8-K
Atlantic Union Bankshares Corp (AUB)
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): October 23, 2025
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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. | ☐ |
| --- | --- |
Item 2.02 Results of Operations and Financial Condition.
On October 23, 2025, Atlantic Union Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the third quarter of 2025. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.2 and incorporated herein by reference is a presentation that the Company will use in connection with a webcast and conference call for investors and analysts at 9:00 a.m. Eastern Time on Thursday, October 23, 2025. This presentation is 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 or incorporated by reference into this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | Press release dated October 23, 2025 regarding the third quarter 2025 results. | |
| 99.2 | | Atlantic Union Bankshares Corporation presentation. |
| 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: October 23, 2025 | By: | /s/ Robert M. Gorman | |
| Robert M. Gorman | |||
| Executive Vice President and | |||
| Chief Financial Officer | |||
| | | | |
2
Exhibit 99.1

Contact: Robert M. Gorman - (804) 523-7828
Executive Vice President / Chief Financial Officer
ATLANTIC UNION BANKSHARES REPORTS THIRD QUARTER FINANCIAL RESULTS
Richmond, Va., October 23, 2025 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $89.2 million and both basic and diluted earnings per common share of $0.63, for the third quarter of 2025 and adjusted operating earnings available to common shareholders^(1)^ of $119.7 million and adjusted diluted operating earnings per common share^(1)^ of $0.84 for the third quarter of 2025.
“Atlantic Union had a solid third quarter with operating results that illustrate the earnings power of our banking franchise,” said John C. Asbury, president and chief executive officer of Atlantic Union. “While merger-related costs continued to create a noisy quarter, we believe we are on a path to deliver on the expectations related to the acquisition of Sandy Spring Bancorp, Inc, for adjusted operating return on assets, return on tangible common equity and efficiency ratio.
“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations throughout Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”
NET INTEREST INCOME
For the third quarter of 2025, net interest income was $319.2 million, a decrease of $2.2 million from $321.4 million in the second quarter of 2025. Net interest income - fully taxable equivalent (“FTE”)^(1)^was $323.6 million in the third quarter of 2025, a decrease of $2.1 million from $325.7 million in the second quarter of 2025. The decreases from the prior quarter in both net interest income and net interest income (FTE)^(1)^are due primarily to lower interest income on loans held for sale, primarily driven by the impacts of the sale of approximately $2.0 billion of performing commercial real estate (“CRE”) loans executed at the end of the second quarter of 2025 and lower net accretion income, partially offset by lower borrowing costs and higher investment income, as the Company used funds from the CRE loan sale to pay down short-term borrowings and purchase additional securities in the third quarter of 2025.
For the third quarter of 2025, the Company’s net interest margin decreased 1 basis point from the prior quarter to 3.77%, primarily due to lower earning asset yields, partially offset by lower cost of funds, and the net interest margin (FTE)^(1)^stayed at 3.83% in both quarters. Earning asset yields for the third quarter of 2025 decreased 5 basis points to 6.00%, compared to the second quarter of 2025, due primarily to the impacts from the CRE loan sale, which resulted in a decrease in average loans held for sale balances and an increase in cash and investments at lower yields. Cost of funds decreased 5 basis points from the prior quarter to 2.17% for the third quarter of 2025, primarily due to lower short-term borrowings and brokered deposit balances, as well as lower customer time deposit rates.
The Company’s net interest margin (FTE)^(1)^ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $41.9 million for the quarter ended September 30, 2025 compared to $45.4 million for the quarter ended June 30, 2025. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| | | | | | | | | | | | | |
| | | Loan | | Deposit | | Borrowings | | | | |||
| | Accretion | **** | Accretion | **** | Amortization | **** | Total | |||||
| For the quarter ended June 30, 2025 | | $ | 45,744 | | $ | 1,884 | | $ | (2,256) | | $ | 45,372 |
| For the quarter ended September 30, 2025 | | | 43,949 | | | 1,237 | | | (3,266) | | | 41,920 |
ASSET QUALITY
Overview
At September 30, 2025, nonperforming assets (“NPAs”) as a percentage of total loans held for investment (“LHFI”) was 0.49%, a decrease of 11 basis points from the prior quarter and included nonaccrual loans of $131.2 million. The decrease in NPAs as a percentage of LHFI was primarily due to the impact of two commercial and industrial loan charge-offs that had been partially reserved for previously and measurement period adjustments related to the Sandy Spring Bancorp, Inc. (“Sandy Spring”) purchased credit deteriorated (“PCD”) loans. Accruing past due loans as a percentage of total LHFI totaled 27 basis points at September 30, 2025, a decrease of 1 basis point from June 30, 2025, and a decrease of 3 basis points from September 30, 2024. Net charge-offs were 0.56% of total average LHFI (annualized) for the third quarter of 2025, an increase of 55 basis points compared to both June 30, 2025 and September 30, 2024. The ACL totaled $320.0 million at September 30, 2025, a $22.4 million decrease from the prior quarter. The Company’s decision to charge-off the two individually assessed commercial and industrial loans, discussed above, was the primary driver of the increased net charge-off ratio for the third quarter of 2025 and the decline in the ACL compared to the prior quarter.
Nonperforming Assets
At September 30, 2025, NPAs totaled $133.2 million, compared to $163.4 million as of June 30, 2025. The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | September 30, | **** | June 30, | **** | March 31, | **** | December 31, | **** | September 30, | |||||
| | | 2025 | | 2025 | | 2025 | | 2024 | | 2024 | |||||
| Nonaccrual loans | | $ | 131,240 | | $ | 162,615 | | $ | 69,015 | | $ | 57,969 | | $ | 36,847 |
| Foreclosed properties | | 2,001 | | 774 | | 404 | | 404 | | 404 | |||||
| Total nonperforming assets | | $ | 133,241 | | $ | 163,389 | | $ | 69,419 | | $ | 58,373 | | $ | 37,251 |
The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | September 30, | **** | June 30, | **** | March 31, | **** | December 31, | **** | September 30, | |||||
| | | 2025 | | 2025 | | 2025 | | 2024 | | 2024 | |||||
| Beginning Balance | | $ | 162,615 | | $ | 69,015 | | $ | 57,969 | | $ | 36,847 | | $ | 35,913 |
| Net customer payments | | (17,947) | | (4,595) | | (898) | | (11,491) | | (2,219) | |||||
| Additions ^(1)^ | | 25,333 | | 98,975 | | 13,197 | | 34,446 | | 5,347 | |||||
| Charge-offs | | (37,410) | | (780) | | (1,253) | | (1,231) | | (542) | |||||
| Loans returning to accruing status | | (77) | | — | | — | | (602) | | (1,478) | |||||
| Transfers to foreclosed property | | (1,274) | | — | | — | | — | | (174) | |||||
| Ending Balance | | $ | 131,240 | | $ | 162,615 | | $ | 69,015 | | $ | 57,969 | | $ | 36,847 |
| (1) | The Company recorded measurement period adjustments in the third quarter of 2025 related to the fair values of certain loans, which impacted the nonaccrual activity for the quarter ended September 30, 2025 . The increase in additions at June 30, 2025 was primarily due to PCD loans acquired from Sandy Spring. |
|---|
Past Due Loans
At September 30, 2025, past due loans still accruing interest totaled $74.2 million or 0.27% of total LHFI, compared to $77.7 million or 0.28% of total LHFI at June 30, 2025, and $55.2 million or 0.30% of total LHFI at September 30, 2024.
Of the total past due loans still accruing interest, $18.0 million or 0.07% of total LHFI were past due 90 days or more at September 30, 2025, compared to $39.8 million or 0.15% of total LHFI at June 30, 2025, and $15.2 million or 0.08% of total LHFI at September 30, 2024.
Allowance for Credit Losses
At September 30, 2025, the ACL was $320.0 million, a decrease of $22.4 million from the prior quarter, comprised of an ALLL of $293.0 million and a reserve for unfunded commitments (“RUC”) of $27.0 million. The decline in the ACL at September 30, 2025 was primarily driven by the charge-off of two individually assessed commercial and industrial loans, as discussed above, that were partially reserved for in prior quarters.
The ACL as a percentage of total LHFI was 1.17% at September 30, 2025, compared to 1.25% at June 30, 2025. The ALLL as a percentage of total LHFI was 1.07% at September 30, 2025, compared to 1.15% at June 30, 2025.
Net Charge-offs
Net charge-offs were $38.6 million or 0.56% of total average LHFI on an annualized basis for the third quarter of 2025, compared to $666,000 or 0.01% (annualized) for both the second quarter of 2025 and the third quarter of 2024. The increase in net charge-offs for the third quarter of 2025 was primarily due to the charge-off of two commercial and industrial loans, as discussed above, that were partially reserved for in prior quarters.
Provision for Credit Losses
For the third quarter of 2025, the Company recorded a provision for credit losses of $16.2 million, compared to $105.7 million in the prior quarter, and $2.6 million in the third quarter of 2024. Included in the provision for credit losses for the second quarter of 2025 was $89.5 million of Day 1 initial provision expense on non-PCD loans and $11.4 million on unfunded commitments, each acquired from Sandy Spring. Outside of the Day 1 initial provision expense recorded on non-PCD loans and unfunded commitments acquired from Sandy Spring in the second quarter, the provision for credit losses increased compared to the prior quarter and the prior year, primarily due to an increase in net charge-offs primarily driven by the charge-off of two commercial and industrial loans, as discussed above.
NONINTEREST INCOME
Noninterest income decreased $29.7 million to $51.8 million for the third quarter of 2025 from $81.5 million in the prior quarter, primarily driven by a $15.7 million pre-tax gain on the CRE loan sale in the prior quarter, compared to a $4.8 million pre-tax loss in the third quarter of 2025 related to the final CRE loan sale settlement, as well as a $14.3 million pre-tax gain on the sale of our equity interest in Cary Street Partners (“CSP”) incurred in the second quarter of 2025.
Adjusted operating noninterest income^(1)^, which excludes the pre-tax loss and gain on the CRE loan sale ($4.8 million loss in the third quarter and $15.7 million gain in the second quarter), pre-tax gain on sale of our equity interest in CSP ($14.3 million in the second quarter), and pre-tax gains on sale of securities ($4,000 in the third quarter and $16,000 in the second quarter), increased $5.1 million to $56.6 million, compared to $51.5 million in the prior quarter. This increase was primarily due to a $4.2 million increase in loan-related interest rate swap fees due to higher transaction volumes and a $1.2 million increase in other operating income, primarily due to an increase in equity method investment income. These increases were partially offset by a $2.2 million decrease in bank owned life insurance income due to death benefits of $2.4 million received in the second quarter.
NONINTEREST EXPENSE
Noninterest expense decreased $41.3 million to $238.4 million for the third quarter of 2025 from $279.7 million in the prior quarter, primarily driven by a $44.1 million decrease in merger-related costs associated with the Sandy Spring acquisition.
Adjusted operating noninterest expense^(1)^, which excludes merger-related costs ($34.8 million in the third quarter and $78.9 million in the second quarter) and amortization of intangible assets ($18.1 million in the third quarter and $18.4 million in the second quarter) increased $3.1 million to $185.5 million, compared to $182.4 million in the prior quarter. This increase was primarily due to a $1.3 million increase in marketing and advertising expense, primarily driven by increased market coverage due to the Sandy Spring acquisition, a $966,000 increase in professional services related to strategic projects that occurred during the third quarter of 2025, a $874,000 increase in other expenses, primarily due to an increase in other real estate owned and credit-related expenses, and a $800,000 increase in occupancy expenses. These increases were partially offset by a $1.6 million decrease in salaries and benefits expense, primarily driven by
reductions in full-time equivalent employees and lower group insurance expenses, partially offset by an increase in variable incentive compensation expenses.
INCOME TAXES
The Company’s effective tax rate for the three months ended September 30, 2025 and June 30, 2025 was 20.8% and (13.2%), respectively. The negative effective tax rate for the quarter ended June 30, 2025 reflects the impact of a $8.0 million income tax benefit related to the Company re-evaluating its state net deferred tax assets as a result of the Sandy Spring acquisition.
BALANCE SHEET
At September 30, 2025, total assets were $37.1 billion, a decrease of $216.6 million or approximately 2.3% (annualized) from June 30, 2025, and an increase of $12.3 billion or approximately 49.5% from September 30, 2024. Total assets decreased from the prior quarter primarily due to a decrease in cash and cash equivalents, partially offset by an increase in investments. The increase in total assets from the same period in the prior year was primarily driven by the Sandy Spring acquisition.
