8-K
Atlantic Union Bankshares Corp (AUB)
8-K
2026-05-05
For: 2026-05-05
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May 05, 2026
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
ATLANTIC UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 001-39325 | 54-1598552 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
4300 Cox Road
Glen Allen , Virginia **** 23060
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (804) 633-5031
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| | | |||
|---|---|---|---|---|
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $1.33 per share | | AUB | | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/400^th^ Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A | | AUB.PRA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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Item 7.01 Regulation FD Disclosure.
On Tuesday, May 5, 2026, certain of the executive officers of Atlantic Union Bankshares Corporation (the “Company”) are scheduled to present at the Company’s Annual Meeting of Shareholders. The slides that will be presented at the meeting are attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The slides are also available under the Presentations link in the Investor Relations – News & Events section of the Company’s website at https://investors.atlanticunionbank.com.
The information disclosed in and attached to this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | Presentation for the Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation on May 5, 2026 | |
| 104 | | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLANTIC UNION BANKSHARES CORPORATION | |||
|---|---|---|---|
| Date: May 5, 2026 | By: | /s/ Alexander D. Dodd | |
| Alexander D. Dodd | |||
| Executive Vice President and | |||
| Chief Financial Officer | |||
| | | | |
2
Exhibit 99.1
| Annual Shareholders’<br>Meeting May 5, 2026 | ||
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| 2<br>FORWARD-LOOKING STATEMENTS<br>This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding<br>our acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring”), including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our strategic expansion into North Carolina; statements regarding our business, financial and operating<br>results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on<br>our business, loan demand and economic conditions in our markets and nationally; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; statements regarding our strategy, statements that include<br>other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact, and statements on the slides entitled “Capital Management Priorities”, “Medium-Term Financial Targets” ,”Harnessing Organic Power”<br>and “2026 Financial Outlook”. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that<br>may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as<br>“expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of Atlantic Union Bankshares<br>Corporation (the “Company,” “AUB,” “we,” “us” or “our”) and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based on reasonable assumptions within the bounds of our existing knowledge of<br>our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such<br>forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:<br>• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs<br>and our loan and securities portfolios;<br>• economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and<br>customer and client behavior;<br>• U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the<br>economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;<br>• volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with<br>actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions,<br>including us, to attract and retain depositors and to borrow or raise capital;<br>• legislative or regulatory changes and requirements, including changes in federal state or local tax laws and changes impacting<br>the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;<br>• the sufficiency of liquidity and changes in our capital position;<br>• general economic and financial market conditions in the United States generally and particularly in the markets in which we<br>operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in<br>unemployment levels, U.S. fiscal debt, budget and tax matters, U.S. government shutdowns, and slowdowns in economic<br>growth;<br>• the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used<br>regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;<br>• the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American<br>National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of<br>the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or<br>events;<br>• potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of<br>Sandy Spring and American National;<br>• our ability to identify, recruit and retain key employees<br>• monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the<br>Federal Reserve;<br>• the quality or composition of our loan or investment portfolios and changes in these portfolios;<br>• demand for loan products and financial services in our market areas;<br>• our ability to manage our growth or implement our growth strategy;<br>• the effectiveness of expense reduction plans;<br>• the introduction of new lines of business or new products and services;<br>• real estate values in our lending area;<br>• changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;<br>• an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by<br>changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;<br>• concentrations of loans secured by real estate, particularly commercial real estate;<br>• the effectiveness of our credit processes and management of our credit risk;<br>• our ability to compete in the market for financial services and increased competition from fintech companies;<br>• technological risks and developments, and cyber threats, attacks, or events;<br>• emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or<br>increase the risk of a cybersecurity attack or the probability that such an attack would be successful;<br>• operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and<br>integration of potential future acquisitions, whether involving stock or cash consideration;<br>• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts,<br>geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these<br>potential adverse effects may include, without limitation, adverse effects on macroeconomic conditions, the ability of our<br>borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other<br>products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and<br>fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our<br>business operations and on financial markets and economic growth;<br>• performance by our counterparties or vendors;<br>• deposit flows;<br>• the availability of financing and the terms thereof;<br>• the level of prepayments on loans and mortgage-backed securities;<br>• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other<br>things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse<br>consequences;<br>• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible<br>assets, such as goodwill; and<br>• other factors, many of which are beyond our control.<br>Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended<br>December 31, 2025, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be<br>considered in evaluating forward-looking statements, and all forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if<br>substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are<br>made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether because of new information, future events or otherwise, except as required by law. | ||
