consolidated Statements of Income Classification	Three months ended September 30				Nine months ended September 30
		2024		2023		2024		2023
		(dollars in thousands)
Mortgage banking derivatives (1)	Mortgage banking income	$	( 320 )	$	134	$	801	$	1,003

Interest rate derivatives	Other income	( 138 )		( 2,958 )		149		( 2,958 )

Foreign exchange contracts	Other income	48		( 57 )		170		127

Net fair value gains (losses) on derivative financial instruments		$	( 410 )	$	( 2,881 )	$	1,120	$	( 1,828 )

(1) Includes interest rate locks with customers and forward commitments.

The following table presents a summary of mortgage loans held for sale and the impact of the fair value election on the consolidated financial statements:


	September 30, 2024		December 31, 2023
	(dollars in thousands)
Amortized cost (1)	$	17,348	$	14,792
Fair value	17,678		15,158

(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.

Losses related to changes in fair values of mortgage loans held for sale were $ 0.2 million for the three months ended September 30, 2024 compared to a nominal amount for the three months ended September 30, 2023. Losses related to changes in fair values of mortgage loans held for sale were a nominal amount for the nine months ended September 30, 2024 compared to gains of $0.1 million for the nine months ended September 30, 2023.

Balance Sheet Offsetting

The fair values of interest rate derivative agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets if they are subject to master netting arrangements or similar agreements. The Corporation has elected to net its financial assets and liabilities designated as interest rate derivatives when offsetting is permitted. The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:


	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial		Cash		Net
	Balance Sheets		Instruments (1)		Collateral (2)		Amount
	(dollars in thousands)
September 30, 2024
Interest rate derivative assets	$	135,989	$	( 24,343 )	$	—	$	111,646

Foreign exchange derivative assets with correspondent banks	403		( 403 )		—		—
Total	$	136,392	$	( 24,746 )	$	—	$	111,646

Interest rate derivative liabilities	$	202,444	$	( 26,594 )	$	( 67,888 )	$	107,962

Foreign exchange derivative liabilities with correspondent banks	225		( 403 )		—		( 178 )
Total	$	202,669	$	( 26,997 )	$	( 67,888 )	$	107,784

December 31, 2023
Interest rate derivative assets	$	157,080	$	( 15,154 )	$	—	$	141,926
Foreign exchange derivative assets with correspondent banks	532		( 532 )		—		—
Total	$	157,612	$	( 15,686 )	$	—	$	141,926

Interest rate derivative liabilities	$	245,553	$	( 21,343 )	$	( 93,841 )	$	130,369
Foreign exchange derivative liabilities with correspondent banks	31		( 532 )		—		( 501 )
Total	$	245,584	$	( 21,875 )	$	( 93,841 )	$	129,868

(1) For interest rate derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default.

For interest rate derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent cash collateral received from the counterparty or posted by the Corporation on interest rate derivative transactions and foreign exchange

contracts with financial institution counterparties. Interest rate derivatives with customers are collateralized by the same collateral securing the underlying

loans to those borrowers. Cash and securities collateral amounts are included in the table only to the extent of the net derivative fair values.

NOTE 8 – Accumulated Other Comprehensive (Loss) Income

The following table presents the components of other comprehensive income (loss):


	Before-Tax Amount		Tax Effect		Net of Tax Amount
	(dollars in thousands)
Three months ended September 30, 2024
Net unrealized gain on securities	$	88,637	$	( 20,077 )	$	68,560
Reclassification adjustment for securities net change included in net income (1)	1		—		1
Amortization of net unrealized gains on AFS securities transferred to HTM (1)	1,837		( 415 )		1,422
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges	( 8,564 )		1,940		( 6,624 )
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges	5,144		( 1,165 )		3,979
Amortization of net unrecognized pension and postretirement items (2)	( 135 )		29		( 106 )
Total Other Comprehensive Income	$	86,920	$	( 19,688 )	$	67,232

Three months ended September 30, 2023
Net unrealized losses on securities	$	( 135,811 )	$	30,761	$	( 105,050 )
Reclassification adjustment for securities net change included in net income (3)	—		—		—
Amortization of net unrealized gains on AFS securities transferred to HTM (1)	1,932		( 438 )		1,494
Net unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges	4,691		( 1,040 )		3,651
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges	6,248		172		6,420
Amortization of net unrecognized pension and postretirement items (2)	18		( 3 )		15
Total Other Comprehensive Loss	$	( 122,922 )	$	29,452	$	( 93,470 )

Nine months ended September 30, 2024
Unrealized gain on securities	$	48,735	$	( 11,039 )	$	37,696
Reclassification adjustment for securities net change included in net income (3)	20,283		( 4,594 )		15,689
Amortization of net unrealized gains on AFS securities transferred to HTM (1)	5,445		( 1,233 )		4,212
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges	( 92 )		21		( 71 )
Reclassification adjustment for net change realized in net income on interest rate swaps used in cash flow hedges	15,158		( 3,389 )		11,769
Amortization of net unrecognized pension and postretirement item (2)	( 406 )		89		( 317 )
Total Other Comprehensive Income	$	89,123	$	( 20,145 )	$	68,978

Nine months ended September 30, 2023
Unrealized losses on securities	$	( 133,973 )	$	30,345	$	( 103,628 )
Reclassification adjustment for securities net change included in net income (3)	19		( 5 )		14
Amortization of net unrealized gains on AFS securities transferred to HTM (1)	5,783		( 1,310 )		4,473
Net unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges	9,975		( 18,730 )		( 8,755 )
Reclassification adjustment for change realized in net income on interest rate swaps used in cash flow hedges	20,437		136		20,573
Amortization of net unrecognized pension and postretirement items (2)	55		( 12 )		43
Total Other Comprehensive Income	$	( 97,704 )	$	10,424	$	( 87,280 )

(1) Amounts reclassified out of AOCI. Before-tax amounts included as a reduction to "Interest Income" on the Consolidated Statements of Income.

(2) Amounts reclassified out of AOCI. Before-tax amounts included in "Salaries and employee benefits" on the Consolidated Statements of Income. See "Note

12 - Employee Benefit Plans," for additional details.

(3) Amounts reclassified out of AOCI. Before-tax amounts included in "Investment securities gains, net" on the Consolidated Statements of Income. See "Note 4

- Investment Securities," for additional details.

The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax:


	Unrealized Gains (Losses) on Investment Securities		Net Unrealized Gain (Loss) on Interest Rate Derivatives used in Cash Flow Hedges		Unrecognized Pension and Postretirement Plan Income (Costs)		Total
	(dollars in thousands)
Three months ended September 30, 2024
Balance at June 30, 2024	$	( 287,248 )	$	( 20,440 )	$	( 2,846 )	$	( 310,534 )
OCI before reclassifications	68,560		( 6,624 )		—		61,936
Amounts reclassified from AOCI	1		3,979		( 106 )		3,874
Amortization of net unrealized gains on AFS securities transferred to HTM	1,422		—		—		1,422

Balance at September 30, 2024	$	( 217,265 )	$	( 23,085 )	$	( 2,952 )	$	( 243,302 )

Three months ended September 30, 2023
Balance at June 30, 2023	$	( 311,816 )	$	( 60,029 )	$	( 7,441 )	$	( 379,286 )
OCI before reclassifications	( 105,050 )		3,651		—		( 101,399 )
Amounts reclassified from AOCI	—		6,420		15		6,435
Amortization of net unrealized losses on AFS securities transferred to HTM	1,494		—		—		1,494

Balance at September 30, 2023	$	( 415,372 )	$	( 49,958 )	$	( 7,426 )	$	( 472,756 )

Nine months ended September 30, 2024
Balance at December 31, 2023	$	( 274,862 )	$	( 34,783 )	$	( 2,635 )	$	( 312,280 )
OCI before reclassifications	37,696		( 71 )		—		37,625
Amounts reclassified from AOCI	15,689		11,769		( 317 )		27,141
Amortization of net unrealized gains on AFS securities transferred to HTM	4,212		—		—		4,212

Balance at September 30, 2024	$	( 217,265 )	$	( 23,085 )	$	( 2,952 )	$	( 243,302 )

Nine months ended September 30, 2023
Balance at December 31, 2022	$	( 316,231 )	$	( 61,776 )	$	( 7,469 )	$	( 385,476 )
OCI before reclassifications	( 103,628 )		( 8,755 )		—		( 112,383 )
Amounts reclassified from AOCI	14		20,573		43		20,630
Amortization of net unrealized losses on AFS securities transferred to HTM	4,473		—		—		4,473

Balance at September 30, 2023	$	( 415,372 )	$	( 49,958 )	$	( 7,426 )	$	( 472,756 )

NOTE 9 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):

• Level 1 – Inputs that represent quoted prices for identical instruments in active markets.

• Level 2 – Inputs that represent quoted prices for similar instruments in active markets or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.

• Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

All assets and liabilities measured at fair value on both a recurring and nonrecurring basis have been categorized into the above three levels. The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:


	September 30, 2024
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Loans held for sale	$	—	$	17,678	$	—	$	17,678
Available for sale investment securities:


State and municipal securities	—		851,333		—		851,333
Corporate debt securities	—		296,580		—		296,580
Collateralized mortgage obligations	—		749,468		—		749,468
Residential mortgage-backed securities	—		895,635		—		895,635
Commercial mortgage-backed securities	—		520,280		—		520,280
Total available for sale investment securities	—		3,313,296		—		3,313,296
Other assets:
Investments held in Rabbi Trust	35,077		—		—		35,077
Derivative assets	748		136,815		—		137,563
Total assets	$	35,825	$	3,467,789	$	—	$	3,503,614
Other liabilities:
Deferred compensation liabilities	$	35,077	$	—	$	—	$	35,077
Derivative liabilities	482		202,865		—		203,347
Total liabilities	$	35,559	$	202,865	$	—	$	238,424


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Loans held for sale	$	—	$	15,158	$	—	$	15,158
Available for sale investment securities:

U.S. Government securities	42,161		—		—		42,161
U.S. Government sponsored agency securities	—		1,010		—		1,010
State and municipal securities	—		1,072,013		—		1,072,013
Corporate debt securities	—		440,551		—		440,551
Collateralized mortgage obligations	—		111,434		—		111,434
Residential mortgage-backed securities	—		196,795		—		196,795
Commercial mortgage-backed securities	—		534,388		—		534,388

Total available for sale investment securities	42,161		2,356,191		—		2,398,352
Other assets:
Investments held in Rabbi Trust	29,819		—		—		29,819
Derivative assets	572		157,540		—		158,112
Total assets	$	72,552	$	2,528,889	$	—	$	2,601,441
Other liabilities:
Deferred compensation liabilities	$	29,819	$	—	$	—	$	29,819
Derivative liabilities	477		246,157		—		246,634
Total liabilities	$	30,296	$	246,157	$	—	$	276,453

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of September 30, 2024 and December 31, 2023 were measured at the price that secondary market investors were offering for loans with similar characteristics.

Available for sale investment securities – Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used or some of the standard market inputs may not be applicable.

• U.S. Government securities – These securities are classified as Level 1. Fair values are based on quoted prices with active markets.

• U.S. Government-sponsored agency securities, State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed securities – These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.