Preliminary goodwill associated with the Sandy Spring acquisition, totaled $512.3 million at September 30, 2025, which was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period. The Company recorded measurement period adjustments in the third quarter of 2025 related to the Sandy Spring acquisition, primarily related to other liabilities and fair values of certain loans, which resulted in a $15.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition compared to June 30, 2025.
At September 30, 2025, LHFI totaled $27.4 billion, an increase of $32.8 million or 0.5% (annualized) from June 30, 2025, and an increase of $9.0 billion or 49.2% from September 30, 2024. Quarterly average LHFI totaled $27.4 billion, an increase of $291.8 million or 4.3% (annualized) from the prior quarter, and an increase of $9.1 billion or 49.5% from September 30, 2024. The increase from the same period in the prior year was primarily due to the Sandy Spring acquisition, as well as organic loan growth.
At September 30, 2025, total investments were $5.3 billion, an increase of $533.6 million or 44.3% (annualized) from June 30, 2025, and an increase of $1.8 billion or 50.3% from September 30, 2024. The increase compared to the prior quarter was primarily due to purchases of available for sale (“AFS”) agency mortgage-backed securities and held to maturity (“HTM”) municipal bonds using a portion of the proceeds from the CRE sale that occurred in the prior quarter, and the increase compared to the same period in the prior year was primarily due to the Sandy Spring acquisition. AFS securities totaled $4.3 billion at September 30, 2025, $3.8 billion at June 30, 2025, and $2.6 billion at September 30, 2024. Total net unrealized losses on the AFS securities portfolio were $327.6 million at September 30, 2025, compared to $372.8 million at June 30, 2025, and $334.5 million at September 30, 2024. HTM securities are carried at cost and totaled $883.8 million at September 30, 2025, $827.1 million at June 30, 2025, and $807.1 million at September 30, 2024 and had net unrealized losses of $35.7 million at September 30, 2025, $49.2 million at June 30, 2025, and $30.3 million at September 30, 2024.
At September 30, 2025, total deposits were $30.7 billion, a decrease of $306.9 million or 3.9% (annualized) from the prior quarter. Quarterly average deposits at September 30, 2025 decreased from the prior quarter by $211.7 million or 2.7% (annualized). Total deposits at September 30, 2025 increased $10.4 billion or 51.0% from September 30, 2024, and quarterly average deposits at September 30, 2025 increased $10.9 billion or 53.8% from the same period in the prior year. The decrease in deposit balances from the prior quarter are due to decreases of $256.3 million in interest-bearing customer deposits and $116.1 million in brokered deposits, partially offset by an increase of $65.5 million in demand deposits. The increase from the same period in the prior year is related to the addition of the Sandy Spring acquired deposits.
At September 30, 2025, total borrowings were $860.3 million, a decrease of $32.5 million from June 30, 2025 and an increase of $8.1 million from September 30, 2024. At September 30, 2025, average borrowings were $868.8 million, a decrease of $463.0 million from June 30, 2025, and an increase of $13.5 million from September 30, 2024. The decrease in average borrowings from the prior quarter was primarily due to lower utilization of Federal Home Loan Bank
(“FHLB”) advances, while the increase from the same period in the prior year was primarily due to the Sandy Spring acquisition, partially offset by repayment of short-term FHLB advances.
The following table shows the Company’s capital ratios at the quarters ended:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | **** | September 30, | **** | June 30, | **** | September 30, | **** |
| | | 2025 | | 2025 | | 2024 | **** |
| Common equity Tier 1 capital ratio ^(2)^ | 9.92 | % | 9.77 | % | 9.77 | % | |
| Tier 1 capital ratio ^(2)^ | 10.47 | % | 10.32 | % | 10.57 | % | |
| Total capital ratio ^(2)^ | 13.82 | % | 13.74 | % | 13.33 | % | |
| Leverage ratio (Tier 1 capital to average assets) ^(2)^ | 8.92 | % | 8.65 | % | 9.27 | % | |
| Common equity to total assets | 12.81 | % | 12.51 | % | 12.16 | % | |
| Tangible common equity to tangible assets ^(1)^ | 7.69 | % | 7.39 | % | 7.29 | % |
^(1)^ These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, se e the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.
^(2)^ All ratios at September 30, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
During the third quarter of 2025, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the second quarter of 2025 and the third quarter of 2024. During the third quarter of 2025, the Company also declared and paid cash dividends of $0.34 per common share, consistent with the second quarter of 2025 and a $0.02 increase or approximately 6.3% from the third quarter of 2024.
ABOUT ATLANTIC UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland, North Carolina and Washington D.C. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.
THIRD QUARTER 2025 EARNINGS RELEASE CONFERENCE CALL
The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Thursday, October 23, 2025, during which management will review our financial results for the third quarter 2025 and provide an update on our recent activities.
The listen-only webcast and the accompanying slides can be accessed at:
https://edge.media-server.com/mmc/p/zyv98kcg.
For analysts who wish to participate in the conference call, please register at the following URL:
https://register-conf.media-server.com/register/BI5c60c7d7ec5f4e4b9932c94fa1ca4795. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.
A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.
NON-GAAP FINANCIAL MEASURES
In reporting the results as of and for the period ended September 30, 2025, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial 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 comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of our ongoing operations, enhance the comparability of our results of operations with prior 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 our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”
FORWARD-LOOKING STATEMENTS
This press release 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 made in Mr. Asbury’s quotations, statements regarding the acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our business, financial and operating 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 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; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. 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 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 “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 the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of 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 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:
| ● | market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios; |
|---|---|
| ● | economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior; |
| --- | --- |
| ● | U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; |
| --- | --- |
| ● | volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; |
| --- | --- |
| ● | legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies; |
| --- | --- |
| ● | the sufficiency of liquidity and changes in our capital position; |
| --- | --- |
| ● | general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels, U.S. fiscal debt, budget, and tax matters, U.S. government shutdowns, and slowdowns in economic growth; |
| --- | --- |
| ● | the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks; |
| --- | --- |
| ● | the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events, or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two companies; |
| --- | --- |
| ● | potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National; |
| --- | --- |
| ● | our ability to identify, recruit and retain key employees; |
| --- | --- |
| ● | monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve; |
| --- | --- |
| ● | the quality or composition of our loan or investment portfolios and changes in these portfolios; |
| --- | --- |
| ● | demand for loan products and financial services in our market areas; |
| --- | --- |
| ● | our ability to manage our growth or implement our growth strategy; |
| --- | --- |
| ● | the effectiveness of expense reduction plans; |
| --- | --- |
| ● | the introduction of new lines of business or new products and services; |
| --- | --- |
| ● | real estate values in our lending area; |
| --- | --- |
| ● | changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements; |
| --- | --- |
| ● | an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors; |
| --- | --- |
| ● | concentrations of loans secured by real estate, particularly CRE; |
| --- | --- |
| ● | the effectiveness of our credit processes and management of our credit risk; |
| --- | --- |
| ● | our ability to compete in the market for financial services and increased competition from fintech companies; |
| --- | --- |
| ● | technological risks and developments, and cyber threats, attacks, or events; |
| --- | --- |
| ● | operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration; |
| --- | --- |
| ● | the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth; |
| --- | --- |
| ● | performance by our counterparties or vendors; |
| --- | --- |
| ● | deposit flows; |
| --- | --- |
| ● | the availability of financing and the terms thereof; |
| --- | --- |
| ● | the level of prepayments on loans and mortgage-backed securities; |
| --- | --- |
| ● | actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences; |
| --- | --- |
| ● | any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and |
| --- | --- |
| ● | other factors, many of which are beyond our control. |
| --- | --- |
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 December 31, 2024, 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 considered in evaluating forward-looking statements, and all the 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 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 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 as a result of new information, future events or otherwise, except as required by law.
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Results of Operations | | | | | | | | | | | | | | | |
| Interest and dividend income | $ | 503,437 | | $ | 510,372 | | $ | 324,528 | | $ | 1,319,645 | | $ | 908,330 | |
| Interest expense | **** | 184,227 | | 189,001 | | 141,596 | | **** | 494,900 | | 393,040 | | |||
| Net interest income | **** | 319,210 | | 321,371 | | 182,932 | | **** | 824,745 | | 515,290 | | |||
| Provision for credit losses | **** | 16,233 | | 105,707 | | 2,603 | | **** | 139,578 | | 32,592 | | |||
| Net interest income after provision for credit losses | **** | 302,977 | | 215,664 | | 180,329 | | **** | 685,167 | | 482,698 | | |||
| Noninterest income | **** | 51,751 | | 81,522 | | 34,286 | | **** | 162,436 | | 83,651 | | |||