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| 3<br>ADDITIONAL INFORMATION<br>Non-GAAP Financial Measures<br>This presentation contains certain financial information determined by methods other than<br>in accordance with generally accepted accounting principles in the United States (“GAAP”).<br>These non-GAAP financial measures are a supplement to GAAP, which is used to prepare<br>our financial statements, and should not be considered in isolation or as a substitute for<br>comparable measures calculated in accordance with GAAP. In addition, our non-GAAP<br>financial measures may not be comparable to non-GAAP financial measures of other<br>companies. We use the non-GAAP financial measures discussed herein in our analysis of<br>our performance. Our management believes that these non-GAAP financial measures<br>provide additional understanding of ongoing operations, enhance comparability of results<br>of operations with prior periods, show the effects of significant gains and charges in the<br>periods presented without the impact of items or events that may obscure trends in our<br>underlying performance, or show the potential effects of accumulated other<br>comprehensive income (or AOCI) or unrealized losses on securities on our capital. This<br>presentation also includes certain projections of non-GAAP financial measures. Due to the<br>inherent variability and difficulty associated with making accurate forecasts and<br>projections of information that is excluded from these projected non-GAAP measures, and<br>the fact that some of the excluded information is not currently ascertainable or accessible,<br>we are unable to quantify certain amounts that would be required to be included in the most<br>directly comparable projected GAAP financial measures without unreasonable effort.<br>Consequently, no disclosure of projected comparable GAAP measures is included, and no<br>reconciliation of forward-looking non-GAAP financial information is included.<br>Please see “Reconciliation of Non-GAAP Disclosures” at the end of this presentation for a<br>reconciliation to the nearest GAAP financial measure.<br>No Offer or Solicitation<br>This presentation does not constitute an offer to sell or a solicitation of an offer to buy any<br>securities. No offer of securities shall be made except by means of a prospectus meeting<br>the requirements of the Securities Act of 1933, as amended, and no offer to sell or<br>solicitation of an offer to buy shall be made in any jurisdiction in which such offer,<br>solicitation or sale would be unlawful.<br>Market and Industry Data<br>Unless otherwise indicated, market data and certain industry forecast data used in this<br>presentation were obtained from internal reports, where appropriate, as well as third party<br>sources and other publicly available information. Data regarding the industries and markets<br>in which the Company competes, its market position and market share within these<br>industries are inherently imprecise and are subject to significant business, economic and<br>competitive uncertainties beyond the Company's control. In addition, assumptions and<br>estimates of the Company and its industries' future performance are necessarily subject to<br>a high degree of uncertainty and risk due to a variety of factors. These and other factors<br>could cause future performance to differ materially from assumptions and estimates.<br>About Atlantic Union Bankshares Corporation<br>Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB)<br>is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and<br>ATMs located in Virginia, Maryland, North Carolina and Washington, D.C. Certain non-bank<br>financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment<br>Finance, Inc., which provides equipment financing; AUB Investments, Inc., which provides<br>investment services; and Atlantic Union Capital Markets, Inc., which provides capital<br>market services. | ||
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| 4<br>N O R F O L K<br>V I R G I N I A<br>B E A C H<br>M a ry l a n d<br>V irg in ia<br>No rth C a ro l in a<br>C H A R L O T T E<br>W I L M I N G T O N<br>B A L T I M O R E<br>R A L E I G H<br>G R E E N S B O R O<br>W A S H I N G T O N<br>R O A N O K E<br>S T A U N T O N<br>C H A R L O T T E S V I L L E<br>R I C H M O N D<br>F R E D E R I C K S B U R G<br>HIGHLIGHTS1<br>branches across<br>Virginia, North<br>Carolina and<br>Maryland footprint<br>178<br>largest regional<br>bank in lower Mid-Atlantic, Maryland<br>and Virginia2,3<br>#1<br>$37.3 Billion<br> Assets<br>$27.9 Billion<br> Loans<br>$30.4 Billion<br> Deposits<br>$5.5 Billion<br>Market Capitalization<br>Soundness | Profitability | Growth<br>1. Assets, Loans, Deposits, and Branch Count are as of March 31, 2026. Market Cap as of April 20, 2026.<br>2. Based on deposit market share as of June 30, 2025. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington, D.C., and West Virginia<br>3. Regional banks defined as U.S. Banks with <$100 Billion in assets<br>OUR COMPANY<br>Branch (178) LPO (2)<br>Largest Regional Bank Headquartered in the Lower Mid-Atlantic |
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| 5<br>Our Core Values<br>Continue to<br>Make us<br>Successful<br>CARING<br>Working together toward<br>common goals, acting with<br>kindness, respect, and a genuine<br>concern for others.<br>COURAGEOUS<br>Speaking openly, honestly,<br>and accepting our challenges<br>and mistakes as opportunities to<br>learn and grow.<br>COMMITTED<br>Driven to help our clients,<br>Teammates, and company<br>succeed, doing what is right and<br>accountable for our actions.<br>Select awards received over the last three years | ||
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| 6<br>Harnessing Organic Power<br>With the franchise now established, our focus is on maximizing its potential:<br>We Believe AUB<br>Was Built For<br>This Moment<br>We have invested the capital,<br>built the platform, and<br>assembled the team. Now is the<br>time to demonstrate the power<br>of what we have built—<br>delivering sustainable, top-tier<br>performance and returns.<br>Organic growth<br>Deepening relationships,<br>growing our company<br>organically, and leveraging our<br>scale efficiently.<br>Capital generation<br>Shifting from capital<br>deployment to capital<br>creation, targeting top tier<br>returns, earnings growth,<br>and tangible book value per<br>share growth.<br>Disciplined execution<br>Delivering on the promises<br>made to our stakeholders. | ||
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| AUB Franchise Perspectives | ||
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| 8<br>Since May 6, 2025<br>AUB TOTAL SHAREHOLDER RETURN RELATIVE TO KRX INDEX<br>Source: Capital IQ for the period between May 6, 2025 and May 1, 2026 | ||