• Corporate debt securities – These securities are classified as Level 2. This category consists of subordinated debt and senior debt issued by financial institutions ($ 289.4 million at September 30, 2024 and $ 433.4 million at December 31, 2023) and other corporate debt issued by non-financial institutions ($ 7.2 million at September 30, 2024 and December 31, 2023). The fair values for these corporate debt securities are determined by a third-party pricing service as detailed above.

Investments held in Rabbi Trust – This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.

Derivative assets – Fair value of foreign currency exchange contracts are classified as Level 1 assets ($ 0.7 million and $ 0.6 million at September 30, 2024 and December 31, 2023, respectively). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($ 0.8 million at September 30, 2024 and $ 0.5 million at December 31, 2023) and the fair value of interest rate derivatives ($ 136.0 million at September 30, 2024 and $ 157.1 million at December 31, 2023). The fair values of the interest rate locks, forward commitments and interest rate derivatives represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 7 - Derivative Financial Instruments," for additional information.

Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.

Derivative liabilities – Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($ 0.5 million at September 30, 2024 and December 31, 2023).

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($ 0.4 million at September 30, 2024 and $ 0.9 million at December 31, 2023) and the fair value of interest rate derivatives ($ 202.4 million at September 30, 2024 and $ 245.6 million at December 31, 2023).

The fair values of these liabilities are determined in the same manner as the related assets as described under the heading "Derivative assets" above.

Certain financial instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents Level 3 financial assets measured at fair value on a nonrecurring basis:


	September 30, 2024		December 31, 2023
	(dollars in thousands)
Loans, net	$	150,529	$	102,135
OREO	2,844		896
MSRs (1)	48,971		49,696
Total assets	$	202,344	$	152,727

(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at the lower of amortized cost or fair value.

See "Note 6 - Mortgage Servicing Rights" for additional information.

The valuation techniques used to measure fair value for the items in the table above are as follows:

• Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 5 - Loans and Allowance for Credit Losses," for additional details.

• OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.

• MSRs – This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the September 30, 2024 valuation were 7.8 % and 9.5 %, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 6 - Mortgage Servicing Rights," for additional information.

The following tables detail the book values and the estimated fair values of the Corporation's financial instruments:


	September 30, 2024
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	1,440,680	$	1,440,680	$	—	$	—	$	1,440,680
FRB and FHLB stock	143,212		—		143,212		—		143,212

Loans held for sale	17,678		—		17,678		—		17,678
AFS securities	3,313,296		—		3,313,296		—		3,313,296
HTM securities	1,231,982		—		1,064,304		—		1,064,304
Loans, net	23,800,114		—		—		22,681,492		22,681,492
Accrued interest receivable	115,903		115,903		—		—		115,903
Other assets	705,318		537,530		136,815		51,815		726,160
FINANCIAL LIABILITIES
Demand and savings deposits	$	21,021,766	$	21,021,766	$	—	$	—	$	21,021,766
Brokered deposits	843,473		137,879		705,871		—		843,750
Time deposits	4,286,905		—		4,298,383		—		4,298,383
Accrued interest payable	36,723		36,723		—		—		36,723

Federal Home Loan Bank advances	950,000		941,539		—		—		941,539
Senior debt and subordinated debt	535,917		—		435,761		—		435,761
Other borrowings	566,310		565,285		1,011		—		566,296
Other liabilities	394,068		177,160		202,865		14,188		394,213


	December 31, 2023
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	549,710	$	549,710	$	—	$	—	$	549,710
FRB and FHLB stock	124,405		—		124,405		—		124,405
Loans held for sale	15,158		—		15,158		—		15,158
AFS securities	2,398,352		42,161		2,356,191		—		2,398,352
HTM securities	1,267,922		—		1,072,207		—		1,072,207
Loans, net	21,057,690		—		—		19,930,560		19,930,560
Accrued interest receivable	107,972		107,972		—		—		107,972
Other assets	661,067		452,935		157,540		50,592		661,067
FINANCIAL LIABILITIES
Demand and savings deposits	$	17,653,690	$	17,653,690	$	—	$	—	$	17,653,690
Brokered deposits	1,144,692		145,987		999,392		—		1,145,379
Time deposits	2,739,241		—		2,714,709		—		2,714,709
Accrued interest payable	35,083		35,083		—		—		35,083
Federal funds purchased	240,000		240,000		—		—		240,000
Federal Home Loan Bank advances	1,100,000		1,094,013		—		—		1,094,013
Senior debt and subordinated debt	535,384		—		463,270		—		463,270
Other borrowings	612,142		611,269		837		—		612,106
Other liabilities	429,046		165,635		246,157		17,254		429,046

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation's consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:


Assets						Liabilities
Cash and cash equivalents						Demand and savings deposits
Accrued interest receivable						Other borrowings
						Accrued interest payable

FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets, which is a reasonable estimate of fair value.

As of September 30, 2024, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consist of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of these deposits is determined in a manner consistent with the respective type of deposits discussed above.

NOTE 10 – Net Income Per Share

Basic net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.

Diluted net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation's common stock equivalents consist of outstanding stock options, restricted stock, RSUs, and PSUs. PSUs are required to be included in weighted average diluted shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic and diluted net income per share follows (in thousands, except per share data):


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
Weighted average shares outstanding (basic)	181,905		164,566		173,337		165,667
Impact of common stock equivalents	1,704		1,457		1,696		1,514
Weighted average shares outstanding (diluted)	183,609		166,023		175,033		167,181
Per share:
Basic	$	0.33	$	0.42	$	1.23	$	1.28
Diluted	0.33		0.42		1.21		1.27

NOTE 11 – Stock-Based Compensation

The Corporation grants equity awards to employees in the form of restricted stock, RSUs or PSUs under its Employee Equity Plan. In addition, employees may purchase stock under the Corporation's Employee Stock Purchase Plan. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards.

The Corporation also grants equity awards to non-employee members of its Board of Directors and the Bank's Board of Directors under the Directors' Plan. Under the Directors' Plan, the Corporation can grant equity awards to non-employee Corporation and Bank directors in the form of restricted stock, RSUs or common stock. Recent grants of equity awards under the Directors' Plan have been limited to RSUs.

As of September 30, 2024, the Employee Equity Plan had approximately 3.8 million shares reserved for future grants through 2032, and the Directors' Plan had approximately 328,000 shares reserved for future grants through 2033.

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Compensation expense	$	3,507	$	3,048	$	6,932	$	7,288
Tax benefit	( 804 )		( 673 )		( 1,568 )		( 1,600 )
Total stock-based compensation, net of tax	$	2,703	$	2,375	$	5,364	$	5,688

NOTE 12 – Employee Benefit Plans

The net periodic pension cost for the Pension Plan consisted of the following components:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)

Interest cost	$	790	$	856	$	2,369	$	2,567
Expected return on plan assets	( 976 )		( 878 )		( 2,927 )		( 2,632 )
Net amortization and deferral	—		81		—		242
Net periodic pension cost	$	( 186 )	$	59	$	( 558 )	$	177

The components of the net benefit for the Postretirement Plan consisted of the following components:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Interest cost	$	10	$	12	$	29	$	38

Net accretion and deferral	( 135 )		( 137 )		( 406 )		( 409 )
Net periodic benefit	$	( 125 )	$	( 125 )	$	( 377 )	$	( 371 )

In connection with the Merger, the Corporation assumed the obligations of Prudential Bancorp under a multiemployer defined benefit pension plan that had previously been closed to new Prudential Bancorp participants.

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the consolidated balance sheets and recognizes the change in that funded status through OCI.

NOTE 13 – LEASES

The Corporation has operating leases for certain financial centers, corporate offices and land.

On May 10, 2024, the Bank and Fulton Financial Realty Company, a wholly owned subsidiary of the Corporation, entered into a sale-leaseback agreement for 40 financial center office locations for an aggregate cash purchase price of $ 55.4 million. The Bank entered into a lease for 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. During the initial 12 months of the lease terms, the aggregate base rental amount for the properties will be approximately $ 4.4 million. During the initial lease terms, the base rental amount will increase annually at a rate of 2.25 %. 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. The properties are located in Pennsylvania, New Jersey, Delaware and Maryland.

T he following table presents the components of lease expense, which is included in net occupancy expense on the consolidated statements of income:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Operating lease expense	$	8,822	$	4,755	$	21,519	$	14,347
Variable lease expense	826		887		2,306		2,444
Sublease income	( 300 )		( 289 )		( 883 )		( 829 )
Total lease expense	$	9,348	$	5,353	$	22,942	$	15,962

Supplemental consolidated balance sheet information related to leases was as follows:


Operating Leases	Balance Sheet Classification	September 30, 2024			December 31, 2023
		(dollars in thousands)
ROU assets	Other assets	$	135,747		$	88,188
Lease liabilities	Other liabilities	$	145,349		$	95,230
Weighted average remaining lease term		9.21 years			6.5 years
Weighted average discount rate		5.34		%	3.34		%

The discount rate used in determining the lease liability for each individual lease is the Bank's incremental borrowing rate which corresponds with the remaining lease term.

Supplemental cash flow information related to operating leases was as follows:


	Three months ended September 30				Nine months ended September 30
	2024		2023		2024		2023
	(dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	6,153	$	6,354	$	17,425	$	16,124
ROU assets obtained in exchange for lease obligations	11,891		10,447		64,884		19,465

Lease payment obligations for each of the next five years and thereafter, with a reconciliation to the Corporation's lease liabilities were as follows as of September 30, 2024 (dollars in thousands):


Year	Operating Leases
Remaining in 2024	$	6,845
2025	25,113
2026	23,833
2027	21,568
2028	18,344
Thereafter	95,341
Total lease payments	191,044
Less: imputed interest	( 45,695 )
Present value of lease liabilities	$	145,349

As of September 30, 2024, the Corporation had not entered into any significant leases that have not yet commenced.

NOTE 14 – Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its borrowers or obligors.

Commitments to extend credit are agreements to lend to a borrower or obligor as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower or obligor. Since a portion of the commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each borrower's or obligor's creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon an extension of credit is based on management's credit evaluation of the borrower or obligor. Collateral held varies but may include accounts receivable, inventory, property, equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a borrower or obligor to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for borrowers or obligors. The credit risk involved in issuing letters of credit is similar to that involved in extending loan facilities. These obligations are underwritten consistent with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The following table presents the Corporation's commitments to extend credit and letters of credit:


	September 30, 2024		December 31, 2023
	(dollars in thousands)
Commitments to extend credit	$	9,050,111	$	8,790,511
Standby letters of credit	265,042		264,440
Commercial letters of credit	54,661		67,396

Residential Lending

The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The Corporation may be required to repurchase specific loans or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure beyond customary representations and warranties, based on the specific terms of those agreements.

The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of September 30, 2024 and December 31, 2023, the total reserve for losses on residential mortgage loans sold was $ 1.3 million and $ 1.8 million, respectively, including reserves for both representation and warranty and credit loss exposures. In addition, a component of ACL - OBS credit exposures of $ 1.2 million and $ 2.7 million, as of September 30, 2024 and December 31, 2023, respectively, related to additional credit exposures for potential loan repurchases.

Legal Proceedings

The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.