| Noninterest expenses | **** | 238,446 | | 279,698 | | 122,582 | | **** | 652,327 | | 377,859 | | |||
| Income before income taxes | **** | 116,282 | | 17,488 | | 92,033 | | **** | 195,276 | | 188,490 | | |||
| Income tax expense (benefit) | **** | 24,142 | | (2,303) | | 15,618 | | **** | 33,527 | | 37,144 | | |||
| Net income | **** | 92,140 | | 19,791 | | 76,415 | | **** | 161,749 | | 151,346 | | |||
| Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | | | 8,901 | | | 8,901 | |
| Net income available to common shareholders | $ | 89,173 | | $ | 16,824 | | $ | 73,448 | | $ | 152,848 | | $ | 142,445 | |
| | | | | | | | | | | | | | | | |
| Interest earned on earning assets (FTE) ^(1)^ | $ | 507,856 | | $ | 514,734 | | $ | 328,427 | | $ | 1,332,184 | | $ | 919,766 | |
| Net interest income (FTE) ^(1)^ | **** | 323,629 | | 325,733 | | 186,831 | | **** | 837,284 | | 526,726 | | |||
| Total revenue (FTE) ^(1)^ | | 375,380 | | | 407,255 | | | 221,117 | | | 999,720 | | | 610,377 | |
| Pre-tax pre-provision adjusted operating earnings ^(7)^ | | 172,128 | | | 172,059 | | | 95,985 | | | 428,374 | | | 261,437 | |
| | | | | | | | | | | | | | | | |
| Key Ratios | | | | | | | | | | | | | | | |
| Earnings per common share, diluted | $ | 0.63 | | $ | 0.12 | | $ | 0.82 | | $ | 1.22 | | $ | 1.68 | |
| Return on average assets (ROA) | **** | 0.98 | % | 0.21 | % | 1.24 | % | **** | 0.65 | % | 0.86 | % | |||
| Return on average equity (ROE) | **** | 7.51 | % | 1.67 | % | 9.77 | % | **** | 5.06 | % | 6.97 | % | |||
| Return on average tangible common equity (ROTCE) ^(2) (3)^ | **** | 15.51 | % | 4.99 | % | 18.89 | % | **** | 10.81 | % | 13.20 | % | |||
| Efficiency ratio | **** | 64.28 | % | 69.42 | % | 56.43 | % | **** | 66.08 | % | 63.09 | % | |||
| Efficiency ratio (FTE) ^(1)^ | | 63.52 | % | 68.68 | % | 55.44 | % | **** | 65.25 | % | 61.91 | % | |||
| Net interest margin | **** | 3.77 | % | 3.78 | % | 3.31 | % | **** | 3.68 | % | 3.28 | % | |||
| Net interest margin (FTE) ^(1)^ | **** | 3.83 | % | 3.83 | % | 3.38 | % | **** | 3.73 | % | 3.35 | % | |||
| Yields on earning assets (FTE) ^(1)^ | **** | 6.00 | % | 6.05 | % | 5.94 | % | **** | 5.94 | % | 5.85 | % | |||
| Cost of interest-bearing liabilities | **** | 2.93 | % | 2.97 | % | 3.40 | % | **** | 2.96 | % | 3.32 | % | |||
| Cost of deposits | **** | 2.18 | % | 2.20 | % | 2.57 | % | **** | 2.22 | % | 2.48 | % | |||
| Cost of funds | **** | 2.17 | % | 2.22 | % | 2.56 | % | **** | 2.21 | % | 2.50 | % | |||
| | | | | | | | | | | | | | | | |
| Operating Measures^(4)^ | | | | | | | | | | | | | | | |
| Adjusted operating earnings | $ | 122,693 | | $ | 138,112 | | $ | 77,497 | | $ | 315,343 | | $ | 200,331 | |
| Adjusted operating earnings available to common shareholders | | 119,726 | | | 135,145 | | | 74,530 | | | 306,442 | | | 191,430 | |
| Adjusted operating earnings per common share, diluted | $ | 0.84 | | $ | 0.95 | | $ | 0.83 | | $ | 2.46 | | $ | 2.25 | |
| Adjusted operating ROA | | 1.30 | % | 1.46 | % | 1.25 | % | **** | 1.26 | % | 1.14 | % | |||
| Adjusted operating ROE | **** | 10.00 | % | 11.63 | % | 9.91 | % | | 9.86 | % | 9.22 | % | |||
| Adjusted operating ROTCE ^(2) (3)^ | **** | 20.09 | % | 23.79 | % | 19.15 | % | **** | 19.73 | % | 17.42 | % | |||
| Adjusted operating efficiency ratio (FTE) ^(1)(6)^ | **** | 48.79 | % | 48.34 | % | 52.20 | % | **** | 50.45 | % | 53.55 | % | |||
| | | | | | | | | | | | | | | | |
| Per Share Data | | | | | | | | | | | | | | | |
| Earnings per common share, basic | $ | 0.63 | | $ | 0.12 | | $ | 0.82 | | $ | 1.23 | | $ | 1.68 | |
| Earnings per common share, diluted | **** | 0.63 | | 0.12 | | 0.82 | | **** | 1.22 | | 1.68 | | |||
| Cash dividends paid per common share | **** | 0.34 | | 0.34 | | 0.32 | | **** | 1.02 | | 0.96 | | |||
| Market value per share | **** | 35.29 | | 31.28 | | 37.67 | | **** | 35.29 | | 37.67 | | |||
| Book value per common share^(8)^ | **** | 33.52 | | 32.93 | | 33.85 | | **** | 33.52 | | 33.85 | | |||
| Tangible book value per common share ^(2)(8)^ | **** | 18.99 | | 18.38 | | 19.23 | | **** | 18.99 | | 19.23 | | |||
| Price to earnings ratio, diluted | **** | 14.16 | | 65.70 | | 11.57 | | **** | 21.55 | | 16.81 | | |||
| Price to book value per common share ratio^(8)^ | **** | 1.05 | | 0.95 | | 1.11 | | **** | 1.05 | | 1.11 | | |||
| Price to tangible book value per common share ratio ^(2)(8)^ | **** | 1.86 | | 1.70 | | 1.96 | | **** | 1.86 | | 1.96 | | |||
| Unvested shares of restricted stock awards^(8)^ | | 885,686 | | | 916,294 | | | 680,936 | | | 885,686 | | | 680,936 | |
| Weighted average common shares outstanding, basic | **** | 141,728,909 | | 141,680,472 | | 89,780,531 | | **** | 124,402,891 | | 84,933,126 | | |||
| Weighted average common shares outstanding, diluted | **** | 141,986,217 | | 141,738,325 | | 89,780,531 | | **** | 124,794,832 | | 84,933,213 | | |||
| Common shares outstanding at end of period | **** | 141,732,071 | | 141,694,720 | | 89,774,392 | | **** | 141,732,071 | | 89,774,392 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Capital Ratios | | | | | | | | | | | | | | | |
| Common equity Tier 1 capital ratio ^(5)^ | **** | 9.92 | % | | 9.77 | % | 9.77 | % | **** | 9.92 | % | 9.77 | % | ||
| Tier 1 capital ratio ^(5)^ | **** | 10.47 | % | | 10.32 | % | 10.57 | % | **** | 10.47 | % | 10.57 | % | ||
| Total capital ratio ^(5)^ | **** | 13.82 | % | | 13.74 | % | 13.33 | % | **** | 13.82 | % | 13.33 | % | ||
| Leverage ratio (Tier 1 capital to average assets) ^(5)^ | **** | 8.92 | % | | 8.65 | % | 9.27 | % | **** | 8.92 | % | 9.27 | % | ||
| Common equity to total assets | **** | 12.81 | % | | 12.51 | % | 12.16 | % | **** | 12.81 | % | 12.16 | % | ||
| Tangible common equity to tangible assets ^(2)^ | **** | 7.69 | % | | 7.39 | % | 7.29 | % | **** | 7.69 | % | 7.29 | % | ||
| | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Condition | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Assets | $ | 37,072,733 | | $ | 37,289,371 | **** | $ | 24,803,723 | **** | $ | 37,072,733 | **** | $ | 24,803,723 | |
| LHFI (net of deferred fees and costs) | **** | 27,361,173 | | | 27,328,333 | **** | **** | 18,337,299 | **** | **** | 27,361,173 | **** | **** | 18,337,299 | |
| Securities | **** | 5,310,629 | | | 4,777,022 | **** | **** | 3,533,143 | **** | **** | 5,310,629 | **** | **** | 3,533,143 | |
| Earning Assets | **** | 33,151,873 | | | 33,392,111 | **** | **** | 22,180,501 | **** | **** | 33,151,873 | **** | **** | 22,180,501 | |
| Goodwill | **** | 1,726,386 | | | 1,710,912 | **** | **** | 1,212,710 | **** | **** | 1,726,386 | **** | **** | 1,212,710 | |
| Amortizable intangibles, net | **** | 333,236 | | | 351,381 | **** | **** | 90,176 | **** | **** | 333,236 | **** | **** | 90,176 | |
| Deposits | **** | 30,665,324 | | | 30,972,175 | **** | **** | 20,305,287 | **** | **** | 30,665,324 | **** | **** | 20,305,287 | |
| Borrowings | **** | 860,312 | | | 892,767 | **** | **** | 852,164 | **** | **** | 860,312 | **** | **** | 852,164 | |
| Stockholders' equity | **** | 4,917,058 | | | 4,832,639 | **** | **** | 3,182,416 | **** | **** | 4,917,058 | **** | **** | 3,182,416 | |
| Tangible common equity ^(2)^ | **** | 2,691,079 | | | 2,603,989 | **** | **** | 1,713,173 | **** | **** | 2,691,079 | **** | **** | 1,713,173 | |
| | | | | | | | | | | | | | | | |
| Loans held for investment, net of deferred fees and costs | | | | | | | | | | | | | | | |
| Construction and land development | $ | 2,163,182 | | $ | 2,444,151 | | $ | 1,588,531 | | $ | 2,163,182 | | $ | 1,588,531 | |
| Commercial real estate - owner occupied | | 4,335,919 | | | 3,940,371 | | | 2,401,807 | | | 4,335,919 | | | 2,401,807 | |
| Commercial real estate - non-owner occupied | | 6,805,302 | | | 6,912,692 | | | 4,885,785 | | | 6,805,302 | | | 4,885,785 | |
| Multifamily real estate | | 2,196,467 | | | 2,083,559 | | | 1,357,730 | | | 2,196,467 | | | 1,357,730 | |
| Commercial & Industrial | **** | 4,956,770 | | 5,141,691 | | | 3,799,872 | | | 4,956,770 | | | 3,799,872 | | |
| Residential 1-4 Family - Commercial | **** | 1,105,067 | | 1,131,288 | | | 729,315 | | | 1,105,067 | | | 729,315 | | |
| Residential 1-4 Family - Consumer | **** | 2,799,669 | | 2,746,046 | | | 1,281,914 | | | 2,799,669 | | | 1,281,914 | | |
| Residential 1-4 Family - Revolving | **** | 1,186,298 | | 1,154,085 | | | 738,665 | | | 1,186,298 | | | 738,665 | | |
| Auto | | 211,900 | | 245,554 | | | 354,570 | | | 211,900 | | | 354,570 | | |
| Consumer | **** | 121,620 | | 119,526 | | | 109,522 | | | 121,620 | | | 109,522 | | |
| Other Commercial | **** | 1,478,979 | | 1,409,370 | | | 1,089,588 | | | 1,478,979 | | | 1,089,588 | | |
| Total LHFI | $ | 27,361,173 | | $ | 27,328,333 | | $ | 18,337,299 | | $ | 27,361,173 | | $ | 18,337,299 | |
| | **** | | | | | | | | | | | | | | |
| Deposits | **** | | | | | | | | | | | | | | |
| Interest checking accounts | $ | 6,916,702 | | $ | 6,909,250 | | $ | 5,208,794 | | $ | 6,916,702 | | $ | 5,208,794 | |
| Money market accounts | | 6,932,836 | | | 7,242,686 | | | 4,250,763 | | | 6,932,836 | | | 4,250,763 | |
| Savings accounts | | 2,882,897 | | | 2,865,159 | | | 1,037,229 | | | 2,882,897 | | | 1,037,229 | |
| Customer time deposits of more than $250,000 | | 1,773,710 | | | 1,780,027 | | | 1,160,262 | | | 1,773,710 | | | 1,160,262 | |
| Customer time deposits of $250,000 or less | | 4,007,070 | | | 3,972,352 | | | 2,807,077 | | | 4,007,070 | | | 2,807,077 | |
| Time deposits | | 5,780,780 | | | 5,752,379 | | | 3,967,339 | | | 5,780,780 | | | 3,967,339 | |
| Total interest-bearing customer deposits | | 22,513,215 | | | 22,769,474 | | | 14,464,125 | | | 22,513,215 | | | 14,464,125 | |
| Brokered deposits | | 1,047,467 | | | 1,163,580 | | | 1,418,253 | | | 1,047,467 | | | 1,418,253 | |
| Total interest-bearing deposits | $ | 23,560,682 | | $ | 23,933,054 | | $ | 15,882,378 | | $ | 23,560,682 | | $ | 15,882,378 | |
| Demand deposits | **** | 7,104,642 | | 7,039,121 | | 4,422,909 | | **** | 7,104,642 | | 4,422,909 | | |||
| Total deposits | $ | 30,665,324 | | $ | 30,972,175 | | $ | 20,305,287 | | $ | 30,665,324 | | $ | 20,305,287 | |
| | | | | | | | | | | | | | | | |
| Averages | | | | | | | | | | | | | | | |
| Assets | $ | 37,377,383 | | $ | 37,939,232 | | $ | 24,613,518 | | $ | 33,378,378 | | $ | 23,489,608 | |
| LHFI (net of deferred fees and costs) | | 27,386,338 | | | 27,094,551 | | | 18,320,122 | | | 24,336,012 | | | 17,405,814 | |
| Loans held for sale | **** | 27,185 | | 1,777,882 | | 13,485 | | 604,483 | | 11,680 | | ||||
| Securities | **** | 4,955,297 | | 4,721,736 | | 3,501,879 | | 4,360,629 | | 3,377,896 | | ||||
| Earning assets | **** | 33,563,417 | | 34,121,715 | | 21,983,946 | | 29,973,209 | | 21,003,082 | | ||||
| Deposits | **** | 31,031,655 | | 31,243,383 | | 20,174,158 | | 27,619,076 | | 19,122,193 | | ||||
| Time deposits | **** | 6,283,031 | | 6,553,018 | | 4,758,039 | | 5,856,307 | | 4,155,713 | | ||||
| Interest-bearing deposits | **** | 24,071,758 | | 24,150,220 | | 15,736,797 | | 21,457,491 | | 14,832,042 | | ||||
| Borrowings | **** | 868,783 | | 1,331,793 | | 855,306 | | 910,077 | | 970,046 | | ||||
| Interest-bearing liabilities | **** | 24,940,541 | | 25,482,013 | | 16,592,103 | | 22,367,568 | | 15,802,088 | | ||||