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| 9<br>Source: Most recent data available from S&P Global; Bureau of Economic Analysis, Bureau of Labor Statistics<br>Our Markets<br># State<br>Pop.<br>(Millions)<br>1 California 39.4<br>2 Texas 32.0<br>3 Florida 24.0<br>4 New York 19.9<br>5 Pennsylvania 13.1<br>6 Illinois 12.7<br>7 Ohio 11.9<br>8 Georgia 11.3<br># State HHI ($)<br>1 District of Columbia 117,508<br>2 Massachusetts 109,065<br>3 New Jersey 108,801<br>4 Maryland 107,134<br>5 New Hampshire 106,667<br>6 California 105,694<br>7 Washington 105,641<br>8 Hawaii 105,239<br># State<br>GDP<br>($Billions)<br>1 California 4,251<br>2 Texas 2,904<br>3 New York 2,468<br>4 Florida 1,835<br>5 Illinois 1,202<br>6 Pennsylvania 1,056<br>7 Ohio 967<br>8 Georgia 925<br># State<br>Pop.<br>(Millions)<br>9 North Carolina 11.2<br>10 Michigan 10.2<br>11 New Jersey 9.6<br>12 Virginia 8.9<br>13 Washington 8.0<br>14 Arizona 7.7<br>15 Tennessee 7.3<br>18 Maryland 6.3<br># State HHI ($)<br>9 Utah 103,211<br>10 Connecticut 102,592<br>11 Colorado 102,130<br>12 Virginia 99,769<br>13 Alaska 96,366<br>14 Minnesota 95,088<br>15 Rhode Island 93,626<br>37 North Carolina 79,045<br># State<br>GDP<br>($Billions)<br>9 Washington 895<br>10 North Carolina 894<br>11 New Jersey 887<br>12 Massachusetts 820<br>13 Virginia 798<br>14 Michigan 730<br>15 Arizona 598<br>18 Maryland 568<br>MEDIAN HOUSEHOLD INCOME ($)<br>2026 POPULATION<br>( M I LLI O N S )<br>2025 GDP<br>( $ B I LLI O N S )<br>UNEMPLOYMENT BY STATE<br># State<br>January 2026<br>(%)<br>1 South Dakota 2.2<br>1 Hawaii 2.2<br>3 North Dakota 2.6<br>4 Vermont 2.7<br>4 Alabama 2.7<br>6 Nebraska 3.0<br>7 New Hampshire 3.2<br>8 Wisconsin 3.3<br># State<br>January 2026<br>(%)<br>8 Maine 3.3<br>10 Indiana 3.4<br>10 Iowa 3.4<br>17 Virginia 3.7<br>19 North Carolina 3.8<br>25 Maryland 4.3<br>51 District of<br>Columbia 6.7<br>National Rate 4.3 | ||
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| 10<br>Growth opportunity in all three states<br>Source: SNL Financial and FDIC deposit data<br>Deposit and branch data as of 6/30/25 which is presented on a pro forma basis for any announced transactions<br>Note: Excludes branches with deposits greater than $6.0 billion<br>Market Opportunity in Virginia, Maryland, and North Carolina<br>NORTH<br>CAROLINA<br>A LL B A N K S<br>MARYL AND<br>A LL B A N K S<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Truist Financial Corp. $42,730 18.0% 275<br>2 Wells Fargo & Co. 38,469 16.2 217<br>3 First Citizens BancShares Inc. 26,166 11.0 197<br>4 Bank of America Corp. 20,848 8.8 107<br>5 PNC Financial Services Group Inc. 11,463 4.8 101<br>6 First Bancorp 9,514 4.0 101<br>7 F.N.B. Corp. 8,911 3.8 94<br>8 Fifth Third Bancorp 7,676 3.2 83<br>9 First Horizon Corp. 7,099 3.0 78<br>10 Pinnacle Financial Partners Inc. 6,936 2.9 48<br>26 Atlantic Union Bankshares Corp. 892 0.4 11<br>Top 10 Banks $179,812 75.7% 1,301<br>All Institutions in Market $236,907 100.0% 2,004<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Bank of America Corp. $28,432 16.1% 115<br>2 Truist Financial Corp. 22,129 12.5 138<br>3 M&T Bank Corp. 18,687 10.6 157<br>4 PNC Financial Services Group Inc. 17,919 10.1 118<br>5 Wells Fargo & Co. 11,895 6.7 74<br>6 Capital One Financial Corp. 11,342 6.4 42<br>7 Atlantic Union Bankshares Corp 9,628 5.4 40<br>8 Eagle Bancorp Inc. 6,847 3.9 7<br>9 Forbright Inc. 6,012 3.4 3<br>10 Shore Bancshares Inc. 4,859 2.8 35<br>Top 10 Banks $137,750 77.9% 729<br>All Institutions in Market $176,978 100.0% 1,150<br>Growth<br>Opportunity<br>Growth<br>Opportunity<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Truist Financial Corp $48,785 21.3% 259<br>2 Wells Fargo & Co 33,151 14.5 178<br>3 Bank of America Corp. 23, 985 10.5 98<br>4 Atlantic Union Bankshares Corp 20,447 8.9 131<br>5 TowneBank 12,748 5.6 59<br>6 United Bankshares Inc. 9,571 4.2 80<br>7 PNC Financial Services Group Inc. 5,344 2.3 53<br>8 Capital One Financial Corp. 4,093 1.8 20<br>9 Burke & Herbert 3,555 1.6 37<br>10 Carter Bank & Trust 3,519 1.5 52<br>Top 10 Banks $165,198 72.2% 967<br>All Institutions in Market $229,230 100.0% 1,852<br>VIRGINIA<br>A LL B A N K S<br>VIRGINIA<br>BANKS<br>HEADQUART ERE D<br>IN VA<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Atlantic Union Bankshares Corp. $20,447 23.9% 131<br>2 TowneBank 12,748 14.9 59<br>3 Capital One Financial Corp. 4,093 4.8 20<br>4 Burke & Herbert 3,555 4.2 37<br>5 Carter Bank & Trust 3,519 4.1 52<br>6 Primis Financial Corp 3,169 3.7 26<br>7 First Bancorp Inc. 3,004 3.5 21<br>8 C&F Financial Corp 2,261 2.7 31<br>9 Blue Ridge Bankshares Inc. 2,018 2.4 29<br>10 FVCBankcorp Inc. 1,793 2.1 5<br>Top 10 Banks $56,607 66.3% 411<br>All Institutions in Market $88,446 100.0% 829<br>Growth<br>Opportunity<br>Franchise<br>Strength | ||
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| Financial Results | ||
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| 12<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Note: all tables presented dollars in thousands, except per share amounts<br>2025 FINANCIAL PERFORMANCE AT-A-GLANCE<br>SUM M ARIZED INCOM E STATEM ENT<br>For the years ended December 31<br>2025 2024 $ Change % Change<br>Net interest income $1,154,913 $698,539 $456,374 65.3%<br>- Provision for credit losses 141,788 50,089 91,699 183.1%<br>+ Noninterest income 219,436 118,878 100,558 84.6%<br>- Noninterest expense 895,570 507,534 388,036 76.5%<br>- Income tax expense 63,276 50,663 12,613 24.9%<br>Net income (GAAP) $273,715 $209,131 $64,584 30.9%<br>- Dividends on preferred stock 11,868 11,868 — 0.0%<br>Net income available to common shareholders (GAAP) $261,847 $197,263 $64,584 32.7%<br>+ Merger-related costs, net of tax 124,590 33,476 91,114 NM<br>+ FDIC special assessment, net of tax — 664 (664) (100.0%)<br>+ Deferred tax asset write-down — 4,774 (4,774) (100.0%)<br>+ CECL Day 1 non-PCD loans and RUC provision expense, net of tax 77,742 11,520 66,222 NM<br>- Loss on sale of securities, net of tax (62) (5,129) 5,067 (98.8%)<br>- Gain on CRE loan sale, net of tax 8,405 — 8,405 NM<br>- Gain on sale of equity interest in CSP, net of tax 10,994 — 10,994 NM<br>Adjusted operating earnings available to common shareholders (non-GAAP)1 $444,842 $252,826 $192,016 75.9%<br>NM - Not meaningful<br>ADJUSTED OPERATING EARNINGS METRICS - NON-GAAP1<br>For the years ended December 31<br>2025 2024<br>Adjusted operating earnings available to common shareholders $444,842 $252,826<br>Adjusted operating common EPS, diluted $3.44 $2.88<br>Core net interest margin (FTE) 3.32% 3.15%<br>Adjusted operating ROA 1.33% 1.11%<br>Adjusted operating ROTCE 20.41% 16.85%<br>Adjusted operating efficiency ratio (FTE) 49.68% 53.31%<br>Adjusted operating PTPP earnings (FTE) $627,627 $372,460<br>PTPP = Pre-tax Pre-provision<br>EARNINGS METRICS<br>For the years ended December 31<br>2025 2024<br>Net Income available to common shareholders $261,847 $197,263<br>Common EPS, diluted $2.03 $2.24<br>ROE 6.16% 7.04%<br>ROTCE (non-GAAP)1<br>12.82% 13.35%<br>ROA 0.80% 0.88%<br>Efficiency ratio 65.16% 62.09%<br>Efficiency ratio (FTE)1<br>64.36% 60.95%<br>Net interest margin 3.74% 3.27%<br>Net interest margin (FTE)1<br>3.80% 3.34% | ||