In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation's practice is to cooperate fully with regulatory and governmental inquiries and investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation's results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation's business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation's results of operations in any future period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion relates to the Corporation, a financial holding company registered under the BHCA and corporation incorporated under the laws of the Commonwealth of Pennsylvania, and its wholly owned subsidiaries. This Management's Discussion should be read in conjunction with the consolidated financial statements and other financial information presented in this Quarterly Report on Form 10-Q.

OVERVIEW

The Corporation is a financial holding company, which, through its wholly owned banking subsidiary, provides a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia.

The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the NIM, which is FTE net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.

The following table presents a summary of the Corporation's earnings and selected performance ratios:


	Three months ended September 30						Nine months ended September 30
	2024			2023			2024			2023
	(dollars in thousands, except per share data)
Net income	$	63,206		$	72,097		$	220,122		$	220,017
Net income available to common shareholders	60,644			69,535			212,436			212,331
Net income available to common shareholders (diluted)	0.33			0.42			1.21			1.27
Operating net income available to common shareholders per share (1)	0.50			0.43			1.37			1.29
Return on average assets, annualized	0.79		%	1.04		%	0.98		%	1.08		%
Operating return on average assets, annualized (1)	1.17		%	1.08		%	1.10		%	1.10		%
Return on average common shareholders' equity, annualized	8.13		%	11.25		%	10.25		%	11.62		%

Operating return on average common shareholders' equity (tangible), annualized (1)	15.65		%	15.17		%	14.90		%	15.39		%
Net interest margin (2)	3.49		%	3.40		%	3.42		%	3.44		%
Efficiency ratio (1)	59.6		%	61.5		%	61.7		%	60.0		%
Non-performing assets to total assets	0.64		%	0.52		%	0.64		%	0.52		%
Net charge-offs (recoveries) to average loans	0.18		%	0.10		%	0.18		%	0.13		%

(1) Ratio represents a financial measure derived by methods other than GAAP. See reconciliation of this non-GAAP financial measure to the most directly

comparable GAAP measure under the "Supplemental Reporting of Non-GAAP Based Financial Measures" section of Management's Discussion.

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

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

On the Acquisition Date, Fulton Bank acquired substantially all of the assets and assumed substantially all of the deposits and certain liabilities of Republic First Bank from the FDIC, as receiver for Republic First Bank. As part of the Republic First Transaction, the Bank acquired approximately $4.8 billion of assets of Republic First Bank and assumed approximately $5.6 billion of liabilities of Republic First Bank. The Bank received approximately $0.8 billion of cash from the FDIC in connection with the Republic First Transaction.

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

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

On July 18, 2024, the Corporation announced a plan to close 13 of the Bank's financial center offices and consolidate the operations of those offices into nearby financial center offices operated by the Bank. The plan was adopted as part of the Bank's integration of the assets acquired and the deposits and certain other liabilities assumed in the Republic First Transaction. The premises and equipment of the 13 locations include 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 three and nine months ended September 30, 2024, consisting of write-offs of premises and equipment and related expenses, and lease termination charges. The financial centers are expected to close on or about November 22, 2024.

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 previously announced underwritten public offering of 19,166,667 shares of its common stock at a price to the public of $15.00 per share, before underwriting discounts. The net proceeds to the Corporation from the offering after deducting underwriting discounts and transaction expenses were approximately $272.6 million.

The Corporation intends to use the net proceeds of the offering for general corporate purposes, including to support new opportunities in connection with the Republic First Transaction.

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 13 - Leases" in the Notes to Consolidated Financial Statements in "Item 1. Financial Statements."

Securities Restructuring

In May 2024, the Corporation sold approximately $345.7 million AFS securities and recorded a pre-tax loss of $20.3 million during the second quarter of 2024. The proceeds from the sale were reinvested into higher-yielding securities of a similar type and similar duration.

Financial Highlights

Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $60.6 million for the three months ended September 30, 2024, an $8.9 million decrease compared to $69.5 million for the same period in 2023. Net income available to common shareholders per diluted share was $0.33 for the three months ended September 30, 2024, a $0.09 decrease compared to the same period in 2023. Net income available to common shareholders was $212.4 million for the nine months ended September 30, 2024, a $0.1 million increase compared to $212.3 million for the same period in 2023. Net income available to common shareholders per diluted share was $1.21 for the nine months ended September 30, 2024, a $0.06 decrease compared to the same period in 2023.

Nine Months Ended September 30, 2024 Results were Impacted by the Following Items:

• Preliminary gain on acquisition of $39.7 million (net of tax).

• CDI of $92.6 million in connection with the Republic First Transaction resulting in intangible amortization expense of $9.9 million.

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

• Acquisition-related expenses of $28.0 million.

• FultonFirst implementation and asset disposal costs of $22.1 million.

Critical Accounting Policies

The Corporation's accounting policies are fundamental to understanding Management’s Discussion. Critical 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 Corporation's critical accounting policies are described in Part II, "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, that has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure follow:


	Three months ended September 30						Nine months ended September 30
	2024			2023			2024			2023
	(dollars in thousands, except per share data and share data)
Operating net income available to common shareholders
Net income available to common shareholders	$	60,644		$	69,535		$	212,436		$	212,331
Less: Non-PCD Loans credit-related interest income from acquisition	(815)			—			(1,386)			—
Less: Interest rate derivative transition valuation (1)	138			2,958			(149)			2,958
Less: Gain on acquisition, net of tax	7,706			—			(39,685)			—
Plus: Loss on securities restructuring	—			—			20,282			—
Plus: Core deposit intangible amortization	6,155			441			11,152			1,867
Plus: Acquisition-related expense	14,195			—			27,998			—
Plus: CECL Day 1 Provision	—			—			23,444			—
Plus: FDIC special assessment	(16)			—			940			—
Less: Gain on Sale-Leaseback Transaction	—			—			(20,266)			—
Plus: FultonFirst implementation and asset disposals	9,385			—			22,065			—
Less: Tax impact of adjustments	(6,099)			(714)			(17,657)			(1,013)
Operating net income available to common shareholders (numerator)	$	91,293		$	72,220		$	239,174		$	216,143

Weighted average shares (diluted) (denominator)	183,609			166,023			175,033			167,181

Operating net income available to common shareholders, per share (diluted)	$	0.50		$	0.43		$	1.37		$	1.29

Operating return on average assets (2)
Net income	$	63,206		$	72,097		$	220,122		$	220,017
Less: Non-PCD Loans credit-related interest income from acquisition	(815)			—			(1,386)			—
Less: Interest rate derivative transition valuation (1)	138			2,958			(149)			2,958
Less: Gain on acquisition, net of tax	7,706			—			(39,685)			—
Plus: Loss on securities restructuring	—			—			20,282			—
Plus: Core deposit intangible amortization	6,155			441			11,152			1,867
Plus: Acquisition-related expense	14,195			—			27,998			—
Plus: CECL Day 1 Provision	—			—			23,444			—
Plus: FDIC special assessment	(16)			—			940			—
Less: Gain on Sale-Leaseback Transaction	—			—			(20,266)			—
Plus: FultonFirst implementation and asset disposals	9,385			—			22,065			—
Less: Tax impact of adjustments	(6,099)			(714)			(17,657)			(1,013)
Operating net income (numerator)	$	93,855		$	74,782		$	246,860		$	223,829

Total average assets	31,895,235			27,377,836			30,117,693			27,173,100
Less: Average net core deposit intangible	(89,350)			(5,548)			(61,362)			(6,296)
Total operating average assets (denominator)	$	31,805,885		$	27,372,288		$	30,056,331		$	27,166,804

Operating return on average assets	1.17		%	1.08		%	1.10		%	1.10		%


	Three months ended September 30						Nine months ended September 30
	2024			2023			2024			2023
Operating return on average common shareholders' equity (tangible) (2)
Net income available to common shareholders	$	60,644		$	69,535		$	212,436		$	212,331
Less: Non-PCD Loans credit-related interest income from acquisition	(815)			—			(1,386)			—
Less: Interest rate derivative transition valuation (1)	138			2,958			(149)			2,958
Less: Gain on acquisition, net of tax	7,706			—			(39,685)			—
Plus: Loss on securities restructuring	—			—			20,282			—
Plus: Intangible amortization	6,287			601			11,548			2,347
Plus: Acquisition-related expense	14,195			—			27,998			—
Plus: CECL Day 1 Provision	—			—			23,444			—
Plus: FDIC special assessment	(16)			—			940			—
Less: Gain on Sale-Leaseback Transaction	—			—			(20,266)			—
Plus: FultonFirst implementation and asset disposals	9,385			—			22,065			—
Less: Tax impact of adjustments	(6,127)			(747)			(17,740)			(1,114)
Adjusted net income available to common shareholders (numerator)	$	91,397		$	72,347		$	239,487		$	216,522

Average shareholders' equity	3,160,322			2,645,977			2,960,710			2,635,705
Less: Average preferred stock	(192,878)			(192,878)			(192,878)			(192,878)
Less: Average goodwill and intangible assets	(644,814)			(561,578)			(621,194)			(562,155)
Average tangible common shareholders' equity (denominator)	$	2,322,630		$	1,891,521		$	2,146,638		$	1,880,672
Operating return on average common shareholders' equity (tangible)	15.65		%	15.17		%	14.90		%	15.39		%

Efficiency ratio
Non-interest expense	$	226,089		$	171,020		$	603,176		$	498,656

Less: Acquisition-related expense	(14,195)			—			(27,998)			—
Less: Intangible amortization	(6,287)			(601)			(11,548)			(2,347)
Less: FDIC special assessment	16			—			(940)			—
Plus: Gain on Sale-Leaseback Transaction	—			—			20,266			—
Less: FultonFirst implementation and asset disposals	(9,385)			—			(22,065)			—

Operating non-interest expense (numerator)	$	196,238		$	170,419		$	560,891		$	496,309

Net interest income	$	258,009		$	213,842		$	706,666		$	642,281
Tax equivalent adjustment	4,424			4,442			13,572			13,261
Plus: Total non-interest income	59,673			55,961			209,806			168,300
Less: Interest rate derivative transition valuation (1)	138			2,958			(149)			2,958
Less: Non-PCD Loans credit-related interest income from acquisition	(815)			—			(1,386)			—
Less: Gain on acquisition, net of tax	7,706			—			(39,685)			—
Plus: Investment securities losses (gains), net	1			—			20,283			(19)
Total revenue (denominator)	$	329,136		$	277,203		$	909,107		$	826,781
Efficiency ratio	59.6		%	61.5		%	61.7		%	60.0		%
(1) Resulting from the reference rate transition from LIBOR to SOFR in the Corporation's commercial customer interest rate swap program.
(2) Results are annualized.

RESULTS OF OPERATIONS

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

Net Interest Income

FTE net interest income was $262.4 million for the three months ended September 30, 2024, an increase of $44.1 million, compared to $218.3 million for the same period in 2023. For the three months ended September 30, 2024, NIM increased to 3.49%, or 9 bps, compared to the same period in 2023. The Corporation manages the risk associated with changes in interest rates through the techniques described within Part 1, "Item 3, Quantitative and Qualitative Disclosures About Market Risk" in this Quarterly Report on Form 10-Q. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.