| Stockholders' equity | **** | 4,866,989 | | 4,761,630 | | 3,112,509 | | 4,276,987 | | 2,901,666 | | ||||
| Tangible common equity ^(2)^ | **** | 2,647,488 | | 2,524,128 | | 1,643,562 | | 2,301,146 | | 1,550,978 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Asset Quality | | | | | | | | | | | | | | | |
| Allowance for Credit Losses (ACL) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Beginning balance, Allowance for loan and lease losses (ALLL) | $ | 315,574 | **** | $ | 193,796 | $ | 158,131 | $ | 178,644 | **** | $ | 132,182 | **** | ||
| Add: Recoveries | **** | 1,847 | **** | | 1,913 | 2,053 | **** | 4,368 | **** | 4,378 | **** | ||||
| Less: Charge-offs | **** | 40,440 | **** | | 2,579 | 2,719 | **** | 45,905 | **** | 11,701 | **** | ||||
| Add: Initial Allowance - Purchased Credit Deteriorated (PCD) loans | | — | | | 28,265 | | | — | | | 28,265 | | | 3,896 | |
| Add: Initial Provision - Non-PCD loans | | — | | | 89,538 | | | — | | | 89,538 | | | 13,229 | |
| Add: Provision for loan losses | **** | 16,054 | **** | | 4,641 | 3,220 | **** | 38,125 | **** | 18,701 | **** | ||||
| Ending balance, ALLL | $ | 293,035 | **** | $ | 315,574 | $ | 160,685 | $ | 293,035 | **** | $ | 160,685 | **** | ||
| | | | | | | | | | | | | | | | |
| Beginning balance, Reserve for unfunded commitment (RUC) | $ | 26,778 | | $ | 15,249 | $ | 17,557 | $ | 15,041 | **** | $ | 16,269 | | ||
| Add: Initial Provision - RUC acquired loans | | — | | | 11,425 | | | — | | | 11,425 | | | 1,353 | |
| Add: Provision for unfunded commitments | | 173 | **** | | 104 | (614) | **** | 485 | **** | (679) | | ||||
| Ending balance, RUC | $ | 26,951 | | $ | 26,778 | $ | 16,943 | $ | 26,951 | **** | $ | 16,943 | | ||
| Total ACL | $ | 319,986 | | $ | 342,352 | $ | 177,628 | $ | 319,986 | **** | $ | 177,628 | | ||
| | | | | | | | | | | | | | | | |
| ACL / total LHFI | | 1.17 | % | | 1.25 | % | 0.97 | % | **** | 1.17 | % | 0.97 | % | ||
| ALLL / total LHFI | **** | 1.07 | % | | 1.15 | % | | 0.88 | % | | 1.07 | % | | 0.88 | % |
| Net charge-offs / total average LHFI (annualized) | **** | 0.56 | % | | 0.01 | % | | 0.01 | % | | 0.23 | % | | 0.06 | % |
| Provision for loan losses/ total average LHFI (annualized) | **** | 0.23 | % | | 1.39 | % | | 0.07 | % | | 0.70 | % | | 0.25 | % |
| | | | | | | | | | | | | | | | |
| Nonperforming Assets | | ||||||||||||||
| Construction and land development | $ | 61,436 | | $ | 50,904 | | $ | 1,945 | | $ | 61,436 | | $ | 1,945 | |
| Commercial real estate - owner occupied | **** | 6,467 | | 6,116 | | | 4,781 | | | 6,467 | | | 4,781 | | |
| Commercial real estate - non-owner occupied | **** | 13,125 | | 28,413 | | | 9,919 | | | 13,125 | | | 9,919 | | |
| Multifamily real estate | | 1,583 | | | 1,589 | | | — | | | 1,583 | | | — | |
| Commercial & Industrial | **** | 9,193 | | | 44,897 | | | 3,048 | | | 9,193 | | | 3,048 | |
| Residential 1-4 Family - Commercial | **** | 6,615 | | | 2,700 | | | 1,727 | | | 6,615 | | | 1,727 | |
| Residential 1-4 Family - Consumer | **** | 23,623 | | | 20,689 | | | 11,925 | | | 23,623 | | | 11,925 | |
| Residential 1-4 Family - Revolving | **** | 5,444 | | | 5,346 | | | 2,960 | | | 5,444 | | | 2,960 | |
| Auto | **** | 556 | | | 526 | | | 532 | | | 556 | | | 532 | |
| Consumer | | 37 | | | 20 | | | 10 | | | 37 | | | 10 | |
| Other Commercial | | 3,161 | | | 1,415 | | | — | | | 3,161 | | | — | |
| Nonaccrual loans | $ | 131,240 | | $ | 162,615 | | $ | 36,847 | | $ | 131,240 | | $ | 36,847 | |
| Foreclosed property | **** | 2,001 | | 774 | | 404 | | **** | 2,001 | | 404 | | |||
| Total nonperforming assets (NPAs) | $ | 133,241 | | $ | 163,389 | | $ | 37,251 | | $ | 133,241 | | $ | 37,251 | |
| Construction and land development | $ | 1,856 | | $ | 22,807 | | $ | 82 | | $ | 1,856 | | $ | 82 | |
| Commercial real estate - owner occupied | **** | 2,790 | | | 1,817 | | | 1,239 | | | 2,790 | | | 1,239 | |
| Commercial real estate - non-owner occupied | | 2,283 | | | 2,764 | | | 1,390 | | | 2,283 | | | 1,390 | |
| Multifamily real estate | | 2,088 | | | — | | | 53 | | | 2,088 | | | 53 | |
| Commercial & Industrial | **** | 1,005 | | 2,657 | | 862 | | **** | 1,005 | | 862 | | |||
| Residential 1-4 Family - Commercial | **** | 2,570 | | 5,561 | | 801 | | **** | 2,570 | | 801 | | |||
| Residential 1-4 Family - Consumer | **** | 2,955 | | 1,487 | | 1,890 | | **** | 2,955 | | 1,890 | | |||
| Residential 1-4 Family - Revolving | **** | 1,816 | | 2,460 | | 1,186 | | **** | 1,816 | | 1,186 | | |||
| Auto | **** | 348 | | 150 | | 401 | | **** | 348 | | 401 | | |||
| Consumer | **** | 311 | | 79 | | 143 | | **** | 311 | | 143 | | |||
| Other Commercial | | — | | 30 | | 7,127 | | **** | — | | 7,127 | | |||
| LHFI ≥ 90 days and still accruing | $ | 18,022 | | $ | 39,812 | | $ | 15,174 | | $ | 18,022 | | $ | 15,174 | |
| Total NPAs and LHFI ≥ 90 days | $ | 151,263 | | $ | 203,201 | | $ | 52,425 | | $ | 151,263 | | $ | 52,425 | |
| NPAs / total LHFI | | 0.49 | % | 0.60 | % | 0.20 | % | **** | 0.49 | % | 0.20 | % | |||
| NPAs / total assets | **** | 0.36 | % | | 0.44 | % | | 0.15 | % | | 0.36 | % | | 0.15 | % |
| ALLL / nonaccrual loans | **** | 223.28 | % | | 194.06 | % | | 436.09 | % | | 223.28 | % | | 436.09 | % |
| ALLL/ nonperforming assets | **** | 219.93 | % | | 193.14 | % | | 431.36 | % | | 219.93 | % | | 431.36 | % |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Past Due Detail | | | | | | | | | | | | | | | |
| Construction and land development | $ | 1,387 | | $ | 447 | | $ | 1,559 | | $ | 1,387 | | $ | 1,559 | |
| Commercial real estate - owner occupied | **** | **** 5,346 | | 3,933 | | 2,291 | | **** | 5,346 | | 2,291 | | |||
| Commercial real estate - non-owner occupied | **** | 4,295 | | 1,295 | | 1,085 | | **** | 4,295 | | 1,085 | | |||
| Multifamily real estate | **** | 3,113 | | 410 | | 821 | | **** | 3,113 | | 821 | | |||
| Commercial & Industrial | **** | 4,902 | | 4,606 | | 5,876 | | **** | 4,902 | | 5,876 | | |||
| Residential 1-4 Family - Commercial | **** | 2,843 | | 3,186 | | 656 | | **** | 2,843 | | 656 | | |||
| Residential 1-4 Family - Consumer | **** | 1,871 | | 2,125 | | 471 | | **** | 1,871 | | 471 | | |||
| Residential 1-4 Family - Revolving | **** | 3,074 | | 4,270 | | 3,309 | | **** | 3,074 | | 3,309 | | |||
| Auto | **** | 2,744 | | 3,735 | | 2,796 | | **** | 2,744 | | 2,796 | | |||
| Consumer | | 329 | | | 274 | | | 700 | | | 329 | | | 700 | |
| Other Commercial | | — | | | 19 | | | 2 | | | — | | | 2 | |
| LHFI 30-59 days past due | $ | 29,904 | | $ | 24,300 | | $ | 19,566 | | $ | 29,904 | | $ | 19,566 | |
| Construction and land development | $ | 5,784 | | $ | 189 | | $ | 369 | | $ | 5,784 | | $ | 369 | |
| Commercial real estate - owner occupied | **** | **** 2,217 | | 537 | | 1,306 | | **** | 2,217 | | 1,306 | | |||
| Commercial real estate - non-owner occupied | **** | — | | 147 | | 6,875 | | **** | — | | 6,875 | | |||
| Multifamily real estate | | 2,553 | | | 727 | | | 135 | | | 2,553 | | | 135 | |
| Commercial & Industrial | **** | 8,397 | | 2,278 | | 549 | | **** | 8,397 | | 549 | | |||
| Residential 1-4 Family - Commercial | **** | 803 | | 552 | | 736 | | **** | 803 | | 736 | | |||
| Residential 1-4 Family - Consumer | **** | 3,320 | | 4,559 | | 6,950 | | **** | 3,320 | | 6,950 | | |||
| Residential 1-4 Family - Revolving | **** | 2,162 | | 2,094 | | 2,672 | | **** | 2,162 | | 2,672 | | |||
| Auto | **** | 867 | | 718 | | 468 | | **** | 867 | | 468 | | |||
| Consumer | | 179 | | | 387 | | | 182 | | | 179 | | | 182 | |
| Other Commercial | | — | | | 1,440 | | | 185 | | | — | | 185 | | |
| LHFI 60-89 days past due | $ | 26,282 | | $ | 13,628 | | $ | 20,427 | | $ | 26,282 | | $ | 20,427 | |
| | | | | | | | | | | | | | | | |
| Past Due and still accruing | $ | 74,208 | | $ | 77,740 | | $ | 55,167 | | $ | 74,208 | | $ | 55,167 | |
| Past Due and still accruing / total LHFI | | **** 0.27 | % | | 0.28 | % | | 0.30 | % | | 0.27 | % | | 0.30 | % |
| | | **** | | | | | | | **** | | | | |||
| Alternative Performance Measures (non-GAAP) | **** | | | | | | | | | | | | | | |
| Net interest income (FTE) ^(1)^ | **** | | | | | | | | | | | | | | |
| Net interest income (GAAP) | $ | 319,210 | | $ | 321,371 | | $ | 182,932 | | $ | 824,745 | | $ | 515,290 | |
| FTE adjustment | **** | 4,419 | | 4,362 | | 3,899 | | **** | 12,539 | | 11,436 | | |||
| Net interest income (FTE) (non-GAAP)^^ | $ | 323,629 | | $ | 325,733 | | $ | 186,831 | | $ | 837,284 | | $ | 526,726 | |
| Noninterest income (GAAP) | | 51,751 | | | 81,522 | | | 34,286 | | | 162,436 | | | 83,651 | |
| Total revenue (FTE) (non-GAAP) | $ | 375,380 | | $ | 407,255 | | $ | 221,117 | | $ | 999,720 | | $ | 610,377 | |
| | | | | | | | | | | | | | | | |
| Average earning assets | $ | 33,563,417 | | $ | 34,121,715 | | $ | 21,983,946 | | $ | 29,973,209 | | $ | 21,003,082 | |
| Net interest margin | **** | 3.77 | % | 3.78 | % | 3.31 | % | **** | 3.68 | % | 3.28 | % | |||
| Net interest margin (FTE) | **** | 3.83 | % | 3.83 | % | 3.38 | % | **** | 3.73 | % | 3.35 | % | |||
| | | | | | | | | | | | | | | | |
| Tangible Assets ^(2)^ | **** | | | | | | | | | | | | | | |
| Ending assets (GAAP) | $ | 37,072,733 | | $ | 37,289,371 | | $ | 24,803,723 | | $ | 37,072,733 | | $ | 24,803,723 | |
| Less: Ending goodwill | **** | 1,726,386 | | 1,710,912 | | 1,212,710 | | **** | 1,726,386 | | 1,212,710 | | |||
| Less: Ending amortizable intangibles | **** | 333,236 | | 351,381 | | 90,176 | | **** | 333,236 | | 90,176 | | |||
| Ending tangible assets (non-GAAP) | $ | 35,013,111 | | $ | 35,227,078 | | $ | 23,500,837 | | $ | 35,013,111 | | $ | 23,500,837 | |
| | | | | | | | | | | | | | | | |
| Tangible Common Equity ^(2)^ | **** | | | | | | | | | | | | | | |
| Ending equity (GAAP) | $ | 4,917,058 | | $ | 4,832,639 | | $ | 3,182,416 | | $ | 4,917,058 | | $ | 3,182,416 | |
| Less: Ending goodwill | **** | 1,726,386 | | 1,710,912 | | 1,212,710 | | **** | 1,726,386 | | 1,212,710 | | |||
| Less: Ending amortizable intangibles | **** | 333,236 | | 351,381 | | 90,176 | | **** | 333,236 | | 90,176 | | |||
| Less: Perpetual preferred stock | | 166,357 | | | 166,357 | | | 166,357 | | | 166,357 | | | 166,357 | |
| Ending tangible common equity (non-GAAP) | $ | 2,691,079 | | $ | 2,603,989 | | $ | 1,713,173 | | $ | 2,691,079 | | $ | 1,713,173 | |
| | | | | | | | | | | | | | | | |
| Average equity (GAAP) | $ | 4,866,989 | | $ | 4,761,630 | | $ | 3,112,509 | | $ | 4,276,987 | | $ | 2,901,666 | |
| Less: Average goodwill | **** | 1,711,081 | | 1,710,557 | | 1,209,590 | | **** | 1,547,051 | | 1,114,810 | | |||
| Less: Average amortizable intangibles | **** | 342,064 | | 360,589 | | 93,001 | | **** | 262,434 | | 69,522 | | |||
| Less: Average perpetual preferred stock | | **** 166,356 | | | 166,356 | | | 166,356 | | | 166,356 | | | 166,356 | |
| Average tangible common equity (non-GAAP) | $ | 2,647,488 | | $ | 2,524,128 | | $ | 1,643,562 | | $ | 2,301,146 | | $ | 1,550,978 | |
| | | | | | | | | | | | | | | | |
| ROTCE **** ^(2)(3)^ | | | | | | | | | | | | | | | |
| Net income available to common shareholders (GAAP) | $ | 89,173 | | $ | 16,824 | | $ | 73,448 | | $ | 152,848 | | $ | 142,445 | |
| Plus: Amortization of intangibles, tax effected | | **** 14,335 | | | 14,562 | | | 4,585 | | | 33,161 | | | 10,817 | |