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| 13<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Note: all tables presented dollars in thousands, except per share amounts<br>Q1 2026 FINANCIAL PERFORMANCE AT-A-GLANCE<br>SUMMARIZED INCOME STATEMENT<br>1Q2026 4Q2025 $ Change % Change<br>Net interest income $312,373 $330,168 ($17,795) (5.4%)<br>- Provision for credit losses 2,737 2,211 526 23.8%<br>+ Noninterest income 54,783 57,000 (2,217) (3.9%)<br>- Noninterest expense 209,810 243,243 (33,433) (13.7%)<br>- Income tax expense 32,444 29,748 2,696 9.1%<br>Net income (GAAP) $122,165 $111,966 $10,199 9.1%<br>- Dividends on preferred stock 2,967 2,967 — 0.0%<br>Net income available to common shareholders (GAAP) $119,198 $108,999 $10,199 9.4%<br>+ Merger-related costs, net of tax 6,956 29,742 (22,786) (76.6%)<br>- Gain on sale of securities, net of tax 2 2 — 0.0%<br>- Gain on sale of equity interest in CSP, net of tax — 340 (340) (100.0%)<br>Adjusted operating earnings available to common shareholders (non-GAAP)1<br>$126,152 $138,399 ($12,247) (8.8%)<br>EARNINGS METRICS<br>1Q2026 4Q2025<br>Net Income available to common shareholders $119,198 $108,999<br>Common EPS, diluted $0.84 $0.77<br>ROE 9.78% 8.97%<br>ROTCE (non-GAAP)1<br>18.63% 17.85%<br>ROA 1.33% 1.19%<br>Efficiency ratio 57.14% 62.83%<br>Efficiency ratio (FTE)1<br>56.45% 62.09%<br>Net interest margin 3.80% 3.90%<br>Net interest margin (FTE)1<br>3.85% 3.96%<br>ADJUSTED OPERATING EARNINGS METRICS - NON-GAAP1<br>1Q2026 4Q2025<br>Adjusted operating earnings available to common shareholders $126,152 $138,399<br>Adjusted operating common EPS, diluted $0.89 $0.97<br>Core net interest margin (FTE) 3.45% 3.41%<br>Adjusted operating ROA 1.41% 1.50%<br>Adjusted operating ROTCE 19.62% 22.12%<br>Adjusted operating efficiency ratio (FTE) 49.86% 47.77%<br>Adjusted operating PTPP earnings (FTE) $170,928 $186,713<br>PTPP = Pre-tax Pre-provision | ||
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| 14 Data as of or for the twelve months ended each respective year<br>STRONG TRACK RECORD OF PERFORMANCE (GAAP)<br>$1.93<br>$3.26 $2.97 $2.53 $2.24 $2.03<br>2020 2021 2022 2023 2024 2025<br>6.14%<br>9.68% 9.51% 8.27% 7.04% 6.16%<br>2020 2021 2022 2023 2024 2025<br>60.19% 61.91%<br>57.46%<br>61.32% 62.09%<br>65.16%<br>2020 2021 2022 2023 2024 2025<br>0.83%<br>1.32% 1.18%<br>0.98% 0.88% 0.80%<br>2020 2021 2022 2023 2024 2025<br>EARNINGS PER SHARE, DILUTED<br>AVAILABLE TO COMMON SHAREHOLDERS ($) RETURN ON EQUITY (ROE) (%)<br>RETURN ON ASSETS (ROA) (%) EFFICIENCY RATIO (%) | ||
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| 15<br>Strong Track Record of Performance (Non-GAAP)<br>Data as of or for the twelve months ended each respective year, except for Q1 2026 which is as of the three months ended March 31, 2026<br>2022 – 2025 peer group comparisons are from 2025 peer group used by our compensation committee as disclosed in our definitive proxy statement filed with the SEC on March 25, 2026. Q1 2026 peer group is the 2026 peer group as defined by<br>our compensation committee, which consists of publicly traded U.S. banks with assets (as of the end of the first quarter of 2026) ranging from approximately 59% to 329% of our asset size, taking into account the “compatibility” and<br>“comparability” of each company by reviewing, among other things, asset size, geographical location, business model and practices. Peer data per SP Global Intelligence<br>Non-GAAP financial measure; See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures”<br>ADJUSTED OPERATING RETURN<br>ON TANGIBLE COMMON EQUITY (ROTCE %)1<br>ADJUSTED OPERATING RETURN ON ASSETS<br>(ROA %)1<br>ADJUSTED OPERATING EFFICIENCY RATIO<br>(FTE %)1<br>17.1% 17.2% 16.9%<br>20.4% 19.6%<br>2022 2023 2024 2025 Q1 2026<br>54.7% 54.2%<br>53.3%<br>49.7% 49.9%<br>2022 2023 2024 2025 Q1 2026<br>1.16% 1.14% 1.11%<br>1.33% 1.41%<br>2022 2023 2024 2025 Q1 2026<br>19.6%<br>16.1% 14.8%<br>Q1 2026 AUB Q1 2026 Peer Top<br>Quatile<br>Q1 2026 Peer Median<br>1.41%<br>1.60%<br>1.41%<br>Q1 2026 AUB Q1 2026 Peer Top<br>Quartile<br>Q1 2026 Peer Median<br>49.9%<br>47.8%<br>53.6%<br>Q1 AUB 2026 Q1 2026 Peer Top<br>Quartile<br>Q1 2026 Peer Median<br>Q1 2026 AUB Top Quartile Performance Q1 2026 AUB Median Quartile Performance<br>Peer<br>Group 2022 2023 2024 2025<br>Top<br>Quartile 17.3% 17.3% 15.4% 18.6%<br>Median 15.7% 15.0% 14.2% 16.2%<br>Peer<br>Group 2022 2023 2024 2025<br>Top<br>Quartile 1.33% 1.24% 1.30% 1.53%<br>Median 1.21% 1.04% 1.11% 1.41%<br>Peer<br>Group 2022 2023 2024 2025<br>Top<br>Quartile 52% 52% 56% 49%<br>Median 56% 60% 57% 53%<br>Q1 2026 AUB Median Performance | ||
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| 16<br>CAPITAL RATIO<br>REGULATORY WELL<br>CAPITALIZED<br>MINIMUMS<br>REPORTED PRO FORMA INCLUDING AOCI<br>& HTM UNREALIZED LOSSES<br>ATLANTIC UNION<br>BANKSHARES<br>ATLANTIC<br>UNION BANK<br>ATLANTIC<br>UNION<br>BANKSHARES<br>ATLANTIC<br>UNION BANK<br>Common Equity Tier 1 Ratio<br>(CET1) 6.5% 10.2% 13.1% 9.2% 12.1%<br>Tier 1 Capital Ratio 8.0% 10.8% 13.1% 9.7% 12.1%<br>Total Risk Based Capital Ratio 10.0% 14.0% 14.1% 13.0% 13.0%<br>Leverage Ratio 5.0% 9.3% 11.3% 8.4% 10.4%<br>Tangible Equity to Tangible<br>Assets (non-GAAP)1<br>- 8.5% 10.5% 8.4% 10.4%<br>Tangible Common Equity Ratio<br>(non-GAAP) 1<br>- 8.0% 10.5% 7.9% 10.4%<br>As of 3/31/2026 As of 12/31/2025 % Change<br>Tangible Book Value per share<br>(non-GAAP) 1 - $19.93 $19.69 1.2%<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>* Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports<br>STRONG CAPITAL POSITION CAPITAL MANAGEMENT STRATEGY<br>ATLANTIC UNION CAPITAL MANAGEMENT<br>OBJECTIVES ARE TO:<br>• Maintain designation as a “well capitalized”<br>institution.<br>• Ensure capital levels are commensurate with<br>the Company’s risk profile, capital stress test<br>projections, and strategic plan objectives.<br>THE COMPANY’S CAPITAL RATIOS ARE WELL<br>ABOVE REGULATORY WELL CAPITALIZED LEVELS<br>AS OF MARCH 31, 2026<br>• On a pro forma standalone basis, the Company<br>and the Bank would be well capitalized if<br>unrealized losses on securities were realized at<br>March 31, 2026.<br>CAPITAL MANAGEMENT ACTIONS<br>• During the first quarter of 2026, the Company<br>paid a common stock dividend of 37 cents per<br>share, which was the same as the fourth quarter<br>of 2025, and an increase of 8.8% from the first<br>quarter of 2025 dividend amount.<br>• During the first quarter of 2026, the Company<br>paid dividends of $171.88 per outstanding share<br>of Series A Preferred Stock<br>At March 31, 2026 | ||
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| 17<br>Capital Management Priorities<br>Data as of or for the twelve months ended each respective year, except for Q1 2026 which is for the three months ended March 31, 2026. Total Common shareholder payout includes common share repurchases, common share<br>dividends and adjusted operating earnings available to common shareholders (Non-GAAP).<br>1) See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures”<br>CONSOLIDATED COMMON EQUITY TIER 1 CAPITAL RATIO<br>9.9%<br>10.2%<br>10.3%<br>10.2%<br>10.0%<br>9.8%<br>10.0%<br>10.1%<br>10.2%<br>2018 2019 2020 2021 2022 2023 2024 2025 Q1 2026<br>Target Range 9.5%-10.5%<br>(We consider CET1 ratio > 10.5% at the holding company to be excess capital)<br>CAPITAL PRIORITIES<br>COMMON DIVIDEND<br>PAYOUT RATIO TARGET<br>OF 35%-45%<br>COMMON SHARE<br>REPURCHASES<br>SUPPORT ORGANIC<br>GROWTH<br>$ (000s) 2018 2019 2020 2021 2022 2023 2024 2025 Q1 2026 Total<br>Common<br>Dividends $58,001 $78,345 $78,860 $84,307 $86,899 $91,417 $112,007 $180,265 $52,750 $822,851<br>Share<br>Buybacks — $80,280 $49,879 $125,000 $48,231 — — — — $303,390<br>Total $58,001 $158,625 $128,739 $209,307 $135,130 $91,417 $112,007 $180,265 $52,750 $1,126,241<br>$0.88<br>$0.96 $1.00<br>$1.09<br>$1.16 $1.22<br>$1.30<br>$1.39<br>2018 2019 2020 2021 2022 2023 2024 2025<br>ADJUSTED OPERATING EARNINGS RETURNED TO COMMON SHAREHOLDERS1<br>32%<br>70%<br>74% 77%<br>62%<br>41% 44% 41% 42%<br>2018 2019 2020 2021 2022 2023 2024 2025 Q1<br>2026<br>7% 7-year CAGR<br>ANNUAL COMMON STOCK<br>DIVIDEND GROWTH | ||