	Three months ended September 30
	2024						2023
	Average Balance		Interest (1)		Yield/ Rate		Average Balance		Interest (1)		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net loans (2)	$	24,147,801	$	376,160	6.20	%	$	21,121,277	$	304,167	5.72	%
Investment securities (3)	4,526,885		37,853		3.34		4,197,550		27,274		2.59
Other interest-earning assets	1,338,592		18,068		5.37		263,244		3,372		5.11
Total interest-earning assets	30,013,278		432,081		5.74		25,582,071		334,813		5.20
Noninterest-earning assets:
Cash and due from banks	306,427						306,496
Premises and equipment	181,285						217,447
Other assets	1,772,052						1,562,233
Less: ACL - loans (4)	(377,807)						(290,411)
Total Assets	$	31,895,235					$	27,377,836
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	7,668,583	$	38,768	2.01	%	$	5,740,229	$	18,690	1.29	%
Savings and money market deposits	7,663,599		49,477		2.57		6,676,792		34,277		2.04
Brokered deposits	842,661		11,344		5.36		937,657		12,250		5.18
Time deposits	4,107,466		45,735		4.43		2,330,206		18,939		3.22
Total interest-bearing deposits	20,282,309		145,324		2.85		15,684,884		84,156		2.13
Borrowings and other interest-bearing liabilities	2,229,348		24,324		4.34		2,691,087		32,373		4.74
Total interest-bearing liabilities	22,511,657		169,648		3.00		18,375,971		116,529		2.51
Noninterest-bearing liabilities:
Demand deposits	5,495,950						5,672,411
Other liabilities	727,306						683,477
Total Liabilities	28,734,913						24,731,859


Shareholders’ equity	3,160,322						2,645,977
Total Liabilities and Shareholders’ Equity	$	31,895,235					$	27,377,836
Net interest income/net interest margin (FTE)			262,433		3.49	%			218,284		3.40	%
Tax equivalent adjustment			(4,424)						(4,442)
Net interest income			$	258,009					$	213,842

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

(2) Average balance includes non-performing loans.

(3) Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.

(4) 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.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the three months ended September 30, 2024 in comparison to the same period in 2023:


	2024 vs. 2023 Increase (Decrease) due to change in
	Volume		Yield/Rate		Net
	(dollars in thousands)
FTE Interest income on:
Net loans (1)	$	45,403	$	26,590	$	71,993
Investment securities	2,255		8,324		10,579
Other interest-earning assets	14,515		181		14,696
Total interest income	$	62,173	$	35,095	$	97,268
Interest expense on:
Demand deposits	$	7,544	$	12,534	$	20,078
Savings and money market deposits	5,512		9,688		15,200
Brokered deposits	(1,306)		400		(906)
Time deposits	17,951		8,845		26,796
Borrowings and other interest-bearing liabilities	(5,395)		(2,654)		(8,049)
Total interest expense	$	24,306	$	28,813	$	53,119

(1) Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the third quarter of 2023, FTE total interest income for the third quarter of 2024 increased $97.3 million, or 29.1%, primarily due to an increase of $62.2 million attributable to changes in volume, of which $45.4 million related to average net loans. Also contributing to the increase in FTE total interest income was $35.1 million attributable to changes in yield, of which $26.6 million related to net loans. The yield on average interest-earning assets increased 54 bps in the third quarter of 2024 compared to the same period in 2023. Overall, the increase in FTE interest income was largely due to net loans acquired and cash received in the Republic First Transaction.

In the third quarter of 2024, interest expe nse increa sed $53.1 million comp ar ed to the third quarter of 2023, primarily driven by an increase in the rate on interest-bearing liabilities resulting in a $28.8 million increase in interest expense. The increase in interest expense attributable to rate was driven by increases in the rates on demand deposits, savings and money market deposits and time deposits. The increase in interest expense attributable to volume was primarily due to increases in average time deposits. The increase in interest expense on deposits was in part due to deposits assumed in the Republic First Transaction.

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


	Three months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	9,318,273	6.59	%	$	7,912,801	6.14	%	$	1,405,472	17.8	%
Commercial and industrial	4,998,051		6.97		4,611,376		6.45		386,675		8.4
Real estate – residential mortgage	6,268,922		4.38		5,209,105		3.84		1,059,817		20.3
Real estate – home equity	1,122,313		7.48		1,045,806		7.21		76,507		7.3
Real estate – construction	1,437,907		7.88		1,254,577		7.00		183,330		14.6
Consumer	682,602		6.68		761,273		6.22		(78,671)		(10.3)
Leases and other loans (1)	319,733		5.76		326,339		4.78		(6,606)		(2.0)
Total loans	$	24,147,801	6.20	%	$	21,121,277	5.72	%	$	3,026,524	14.3	%

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

During the third quarter of 2024, average net loans increased $3.0 billion, or 14.3%, c ompared to the same period in 2023. The increase in average net loans was primarily due to $2.5 billion of average net loans acquired in the Republic First Transaction. Excluding the Republic First Transaction, average net loans increased $514.4 million largely due to increases of $371.1 million and $321.0 million in average commercial mortgage loans and average residential mortgage loans, respectively, partially offset by a decrease of $111.0 million in average commercial and industrial loans.

The yield on total loans increased 48 bps to 6.20% for the third quarter of 2024, compared to 5.72% for the same period in 2023, primarily due to net loans acquired in the Republic First Transaction being accounted for at current market interest rates.

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


	Three months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	5,495,950	—	%	$	5,672,411	—	%	$	(176,461)	(3.1)	%
Interest-bearing demand	7,668,583		2.01		5,740,229		1.29		1,928,354		33.6
Savings and money market deposits	7,663,599		2.57		6,676,792		2.04		986,807		14.8
Total demand deposits and savings and money market deposits	20,828,132		1.69		18,089,432		1.16		2,738,700		15.1
Brokered deposits	842,661		5.36		937,657		5.18		(94,996)		(10.1)
Time deposits	4,107,466		4.43		2,330,206		3.22		1,777,260		76.3
Total deposits	$	25,778,259	2.24	%	$	21,357,295	1.56	%	$	4,420,964	20.7	%

The cost of deposits increased 68 bps, to 2.24%, for the third quarter of 2024 compared to 1.56% for the same period in 2023, primarily due to an increase in rates and a change in the mix of deposits.

Average deposits increased $4.4 billion during the third quarter of 2024 compared to the same period in 2023, primarily due to $3.8 billion of average deposits assumed in the Republic First Transaction. Excluding the Republic First Transaction, average deposits increased $632.2 million largely due to increases of $1.1 billion, $377.0 million, $127.5 million in average time deposits, average savings and money market deposits, and average interest-bearing demand deposits, respectively, partially offset by decreases of $868.3 million and $128.0 million in average noninterest-bearing demand deposits and average brokered deposits, respectively.

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


	Three months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Federal funds purchased	$	—	—	%	$	634,163	5.52	%	$	(634,163)	N/M
Federal Home Loan Bank advances	754,130		4.56		793,098		5.11		(38,968)		(4.9)
Senior debt and subordinated debt	535,831		3.96		540,086		3.96		(4,255)		(0.8)
Other borrowings and interest-bearing liabilities (1)	939,387		4.05		723,740		4.25		215,647		29.8
Total borrowings and other interest-bearing liabilities	$	2,229,348	4.34	%	$	2,691,087	4.74	%	$	(461,739)	(17.2)	%

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

Average borrowings and other interest-bearing liabilities decreased $461.7 million in the third quarter of 2024 compared to the same period in 2023. The decrease in average borrowings and other interest-bearing liabilities was primarily due to decreases in average Federal funds purchased and average FHLB advances of $634.2 million and $39.0 million, respectively, partially offset by an increase in average other borrowings and interest-bearing liabilities of $215.6 million.

Provision for Credit Losses

The provision for credit losses was $11.9 million for the three months ended September 30, 2024, a $2.0 million increase compared to $9.9 million in the same period in 2023.

Non-Interest Income

The following table presents the components of non-interest income:


	Three months ended September 30				Increase (Decrease)
	2024		2023		$		%
	(dollars in thousands)
Wealth management	$	21,596	$	19,413	$	2,183	11.2	%
Commercial banking:
Merchant and card	7,496		7,626		(130)		(1.7)
Cash management	7,201		5,960		1,241		20.8
Capital markets	3,311		2,960		351		11.9
Other commercial banking	4,281		3,176		1,105		34.8
Total commercial banking	22,289		19,722		2,567		13.0
Consumer banking:
Card	7,917		6,770		1,147		16.9
Overdraft	3,957		2,996		961		32.1
Other consumer banking	3,054		2,407		647		26.9
Total consumer banking	14,928		12,173		2,755		22.6
Mortgage banking	3,142		3,190		(48)		(1.5)
Other	5,425		1,463		3,962		270.8
Subtotal	67,380		55,961		11,419		20.4
Gain on acquisition, net of tax	(7,706)		—		(7,706)		N/M
Investment securities losses, net	(1)		—		(1)		N/M
Total Non-Interest Income	$	59,673	$	55,961	$	3,712	6.6	%

Compared to the three months ended September 30, 2023, non-interest income before gain on acquisition, net of tax, and investment securities (losses) increased $11.4 million, or 20.4%. The increase in non-interest income was primarily due to a $3.0 million reduction to other non-interest income to reflect market valuation movement in certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions resulting from the transition from LIBOR to SOFR in the third quarter of 2023 and $2.6 million from acquired operations in the Republic First Transaction. Also contributing to the increase in non-interest income were increases of $2.2 million in wealth management revenues due to an increase in assets under management, $1.2 million in cash management fee income due to an increase in account analysis fees with customers electing to move funds to interest-bearing deposit accounts and $1.1 million in other commercial banking income driven by $0.5 million in gains on SBA loan sales.

Non-Interest Expense

The following table presents the components of non-interest expense:


	Three months ended September 30				Increase (Decrease)
	2024		2023		$		%
	(dollars in thousands)
Salaries and employee benefits	$	112,810	$	96,757	$	16,053	16.6	%
Data processing and software	20,314		16,914		3,400		20.1
Net occupancy	18,999		14,561		4,438		30.5
Other outside services	12,090		12,094		(4)		—
Intangible amortization	6,287		601		5,686		N/M
FDIC insurance	5,109		4,738		371		7.8
Equipment	4,860		3,475		1,385		39.9
Professional fees	2,811		1,869		942		50.4
Marketing	2,251		1,913		338		17.7

Other	16,978		18,098		(1,120)		(6.2)
Subtotal	202,509		171,020		31,489		18.4
Acquisition-related expenses	14,195		—		14,195		N/M
FultonFirst implementation and asset disposals	9,385		—		9,385		N/M
Total non-interest expense	$	226,089	$	171,020	$	55,069	32.2	%

Non-interest expense increased $55.1 million, or 32.2%, for the three months ended September 30, 2024 compared to the same period in 2023. Excluding FultonFirst implementation and asset disposal costs and acquisition-related expenses, non-interest expense increased $31.5 million, or 18.4%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase in non-interest expense was primarily due to $28.7 million from the acquired operations in the Republic First Transaction and $5.2 million in salaries and benefits expense driven by annual merit increases, an increase in the number of employees and higher incentive compensation expense.

Income Taxes

The Corporation's ETR was 20.7% for the three months ended September 30, 2024. Excluding the impact from the $(7.7) million adjustment on the gain on acquisition, net of tax, the Corporation's ETR was 18.8% for the three months ended September 30, 2024 compared to 18.9% for the same period in 2023.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Net Interest Income

FTE net interest income increased $64.7 million to $720.2 million for the nine months ended September 30, 2024, from $655.5 million for the same period in 2023. NIM decreased 2 bps to 3.42%, compared to 3.44% for the same period in 2023. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.