| Net income available to common shareholders before amortization of intangibles (non-GAAP) | $ | 103,508 | | $ | 31,386 | | $ | 78,033 | | $ | 186,009 | | $ | 153,262 | |
| | | | | | | | | | | | | | | | |
| Return on average tangible common equity (ROTCE) | | 15.51 | % | | 4.99 | % | | 18.89 | % | | 10.81 | % | | 13.20 | % |
****
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Operating Measures^(4)^ | | | | | | | | | | | | | | | |
| Net income (GAAP) | $ | 92,140 | | $ | 19,791 | | $ | 76,415 | | $ | 161,749 | | $ | 151,346 | |
| Plus: Merger-related costs, net of tax | | 26,856 | | | 63,349 | | | 1,085 | | | 94,847 | | | 26,884 | |
| Plus: FDIC special assessment, net of tax | | — | | | — | | | — | | | — | | | 664 | |
| Plus: Deferred tax asset write-down | | — | | | — | | | — | | | — | | | 4,774 | |
| Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of tax | | — | | | 77,742 | | | — | | | 77,742 | | | 11,520 | |
| Less: Gain (loss) on sale of securities, net of tax | **** | 3 | | 12 | | 3 | | **** | (64) | | (5,143) | | |||
| Less: (Loss) gain on CRE loan sale, net of tax | | (3,700) | | 12,104 | | — | | | 8,405 | | | — | | ||
| Less: Gain on sale of equity interest in CSP, net of tax | **** | — | | 10,654 | | — | | **** | 10,654 | | — | | |||
| Adjusted operating earnings (non-GAAP) | **** | 122,693 | | 138,112 | | 77,497 | | **** | 315,343 | | 200,331 | | |||
| Less: Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | | | 8,901 | | | 8,901 | |
| Adjusted operating earnings available to common shareholders (non-GAAP) | $ | 119,726 | | $ | 135,145 | | $ | 74,530 | | $ | 306,442 | | $ | 191,430 | |
| | | | | | | | | | | | | | | | |
| Operating Efficiency Ratio^(1)(6)^ | | | | | | | | | | | | | | | |
| Noninterest expense (GAAP) | $ | 238,446 | | $ | 279,698 | | $ | 122,582 | | $ | 652,327 | | $ | 377,859 | |
| Less: Amortization of intangible assets | | 18,145 | | | 18,433 | | | 5,804 | | | 41,976 | | | 13,693 | |
| Less: Merger-related costs | **** | 34,812 | | 78,900 | | 1,353 | | **** | 118,652 | | 33,005 | | |||
| Less: FDIC special assessment | | — | | | — | | | — | | | — | | | 840 | |
| Adjusted operating noninterest expense (non-GAAP) | $ | 185,489 | | $ | 182,365 | | $ | 115,425 | | $ | 491,699 | | $ | 330,321 | |
| | | | | | | | | | | | | | | | |
| Noninterest income (GAAP) | $ | 51,751 | | $ | 81,522 | | $ | 34,286 | | $ | 162,436 | | $ | 83,651 | |
| Less: Gain (loss) on sale of securities | | 4 | | | 16 | | | 4 | | | (83) | | | (6,510) | |
| Less: (Loss) gain on CRE loan sale | | (4,805) | | | 15,720 | | | — | | | 10,915 | | | — | |
| Less: Gain on sale of equity interest in CSP | | — | | | 14,300 | | | — | | | 14,300 | | | — | |
| Adjusted operating noninterest income (non-GAAP) | $ | 56,552 | | $ | 51,486 | | $ | 34,282 | | $ | 137,304 | | $ | 90,161 | |
| | | | | | | | | | | | | | | | |
| Net interest income (FTE) (non-GAAP)^(1)^ | $ | 323,629 | | $ | 325,733 | | $ | 186,831 | | $ | 837,284 | | $ | 526,726 | |
| Adjusted operating noninterest income (non-GAAP) | **** | 56,552 | | 51,486 | | 34,282 | | **** | 137,304 | | 90,161 | | |||
| Total adjusted revenue (FTE) (non-GAAP) ^(1)^ | $ | 380,181 | | $ | 377,219 | | $ | 221,113 | | $ | 974,588 | | $ | 616,887 | |
| | | | | | | | | | | | | | | | |
| Efficiency ratio | **** | 64.28 | % | 69.42 | % | 56.43 | % | **** | 66.08 | % | 63.09 | % | |||
| Efficiency ratio (FTE) ^(1)^ | **** | 63.52 | % | 68.68 | % | 55.44 | % | **** | 65.25 | % | 61.91 | % | |||
| Adjusted operating efficiency ratio (FTE) ^(1)(6)^ | | 48.79 | % | | 48.34 | % | | 52.20 | % | | 50.45 | % | | 53.55 | % |
| | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | | |||
| Operating ROA & ROE ^(4)^ | | | | | | | | | | | | | | | |
| Adjusted operating earnings (non-GAAP) | $ | 122,693 | | $ | 138,112 | | $ | 77,497 | | $ | 315,343 | | $ | 200,331 | |
| | | | | | | | | | | | | | | | |
| Average assets (GAAP) | $ | 37,377,383 | | $ | 37,939,232 | | $ | 24,613,518 | | $ | 33,378,378 | | $ | 23,489,608 | |
| Return on average assets (ROA) (GAAP) | | 0.98 | % | | 0.21 | % | | 1.24 | % | | 0.65 | % | | 0.86 | % |
| Adjusted operating return on average assets (ROA) (non-GAAP) | **** | 1.30 | % | 1.46 | % | 1.25 | % | **** | 1.26 | % | 1.14 | % | |||
| | **** | | | | | | | **** | | | | | |||
| Average equity (GAAP) | $ | 4,866,989 | | $ | 4,761,630 | | $ | 3,112,509 | | $ | 4,276,987 | | $ | 2,901,666 | |
| Return on average equity (ROE) (GAAP) | **** | 7.51 | % | 1.67 | % | 9.77 | % | **** | 5.06 | % | 6.97 | % | |||
| Adjusted operating return on average equity (ROE) (non-GAAP) | | 10.00 | % | | 11.63 | % | | 9.91 | % | | 9.86 | % | | 9.22 | % |
| | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | | |||
| Operating ROTCE ^(2)(3)(4)^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | | |||
| Adjusted operating earnings available to common shareholders (non-GAAP) | $ | 119,726 | | $ | 135,145 | | $ | 74,530 | | $ | 306,442 | | $ | 191,430 | |
| Plus: Amortization of intangibles, tax effected | | 14,335 | | | 14,562 | | | 4,585 | | | 33,161 | | | 10,817 | |
| Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP) | $ | 134,061 | | $ | 149,707 | | $ | 79,115 | | $ | 339,603 | | $ | 202,247 | |
| | | | | | | | | | | | | | | | |
| Average tangible common equity (non-GAAP) | $ | 2,647,488 | | $ | 2,524,128 | | $ | 1,643,562 | | $ | 2,301,146 | | $ | 1,550,978 | |
| Adjusted operating return on average tangible common equity (non-GAAP) | **** | 20.09 | % | 23.79 | % | 19.15 | % | **** | 19.73 | % | 17.42 | % | |||
| | | | | | | | | | | | | | | | |
| Pre-tax pre-provision adjusted operating earnings ^(7)^ | | | | | | | | | | | | | | | |
| Net income (GAAP) | $ | 92,140 | | $ | 19,791 | | $ | 76,415 | | $ | 161,749 | | $ | 151,346 | |
| Plus: Provision for credit losses | | 16,233 | | | 105,707 | | | 2,603 | | | 139,578 | | | 32,592 | |
| Plus: Income tax expense (benefit) | **** | 24,142 | | (2,303) | | 15,618 | | **** | 33,527 | | 37,144 | | |||
| Plus: Merger-related costs | | 34,812 | | | 78,900 | | | 1,353 | | | 118,652 | | | 33,005 | |
| Plus: FDIC special assessment | | — | | | — | | | — | | | — | | | 840 | |
| Less: Gain (loss) on sale of securities | | 4 | | | 16 | | | 4 | | | (83) | | | (6,510) | |
| Less: (Loss) gain on CRE loan sale | | (4,805) | | | 15,720 | | | — | | | 10,915 | | | — | |
| Less: Gain on sale of equity interest in CSP | | — | | | 14,300 | | | — | | | 14,300 | | | — | |
| Pre-tax pre-provision adjusted operating earnings (non-GAAP) | $ | 172,128 | | $ | 172,059 | | $ | 95,985 | | $ | 428,374 | | $ | 261,437 | |
| Less: Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | | | 8,901 | | | 8,901 | |
| Pre-tax pre-provision adjusted operating earnings available to common shareholders (non-GAAP) | $ | 169,161 | | $ | 169,092 | | $ | 93,018 | | $ | 419,473 | | $ | 252,536 | |
| | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding, diluted | | 141,986,217 | | | 141,738,325 | | | 89,780,531 | | | 124,794,832 | | | 84,933,213 | |
| Pre-tax pre-provision earnings per common share, diluted | $ | 1.19 | | $ | 1.19 | | $ | 1.04 | | $ | 3.36 | | $ | 2.97 | |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | As of & For Three Months Ended | As of & For Nine Months Ended | | ||||||||||||
| | 9/30/25 | **** | 6/30/25 | **** | 9/30/24 | **** | 9/30/25 | | 9/30/24 | | |||||
| Mortgage Origination Held for Sale Volume | | | | | | | | | | | | | | | |
| Refinance Volume | $ | 11,296 | | $ | 15,126 | | $ | 4,285 | | $ | 36,457 | | $ | 14,157 | |
| Purchase Volume | **** | 97,729 | | 131,192 | | 56,634 | | **** | 262,654 | | 136,889 | | |||
| Total Mortgage loan originations held for sale | $ | 109,025 | | $ | 146,318 | | $ | 60,919 | | $ | 299,111 | | $ | 151,046 | |
| % of originations held for sale that are refinances | **** | 10.4 | % | 10.3 | % | 7.0 | % | **** | 12.2 | % | 9.4 | % | |||
| | **** | | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |
| Wealth | **** | **** | | | | | | **** | | | | | |||
| Assets under management | $ | 14,819,080 | | $ | 14,270,205 | | $ | 6,826,123 | | $ | 14,819,080 | | $ | 6,826,123 | |
| | **** | | | | | | | **** | | | | | |||
| Other Data | | **** | | | | | | | | | | | | | |
| End of period full-time equivalent employees | | 3,100 | | | 3,160 | | | 2,122 | | | 3,100 | | 2,122 | |
| (1) | These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), and total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components. |
|---|---|
| (2) | These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. |
| --- | --- |
| (3) | These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and is useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally. |
| --- | --- |
| (4) | |
| --- | |
| (4) | These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, FDIC special assessments, deferred tax asset write-down, the CECL Day 1 non-PCD loans and RUC provision expense, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations. 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 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 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 loans, which represents the CECL “double count” of the non-PCD credit mark, and the additional provision for unfunded commitments. The Company 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 presentation provides investors with additional information to assist in period-to-period and company-to-company comparisons of operating performance, which will aid investors in analyzing the Company’s performance. Prior period non-GAAP operating measures presented in this release have been recast to conform to this updated presentation. |
| --- | --- |
| (5) | All ratios at September 30, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed. |
| --- | --- |
| (6) | The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. This measure is similar to the measure used by the Company when analyzing corporate performance and is also similar to the measure used for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations. |
| --- | --- |
| (7) | These are non-GAAP financial measures. Pre-tax pre-provision adjusted earnings excludes, as applicable, the provision for credit losses, which can fluctuate significantly from period-to-period under the CECL methodology, income tax expense (benefit), merger-related costs, FDIC special assessments, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations. |
| --- | --- |
| (8) | The calculations for the periods prior to March 31, 2025 exclude the impact of unvested restricted stock awards outstanding as of each period end; however, unvested shares are reflected in March 31, 2025 and subsequent period ratios. |
| --- | --- |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | September 30, | | December 31, | | September 30, | |||
| | 2025 | 2024 | 2024 | |||||
| ASSETS | | (unaudited) | | | (audited) | | | (unaudited) |
| Cash and cash equivalents: | | | | | | | | |
| Cash and due from banks | $ | 342,490 | | $ | 196,435 | | $ | 232,222 |
| Interest-bearing deposits in other banks | | 447,323 | | | 153,695 | | | 291,163 |
| Federal funds sold | | 4,852 | | | 3,944 | | | 4,685 |