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| 18<br>We expect to achieve these financial targets in 2026<br>19% – 20%<br>Return on Tangible<br>Common Equity<br>1.4% –1.5%<br>Return on Assets<br>46% – 48%<br>18<br>Medium-Term<br>Financial<br>Targets1<br>KEY FINANCIAL PERFORMANCE OPERATING METRICS BENCHMARKED AGAINST TOP QUARTILE PROXY PEERS<br>Efficiency Ratio (FTE)<br>Atlantic Union is committed to achieving top tier financial performance and<br>providing our shareholders with above average returns on their investment<br>regardless of the operating environment<br>1. Medium-term is 2026 to 2027 | ||
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| 19<br>2026 Financial Outlook<br>1. Information on this slide is presented as of April 21, 2026, reflects the Company’s financial outlook, certain of the Company’s financial targets, and key economic and other assumptions, and will not be updated or affirmed unless and until the<br>Company publicly announces such an update or affirmation. The 2026 financial outlook, the Company’s financial targets and the key economic assumptions contain forward-looking statements. These statements are based on current beliefs and<br>expectations of our management and are subject to significant risks and uncertainties, including, but not limited to, volatility and uncertainty in the macro economic environment, changes in federal and state governmental policies, the imposition<br>or expansion of tariffs, sustained inflationary pressures, macroeconomic conditions, and geopolitical instability. As a result, actual results or conditions may differ materially. See the information set forth below the heading “Forward-Looking<br>Statements” on slide 2 of this presentation.<br>2. Refer to “Additional Information” slide and Appendix for non-GAAP disclosures.<br>FULL YEAR 2026 OUTLOOK 1<br>Loans (end of period) $29.0 – 30.0 billion<br>Deposits (end of period) $31.0 – 32.0 billion<br>Credit Outlook<br>ACL to loans: ~115 – 120 bps<br>Net charge-off ratio: ~10 – 15 bps<br>Net Interest Income (FTE) 2 ~$1.34 - $1.35 billion<br>Net Interest Margin (FTE) 2 ~3.90% - 4.00%<br>Noninterest Income ~$220 - $230MM<br>Adjusted Operating Noninterest Expense2<br>(excludes amortization of intangible assets)<br>~$742- $752MM<br>Amortization of intangible assets ~$60MM<br>Tangible Book Value Growth Per Share ~12-15% growth<br>• The Federal Reserve Bank does not cut<br>the fed funds rate in 2026 and term rates<br>remain stable<br>• Assumes moderate GDP growth and a<br>stable economy in AUB’s branch footprint<br>• Expect Virginia, Maryland, and North<br>Carolina unemployment rate to rise<br>but remain below the national<br>unemployment rate in 2026<br>KEY ASSUMPTIONS1 | ||
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| 20<br>Dense, uniquely valuable presence<br>across attractive markets<br>FINANCIAL<br>STRENGTH<br>Solid balance sheet &<br>capital levels<br>PEER-LEADING<br>PERFORMANCE<br>Committed to top-tier<br>financial performance<br>ATTRACTIVE<br>FINANCIAL<br>PROFILE<br>Solid dividend yield<br>& payout ratio with<br>earnings upside<br>STRONG GROWTH<br>POTENTIAL<br>Organic & acquisition<br>opportunities<br>OUR<br>SHAREHOLDER<br>VALUE<br>PROPOSITION<br>Positioned for growth and long-term shareholder value creation as a<br>preeminent regional bank with a leading presence in attractive markets<br>LEADING REGIONAL<br>PRESENCE | ||
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| 2026 Annual Meeting<br>APPENDIX | ||
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| 22<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>We have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial<br>measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for<br>comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial<br>measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that<br>these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior<br>periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in<br>our underlying performance or show the potential effects of accumulated other comprehensive income or unrealized losses on held to maturity securities<br>on our capital.<br>Due to the impact of completing the Sandy Spring acquisition in the second quarter of 2025 and the acquisition of American National Bankshares in the<br>second quarter of 2024, we updated our non-GAAP operating measures beginning in the second quarter of 2025 to exclude the CECL Day 1 non-PCD<br>loans and RUC provision expense. The CECL Day 1 non-PCD loans and RUC provision expense is comprised of the initial provision expense on non-PCD<br>loans, which represents the CECL “double count” of the non-PCD credit mark, and the additional provision for unfunded commitments. The Company<br>does not view the CECL Day 1 non-PCD loans and RUC provision expense as organic costs to run the Company’s business and believes this updated<br>presentation provides investors with additional information to assist in period-to-period and company-to-company comparisons of operating<br>performance, which will aid investors in analyzing the Company’s performance. Prior period non-GAAP operating measures presented in this presentation<br>have been recast to conform to this updated presentation. | ||
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| 23<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Adjusted operating measures exclude, as<br>applicable, merger-related costs, FDIC<br>special assessments, legal reserves<br>associated with our previously disclosed<br>settlement with the Consumer Financial<br>Protection Bureau (“CFPB”), strategic cost<br>savings initiatives (principally composed of<br>severance charges related to headcount<br>reductions, costs related to modifying<br>certain third party vendor contracts, and<br>charges for exiting certain leases), strategic<br>branch closing and related facility<br>consolidation costs (principally composed<br>of real estate, leases and other asset write<br>downs, as well as severance and expense<br>reduction initiatives), the net loss related to<br>balance sheet repositioning (principally<br>composed of gains and losses on debt<br>extinguishment, and charges for exiting<br>certain leases), deferred tax asset write-down, CECL Day 1 non-PCD loans and RUC<br>provision expense, rebranding costs, gain<br>(loss) on sale of securities, gain on sale-leaseback transaction, gain on CRE loan<br>sale, gain on sale of Dixon, Hubard, Feinour<br>& Brown, Inc. (“DHFB”), gain on sale of<br>equity interest in Cary Street Partners<br>(“CSP”), and gain on the sale of Visa, Inc.<br>Class B common stock. The Company<br>believes these non-GAAP adjusted<br>measures provide investors with important<br>information about the continuing economic<br>results of the Company’s operations.