	Nine months ended September 30
	2024						2023
	Average Balance		Interest (1)		Yield/ Rate		Average Balance		Interest (1)		Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Net loans (2)	$	22,918,845	$	1,045,573	6.09	%	$	20,819,280	$	854,384	5.49	%
Investment securities (3)	4,303,048		98,701		3.05		4,240,093		82,098		2.58
Other interest-earning assets	921,483		37,126		5.38		427,810		11,882		3.71
Total interest-earning assets	28,143,376		1,181,400		5.60		25,487,183		948,364		4.97
Noninterest-earning assets:
Cash and due from banks	297,268						193,083
Premises and equipment	202,531						219,087
Other assets	1,828,085						1,555,891
Less: ACL - loans (4)	(353,567)						(282,144)
Total Assets	$	30,117,693					$	27,173,100
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits	$	6,785,106	$	91,016	1.79	%	$	5,535,671	$	41,756	1.01	%
Savings and money market deposits	7,215,631		133,175		2.47		6,593,703		84,102		1.71
Brokered deposits	1,015,823		41,073		5.40		779,191		29,557		5.07
Time deposits	3,583,905		114,721		4.28		2,032,360		40,160		2.64
Total interest-bearing deposits	18,600,465		379,985		2.73		14,940,925		195,575		1.75
Borrowings and other interest-bearing liabilities	2,425,753		81,177		4.47		2,848,704		97,247		4.53
Total interest-bearing liabilities	21,026,218		461,162		2.93		17,789,629		292,822		2.20
Noninterest-bearing liabilities:
Demand deposits	5,339,590						6,108,197
Other liabilities	791,175						639,569
Total Liabilities	27,156,983						24,537,395


Shareholders’ equity	2,960,710						2,635,705
Total Liabilities and Shareholders’ Equity	$	30,117,693					$	27,173,100
Net interest income/net interest margin (FTE)			720,238		3.42	%			655,542		3.44	%
Tax equivalent adjustment			(13,572)						(13,261)
Net interest income			$	706,666					$	642,281

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

(2) Average balance includes non-performing loans.

(3) Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.

(4) 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.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the nine months ended September 30, 2024 in comparison to the same period in 2023:


	2024 vs. 2023 Increase (Decrease) due to change in
	Volume		Yield/Rate		Net
	(dollars in thousands)
FTE interest income on:
Net loans (1)	$	91,754	$	99,435	$	191,189
Investment securities	1,251		15,352		16,603
Other interest-earning assets	18,160		7,084		25,244
Total interest income	$	111,165	$	121,871	$	233,036
Interest expense on:
Demand deposits	$	11,141	$	38,119	$	49,260
Savings and money market deposits	8,591		40,482		49,073
Brokered deposits	9,483		2,033		11,516
Time deposits	41,109		33,452		74,561
Borrowings and other interest-bearing liabilities	(14,754)		(1,316)		(16,070)
Total interest expense	$	55,570	$	112,770	$	168,340

(1) Average balance includes non-performing loans.

Compared to the same period in 2023, FTE total interest income for the nine months ended September 30, 2024 increased $233.0 million due to increases of $121.9 million attributable to changes in yield, of which $99.4 million was attributable to net loans, and $111.2 million attributable to changes in volume, of which $91.8 million was attributable to average net loans. The yield on average interest-earning assets increased 63 bps in the nine months ended September 30, 2024 compared to the same period in 2023. The increase in FTE interest income was largely due to net loans and cash acquired in the Republic First Transaction.

For the nine months ended September 30, 2024, int erest expense increased $168.3 million comp ared to the same period in 2023, primarily driven by an increase in the rate on interest-bearing liabilities resulting in an $112.8 million increase in interest expense. The increase in interest expense attributable to rate was driven by increases in the rates on average savings and money market deposits, average demand deposits and average time deposits. The increase in interest expense attributable to volume was $55.6 million primarily driven by increases in average time deposits and average demand deposits. The increase in interest expense on deposits was in part due to deposits assumed in the Republic First Transaction.

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


	Nine months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Yield		Balance		Yield		$		%
	(dollars in thousands)
Real estate – commercial mortgage	$	8,803,503	6.48	%	$	7,803,775	5.88	%	$	999,728	12.8	%
Commercial and industrial	4,786,976		6.82		4,602,573		6.13		184,403		4.0
Real estate - residential mortgage	5,844,317		4.20		5,004,289		3.71		840,028		16.8
Real estate - home equity	1,091,526		7.61		1,066,003		6.84		25,523		2.4
Real estate – construction	1,370,134		7.92		1,278,923		6.66		91,211		7.1
Consumer	697,204		6.31		748,788		5.82		(51,584)		(6.9)
Leases and other loans (1)	325,185		5.50		314,929		4.46		10,256		3.3
Total loans	$	22,918,845	6.09	%	$	20,819,280	5.49	%	$	2,099,565	10.1	%

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

During the nine months ended September 30, 2024, average net loan s in creased $2.1 billion, or 10.1%, compared to the same period in 2023. The increase in average net loans was primarily due to $1.4 billion of average net loans acquired in the Republic First Transaction. Excluding the Republic First Transaction, average net loans increased $690.3 million largely due to increases of $437.3 million and $430.9 million in average residential mortgage loans and average commercial mortgage loans, respectively, partially offset by decreases of $101.0 million, $56.6 million and $18.6 million in average commercial and industrial loans, average consumer loans and average home equity loans, respectively.

The yield on total loans increased 60 bps for the first nine months of 2024 primarily due to net loans acquired in the Republic First Transaction being accounted for at current market interest rates.

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


	Nine months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	5,339,590	—	%	$	6,108,197	—	%	$	(768,607)	(12.6)	%
Interest-bearing demand	6,785,106		1.79		5,535,671		1.01		1,249,435		22.6
Savings and money market deposits	7,215,631		2.47		6,593,703		1.71		621,928		9.4
Total demand deposits and savings and money market deposits	19,340,327		1.55		18,237,571		0.92		1,102,756		6.0
Brokered deposits	1,015,823		5.40		779,191		5.07		236,632		30.4
Time deposits	3,583,905		4.28		2,032,360		2.64		1,551,545		76.3
Total deposits	$	23,940,055	2.12	%	$	21,049,122	1.24	%	$	2,890,933	13.7	%

The cost o f total deposits increa sed 88 bps to 2.12% for the f irst nine months of 2024 compared to 1.24% for the same period of 2023, primarily due to higher interest rates and a change in the mix of deposits.

Average deposits increased $2.9 billion largely due to $2.2 billion of average deposits assumed in the Republic First Transaction. Excluding the Republic First Transaction, average deposits increased $694.5 million largely due to increases of $1.2 billion, $270.0 million, $216.2 million and $195.4 million in average time deposits, average savings and money market deposits, average brokered deposits and average interest-bearing demand deposits, respectively, partially offset by a decrease of $1.2 billion in noninterest-bearing demand deposits.

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


	Nine months ended September 30
	2024				2023				Increase (Decrease)
	Balance		Rate		Balance		Rate		$		%
	(dollars in thousands)
Federal funds purchased	$	68,515	5.54	%	$	606,708	5.24	%	$	(538,193)	(88.7)
Federal Home Loan Bank advances	829,971		4.69		976,783		5.11		(146,812)		(15.0)
Senior debt and subordinated debt	535,656		3.96		539,907		3.96		(4,251)		(0.8)
Other borrowings and interest-bearing liabilities (1)	991,611		4.11		725,306		3.59		266,305		36.7
Total borrowings and other interest-bearing liabilities	$	2,425,753	4.47	%	$	2,848,704	4.53	%	$	(422,951)	(14.8)	%

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

Average borrowings and other int erest-bearing liabilities decreased $423.0 million during the first nine months of 2024 compared to the same period in 2023. The decrease in average borrowings and other interest-bearing liabilities was primarily due to decreases in average Federal funds purchased and average FHLB advances of $538.2 million and $146.8 million, respectively, partially offset by an increase in average other borrowings and interest-bearing liabilities of $266.3 million.

Provision for Credit Losses

The provision for credit losses was $54.9 million for the nine months ended September 30, 2023, compared to $44.2 million for the same period in 2023. The increase was primarily due to the Republic First Transaction, which included a provision for credit losses of $23.4 million for non-PCD Loans, partially offset by an elevated level of provision for credit losses in the same period in 2023 due to a $13.3 million charge-off for a commercial office loan.

Non-Interest Income

The following table presents the components of non-interest income:


	Nine months ended September 30				Increase (Decrease)
	2024		2023		$		%
	(dollars in thousands)
Wealth management	$	62,741	$	56,152	$	6,589	11.7	%
Commercial banking:
Merchant and card	22,103		22,160		(57)		(0.3)
Cash management	20,473		17,310		3,163		18.3
Capital markets	8,236		11,396		(3,160)		(27.7)
Other commercial banking	11,716		9,514		2,202		23.1
Total commercial banking	62,528		60,380		2,148		3.6
Consumer banking:
Card	22,850		19,604		3,246		16.6
Overdraft	10,120		8,425		1,695		20.1
Other consumer banking	8,226		7,081		1,145		16.2
Total consumer banking	41,196		35,110		6,086		17.3
Mortgage banking	10,183		8,100		2,083		25.7



Other	13,756		8,539		5,217		61.1
Subtotal	190,404		168,281		22,123		13.1
Gain on acquisition, net of tax	39,685		—		39,685		N/M
Investment securities (losses) gains, net	(20,283)		19		(20,302)		N/M
Total Non-Interest Income	$	209,806	$	168,300	$	41,506	24.7	%

Non-interest income before investment securities gains (losses) and gain on acquisition, net of tax, increased $22.1 million or 13.1%, during the nine months ended September 30, 2024 compared to the same period in 2023. The increase in non-interest income was partially due to $5.4 million from acquired operations in the Republic First Transaction. The remaining increase of $16.7 million included a $6.6 million increase in wealth management revenues due to an increase in assets under management, a $3.2 million increase in cash management fee income due to an increase in account analysis fees with customers electing to move funds to interest-bearing deposit accounts, a $3.0 million reduction to other non-interest income to reflect market valuation movement in certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions resulting from the transition from LIBOR to SOFR in the third quarter of 2023, a $2.1 million increase in mortgage banking income primarily due to higher loan sale volumes and a $1.5 million increase in income from bank owned life insurance.

In May 2024, the Corporation sold $345.7 million of available for sale securities and recorded a pre-tax loss of $20.3 million. The proceeds from the sale were reinvested into higher-yielding securities of a similar type and similar duration.