| Total cash and cash equivalents | | 794,665 | | | 354,074 | | | 528,070 |
| Securities available for sale, at fair value | | 4,267,523 | | | 2,442,166 | | | 2,608,182 |
| Securities held to maturity, at carrying value | | 883,786 | | | 803,851 | | | 807,080 |
| Restricted stock, at cost | | 159,320 | | | 102,954 | | | 117,881 |
| Loans held for sale | | 24,772 | | | 9,420 | | | 11,078 |
| Loans held for investment, net of deferred fees and costs | | 27,361,173 | | | 18,470,621 | | | 18,337,299 |
| Less: allowance for loan and lease losses | | 293,035 | | | 178,644 | | | 160,685 |
| Total loans held for investment, net | | 27,068,138 | | | 18,291,977 | | | 18,176,614 |
| Premises and equipment, net | | 168,315 | | | 112,704 | | | 115,093 |
| Goodwill | | 1,726,386 | | | 1,214,053 | | | 1,212,710 |
| Amortizable intangibles, net | | 333,236 | | | 84,563 | | | 90,176 |
| Bank owned life insurance | | 669,102 | | | 493,396 | | | 489,759 |
| Other assets | | 977,490 | | | 676,165 | | | 647,080 |
| Total assets | $ | 37,072,733 | | $ | 24,585,323 | | $ | 24,803,723 |
| LIABILITIES | | | | | | | | |
| Noninterest-bearing demand deposits | $ | 7,104,642 | | $ | 4,277,048 | | $ | 4,422,909 |
| Interest-bearing deposits | | 23,560,682 | | | 16,120,571 | | | 15,882,378 |
| Total deposits | | 30,665,324 | | | 20,397,619 | | | 20,305,287 |
| Securities sold under agreements to repurchase | | 91,630 | | | 56,275 | | | 59,227 |
| Other short-term borrowings | | — | | | 60,000 | | | 375,000 |
| Long-term borrowings | | 768,682 | | | 418,303 | | | 417,937 |
| Other liabilities | | 630,039 | | | 510,247 | | | 463,856 |
| Total liabilities | | 32,155,675 | | | 21,442,444 | | | 21,621,307 |
| Commitments and contingencies | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | |
| Preferred stock, $10.00 par value | | 173 | | | 173 | | | 173 |
| Common stock, $1.33 par value | | 188,504 | | | 118,519 | | | 118,494 |
| Additional paid-in capital | | 3,882,830 | | | 2,280,547 | | | 2,277,024 |
| Retained earnings | | 1,128,659 | | | 1,103,326 | | | 1,079,032 |
| Accumulated other comprehensive loss | | (283,108) | | | (359,686) | | | (292,307) |
| Total stockholders' equity | | 4,917,058 | | | 3,142,879 | | | 3,182,416 |
| Total liabilities and stockholders' equity | $ | 37,072,733 | | $ | 24,585,323 | | $ | 24,803,723 |
| | | | | | | | | |
| Common shares outstanding | | 141,732,071 | | | 89,770,231 | | | 89,774,392 |
| Common shares authorized | | 200,000,000 | | | 200,000,000 | | | 200,000,000 |
| Preferred shares outstanding | | 17,250 | | | 17,250 | | | 17,250 |
| Preferred shares authorized | | 500,000 | | | 500,000 | | | 500,000 |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Nine Months Ended | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
| | 2025 | | 2025 | 2024 | 2025 | | 2024 | |||||||
| Interest and dividend income: | | | | | | | | | | | | | | |
| Interest and fees on loans | $ | 441,944 | | $ | 458,766 | | $ | 291,089 | | $ | 1,172,224 | | $ | 810,886 |
| Interest on deposits in other banks | | 12,478 | | | 4,991 | | | 1,060 | | | 19,982 | | | 4,977 |
| Interest and dividends on securities: | | | | | | | | | | | | | | |
| Taxable | | 40,601 | | | 38,260 | | | 24,247 | | | 102,509 | | | 68,012 |
| Nontaxable | | 8,414 | | | 8,355 | | | 8,132 | | | 24,930 | | | 24,455 |
| Total interest and dividend income | | 503,437 | | | 510,372 | | | 324,528 | | | 1,319,645 | | | 908,330 |
| Interest expense: | | | | | | | | | | | | | | |
| Interest on deposits | | 170,721 | | | 171,343 | | | 130,216 | | | 457,650 | | | 354,584 |
| Interest on short-term borrowings | | 626 | | | 4,147 | | | 5,698 | | | 5,682 | | | 22,049 |
| Interest on long-term borrowings | | 12,880 | | | 13,511 | | | 5,682 | | | 31,568 | | | 16,407 |
| Total interest expense | | 184,227 | | | 189,001 | | | 141,596 | | | 494,900 | | | 393,040 |
| Net interest income | | 319,210 | | | 321,371 | | | 182,932 | | | 824,745 | | | 515,290 |
| Provision for credit losses | | 16,233 | | | 105,707 | | | 2,603 | | | 139,578 | | | 32,592 |
| Net interest income after provision for credit losses | | 302,977 | | | 215,664 | | | 180,329 | | | 685,167 | | | 482,698 |
| Noninterest income: | | | | | | | | | | | | | | |
| Service charges on deposit accounts | | 12,838 | | | 12,220 | | | 9,792 | | | 34,743 | | | 27,447 |
| Other service charges, commissions and fees | | 2,325 | | | 2,245 | | | 2,002 | | | 6,332 | | | 5,700 |
| Interchange fees | | 4,089 | | | 3,779 | | | 3,371 | | | 10,816 | | | 8,791 |
| Fiduciary and asset management fees | | 18,595 | | | 17,723 | | | 6,858 | | | 43,014 | | | 18,603 |
| Mortgage banking income | | 2,811 | | | 2,821 | | | 1,214 | | | 6,605 | | | 3,274 |
| Gain (loss) on sale of securities | | 4 | | | 16 | | | 4 | | | (83) | | | (6,510) |
| Bank owned life insurance income | | 5,116 | | | 7,327 | | | 5,037 | | | 15,979 | | | 12,074 |
| Loan-related interest rate swap fees | | 5,911 | | | 1,733 | | | 1,503 | | | 10,043 | | | 4,353 |
| Other operating income | | 62 | | | 33,658 | | | 4,505 | | | 34,987 | | | 9,919 |
| Total noninterest income | | 51,751 | | | 81,522 | | | 34,286 | | | 162,436 | | | 83,651 |
| Noninterest expenses: | | | | | | | | | | | | | | |
| Salaries and benefits | | 108,319 | | | 109,942 | | | 69,454 | | | 293,676 | | | 199,867 |
| Occupancy expenses | | 13,582 | | | 12,782 | | | 7,806 | | | 34,944 | | | 22,267 |
| Furniture and equipment expenses | | 6,536 | | | 6,344 | | | 3,685 | | | 16,794 | | | 10,799 |
| Technology and data processing | | 17,009 | | | 17,248 | | | 9,737 | | | 44,444 | | | 28,138 |
| Professional services | | 8,774 | | | 7,808 | | | 3,994 | | | 21,268 | | | 11,452 |
| Marketing and advertising expense | | 5,100 | | | 3,757 | | | 3,308 | | | 12,041 | | | 8,609 |
| FDIC assessment premiums and other insurance | | 8,817 | | | 8,642 | | | 5,282 | | | 22,660 | | | 15,099 |
| Franchise and other taxes | | 4,669 | | | 4,688 | | | 5,256 | | | 14,000 | | | 14,770 |
| Loan-related expenses | | 1,933 | | | 1,278 | | | 1,445 | | | 4,461 | | | 4,043 |
| Amortization of intangible assets | | 18,145 | | | 18,433 | | | 5,804 | | | 41,976 | | | 13,693 |
| Merger-related costs | | 34,812 | | | 78,900 | | | 1,353 | | | 118,652 | | | 33,005 |
| Other expenses | | 10,750 | | | 9,876 | | | 5,458 | | | 27,411 | | | 16,117 |
| Total noninterest expenses | | 238,446 | | | 279,698 | | | 122,582 | | | 652,327 | | | 377,859 |
| Income before income taxes | | 116,282 | | | 17,488 | | | 92,033 | | | 195,276 | | | 188,490 |
| Income tax expense (benefit) | | 24,142 | | | (2,303) | | | 15,618 | | | 33,527 | | | 37,144 |
| Net Income | $ | 92,140 | | $ | 19,791 | | $ | 76,415 | | $ | 161,749 | | $ | 151,346 |
| Dividends on preferred stock | | 2,967 | | | 2,967 | | | 2,967 | | | 8,901 | | | 8,901 |
| Net income available to common shareholders | $ | 89,173 | | $ | 16,824 | | $ | 73,448 | | $ | 152,848 | | $ | 142,445 |
| | | | | | | | | | | | | | | |
| Basic earnings per common share | $ | 0.63 | | $ | 0.12 | | $ | 0.82 | | $ | 1.23 | | $ | 1.68 |
| Diluted earnings per common share | $ | 0.63 | | $ | 0.12 | | $ | 0.82 | | $ | 1.22 | | $ | 1.68 |
ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED)
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarter Ended | ||||||||||||||
| | September 30, 2025 | | June 30, 2025 | ||||||||||||
| | Average Balance | **** | Interest Income / Expense^(1)^ | **** | Yield / Rate ^(1)(2)^ | **** | Average Balance | **** | Interest Income / Expense^(1)^ | **** | Yield / Rate ^(1)(2)^ | ||||
| Assets: | **** | | | | | | | | | | | | | | |
| Securities: | **** | | | | | | | | | | | | | | |
| Taxable | $ | 3,677,164 | | $ | 40,601 | | 4.38% | | $ | 3,441,963 | | $ | 38,260 | | 4.46% |
| Tax-exempt | | 1,278,133 | | | 10,651 | | 3.31% | | | 1,279,773 | | | 10,576 | | 3.31% |
| Total securities | | 4,955,297 | | | 51,252 | | 4.10% | | | 4,721,736 | | | 48,836 | | 4.15% |
| LHFI, net of deferred fees and costs ^(3)(4)^ | | 27,386,338 | | | 443,639 | | 6.43% | | | 27,094,551 | | | 437,819 | | 6.48% |
| Other earning assets | | 1,221,782 | | | 12,965 | | 4.21% | | | 2,305,428 | | | 28,079 | | 4.89% |
| Total earning assets | | 33,563,417 | | $ | 507,856 | | 6.00% | | | 34,121,715 | | $ | 514,734 | | 6.05% |
| Allowance for loan and lease losses | | (320,915) | | | | | | | | (349,131) | | | | | |
| Total non-earning assets | | 4,134,881 | | | | | | | | 4,166,648 | | | | | |
| Total assets | $ | 37,377,383 | | | | | | | $ | 37,939,232 | | | | | |
| | | | | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity: | | | | | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | | | | | |
| Transaction and money market accounts | $ | 14,899,443 | | $ | 98,205 | | 2.61% | | $ | 14,748,786 | | $ | 95,719 | | 2.60% |
| Regular savings | | 2,889,284 | | | 14,240 | | 1.96% | | | 2,848,416 | | | 13,818 | | 1.95% |
| Time deposits ^(5)^ | | 6,283,031 | | | 58,276 | | 3.68% | | | 6,553,018 | | | 61,806 | | 3.78% |
| Total interest-bearing deposits | | 24,071,758 | | | 170,721 | | 2.81% | | | 24,150,220 | | | 171,343 | | 2.85% |
| Other borrowings^(6)^ | | 868,783 | | | 13,506 | | 6.17% | | | 1,331,793 | | | 17,658 | | 5.32% |
| Total interest-bearing liabilities | $ | 24,940,541 | | $ | 184,227 | | 2.93% | | $ | 25,482,013 | | $ | 189,001 | | 2.97% |
| | | | | | | | | | | | | | | | |
| Noninterest-bearing liabilities: | | | | | | | | | | | | | | | |
| Demand deposits | | 6,959,897 | | | | | | | | 7,093,163 | | | | | |
| Other liabilities | | 609,956 | | | | | | | | 602,426 | | | | | |
| Total liabilities | | 32,510,394 | | | | | | | | 33,177,602 | | | | | |
| Stockholders' equity | | 4,866,989 | | | | | | | | 4,761,630 | | | | | |
| Total liabilities and stockholders' equity | $ | 37,377,383 | | | | | | | $ | 37,939,232 | | | | | |
| | | | | | | | | | | | | | | | |
| Net interest income (FTE) | | | | $ | 323,629 | | | | | | | $ | 325,733 | | |
| | | | | | | | | | | | | | | | |
| Interest rate spread | | | | | | | 3.07% | | | | | | | | 3.08% |
| Cost of funds | | | | | | | 2.17% | | | | | | | | 2.22% |
| Net interest margin (FTE) | | | | | | | 3.83% | | | | | | | | 3.83% |
| (1) | Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%. |
|---|---|
| (2) | Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above. |
| --- | --- |
| (3) | Nonaccrual loans are included in average loans outstanding. |
| --- | --- |
| (4) | Interest income on loans includes $43.9 million and $45.7 million for the three months ended September 30, 2025 and June 30, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions. |
| --- | --- |
| (5) | Interest expense on time deposits includes $1.2 million and $1.9 million for the three months ended September 30, 2025 and June 30, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions. |
| --- | --- |
| (6) | Interest expense on borrowings includes $3.3 million and $2.3 million for the three months ended September 30, 2025 and June 30, 2025, respectively, in amortization of the fair market value adjustments related to acquisitions. |
| --- | --- |
Exhibit 99.2
| Q3 2025 EARNINGS<br>PRESENTATION NYSE: AUB<br>October 23, 2025 | ||
|---|---|---|