<br>ADJUSTED OPERATING EARNINGS & FINANCIAL METRICS<br>For the three months ended For the years ended<br>(Dollars in thousands, except outstanding share and per share<br>amounts) March 31, 2026 December 31, 2025 2025 2024 2023 2022 2021 2020 2019 2018<br>Operating Measures<br>Net Income (GAAP) $ 122,165 $ 111,966 $ 273,715 $ 209,131 $ 201,818 $ 234,510 $ 263,917 $ 158,228 $ 193,528 $ 146,248<br>Plus: Merger-related costs, net of tax 6,956 29,742 124,590 33,476 2,850 — — — 22,296 32,065<br>Plus: FDIC special assessment, net of tax — — — 664 2,656 — — — — —<br>Plus: Legal reserve, net of tax — — — — 6,809 — — — — —<br>Plus: Strategic cost saving initiatives, net of tax — — — — 9,959 — — — — —<br>Plus: Strategic branch closing and facility consolidation costs, net of<br>tax<br>— — — — — 4,351 13,775 5,343 — 849<br>Plus: Net loss related to balance sheet repositioning, net of tax — — — — — — 11,609 25,979 12,953 —<br>Plus: Deferred tax asset write-down — — — 4,774 — — — — — —<br>Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of<br>tax<br>— — 77,742 11,520 — — — — — —<br>Plus: Rebranding costs, net of tax — — — — — — — 5,099 —<br>Less: Gain (loss) on sale of securities, net of tax 2 2 (62) (5,129) (32,381) (2) 69 9,712 6,063 303<br>Less: Gain on sale-leaseback transaction, net of tax — — — — 23,367 — — — — —<br>Less: Gain on CRE loan sale, net of tax — — 8,405 — — — — — — —<br>Less: Gain on sale of DHFB, net of tax — — — — — 7,984 — — — —<br>Less: Gain on sale of equity interest in CSP, net of tax — 340 10,994 — — — — — — —<br>Less: Gain on Visa, Inc. Class B common stock, net of tax — — — — — — 4,058 — — —<br>Adjusted operating earnings (non-GAAP) $ 129,119 $ 141,366 $ 456,710 $ 264,694 $ 233,106 $ 230,879 $ 285,174 $ 179,838 $ 227,813 $ 179,859<br>Less: Dividends on preferred stock 2,967 2,967 11,868 11,868 11,868 11,868 11,868 5,658 — —<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 126,152 $ 138,399 $ 444,842 $ 252,826 $ 221,238 $ 219,011 $ 273,306 $ 174,180 $ 227,813 $ 179,859<br>Earnings per share (EPS)<br>Weighted average common shares outstanding, diluted 142,280,978 142,118,797 129,161,421 87,909,237 74,962,363 74,953,398 77,417,801 78,875,668 80,263,557 65,908,573<br>EPS available to common shareholders, diluted (GAAP) $ 0.84 $ 0.77 $ 2.03 $ 2.24 $ 2.53 $ 2.97 $ 3.26 $ 1.93 $ 2.41 $ 2.22<br>Adjusted operating EPS available to common shareholders, diluted<br>(non-GAAP) $ 0.89 $ 0.97 $ 3.44 $ 2.88 $ 2.95 $ 2.92 $ 3.53 $ 2.21 $ 2.84 $ 2.71<br>Dividends on common shares $ 52,750 $ 52,750 $ 180,265 $ 112,007 $ 91,417 $ 86,899 $ 84,307 $ 78,860 $ 78,345 $ 58,001<br>Share buybacks — — — — — 48,231 125,000 49,879 80,280 —<br>Total return to common shareholders $ 52,750 $ 52,750 $ 180,265 $ 112,007 $ 91,417 $ 135,130 $ 209,307 $ 128,739 $ 158,625 $ 58,001<br>Net Income (GAAP) Returned to Common Shareholders 43% 47% 66% 54% 45% 58% 79% 81% 82% 40%<br>Adjusted Operating Earnings Returned to Common Shareholders<br>(non-GAAP) 42% 38% 41% 44% 41% 62% 77% 74% 70% 32% | ||
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| 24<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>The Company believes net interest income (FTE),<br>total revenue (FTE), and total adjusted revenue<br>(FTE), which are used in computing net interest<br>margin (FTE), efficiency ratio (FTE) and adjusted<br>operating efficiency ratio (FTE), provide valuable<br>additional insight into the net interest margin and<br>the efficiency ratio by adjusting for differences in<br>tax treatment of interest income sources. The<br>entire FTE adjustment is attributable to interest<br>income on earning assets, which is used in<br>computing the yield on earning assets. Interest<br>expense and the related cost of interest-bearing<br>liabilities and cost of funds ratios are not affected<br>by the FTE components. The adjusted operating<br>efficiency ratio (FTE) excludes, as applicable, the<br>amortization of intangible assets, losses related to<br>balance sheet repositioning (principally composed<br>of gains and losses on debt extinguishment),<br>merger-related costs, FDIC special assessments,<br>strategic cost savings initiatives (principally<br>composed of severance charges related to<br>headcount reductions, costs related to modifying<br>certain third party vendor contracts, and charges<br>for exiting certain leases), legal reserves<br>associated with our previously disclosed<br>settlement with the CFBP, strategic branch closing<br>and facility consolidation costs (principally<br>composed of real estate, leases and other asset<br>write downs, as well as severance and expense<br>reduction initiatives), gain (loss) on sale of<br>securities, gain on sale-leaseback transaction,<br>gain on sale of DHFB, gain on CRE loan sale, gain<br>on sale of equity interest in CSP, and gain on sale<br>of Visa, Inc. Class B common stock. This measure<br>is similar to the measure used by the Company<br>when analyzing corporate performance and is also<br>similar to the measure used for incentive<br>compensation. The Company believes this<br>adjusted measure provides investors with<br>important information about the continuing<br>economic results of the Company’s operations.<br>ADJUSTED OPERATING EFFICIENCY RATIO<br>For the three months ended For the years ended<br>(Dollars in thousands) March 31, 2026 December 31, 2025 2025 2024 2023 2022 2021<br>Operating Efficiency Ratio<br>Noninterest expense (GAAP) $ 209,810 $ 243,243 $ 895,570 $ 507,534 $ 430,371 $ 403,802 $ 419,195<br>Less: Amortization of intangible assets 15,446 17,692 59,668 19,307 8,781 10,815 13,904<br>Less: Losses related to balance sheet repositioning — — — — — — 14,695<br>Less: Merger-related costs 9,034 38,626 157,278 40,018 2,995 — —<br>Less: FDIC special assessment — — — 840 3,362 — —<br>Less: Strategic cost saving initiatives — — — — 12,607 — —<br>Less: Legal reserve — — — — 8,300 — —<br>Less: Strategic branch closing and facility consolidation costs — — — — — 5,508 17,437<br>Adjusted operating noninterest expense (non-GAAP) $ 185,330 $ 186,925 $ 678,624 $ 447,369 $ 394,326 $ 387,479 $ 373,159<br>Noninterest income (GAAP) $ 54,783 $ 57,000 $ 219,436 $ 118,878 $ 90,877 $ 118,523 $ 125,806<br>Less: Gain (loss) on sale of securities 2 2 (81) (6,493) (40,989) (3) 87<br>Less: Gain on sale-leaseback transaction — — — — 29,579 — —<br>Less: Gain on sale of DHFB — — — — — 9,082 —<br>Less: Gain on CRE loan sale — — 10,915 — — — —<br>Less: Gain on sale of equity interest in CSP — 457 14,757 — — — —<br>Less: Gain on Visa, Inc. Class B common stock — — — — — — 5,137<br>Adjusted operating noninterest income (non-GAAP) $ 54,781 $ 56,541 $ 193,845 $ 125,371 $ 102,287 $ 109,444 $ 120,582<br>Net interest income (GAAP) $ 312,373 $ 330,168 $ 1,154,913 $ 698,539 $ 611,013 $ 584,261 $ 551,260<br>Noninterest income (GAAP) 54,783 57,000 219,436 118,878 90,877 118,523 125,806<br>Total revenue (GAAP) $ 367,156 $ 387,168 $ 1,374,349 $ 817,417 $ 701,890 $ 702,784 $ 677,066<br>Net interest income (FTE) (non-GAAP) $ 316,923 $ 334,789 $ 1,172,074 $ 713,765 $ 625,923 $ 599,134 $ 563,851<br>Adjusted operating noninterest income (non-GAAP) 54,781 56,541 193,845 125,371 102,287 109,444 120,582<br>Total adjusted revenue (FTE) (non-GAAP) $ 371,704 $ 391,330 $ 1,365,919 $ 839,136 $ 728,210 $ 708,578 $ 684,433<br>Efficiency ratio (GAAP) 57.14% 62.83% 65.16% 62.09% 61.32% 57.46% 61.91%<br>Efficiency ratio FTE (non-GAAP) 56.45% 62.09% 64.36% 60.95% 60.04% 56.27% 60.78%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 49.86% 47.77% 49.68% 53.31% 54.15% 54.68% 54.52% | ||