Non-Interest Expense

The following table presents the components of non-interest expense:


	Nine months ended September 30				Increase (Decrease)
	2024		2023		$		%
	(dollars in thousands)
Salaries and employee benefits	$	317,496	$	280,142	$	37,354	13.3	%
Data processing and software	58,332		49,486		8,846		17.9
Net occupancy	52,942		43,373		9,569		22.1
Other outside services	34,672		33,054		1,618		4.9
FDIC insurance	17,909		14,427		3,482		24.1
Equipment	13,461		10,395		3,066		29.5
Intangible amortization	11,548		2,347		9,201		N/M
Professional fees	7,470		6,090		1,380		22.7
Marketing	6,263		5,454		809		14.8

Other	53,286		53,888		(602)		(1.1)
Subtotal	573,379		498,656		74,723		15.0
Gain on Sale-Leaseback Transaction	(20,266)		—		(20,266)		N/M
Acquisition-related expenses	27,998		—		27,998		N/M
FultonFirst implementation and asset disposals	22,065		—		22,065		N/M
Total non-interest expense	$	603,176	$	498,656	$	104,520	21.0	%

Non-interest expense increased $104.5 million, or 21.0%, for the nine months ended September 30, 2024 compared to the same period in 2023. Excluding the gain on the Sale-Leaseback Transaction, acquisition-related expenses and FultonFirst implementation and asset disposal costs, non-interest expense increased $74.7 million, or 15.0%, for the nine months ended September 30, 2024 compared to the same period in 2023. The increase in non-interest expense was largely due to $49.4 million from acquired operations in the Republic First Transaction and $25.8 million in salaries and benefits expense driven by annual merit increases, an increase in the number of employees, higher incentive compensation expense and lower deferred costs from loan origination activities.

Income Taxes

The Corporation's ETR was 14.8% for the nine months ended September 30, 2024. Excluding the impact from the $39.7 million gain on acquisition, net of tax, the Corporation's ETR was 17.5% for the nine months ended September 30, 2024 compared to 17.8% for the same period in 2023.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets:


	September 30, 2024		December 31, 2023		Increase (Decrease)
					$		%
Assets	(dollars in thousands)
Cash and cash equivalents	$	1,440,680	$	549,710	$	890,970	N/M
FRB and FHLB Stock	143,212		124,405		18,807		15.1

Loans held for sale	17,678		15,158		2,520		16.6
Investment securities	4,545,278		3,666,274		879,004		24.0
Net loans, less ACL - loans	23,800,114		21,057,690		2,742,424		13.0
Net premises and equipment	171,731		222,881		(51,150)		(22.9)
Goodwill and intangibles	641,739		560,687		81,052		14.5
Other assets	1,425,294		1,375,110		50,184		3.6
Total Assets	$	32,185,726	$	27,571,915	$	4,613,811	16.7	%
Liabilities and Shareholders' Equity
Deposits	$	26,152,144	$	21,537,623	$	4,614,521	21.4	%
Borrowings	2,052,227		2,487,526		(435,299)		(17.5)
Other liabilities	777,412		786,627		(9,215)		(1.2)
Total Liabilities	28,981,783		24,811,776		4,170,007		16.8
Total Shareholders' Equity	3,203,943		2,760,139		443,804		16.1
Total Liabilities and Shareholders' Equity	$	32,185,726	$	27,571,915	$	4,613,811	16.7	%

Investment Securities

The following table presents the carrying amount of investment securities:


	September 30, 2024		December 31, 2023		Increase (Decrease)
					$		%
Available for Sale	(dollars in thousands)
U.S. Government securities	$	—	$	42,161	$	(42,161)	N/M
U.S. Government-sponsored agency securities	—		1,010		(1,010)		N/M
State and municipal securities	851,333		1,072,013		(220,680)		(20.6)
Corporate debt securities	296,580		440,551		(143,971)		(32.7)
Collateralized mortgage obligations	749,468		111,434		638,034		N/M
Residential mortgage-backed securities	895,635		196,795		698,840		N/M
Commercial mortgage-backed securities	520,280		534,388		(14,108)		(2.6)
Total available for sale securities	3,313,296		2,398,352		914,944		38.1
Held to Maturity

Residential mortgage-backed securities	373,313		407,075		(33,762)		(8.3)
Commercial mortgage-backed securities	858,669		860,847		(2,178)		(0.3)
Total held to maturity securities	1,231,982		1,267,922		(35,940)		(2.8)

Total Investment Securities	$	4,545,278	$	3,666,274	$	879,004	24.0	%

Compared to December 31, 2023, total AFS securities at September 30, 2024 increased $914.9 million, or 38.1%. The increase in AFS securities at September 30, 2024 compared to December 31, 2023 was primarily due to increases in residential mortgage-backed securities and collateralized mortgage obligations of $698.8 million and $638.0 million, respectively, partially

offset by decreases in state and municipal securities and corporate debt securities of $220.7 million and $144.0 million, respectively.

At September 30, 2024, total HTM securities decreased $35.9 million compared to December 31, 2023, primarily driven by a decrease of $33.8 million in residential mortgage-backed securities due to payments.

Loans

The following table presents ending net loans outstanding by type:


	September 30, 2024		December 31, 2023		Increase (Decrease)
					$		%
	(dollars in thousands)
Real estate - commercial mortgage	$	9,493,479	$	8,127,728	$	1,365,751	16.8%
Commercial and industrial (1)	4,914,734		4,545,552		369,182		8.1%
Real estate - residential mortgage	6,302,624		5,325,923		976,701		18.3%
Real estate - home equity	1,144,402		1,047,184		97,218		9.3%
Real estate - construction	1,332,954		1,239,075		93,879		7.6%
Consumer	651,717		729,318		(77,601)		(10.6)%
Leases and other loans (2)	336,165		336,314		(149)		—%
Net loans	$	24,176,075	$	21,351,094	$	2,824,981	13.2%

(1) Includes unearned income of $2.0 thousand for September 30, 2024 and $41.0 thousand for December 31, 2023.

(2) Includes unearned income of $34.8 million for September 30, 2024 and $38.0 million for December 31, 2023.

During the nine months ended September 30, 2024, net loans increased $2.8 billion, or 13.2%, compared to December 31, 2023. The increase in net loans during the first nine months of 2024 was primarily due to net loans acquired in the Republic First Transaction of $2.5 billion based on preliminary fair values as of the Acquisition Date. Excluding net loans acquired in the Republic First Transaction, net loans increased $340.1 million, or 1.6%, largely due to increases of $341.7 million and $241.5 million in commercial mortgage loans and residential mortgage loans, respectively, partially offset by decreases of $116.0 million, $94.7 million and $61.5 million in commercial and industrial loans, consumer loans and construction loans, respectively.

The Corporation does not have a significant concentration of credit risk with any single borrower. As of September 30, 2024, approximately $10.8 billion, or 44.8%, of the loan portfolio was comprised of commercial mortgage loans and construction loans.

The Corporation has established lower total lending limits for certain types of commercial lending commitments and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved. The Corporation adheres to loan portfolio management practices, which include requiring an annual review of the majority of loans. Additionally, management monitors the loan portfolio throughout the year taking into account, among other things, the size, complexity and level risk of loans and individual borrowers. An independent loan review function assesses the portfolio for internal risk rating accuracy and loan servicing policy requirements. The Corporation consolidates risk migrations to identify emerging risks by industry and real estate property types, taking into consideration economic forecasts and industry trends. Recently, the Corporation identified the office and multi-family commercial mortgage loan portfolios as posing heightened risks and consequently moderated the volume of new loan originations. The Corporation takes a risk-based approach when reviewing a specific loan portfolio, such as the office loan or multi-family loan portfolios. The Corporation reviews portfolio concentrations and adjusts the lending limits based on asset quality, economic forecasts and industry outlook.

The following table summarizes the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios:


	September 30, 2024		December 31, 2023
Real estate (1)	43.2	%	46.6	%
Health care	6.4		6.6
Retail	5.9		3.3
Manufacturing	5.5		6.1
Other services	5.1		4.5
Agriculture	5.0		5.6
Hospitality and food services	4.2		3.6
Construction (2)	3.9		4.1
Wholesale trade	2.8		3.2
Educational services	2.8		2.9
Professional, scientific and technical services	2.2		2.2
Arts, entertainment and recreation	2.2		1.9
Transportation and warehousing	1.7		1.7
Finance and Insurance	1.4		1.3
Public administration	1.2		1.0
Administrative and Support	0.8		1.1
Other	5.7		4.3
Total	100.0	%	100.0	%

(1) Includes commercial loans to borrowers engaged in the business of renting, leasing or managing real estate for others; selling and/or buying real estate for

others; and appraising real estate.

(2) Includes commercial loans to borrowers engaged in the construction industry.

The commercial mortgage loan portfolio consists of 44.1% owner occupied commercial mortgage loans and 55.9% of non-owner occupied commercial mortgage loans as of September 30, 2024. The following table summarizes the non-owner occupied commercial mortgage loan portfolio and the percent to total net loans.


	September 30, 2024				December 31, 2023
	$		%		$		%
	(dollars in thousands)
Multi-family	$	1,552,414	6.4	%	$	1,147,612	5.4	%
Retail trade	1,125,050		4.7		893,029		4.2
Industrial	867,990		3.6		634,533		3.0
Office	768,234		3.2		640,403		3.0
Hospitality and food services	483,555		2.0		453,305		2.1
Other	505,524		2.1		498,122		2.3
Total non-owner occupied commercial mortgage loans	$	5,302,767	21.9	%	$	4,267,004	20.0	%

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


	September 30, 2024						December 31, 2023
	Outstanding Balance		Total Commitment		Weighted Average LTV (1)		Outstanding Balance		Total Commitment		Weighted Average LTV (1)
	(dollars in thousands)
Philadelphia (2)	$	338,402	$	373,611	62	%	$	241,596	$	247,395	56	%
New York (3)	94,905		100,049		63		60,149		62,565		71
Washington, D.C. (4)	88,438		88,438		55		97,270		97,847		56
Baltimore (5)	76,121		77,195		46		82,573		82,577		51
Other	170,368		179,695		61		158,815		161,533		61
Total office non-owner occupied commercial real estate	$	768,234	$	818,988	60	%	$	640,403	$	651,917	58	%

(1) Weighted Average LTV as of origination .

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

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

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

(5) Baltimore-Columbia-Towson, MD

The non-owner occupied commercial mortgage office loan portfolio table above excludes commercial construction loans secured by office property collateral with a total outstanding balance of $50.7 million and outstanding loan commitment of $57.4 million as of September 30, 2024.

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


	September 30, 2024						December 31, 2023
	Outstanding Balance		Total Commitment		Weighted Average LTV (1)		Outstanding Balance		Total Commitment		Weighted Average LTV (1)
	(dollars in thousands)
Philadelphia (2)	$	782,045	$	815,217	57	%	$	467,749	$	480,942	57	%
New York (3)	121,658		127,993		62		53,153		53,642		72
Baltimore (4)	71,981		72,887		56		54,675		54,879		56
Washington, D.C. (5)	28,287		31,581		48		87,020		92,483		51
Lancaster, PA	142,164		151,283		72		159,691		169,437		66
Other	406,279		466,422		59		325,324		361,693		65
Total multi-family non-owner occupied commercial real estate	$	1,552,414	$	1,665,383	59	%	$	1,147,612	$	1,213,076	59	%

(1) Weighted Average LTV as of origination .

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

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

(4) Baltimore-Columbia-Towson, MD

(5) Washington-Arlington-Alexandria, DC-VA-MD-WV

The non-owner occupied commercial mortgage multi-family loan table above excludes commercial construction loans secured by multi-family property collateral with a total outstanding loan balance of $373.2 million and outstanding loan commitment of $732.5 million as of September 30, 2024.