| 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 our<br>acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring”) and expectations with regard to the benefits of the Sandy Spring acquisition, statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic<br>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 our business, loan demand and economic conditions, in our markets and nationally;<br>management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; statements regarding our North Carolina expansion strategy and the impact of such strategy, statements that include other projections, predictions,<br>expectations, or beliefs about future events or results or otherwise are not statements of historical fact, and statements on the slides entitled “2025 Financial Outlook (inclusive of Sandy Spring beginning April 1st)” and “North Carolina Expansion Strategy.” Such forward-looking<br>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 may cause actual results, performance, or achievements to be<br>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 “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,”<br>“may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of Atlantic Union Bankshares Corporation (the “Company,” “AUB,” “we,” “us” or “our”) and our management about<br>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 our business and operations, there can be no assurance that actual future results,<br>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 forward-looking statements. Actual future results, performance, achievements or trends may differ<br>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 and<br>our loan and securities portfolios;<br>• economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer<br>and client behavior;<br>• U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic<br>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 actions<br>taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to<br>attract and retain depositors and to borrow or raise capital;<br>• legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration,<br>including changes in federal state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement<br>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 operate<br>and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels,<br>U.S. fiscal debt, budget and tax matters, U.S. government shutdowns, and slowdowns in economic growth;<br>• the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the<br>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 the<br>strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events,<br>or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two<br>companies;<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 changing<br>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>• 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 the ability of our borrowers to satisfy their obligations to<br>us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and<br>methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks<br>posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and<br>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 things,<br>additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;<br>• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets,<br>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 December 31, 2024, and<br>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 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 substantially realized, they may not have the<br>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 made. We do not intend or assume any obligation to<br>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. | ||
| --- | ||
| 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 in which the<br>Company competes, its market position and market share within these industries are<br>inherently imprecise and are subject to significant business, economic and competitive<br>uncertainties beyond the Company's control. In addition, assumptions and estimates of the<br>Company and its industries' future performance are necessarily subject to a high degree of<br>uncertainty and risk due to a variety of factors. These and other factors could cause future<br>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; Atlantic Union Financial Consultants,<br>LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers<br>various lines of insurance products. | ||
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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 Mid-Atlantic, Maryland<br>and Virginia2,3<br>#1<br>$37.1 Billion<br> Assets<br>$27.4 Billion<br> Loans<br>$30.7 Billion<br> Deposits<br>$4.8 Billion<br>Market Capitalization<br>Soundness | Profitability | Growth<br>1. Assets, Loans, Deposits are as of September 30, 2025. Branch Count as of October 14, 2025 and Market Cap as of October 22, 2025.<br>2. Based on deposit market share. 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>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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| AUB Q3 2025<br>FINANCIAL RESULTS | ||
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| 7<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measure in "Appendix - Reconciliation of Non-GAAP Disclosures”<br>HIGHLIGHTS<br>Q3 2025<br>LOANS & DEPOSITS<br>Loan growth was approximately 0.5% annualized in<br>seasonally slow Q3 2025. Average loan growth<br>quarter over quarter of 4.3% annualized<br>Non-interest bearing deposits remained at 23% of<br>total deposits<br>Loan/Deposit ratio of 89.2% at September 30, 2025<br>POSITIONING<br>FOR LONG TERM<br>Lending pipelines remain healthy<br>Focused on generating positive operating leverage<br>DIFFERENTIATED<br>CLIENT EXPERIENCE<br>Responsive, strong and capable alternative to large<br>national banks, while competitive with and more<br>capable than smaller banks<br>CAPITALIZE ON<br>STRATEGIC OPPORTUNITIES<br>Focused on execution and integration of Sandy Spring<br>franchise<br>Successfully converted core systems of Sandy Spring<br>over weekend of October 11 and concurrently closed 5<br>branches<br>Organic expansion in North Carolina planned in 2026<br>FINANCIAL RATIOS<br>Q3 2025 adjusted operating return on tangible common<br>equity of 20.1%1<br>Q3 2025 adjusted operating return on assets of 1.30%1<br>Q3 2025 adjusted operating efficiency ratio (FTE) of 48.8%1<br>ASSET QUALITY<br>Q3 2025 net charge-offs at 56 basis points and year to<br>date net charge-offs at 23 bps of total average loans<br>held for investment annualized – maintain net charge-off ratio outlook of 15-20 bps for full year<br>Charged off two individually assessed C&I loans,<br>which had been partially reserved for in prior quarters<br>Allowance for Credit Loss as a percentage of loans<br>held for investment of 1.17% 7 | ||
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| Source: Most recent data available from SNL Financial; Bureau of Economic Analysis; Bureau of Labor Statistics, CNBC, U.S. Small Business Administration, Business Facilities 8<br>AMONG THE MOST ATTRACTIVE<br>STATES IN USA FOR BUSINESS<br>Virginia rated 1st in Workforce<br>Training and Cybersecurity, 2nd<br>in Tech Talent Pipeline and 3<br>rd in<br>Business Climate<br>North Carolina rated 2nd in<br>Business Climate<br>Virginia ranked 3rd and Maryland<br>ranked 4th in AI Growth Hubs<br># State August 2025<br>%<br>1 South Dakota 1.9<br>2 North Dakota 2.5<br>2 Vermont 2.5<br>4 Hawaii 2.7<br>5 Alabama 2.9<br>5 Montana 2.9<br>7 Nebraska 3.0<br>7 New Hampshire 3.0<br># State Pop.<br>(Millions)<br>1 California 38.9<br>2 Texas 31.2<br>3 Florida 23.2<br>4 New York 19.4<br>5 Pennsylvania 13.0<br>6 Illinois 12.5<br>7 Ohio 11.8<br>8 Georgia 11.2<br># State HHI ($)<br>1 District of Columbia 106,049<br>2 New Jersey 99,357<br>3 Maryland 99,340<br>4 Massachusetts 98,170<br>5 New Hampshire 96,809<br>6 Washington 96,120<br>7 Utah 95,601<br>8 Colorado 95,479<br># State GDP<br>($Billions)<br>1 California 4,198<br>2 Texas 2,798<br>3 New York 2,364<br>4 Florida 1,762<br>5 Illinois 1,158<br>6 Pennsylvania 1,055<br>7 Ohio 953<br>8 Georgia 907<br># State Pop.<br>(Millions)<br>9 North Carolina 11.1<br>10 Michigan 10.1<br>11 New Jersey 9.3<br>12 Virginia 8.8<br>13 Washington 7.9<br>14 Arizona 7.6<br>15 Tennessee 7.3<br>19 Maryland 6.2<br># State HHI ($)<br>9 Connecticut 95,392<br>10 California 95,065<br>11 Hawaii 94,556<br>12 Alaska 94,247<br>13 Virginia 92,714<br>14 Minnesota 88,572<br>15 Delaware 87,667<br>37 North Carolina 71,489<br># State August 2025<br>%<br>9 Oklahoma 3.1<br>9 Wisconsin 3.1<br>15 Maryland 3.6<br>15 Virginia 3.6<br>20 North Carolina 3.7<br>51 District of Columbia 6.0<br>National Rate 4.3<br># State GDP<br>($Billions)<br>9 Washington 872<br>10 New Jersey 867<br>11 North Carolina 866<br>12 Massachusetts 798<br>13 Virginia 787<br>14 Michigan 726<br>15 Colorado 569<br>18 Maryland 557<br>Ranked Virginia the Best State for<br>Business for 2024, 2021 and 2020<br>and 2nd best in 2023<br>North Carolina ranked best in 2025<br>and 2023 and 2nd best in 2024<br>Maryland ranked 8th for Technology<br>and Innovation in 2024<br>Virginia has 854,172 small businesses —<br>99.6% of VA businesses<br>Maryland has 668,365 small businesses<br>— 99.6% of MD businesses<br>North Carolina has 1.1 million small<br>businesses — 99.6% of<br>NC businesses<br>MEDIAN HOUSEHOLD INCOME ($) 2025 POPULATION (MILLIONS)<br>2025 GDP UNEMPLOYMENT BY STATE<br>( $ B I LLI O N S ) | ||
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| 9<br>SUMMARIZED INCOME STATEMENT<br>3Q2025 2Q2025 $ Change % Change<br>Net interest income $319,210 $321,371 ($2,161) (0.7%)<br>- Provision for credit losses 16,233 105,707 (89,474) (84.6%)<br>+ Noninterest income 51,751 81,522 (29,771) (36.5%)<br>- Noninterest expense 238,446 279,698 (41,252) (14.7%)<br>- Income tax expense (benefit) 24,142 (2,303) 26,445 NM<br>Net income (GAAP) $92,140 $19,791 $72,349 NM<br>- Dividends on preferred stock 2,967 2,967 — 0.0%<br>Net income available to common shareholders (GAAP) $89,173 $16,824 $72,349 NM<br>+ Merger-related costs, net of tax 26,856 63,349 (36,493) (57.6%)<br>- Gain on sale of securities, net of tax 3 12 (9) (75.0%)<br>+CECL Day 1 non-PCD loans and RUC provision expense, net of tax — 77,742 (77,742) (100.0%)<br>- (Loss) gain on CRE loan sale, net of tax (3,700) 12,104 (15,804) (130.6%)<br>- Gain on sale of equity interest in CSP, net of tax — 10,654 (10,654) (100.0%)<br>Adjusted operating earnings available to common shareholders (non-GAAP)1<br>$119,726 $135,145 ($15,419) (11.4%)<br>NM - Not Meaningful<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>Q3 2025 FINANCIAL PERFORMANCE AT-A-GLANCE<br>• Reported net income available to common<br>shareholders increased $72.3 million, primarily<br>driven by:<br>• A decrease in the provision for credit losses,<br>primarily driven by $100.9 million in aggregate<br>initial provision expense recorded in the<br>second quarter related to the Sandy Spring<br>acquisition<br>• A decrease in noninterest expense, primarily<br>driven by a $44.1 million decrease in pre-tax<br>merger-related costs related to the Sandy<br>Spring acquisition in the third quarter<br>• A decrease in noninterest income, primarily<br>driven by a $15.7 million pre-tax gain on the<br>commercial real estate (“CRE”) loan sale in the<br>prior quarter, compared to a $4.8 million pre-tax loss in the third quarter of 2025 related to<br>the final CRE loan sale settlement, as well as a<br>$14.3 million pre-tax gain on the sale of our<br>equity interest in Cary Street Partners (“CSP”)<br>in the second quarter of 2025.