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| 25<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Tangible assets and tangible common equity are used<br>in the calculation of certain profitability, capital, and<br>per share ratios. The Company believes tangible<br>assets, tangible common equity and the related ratios<br>are meaningful measures of capital adequacy because<br>they provide a meaningful base for period-to-period<br>and company-to-company comparisons, which the<br>Company believes will assist investors in assessing the<br>capital of the Company and its ability to absorb<br>potential losses. The Company believes tangible<br>common equity is an important indication of its ability<br>to grow organically and through business<br>combinations as well as its ability to pay dividends and<br>to engage in various capital management strategies.<br>The Company believes that ROTCE is a meaningful<br>supplement to GAAP financial measures and is useful<br>to investors because it measures the performance of a<br>business consistently across time without regard to<br>whether components of the business were acquired or<br>developed internally. Adjusted operating measures<br>exclude, as applicable, merger-related costs, FDIC<br>special assessments, legal reserves associated with<br>our previously disclosed settlement with the CFPB,<br>strategic cost savings initiatives (principally composed<br>of severance charges related to headcount reductions,<br>costs related to modifying certain third party vendor<br>contracts and charges for exiting certain leases),<br>strategic branch closing and related facility<br>consolidation costs (principally composed of real<br>estate, leases and other asset write downs, as well as<br>severance and expense reduction initiatives), the net<br>loss related to balance sheet repositioning (principally<br>composed of gains and losses on debt<br>extinguishment), deferred tax asset write-down, CECL<br>Day 1 non-PCD loans and RUC provision expense, gain<br>(loss) on sale of securities, gain on sale-leaseback<br>transaction, gain on CRE loan sale, gain on sale of<br>DHFB, gain on sale of equity interest in CSP, and gain<br>on the sale of Visa, Inc. Class B common stock. The<br>Company believes these non-GAAP adjusted<br>measures provide investors with important information<br>about the continuing economic results of the<br>Company’s operations.<br>ADJUSTED OPERATING MEASURES & FINANCIAL METRICS<br>For the three months ended For the years ended<br>(Dollars in thousands, except per share amounts) March 31, 2026 December 31, 2025 2025 2024 2023 2022 2021<br>Return on average assets (ROA)<br>Average assets $ 37,254,857 $ 37,356,117 $ 34,380,986 $ 23,862,190 $ 20,512,402 $ 19,949,388 $ 19,977,551<br>ROA (GAAP) 1.33% 1.19% 0.80% 0.88% 0.98% 1.18% 1.32%<br>Adjusted operating ROA (non-GAAP) 1.41% 1.50% 1.33% 1.11% 1.14% 1.16% 1.43%<br>Return on average equity (ROE)<br>Adjusted operating earnings available to common shareholders<br>(non-GAAP) $ 126,152 $ 138,399 $ 444,842 $ 252,826 $ 221,238 $ 219,011 $ 273,306<br>Plus: Amortization of intangibles, tax effected 12,202 13,977 47,138 15,253 6,937 8,544 10,984<br>Adjusted operating earnings available to common shareholders<br>before amortization of intangibles (non-GAAP) $ 138,354 $ 152,376 $ 491,980 $ 268,079 $ 228,175 $ 227,555 $ 284,290<br>Average equity (GAAP) 5,068,069 4,950,858 4,446,839 2,971,111 2,440,525 2,465,049 2,725,330<br>Less: Average goodwill 1,733,527 1,726,933 1,592,391 1,139,422 925,211 930,315 935,560<br>Less: Average amortizable intangibles 307,636 324,099 277,977 73,984 22,951 34,627 49,999<br>Less: Average perpetual preferred stock 166,356 166,356 166,356 166,356 166,356 166,356 166,356<br>Average tangible common equity (non-GAAP) $ 2,860,550 $ 2,733,470 $ 2,410,115 $ 1,591,349 $ 1,326,007 $ 1,333,751 $ 1,573,415<br>ROE (GAAP) 9.78% 8.97% 6.16% 7.04% 8.27% 9.51% 9.68%<br>Return on average tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 119,198 $ 108,999 $ 261,847 $ 197,263 $ 189,950 $ 222,642 $ 252,049<br>Plus: Amortization of intangibles, tax effected 12,202 13,977 47,138 15,253 6,937 8,544 10,984<br>Net Income available to common shareholders before<br>amortization of intangibles (non-GAAP) $ 131,400 $ 122,976 $ 308,985 $ 212,516 $ 196,887 $ 231,186 $ 263,033<br>ROTCE (non-GAAP) 18.63% 17.85% 12.82% 13.35% 14.85% 17.33% 16.72%<br>Adjusted operating ROTCE (non-GAAP) 19.62% 22.12% 20.41% 16.85% 17.21% 17.06% 18.07% | ||
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| 26<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability,<br>capital, and per share ratios. The Company<br>believes tangible assets, tangible common<br>equity and the related ratios are meaningful<br>measures of capital adequacy because they<br>provide a meaningful base for period-to-period<br>and company-to-company comparisons, which<br>the Company believes will assist investors in<br>assessing the capital of the Company and its<br>ability to absorb potential losses. The Company<br>believes tangible common equity is an important<br>indication of its ability to grow organically and<br>through business combinations, as well as its<br>ability to pay dividends and to engage in various<br>capital management strategies. The Company<br>also calculates adjusted tangible common<br>equity to tangible assets ratios to exclude AOCI,<br>which is principally comprised of unrealized<br>losses on AFS securities, and to include the<br>impact of unrealized losses on HTM securities.<br>The Company believes that each of these ratios<br>enables investors to assess the Company's<br>capital levels and capital adequacy without the<br>effects of changes in AOCI, some of which are<br>uncertain and difficult to predict, or assuming<br>that the Company realized all previously<br>unrealized losses on HTM securities at the end of<br>the period, as applicable.<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>(Dollars in thousands, except per share amounts)<br>As of March 31, 2026 As of December 31, 2025<br>Atlantic Union Atlantic Union Atlantic Union Atlantic Union<br>Bankshares Bank Bankshares Bank<br>Tangible Assets<br>Ending Assets (GAAP) $ 37,315,011 $ 37,224,225 $ 37,585,754 $ 37,497,857<br>Less: Ending goodwill 1,754,875 1,754,875 1,733,287 1,733,287<br>Less: Ending amortizable intangibles 300,099 300,099 315,544 315,544<br>Ending tangible assets (non-GAAP) $ 35,260,037 $ 35,169,251 $ 35,536,923 $ 35,449,026<br>Tangible Common Equity<br>Ending equity (GAAP) $ 5,052,316 $ 5,759,867 $ 5,006,398 $ 5,716,082<br>Less: Ending goodwill 1,754,875 1,754,875 1,733,287 1,733,287<br>Less: Ending amortizable intangibles 300,099 300,099 315,544 315,544<br>Less: Perpetual preferred stock 166,357 — 166,357 —<br>Ending tangible common equity (non-GAAP) $ 2,830,985 $ 3,704,893 $ 2,791,210 $ 3,667,251<br>Net unrealized losses on HTM securities, net of tax $ (35,456) $ (35,456) $ (27,404) $ (27,404)<br>Accumulated other comprehensive loss (AOCI) $ (278,488) $ (278,514) $ (256,087) $ (256,132)<br>Common shares outstanding at end of period 142,060,496 141,776,886<br>Average equity (GAAP) $ 5,068,069 $ 5,759,823 $ 4,950,858 $ 5,644,166<br>Less: Average goodwill 1,733,527 1,733,527 1,726,933 1,726,933<br>Less: Average amortizable intangibles 307,636 307,636 324,099 324,099<br>Less: Average perpetual preferred stock 166,356 — 166,356 —<br>Average tangible common equity (non-GAAP) $ 2,860,550 $ 3,718,660 $ 2,733,470 $ 3,593,134<br>Book value per common share (GAAP) $ 34.39 $ 34.14<br>Tangible book value per common share (non-GAAP) $ 19.93 $ 19.69<br>Tangible book value per common share, ex AOCI (non-GAAP) $ 21.89 $ 21.49 | ||