The following table presents the changes in non-accrual loans for the three months and nine months ended September 30, 2024:


	Commercial and Industrial		Real Estate - Commercial Mortgage		Real Estate - Construction		Real Estate - Residential Mortgage		Consumer and Real Estate - Home Equity		Leases and other loans		Total
	(dollars in thousands)

Balance at June 30, 2024	$	57,274	$	46,192	$	1,226	$	24,463	$	6,522	$	9,953	$	145,630
Additions	18,740		33,634		—		3,570		4,660		726		61,330
Payments	(6,054)		(7,584)		(15)		(2,116)		(578)		(119)		(16,466)
Charge-offs	(6,256)		(2,723)		—		(1,131)		(2,308)		(726)		(13,144)
Transfers to accrual status	—		—		—		—		(40)		—		(40)
Transfers to OREO	(90)		(133)		(871)		(355)		—		—		(1,449)
Balance at September 30, 2024	$	63,614	$	69,386	$	340	$	24,431	$	8,256	$	9,834	$	175,861

Nine months ended September 30, 2024
Balance at December 31, 2023	$	39,952	$	44,805	$	1,341	$	20,824	$	4,805	$	9,893	$	121,620
Additions	74,102		57,950		—		9,544		11,406		3,638		156,640
Payments	(25,504)		(22,454)		(130)		(4,281)		(1,275)		(768)		(54,412)
Charge-offs	(16,843)		(10,602)		—		(1,417)		(6,312)		(2,929)		(38,103)
Transfers to accrual status	(8,003)		(180)		—		(142)		(178)		—		(8,503)
Transfers to OREO	(90)		(133)		(871)		(97)		(190)		—		(1,381)
Balance at September 30, 2024	$	63,614	$	69,386	$	340	$	24,431	$	8,256	$	9,834	$	175,861

During the nine months ended September 30, 2024, non-accrual loans increased by approximately $54.2 million, or 44.6%, largely due to additions to non-accrual loans acquired in the Republic First Transaction of $25.6 million. During the nine months ended September 30, 2024, non-accrual loans as a percentage of total net loans increased to 0.73%, compared to 0.57% as of December 31, 2023.

The following table summarizes non-performing assets as of the periods shown below:


	September 30, 2024			December 31, 2023
	(dollars in thousands)
Non-accrual loans	$	175,861		$	121,620
Loans 90 days or more past due and still accruing	26,286			31,721
Total non-performing loans	202,147			153,341
OREO (1)	2,844			896
Total non-performing assets	$	204,991		$	154,237
Non-accrual loans to total loans	0.73		%	0.57		%
Non-performing loans to total loans	0.84		%	0.72		%
Non-performing assets to total assets	0.64		%	0.56		%

ACL - loans to non-performing loans	186		%	191		%

(1) Excludes $15.1 million and $10.9 million of residential mortgage properties for which formal foreclosure proceedings were in process as of September 30, 2024 and December 31, 2023, respectively.

Non-performing loans at September 30, 2024 increased $48.8 million, or 31.8%, compared to $153.3 million as of December 31, 2023. The increase in non-performing loans during the first nine months of 2024 was primarily due to additions to non-performing loans from the Republic First Transaction of $26.6 million. Non-performing loans as a percentage of total net loans were 0.84% and 0.72% at September 30, 2024 and December 31, 2023, respectively. See "Note 5 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details on non-performing loans.

The ability to identify potential problem loans in a timely manner is important to maintaining an adequate ACL. For commercial and industrial loans, commercial mortgages and commercial construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and leases and other loans is based on payment history, through the monitoring of delinquency levels and trends.

Total internally risk-rated loans were $15.5 billion and $13.7 billion as of September 30, 2024 and December 31, 2023, respectively, of which $2.1 billion and $0.9 billion were criticized and classified, respectively. For a description of the Corporation's risk ratings, see "Note 1 - Summary of Significant Accounting Policies - Allowance for Credit Losses" in the Notes to Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.

The following table presents criticized and classified loans, or those with internal risk ratings of special mention or substandard or lower for commercial mortgages, commercial and industrial loans and construction loans to commercial borrowers, by class segment:


	Special Mention (1)						Increase (Decrease)			Substandard or Lower (2)						Increase (Decrease)				Total Criticized and Classified Loans
	September 30, 2024			December 31, 2023			$		%	September 30, 2024			December 31, 2023			$		%		September 30, 2024			December 31, 2023
	(dollars in thousands)
Real estate - commercial mortgage	$	735,850		$	302,553		$	433,297	143.2%	$	415,650		$	224,774		$	190,876	84.9	%	$	1,151,500		$	527,327
Commercial and industrial	425,173			135,837			289,336		213.0	326,072			196,500			129,572		65.9		751,245			332,337
Real estate -construction (3)	174,063			38,520			135,543		351.9	42,428			26,771			15,657		58.5		216,491			65,291
Total	$	1,335,086		$	476,910		$	858,176	179.9%	$	784,150		$	448,045		$	336,105	75.0%		$	2,119,236		$	924,955

% of total risk rated loans	8.6		%	3.5		%				5.0		%	3.3		%					13.6		%	6.8		%

(1) Considered "criticized" loans by banking regulators.

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

(3) Excludes construction - other.

The increase of $858.2 million in special mention loans as of September 30, 2024 was primarily due to loans acquired in the Republic First Transaction with a balance of $721.0 million as of September 30, 2024. The increase of $336.1 million in substandard or lower loans as of September 30, 2024 was primarily due to loans acquired in the Republic First Transaction with a balance of $171.7 million as of September 30, 2024.

The Corporation accounts for the credit risk associated with lending activities through the ACL and the provision for credit losses.

The following table presents the activity in the ACL:


	Three months ended September 30						Nine months ended September 30
	2024			2023			2024			2023
	(dollars in thousands)
Average balance of net loans	$	24,147,801		$	21,121,277		$	22,918,845		$	20,819,280

Balance of ACL at beginning of period	$	375,941		$	287,442		$	293,404		$	269,366

CECL Day 1 Provision (1)	—			—			23,444			—
Initial PCD allowance for credit losses	(1,139)			—			54,767			—

Loans charged off:
Real estate - commercial mortgage	(2,723)			(860)			(10,602)			(14,452)
Commercial and industrial	(6,256)			(3,220)			(16,843)			(5,849)
Real estate - residential mortgage	(1,131)			—			(1,417)			(62)
Consumer and real estate - home equity	(2,308)			(1,803)			(6,312)			(5,322)
Real estate - construction	—			—			—			—
Leases and other loans	(726)			(1,396)			(2,929)			(3,284)
Total loans charged off	(13,144)			(7,279)			(38,103)			(28,969)
Recoveries of loans previously charged off:
Real estate - commercial mortgage	107			101			405			916
Commercial and industrial	1,008			620			3,052			2,694
Real estate - residential mortgage	130			37			368			143
Consumer and real estate - home equity	545			1,023			2,382			2,643
Real estate - construction	103			—			336			771
Leases and other loans	129			400			538			729
Total recoveries	2,022			2,181			7,081			7,896
Net loans charged off (recoveries)	(11,122)			(5,098)			(31,022)			(21,073)
Provision for credit losses (1)(2)	12,281			10,395			35,368			44,446
Balance of ACL at end of period	$	375,961		$	292,739		$	375,961		$	292,739
Provision for OBS credit exposures (1)	$	(352)		$	(458)		$	(3,902)		$	(218)
Reserve for OBS credit exposures (3)	$	14,188		$	16,110		$	14,188		$	16,110
Net charge-offs to average loans (annualized)	0.18		%	0.10		%	0.18		%	0.13		%

(1) These amounts are reflected in the provision for credit losses in the Consolidated Statements of Income.

(2) Provision included in the table only includes the portion related to Net loans.

(3) Reserve for OBS credit exposures is recorded with other liabilities on the consolidated balance sheets.

The provision for credit losses, specific to loans, for the three months ended September 30, 2024 was $12.3 million compared to a provision of $10.4 million recorded for the same period in 2023. The provision for credit losses, specific to loans, for the nine months ended September 30, 2024 was $35.4 million compared to a provision of $44.4 million recorded for the same period in 2023. For the nine months ended September 30, 2024, a provision for credit losses of $23.4 million was recorded for non-PCD Loans acquired in the Republic First Transaction. Additionally, included in the ACL as of September 30, 2024 was $54.8 million recorded for PCD Loans acquired in the Republic First Transaction.

The ACL includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. See "Note 5 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details on the provision for credit losses.

The following table summarizes the allocation of the ACL - loans:


	September 30, 2024						December 31, 2023
	ACL - loans		% to Total ACL - loans (1)		% to Total Net Loans (2)		ACL - loans		% to Total ACL - loans (1)		% to Total Net Loans (2)
	(dollars in thousands)
Real estate - commercial mortgage	$	143,294	38.1	%	39.3	%	$	112,565	38.4	%	38.1	%
Commercial and industrial	101,364		27.0		20.3		74,266		25.3		21.3
Real estate - residential mortgage	90,327		24.0		26.1		73,286		25.0		24.9
Consumer, home equity and leases and other loans	19,979		5.3		8.8		20,992		7.1		9.9
Real estate - construction	20,997		5.6		5.5		12,295		4.2		5.8

Total ACL - loans	$	375,961	100.0	%	100.0	%	$	293,404	100.0	%	100.0	%

(1) Ending ACL - loan portfolio segment balance as a % of total ACL - loans.

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

Deposits and Borrowings

The following table presents ending deposits by type:


	September 30, 2024		December 31, 2023		Increase (Decrease)
					$		%
	(dollars in thousands)
Noninterest-bearing demand	$	5,501,699	$	5,314,094	$	187,605	3.5	%
Interest-bearing demand	7,779,472		5,722,695		2,056,777		35.9
Savings and money market deposits	7,740,595		6,616,901		1,123,694		17.0
Total demand and savings	21,021,766		17,653,690		3,368,076		19.1
Brokered deposits	843,473		1,144,692		(301,219)		(26.3)
Time deposits	4,286,905		2,739,241		1,547,664		56.5
Total deposits	$	26,152,144	$	21,537,623	$	4,614,521	21.4	%

During the nine months ended September 30, 2024, total deposits increased by $4.6 billion, or 21.4%, compared to December 31, 2023. The increase in total deposits was largely due to $3.9 billion of deposits assumed in the Republic First Transaction. Excluding the Republic First Transaction, total deposits increased approximately $750.8 million largely due to increases of $898.2 million, $506.4 million and $185.8 million in time deposits, savings and money market deposits and interest-bearing demand deposits, respectively, partially offset by decreases of $505.9 million and $333.8 million in noninterest-bearing demand deposits and brokered deposits, respectively.

Total uninsured deposits were estimated to be $9.5 billion and $7.2 billion at September 30, 2024 and December 31, 2023, respectively.

Time deposits of $250 thousand or more were $1.1 billion and $551.2 million at September 30, 2024 and December 31, 2023, respectively.

The following table presents ending borrowings by type:


	September 30, 2024		December 31, 2023		Increase (Decrease)
					$		%
	(dollars in thousands)
Federal funds purchased	$	—	$	240,000	$	(240,000)	N/M

Federal Home Loan Bank advances	950,000		1,100,000		(150,000)		(13.6)
Senior debt and subordinated debt	535,917		535,384		533		0.1
Other borrowings (1)	566,310		612,142		(45,832)		(7.5)
Total borrowings	$	2,052,227	$	2,487,526	$	(435,299)	(17.5)	%

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

During the nine months ended September 30, 2024, total borrowings decreased $435.3 million, or 17.5%, compared to December 31, 2023. The decrease in total borrowings during the nine months ended September 30, 2024 was due to decreases in Federal funds purchased, FHLB advances and other borrowings of $240.0 million, $150.0 million and $45.8 million, respectively.

