Form 4: Fulton Financial Director Michael Shirk Reports RSU Conversion and New Equity Grant

Fulton Financial Corporation Director Michael F. Shirk reported the conversion of 3,702.9005 restricted stock units into common stock and the acquisition of 4,928 new restricted stock units, increasing his direct beneficial ownership of common stock to 19,564.1188 shares.

Summary

• Michael F. Shirk, a Director of Fulton Financial Corp, reported transactions on June 1, 2025.
• He acquired 3,702.9005 shares of $2.50 par value Common Stock through the conversion of restricted stock units (RSUs) at a price of $0.00.
• These converted RSUs originated from a grant of 3,563 units on June 1, 2024, plus 139.9005 accumulated dividend equivalents, with forfeiture restrictions lapsing on June 1, 2025.
• Following this transaction, his direct beneficial ownership of common stock is 19,564.1188 shares.
• He also acquired 4,928 new Restricted Stock Units (RSUs) at a price of $0.00.
• These new RSUs, along with accumulated dividend equivalents, will convert to common stock on the first anniversary of the grant date or, at his election, in up to three equal annual installments beginning in January of the year following his retirement or separation from the Board.
• His indirect beneficial ownership includes 10,163.4892 shares held by children, 37,608 shares by JOS Credit Shelter Trust, 2,756 shares by Spouse SEP Account, and 3,000 shares by Tipararee, LLC.
• He also directly holds 3,000 Depositary Shares-Non Cumulative Perpetual Sr A, which includes shares held jointly with his spouse.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates a director's continued equity accumulation through standard compensation mechanisms, aligning their interests with shareholders. There are no negative disclosures.

Positives

• Director Michael F. Shirk increased his direct beneficial ownership of Fulton Financial common stock by 3,702.9005 shares through the conversion of previously granted restricted stock units.
• The grant of 4,928 new restricted stock units aligns the director's interests with long-term shareholder value.

Future Outlook

The newly acquired restricted stock units are structured to convert to common stock on the first anniversary of their grant date, or potentially in up to three equal annual installments beginning in January of the year following the reporting person's retirement or separation from the Fulton Financial Corporation Board of Directors, indicating a long-term retention and alignment strategy for director compensation.

Industry Context

This Form 4 filing reflects a routine equity compensation transaction for a director in the financial services industry, where restricted stock units are a common mechanism to align executive and director interests with long-term company performance and shareholder value. Such grants and conversions are standard practice for publicly traded banks and financial institutions like Fulton Financial Corporation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation, with vesting periods and conversion mechanisms, is a widely adopted practice across the financial services sector.
• Companies such as JPMorgan Chase & Co. (JPM), Bank of America Corp. (BAC), and Wells Fargo & Company (WFC) also utilize similar equity-based compensation plans for their directors and executives to promote long-term alignment with shareholder interests.
• The specific terms, such as the conversion upon forfeiture lapse and the option for post-retirement installments, are consistent with best practices in corporate governance aimed at retaining experienced board members and incentivizing sustained performance.

Corporate Governance

Related Party Transactions

• The filing discloses indirect beneficial ownership through family members (children, spouse's SEP account) and trusts (JOS Credit Shelter Trust, Tipararee, LLC), which are common related-party disclosures in insider ownership reports.

Stakeholder Impact

• Shareholders: The transactions demonstrate a director's continued investment and alignment with the company's long-term performance, potentially signaling confidence.

Next Steps

• The newly granted 4,928 restricted stock units are expected to convert to common stock on the first anniversary of their grant date.
• Alternatively, at the reporting person's election, these units may convert in up to three equal annual installments beginning in January of the year following retirement or separation from the Board.

Key Dates

Recommendation

Keywords

Fulton Financial Corp, FULT, SEC Form 4, Beneficial Ownership, Restricted Stock Units, RSU Conversion, Director Compensation, Equity Grant, Insider Transaction, Stock Ownership