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| 27<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability,<br>capital, and per share ratios. The Company<br>believes tangible assets, tangible common<br>equity and the related ratios are meaningful<br>measures of capital adequacy because they<br>provide a meaningful base for period-to-period<br>and company-to-company comparisons, which<br>the Company believes will assist investors in<br>assessing the capital of the Company and its<br>ability to absorb potential losses. The Company<br>believes tangible common equity is an important<br>indication of its ability to grow organically and<br>through business combinations, as well as its<br>ability to pay dividends and to engage in various<br>capital management strategies. The Company<br>also calculates adjusted tangible common<br>equity to tangible assets ratios to exclude AOCI,<br>which is principally comprised of unrealized<br>losses on AFS securities, and to include the<br>impact of unrealized losses on HTM securities.<br>The Company believes that each of these ratios<br>enables investors to assess the Company's<br>capital levels and capital adequacy without the<br>effects of changes in AOCI, some of which are<br>uncertain and difficult to predict, or assuming<br>that the Company realized all previously<br>unrealized losses on HTM securities at the end of<br>the period, as applicable.<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>(Dollars in thousands, except per share amounts)<br>As of March 31, 2026<br>Atlantic Union Atlantic Union<br>Bankshares Bank<br>Common equity to total assets (GAAP) 13.1% 15.5%<br>Tangible equity to tangible assets (non-GAAP) 8.5% 10.5%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 8.4% 10.4%<br>Tangible common equity to tangible assets (non-GAAP) 8.0% 10.5%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.9% 10.4%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP) 8.8%<br>Leverage Ratio<br>Tier 1 capital $ 3,298,944 $ 4,008,482<br>Total average assets for leverage ratio $ 35,442,183 $ 35,355,630<br>Leverage ratio 9.3% 11.3%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.4% 10.4% | ||
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| 28<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>All regulatory capital ratios at March 31, 2026 are<br>estimates and subject to change pending the<br>Company’s filing of its FR Y-9C. In addition to<br>these regulatory capital ratios, the Company<br>adjusts certain regulatory capital ratios to<br>include the impacts of AOCI, which the<br>Company has elected to exclude from regulatory<br>capital ratios under applicable regulations, and<br>net unrealized losses on HTM securities,<br>assuming that those unrealized losses were<br>realized at the end of the period, as applicable.<br>The Company believes that each of these ratios<br>help investors to assess the Company's<br>regulatory capital levels and capital adequacy.<br>RISK-BASED CAPITAL RATIOS<br>(Dollars in thousands)<br>As of March 31, 2026<br>Atlantic Union<br>Bankshares<br>Atlantic<br>Union Bank<br>Risk-Based Capital Ratios<br>Net unrealized losses on HTM securities, net of tax<br>$ (35,456) $ (35,456)<br>Accumulated other comprehensive loss (AOCI)<br>$ (278,488) $ (278,514)<br>Common equity tier 1 capital<br>$ 3,132,588 $ 4,008,482<br>Tier 1 capital<br>$ 3,298,944 $ 4,008,482<br>Total capital<br>$ 4,296,841 $ 4,304,138<br>Total risk-weighted assets<br>$ 30,679,745 $ 30,591,393<br>Common equity tier 1 capital ratio<br>10.2% 13.1%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 9.2% 12.1%<br>Tier 1 capital ratio<br>10.8% 13.1%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP)<br>9.7% 12.1%<br>Total capital ratio<br>14.0% 14.1%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP)<br>13.0% 13.0% | ||
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| 29<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>The Company believes net interest<br>income (FTE), total revenue (FTE),<br>which are used in computing net<br>interest margin (FTE), core net<br>interest margin (FTE), efficiency ratio<br>(FTE) and adjusted operating<br>efficiency ratio (FTE), provide<br>valuable additional insight into the<br>net interest margin and the efficiency<br>ratio by adjusting for differences in<br>tax treatment of interest income<br>sources. The entire FTE adjustment<br>is attributable to interest income on<br>earning assets, which is used in<br>computing the yield on earning<br>assets. Interest expense and the<br>related cost of interest-bearing<br>liabilities and cost of funds ratios are<br>not affected by the FTE components.<br>NET INTEREST MARGIN AND CORE NET INTEREST MARGIN<br>(Dollars in thousands)<br>For the three months ended For the years ended<br>March 31, 2026 December 31, 2025 2025 2024<br>Net interest income (GAAP) $ 312,373 $ 330,168 $ 1,154,913 $ 698,539<br>FTE adjustment 4,550 4,621 17,161 15,226<br>Net interest income (FTE) (non-GAAP) $ 316,923 $ 334,789 $ 1,172,074 $ 713,765<br>Noninterest income (GAAP) 54,783 57,000 219,436 118,878<br>Total revenue (FTE) (non-GAAP) $ 371,706 $ 391,789 $ 1,391,510 $ 832,643<br>Net interest income (FTE) (non-GAAP) $ 316,923 $ 334,789 $ 1,172,074 $ 713,765<br>Purchase accounting adjustments 32,714 45,960 145,970 40,476<br>Core net interest income (FTE) (non-GAAP) $ 284,209 $ 288,829 $ 1,026,104 $ 673,289<br>Average earning assets $ 33,377,790 $ 33,555,065 $ 30,876,034 $ 21,347,677<br>Net interest margin (GAAP) 3.80% 3.90% 3.74% 3.27%<br>Net interest margin (FTE) (non-GAAP) 3.85% 3.96% 3.80% 3.34%<br>Core net interest margin (FTE) (non-GAAP) 3.45% 3.41% 3.32% 3.15% | ||
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| 30<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Adjusted operating pre-tax pre-provision<br>earnings (FTE) excludes, as applicable, the<br>provision for credit losses, which can fluctuate<br>significantly from period-to-period under the<br>CECL methodology, income tax expense,<br>merger-related costs, FDIC special assessment,<br>FTE adjustment, gain (loss) on sale of securities,<br>gain on CRE loan sale, and gain on sale of equity<br>interest in CSP. The Company believes this<br>adjusted measure provides investors with<br>important information about the continuing<br>economic results of the Company’s operations.<br>ADJUSTED OPERATING PRE-TAX PRE-PROVISION EARNINGS (FTE)<br>(Dollars in thousands)<br>For the three months ended For the years ended<br>March 31, 2026 December 31, 2025 2025 2024<br>Net income (GAAP) $ 122,165 $ 111,966 $ 273,715 $ 209,131<br>Plus: Provision for credit losses 2,737 2,211 141,788 50,089<br>Plus: Income tax expense 32,444 29,748 63,276 50,663<br>Plus: Merger-related costs 9,034 38,626 157,278 40,018<br>Plus: FDIC special assessment — —<br>— 840<br>Plus: FTE adjustment 4,550 4,621 17,161 15,226<br>Less: Gain (loss) on sale of securities 2 2 (81) (6,493)<br>Less: Gain on CRE loan sale — —<br>10,915 —<br>Less: Gain on sale of equity interest in CSP — 457 14,757 —<br>Adjusted operating pre-tax pre-provision earnings (FTE) (non-GAAP) $ 170,928 $ 186,713 $ 627,627 $ 372,460 | ||
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