Shareholders' Equity

On December 19, 2023, the Corporation announced that its Board of Directors approved the 2024 Repurchase Program. The 2024 Repurchase Program will expire on December 31, 2024. Under the 2024 Repurchase Program, the Corporation is authorized to repurchase up to $125.0 million of shares of its common stock through December 31, 2024. Under this authorization, up to $25.0 million of the $125 million authorization may be used to repurchase shares of the Corporation's preferred stock and outstanding subordinated notes.

During the nine months ended September 30, 2024, 1,934,297 shares were repurchased under the 2024 Repurchase Program at a total cost of $30.3 million, or $15.69 per share. No shares were repurchased during the third quarter of 2024.

The Corporation intends to use the net proceeds of the offering for general corporate purposes, including to support new opportunities in connection with the Republic First Transaction.

Regulatory Capital

The Corporation and its wholly owned subsidiary bank, Fulton Bank, are subject to the Capital Rules administered by banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation's financial statements.

The Capital Rules require the Corporation and Fulton Bank to:

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

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

• Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;

• Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and

• Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.

As of September 30, 2024, the Corporation's capital levels met the minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

As of September 30, 2024, Fulton Bank met the well-capitalized requirements under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, a bank must maintain minimum Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the Capital Rules. There were no other conditions or events since September 30, 2024 that management believes have changed the Corporation's capital categories.

The following table summarizes the Corporation's capital ratios in comparison to regulatory requirements:


	September 30, 2024		December 31, 2023		Regulatory Minimum for Capital Adequacy		With Capital Conservation Buffer
Total Risk-Based Capital (to Risk-Weighted Assets)	14.0	%	14.0	%	8.0	%	10.5	%
Tier I Risk-Based Capital (to Risk-Weighted Assets)	11.3	%	11.2	%	6.0	%	8.5	%
Common Equity Tier I (to Risk-Weighted Assets)	10.5	%	10.3	%	4.5	%	7.0	%
Tier I Leverage Capital (to Average Assets)	9.0	%	9.5	%	4.0	%	4.0	%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation's liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation's net interest income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. The Corporation's ALCO is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are a simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation's short-term earnings exposure to rate movements. The Corporation's policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 bps shock in interest rates, 15% for a 200 bps shock, 20% for a 300 bps shock and 25% for a 400 bps shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency

of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of interest rate changes in rate-ramp scenarios over a 12-month period, that is, a gradual non-parallel shift, on net interest income as of September 30, 2024:


Rate Ramp (1)	Annual change in net interest income	% change in net interest income
+400 bp	+ $28.7 million	+2.6%
+300 bp	+ $23.4 million	+2.1%
+200 bp	+ $17.5 million	+1.6%
+100 bp	+ $10.7 million	+1.0%
–100 bp	- $14.1 million	-1.3%
–200 bp	- $28.2 million	-2.5%
–300 bp	- $41.6 million	-3.7%
–400 bp	- $53.1 million	-4.8%

(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

The following table summarizes the expected impact of abrupt interest rate changes, that is, a non-parallel instantaneous shock, on net interest income as of September 30, 2024:


Rate Shock (1)	Annual change in net interest income	% change in net interest income
+400 bp	+ $51.5 million	+4.6%
+300 bp	+ $41.3 million	+3.7%
+200 bp	+ $31.4 million	+2.8%
+100 bp	+ $22.4 million	+2.0%
–100 bp	- $32.8 million	-3.0%
–200 bp	- $62.4 million	-5.6%
–300 bp	- $88.9 million	-8.0%
–400 bp	- $114.3 million	-10.3%

(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation's balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 bps shock in interest rates, 20% for a 200 bps shock, 30% for a 300 bps shock and 40% for a 400 bps shock. As of September 30, 2024, the Corporation was within economic value of equity policy limits for every 100 bps shock.

Interest Rate Derivatives

The Corporation enters into interest rate derivatives with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate derivatives with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate derivatives is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate derivatives are derivative financial instruments, and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest expense on the consolidated statements of income.

Cash Flow Hedges

The Corporation's objectives in using interest rate derivatives are to reduce volatility in interest income and interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate derivatives as part of its interest rate risk management strategy. The Corporation enters into interest rate derivatives designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans and borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income or interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation's variable-rate liabilities.

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the unrealized losses that have been recorded in AOCI will be recognized as a reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During the nine months ended September 30, 2024, $21.2 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the consolidated statements of income.

In October 2024, the Corporation terminated a pay fixed, receive floating interest rate derivative designated as a cash flow hedge with a notional amount of $250.0 million. As the hedged transaction continues to be probable, the unrealized loss of $1.2 million included in AOCI will be recognized as an increase to interest expense when the previously forecasted hedged item affects earnings in future periods.

Additionally, in the fourth quarter of 2024, the Corporation executed $900.0 million of receive fixed, pay floating interest rate derivatives that qualify as cash flow hedges of interest rate risk to manage the Corporation's exposure to interest rate movements.

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short- and long-term needs.

The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (short-term promissory notes). The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those instruments. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on NIM and net interest income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the FRB, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of September 30, 2024, the Bank had total borrowing capacity of approximately $10.7 billion with $5.0 billion of advances and letters of credit outstanding, for a remaining available borrowing capacity of approximately $5.7 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of September 30, 2024, the Corporation had aggregate federal funds lines borrowing capacity of $2.6 billion with no amounts outstanding against that amount. As of September 30, 2024, the Corporation had $1.5 billion of collateralized borrowing capacity at the FRB discount window with no amounts outstanding and had no borrowings drawn against the Bank Term Funding Program facility, which expired March 11, 2024.

A combination of commercial real estate loans, commercial loans, consumer loans and securities are pledged to the FRB of Philadelphia to provide access to FRB discount window borrowings. Securities carried at $0.6 billion at September 30, 2024 and $0.4 billion at December 31, 2023 were pledged as collateral to secure public and trust deposits.

Liquidity must also be managed at the Corporation's parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income.

Management continues to monitor the liquidity and capital needs of the parent company including monitoring the granularity of the deposit portfolio and level of uninsured deposits. Management will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The consolidated statements of cash flows provide additional information. The Corporation's operating activities during the nine months ended September 30, 2024 provided $288.7 million of cash. Cash provided by investing activities was $1.8 billion and was mainly due to the sale of AFS securities and net cash received in the Republic First Transaction. Cash used by financing activities was $1.2 billion primarily due to the repayment of borrowings.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation's debt security investments consist primarily of U.S. government-sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government-sponsored agencies.

State and Municipal Securities

As of September 30, 2024, the Corporation owned securities issued by various states and municipalities with a total fair value of $0.9 billion. Uncertainty with respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of September 30, 2024, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 73% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Rule 13a-15, promulgated under the Exchange Act. Based upon that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, the Corporation's disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Changes in Internal Control Over Financial Reporting

We review our internal controls over financial reporting on a regular basis and make changes intended to ensure the quality of our financial reporting. During the second quarter of 2024, as the result of the Republic First Transaction, we commenced the evaluation of the applicable controls, and designed and implemented new controls as needed. The evaluation of the changes to processes, information technology systems and other components of internal control over financial reporting related to the Republic First Transaction is ongoing. Otherwise, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 14 "Commitments and Contingencies" in the Notes to Consolidated Financial Statements in this Quarterly Report on From 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. Risk Factors of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

(c) On December 19, 2023, the Corporation announced that its Board of Directors approved the 2024 Repurchase Program. The 2024 Repurchase Program will expire on December 31, 2024. Under the 2024 Repurchase Program, the Corporation is authorized to repurchase up to $125.0 million of shares of its common stock through December 31, 2024. Under this authorization, up to $25.0 million of the $125 million authorization may be used to repurchase shares of 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 2024 Repurchase Program in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions. The 2024 Repurchase Program may be discontinued at any time.

During the three months ended September 30, 2024, no shares were repurchased under the 2024 Repurchase Program.

Item 5. Other Information

(c) Except as disclosed below, none of the Corporation's directors or "officers" (as defined in Rule 16a-1(f) (17 C.F.R. § 240.16a-1(f))) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K (17 C.F.R. § 229.408)) during the fiscal quarter ended September 30, 2024.

On September 6, 2024, Curtis J. Myers , Chairman of the Board and Chief Executive Officer of the Corporation, adopted a Rule 10b5-1 trading arrangement for the sale of 24,192 shares of the Corporation's common stock. The trading arrangement will expire on March 14, 2025 , unless terminated sooner in accordance with its terms.

Item 6. Exhibits




2.1						Purchase and Assumption Agreement – Whole Bank, All Deposits, effective as of April 26, 2024, with the Federal Deposit Insurance Corporation, as receiver of Republic First Bank, the Federal Deposit Insurance Corporation, and Fulton Bank, National Association (Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on May 2, 2024).
3.1						Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011).
3.2						Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
3.3						Bylaws of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on a Form 8-K filed May 14, 2021).
4.1						Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
4.2						Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
4.3						Form of depositary receipt representing the Depositary Shares (Included in Exhibit 4.2).
4.4						Stock Certificate (Incorporated by reference as Exhibit 4.1 of Fulton Financial Corporation Registration Statement on Form S-4 filed on April 21, 2022).





31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104						Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)

FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FULTON FINANCIAL CORPORATION

Date:

November 8, 2024

/s/ Curtis J. Myers

Curtis J. Myers

Chairman and Chief Executive Officer

Date:

November 8, 2024

/s/ Richard S. Kraemer

Richard S. Kraemer

Senior Executive Vice President and Chief Financial Officer

TABLE OF CONTENTS

Item 1. Financial Statements Note 1 Basis Of Presentation Note 2 Business Combinations Note 3 Restrictions on Cash and Cash Equivalents Note 4 Investment Securities Note 5 - Loans and Allowance For Credit Losses Note 6 Mortgage Servicing Rights Note 7 Derivative Financial Instruments Note 8 Accumulated Other Comprehensive (loss) Income Note 9 Fair Value Measurements Note 10 Net Income Per Share Note 11 Stock-based Compensation Note 12 Employee Benefit Plans Note 13 Leases Note 14 Commitments and Contingencies Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

2.1 Purchase and Assumption Agreement Whole Bank, All Deposits, effective as of April 26, 2024, with the Federal Deposit Insurance Corporation, as receiver of Republic First Bank, the Federal Deposit Insurance Corporation, and Fulton Bank, National Association (Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on May 2, 2024). 3.1 Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011). 3.2 Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020). 3.3 Bylaws of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on a Form 8-K filed May 14, 2021). 4.1 Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020). 4.2 Deposit Agreement, dated October 29, 2020, among Fulton Financial Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020). 4.3 Form of depositary receipt representing the Depositary Shares (Included in Exhibit 4.2). 4.4 Stock Certificate (Incorporated by reference as Exhibit 4.1 of Fulton Financial Corporation Registration Statement on Form S-4 filed on April 21, 2022). 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

FULT 10-Q Quarter ended Sept. 30, 2024

Exhibits