# Fulton Financial Corp: Form 10-Q for the period ended Sep 30, 2024

- Company: [Fulton Financial Corp](/companies/fult.md) (CIK 700564)
- Form: 10-Q
- Filed: 2024-11-08
- Accepted by EDGAR: Nov 8, 2024, 16:42 ET
- Period: 2024-09-30
- Accession: 0000700564-24-000053
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/700564/000070056424000053/fult-20240930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/700564/000070056424000053/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $59.7m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2024-01-01 to 2024-09-30 | $230.1m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | $16.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | $38.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | $63.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | $220.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.33 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | $1.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.33 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | $1.23 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 183,609,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 175,033,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | $288.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2024-01-01 to 2024-09-30 | $96.1m | us-gaap:PaymentsOfDividends |
| Share repurchases | 9 months, 2024-01-01 to 2024-09-30 | $30.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Total assets | at 2024-09-30 | $32.19bn | us-gaap:Assets |
| Total liabilities | at 2024-09-30 | $28.98bn | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $3.20bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 79,622 characters.

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:

*(dollars in thousands, except per share data)*

|  | Three months ended September 30 2024 | 2023 | Nine months ended September 30 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands, except per share data and share data)*

*Operating net income available to common shareholders*

|  | Three months ended September 30 2024 | 2023 | Nine months ended September 30 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| 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% |

39

| Operating return on average common shareholders' equity (tangible)(2) | Three months ended September 30 2024 | 2023 | Nine months ended September 30 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| 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. |  |  |  |  |

40

### 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.

*(dollars in thousands)*

| ASSETS Interest-earning assets: | Three months ended September 30 2024 Average Balance | Interest (1) | Yield/ Rate | 2023 Average Balance | Interest (1) | Yield/ Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

| FTE Interest income on: | 2024 vs. 2023 Increase (Decrease) due to change in Volume | Yield/Rate | Net |
| --- | ---: | ---: | ---: |
| 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 expense increased $53.1 million compared 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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 Balance | Yield | 2023 Balance | Yield | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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%, compared 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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 Balance | Rate | 2023 Balance | Rate | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 Balance | Rate | 2023 Balance | Rate | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Federal funds purchased | **$—** | **—%** | $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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 | 2023 | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 | 2023 | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: |
| 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.

*(dollars in thousands)*

| ASSETS Interest-earning assets: | Nine months ended September 30 2024 Average Balance | Interest(1) | Yield/ Rate | 2023 Average Balance | Interest(1) | Yield/ Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

| FTE interest income on: | 2024 vs. 2023 Increase (Decrease) due to change in Volume | Yield/Rate | Net |
| --- | ---: | ---: | ---: |
| 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.

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 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, interest expense increased $168.3 million compared 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:

*(dollars in thousands)*

|  | Nine months ended September 30 2024 Balance | Yield | 2023 Balance | Yield | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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 loans increased $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:

*(dollars in thousands)*

|  | Nine months ended September 30 2024 Balance | Rate | 2023 Balance | Rate | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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 of total deposits increased 88 bps to 2.12% for the first 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:

*(dollars in thousands)*

|  | Nine months ended September 30 2024 Balance | Rate | 2023 Balance | Rate | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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 interest-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:

*(dollars in thousands)*

|  | Nine months ended September 30 2024 | 2023 | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | Nine months ended September 30 2024 | 2023 | Increase (Decrease) $% |  |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

| Assets | September 30, 2024 | December 31, 2023 $% | Increase (Decrease) |  |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

| Available for Sale | September 30, 2024 | December 31, 2023 $% | Increase (Decrease) |  |
| --- | ---: | ---: | ---: | ---: |
| U.S. Government securities | **$—** | $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:

*(dollars in thousands)*

|  | September 30, 2024 | December 31, 2023 $% | Increase (Decrease) |  |
| --- | ---: | ---: | ---: | ---: |
| 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.

*(dollars in thousands)*

|  | September 30, 2024 $% |  | December 31, 2023 $% |  |
| --- | ---: | ---: | ---: | ---: |
| 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% |

54

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

*(dollars in thousands)*

|  | September 30, 2024 Outstanding Balance | Total Commitment | Weighted Average LTV (1) | December 31, 2023 Outstanding Balance | Total Commitment | Weighted Average LTV (1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | September 30, 2024 Outstanding Balance | Total Commitment | Weighted Average LTV (1) | December 31, 2023 Outstanding Balance | Total Commitment | Weighted Average LTV (1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | 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 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | September 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | Special Mention(1) September 30, 2024 | December 31, 2023 | Increase (Decrease) $% |  | Substandard or Lower(2) September 30, 2024 | December 31, 2023 | Increase (Decrease) $% |  | Total Criticized and Classified Loans September 30, 2024 | December 31, 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | Three months ended September 30 2024 | 2023 | Nine months ended September 30 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | September 30, 2024 ACL - loans | % to Total ACL - loans(1) | % to Total Net Loans(2) | December 31, 2023 ACL - loans | % to Total ACL - loans(1) | % to Total Net Loans(2) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | September 30, 2024 | December 31, 2023 $% | Increase (Decrease) |  |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(dollars in thousands)*

|  | September 30, 2024 | December 31, 2023 $% | Increase (Decrease) |  |
| --- | ---: | ---: | ---: | ---: |
| Federal funds purchased | **$—** | $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.

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.

#### 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% |

## Market risk

As filed, 14,352 characters.

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) +400 bp +300 bp +200 bp +100 bp | Annual change in net interest income + $28.7 million + $23.4 million + $17.5 million + $10.7 million | % change in net interest income +2.6% +2.1% +1.6% +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) +400 bp +300 bp +200 bp +100 bp | Annual change in net interest income + $51.5 million + $41.3 million + $31.4 million + $22.4 million | % change in net interest income +4.6% +3.7% +2.8% +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.

## Controls and procedures

As filed, 1,873 characters.

#### 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.

## Risk factors

As filed, 318 characters.

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.

Filed Nov 8, 2024.
Source: SEC EDGAR, the filing index for accession 0000700564-24-000053. Last ingested by Listed: Nov 10, 2026, 01:24 ET. No prices; not investment advice.