<br>• An increase in income tax expense primarily<br>due to an increase in pre-tax income in the third<br>quarter as well as the impact of an $8.0 million<br>income tax benefit recognized in the prior<br>quarter due to the re-evaluation of state net<br>deferred tax assets as a result of the Sandy<br>Spring acquisition.<br>• Adjusted operating earnings available to common<br>shareholders1 decreased $15.4 million primarily<br>driven by:<br>• An increase in income tax expense as<br>described above<br>• An increase in provision for credit losses,<br>primarily due to an increase in net charge-offs,<br>primarily related to two individually assessed<br>C&I loans, which were partially reserved for in<br>prior quarters.<br>EARNINGS METRICS<br>3Q2025 2Q2025<br>Net Income available to common shareholders $89,173 $16,824<br>Common EPS, diluted $0.63 $0.12<br>ROE 7.51% 1.67%<br>ROTCE (non-GAAP)1<br>15.51% 4.99%<br>ROA 0.98% 0.21%<br>Efficiency ratio 64.28% 69.42%<br>Efficiency ratio (FTE)1<br>63.52% 68.68%<br>Net interest margin 3.77% 3.78%<br>Net interest margin (FTE)1<br>3.83% 3.83%<br>ADJUSTED OPERATING EARNINGS METRICS - NON-GAAP1<br>3Q2025 2Q2025<br>Adjusted operating earnings available to<br>common shareholders<br>$119,726 $135,145<br>Adjusted operating common EPS, diluted $0.84 $0.95<br>Adjusted operating ROA 1.30% 1.46%<br>Adjusted operating ROTCE 20.09% 23.79%<br>Adjusted operating efficiency ratio (FTE) 48.79% 48.34%<br>Adjusted operating earnings PTPP $172,128 $172,059<br>PTPP = Pre-tax Pre-provision | ||
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| 10 Numbers may not foot due to rounding<br>Q3 2025 ALLOWANCE FOR CREDIT LOSSES (ACL)<br>AND PROVISION FOR CREDIT LOSSES<br>Q3 MACROECONOMIC FORECAST<br>Q3 ACL CONSIDERATIONS<br>MOODY’S SEPTEMBER 2025 BASELINE<br>FORECAST:<br>• US GDP expected to average ~1.8% growth<br>in 2025 and ~1.5% in 2026.<br>• The national unemployment rate expected<br>to average 4.2% for the year 2025 and<br>average 4.6% for the year 2026.<br>• Utilizes a weighted Moody’s forecast<br>economic scenarios approach in the<br>quantitative model.<br>• The allowance decrease was primarily<br>due to the charge-off of two individually<br>assessed C&I loans, which were partially<br>reserved for in prior quarters.<br>• The reasonable and supportable forecast<br>period is 2 years; followed by reversion to<br>the historical loss average over 2 years.<br>ALLOWANCE FOR LOAN<br>& LEASE LOSSES (ALLL)<br>RESERVE FOR UNFUNDED<br>COMMITMENTS (RUC)<br>ALLOWANCE FOR<br>CREDIT LOSSES<br>03/31/2025<br>Ending Balance % of loans<br>$193.8 million<br>(1.05%)<br>$15.2 million<br>(0.08%)<br>$209.0 million<br>(1.13%)<br>Sandy Spring Initial Allowance<br>– Non-PCD recorded via<br>provision expense<br>+$89.5 million +$11.4 million +$100.9 million<br>Provision for credit losses<br>Sandy Spring Initial Allowance<br>– PCD recorded via PCD gross<br>up of ALLL<br>$28.3 million - $28.3 million<br>Q2 2025 Activity<br>+$4.0 million<br>Increase primarily reflecting loan growth<br>and the impacts of deteriorating<br>macroeconomic forecasts.<br>+$0.2 million<br>Slight increase primarily reflecting the<br>impacts of deteriorating macroeconomic<br>forecasts.<br>+$4.2 million<br>$4.8 million Provision for Credit Losses<br>and $0.6 million net charge-offs<br>06/30/2025<br>Ending Balance % of loans<br>$315.6 million<br>(1.15%)<br>$26.8 million<br>(0.10%)<br>$342.4 million<br>(1.25%)<br>Q3 2025 Activity<br>- $22.6 million<br>Decrease primarily due to the charge-off of two individually assessed C&I<br>loans, which were partially reserved for<br>in prior quarters.<br>+0.2 million<br>Increase primarily reflecting an increase<br>in unfunded commitment balances.<br>- $22.4 million<br>$16.2 million Provision for Credit<br>Losses and $38.6 million net charge-offs.<br>09/30/2025<br>Ending Balance % of loans<br>$293.0 million<br>(1.07%)<br>$27.0 million<br>(0.10%)<br>$320.0 million<br>(1.17%) | ||
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| 11<br>Q2 2025 Reported NIM Core Loan Yield* Earning Assets Mix Core Deposit Rate Funding Cost Mix Net Purchase<br>Accounting Accretion<br>Q3 2025 Reported NIM<br>NET INTEREST MARGIN (FTE): DRIVERS OF CHANGE 2Q 2025 TO 3Q 2025<br>* Core Loan yield includes Loan Fees and Swaps<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Numbers may not foot due to rounding<br>Q3 2025 NET INTEREST MARGIN<br>MARKET RATES<br>3Q 2025 2Q 2025<br>EOP Avg EOP Avg<br>Fed funds 4.25% 4.46% 4.50% 4.50%<br>Prime 7.25% 7.46% 7.50% 7.50%<br>1-month SOFR 4.13% 4.29% 4.32% 4.32%<br>2-year Treasury 3.61% 3.73% 3.72% 3.87%<br>10- year Treasury 4.15% 4.25% 4.23% 4.35%<br>MARGIN OVERVIEW<br>3Q 2025 2Q 2025<br>Net interest margin (FTE)1 3.83% 3.83%<br>Loan yield 6.43% 6.48%<br>Investment yield 4.10% 4.15%<br>Earning asset yield 6.00% 6.05%<br>Cost of deposits 2.18% 2.20%<br>Cost of interest-bearing deposits 2.81% 2.85%<br>Cost of interest-bearing liabilities 2.93% 2.97%<br>Cost of funds 2.17% 2.22%<br>Presented on an FTE basis (non-GAAP)1<br>Approximately 21% of the total loan portfolio at 9/30/2025<br>have floors and all are above floors<br>LOAN PORTFOLIO PRICING MIX<br>3Q 2025<br>Fixed 50%<br>1-month SOFR 37%<br>Prime 8%<br>Other 5%<br>Total 100%<br>3.83%<br>- 1 bps<br>-1 bps<br>3.83%<br>5 bps<br>- 4 bps<br>1 bps | ||
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| 1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures” 12<br>Q3 2025 NONINTEREST INCOME<br>Adjusted operating noninterest income1<br>increased approximately 10% in the third<br>quarter compared to the second quarter<br>primarily due to:<br>• An increase in loan–related interest rate<br>swap fees due to higher transaction<br>volumes<br>• A $1.2 million increase in other operating<br>income primarily due to an increase in<br>equity method investment income<br>• Partially offset by a decrease in bank<br>owned life insurance income due to death<br>benefits of $2.4 million received in the<br>second quarter<br>($ THOUSANDS) 3Q2025 2Q2025 $ Change % Change<br>Service charges on deposit accounts $12,838 $12,220 $618 5.1%<br>Other service charges, commissions and fees 2,325 2,245 80 3.6%<br>Interchange fees 4,089 3,779 310 8.2%<br>Fiduciary and asset management fees 18,595 17,723 872 4.9%<br>Mortgage banking income 2,811 2,821 (10) (0.4%)<br>Gain on sale of securities 4 16 (12) (75.0%)<br>Bank owned life insurance income 5,116 7,327 (2,211) (30.2%)<br>Loan-related interest rate swap fees 5,911 1,733 4,178 NM<br>Other operating income 62 33,658 (33,596) (99.8%)<br>Total noninterest income $51,751 $81,522 ($29,771) (36.5%)<br>Less: Gain on sale of securities 4 16 (12) (75.0%)<br>Less: (Loss) gain on CRE loan sale (4,805) 15,720 (20,525) (130.6%)<br>Less: Gain on sale of equity interest in CSP — 14,300 (14,300) (100.0%)<br>Total adjusted operating noninterest income (non-GAAP)1<br>$56,552 $51,486 $5,066 9.8%<br>NM - Not Meaningful | ||
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| 1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures” 13<br>Q3 2025 NONINTEREST EXPENSE<br>Adjusted operating noninterest expense1<br>increased 1.7% in the third quarter compared<br>to the second quarter primarily due to:<br>• An increase in marketing and advertising<br>expense primarily driven by increased<br>market coverage due to the Sandy Spring<br>acquisition<br>• An increase in professional services related<br>to strategic projects that occurred during<br>the third quarter of 2025<br>• An increase in other expenses, primarily<br>due to an increase in other real estate<br>owned and credit-related expenses<br>• An increase in occupancy expenses<br>• Partially offset by a decrease in salaries and<br>benefits expense, primarily driven by<br>reductions in full-time equivalent<br>employees and lower group insurance<br>expenses, partially offset by an increase in<br>variable incentive compensation expenses<br>($ THOUSANDS) 3Q2025 2Q2025 $ Change % Change<br>Salaries and benefits $108,319 $109,942 ($1,623) (1.5%)<br>Occupancy expenses 13,582 12,782 800 6.3%<br>Furniture and equipment expenses 6,536 6,344 192 3.0%<br>Technology and data processing 17,009 17,248 (239) (1.4%)<br>Professional services 8,774 7,808 966 12.4%<br>Marketing and advertising expense 5,100 3,757 1,343 35.7%<br>FDIC assessment premiums and other insurance 8,817 8,642 175 2.0%<br>Franchise and other taxes 4,669 4,688 (19) (0.4%)<br>Loan-related expenses 1,933 1,278 655 51.3%<br>Amortization of intangible assets 18,145 18,433 (288) (1.6%)<br>Merger-related costs 34,812 78,900 (44,088) (55.9%)<br>Other expenses 10,750 9,876 874 8.8%<br>Total noninterest expenses $238,446 $279,698 ($41,252) (14.7%)<br>Less: Amortization of intangible assets 18,145 18,433 (288) (1.6%)<br>Less: Merger-related costs 34,812 78,900 (44,088) (55.9%)<br>Total adjusted operating noninterest expense (non-GAAP)1<br>$185,489 $182,365 $3,124 1.7% | ||
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| 14<br>Q3 2025 LOAN AND DEPOSIT GROWTH<br>• At September 30, 2025, loans held for investment<br>(“LHFI”) totaled $27.4 billion, an increase of $32.8<br>million from the prior quarter.<br>• During the third quarter of 2025 there was a<br>re-class of approximately $377.9 million in<br>CRE non-owner occupied loans to CRE<br>owner occupied loans.<br>• Loan yields decreased 5 basis points to<br>6.43%.<br>• At September 30, 2025, total deposits were $30.7<br>billion, a decrease of $306.9 million from the prior<br>quarter due to decreases in interest bearing<br>customer deposits and brokered deposits, partially<br>offset by an increase in demand deposits.<br>• Noninterest-bearing demand deposits<br>accounted for 23% of total deposit balances<br>at the end of the third quarter of 2025<br>consistent with the prior quarter.<br>• The cost of deposits decreased by 2 basis<br>points compared to the prior quarter.<br>• At September 30, 2025, the loan to deposit ratio<br>was 89.2%, up from 88.2% in the prior quarter.<br>LOAN GROWTH<br>($ THOUSANDS) 3Q2025 2Q2025 QTD ANNUALIZED GROWTH<br>Commercial real estate - non-owner occupied $ 6,805,302 $ 6,912,692 (6.2%)<br>Commercial real estate - owner occupied 4,335,919 3,940,371 39.8%<br>Construction and land development 2,163,182 2,444,151 (45.6%)<br>Multifamily real estate 2,196,467 2,083,559 21.5%<br>Residential 1-4 Family - Commercial 1,105,067 1,131,288 (9.2%)<br>Total Commercial Real Estate (CRE) 16,605,937 16,512,061 2.3%<br>Commercial & Industrial 4,956,770 5,141,691 (14.3%)<br>Other Commercial 1,478,979 1,409,370 19.6%<br>Total Commercial & Industrial 6,435,749 6,551,061 (7.0%)<br>Total Commercial Loans $ 23,041,686 $ 23,063,122 (0.4%)<br>Residential 1-4 Family - Consumer 2,799,669 2,746,046 7.7%<br>Residential 1-4 Family - Revolving 1,186,298 1,154,085 11.1%<br>Auto 211,900 245,554 (54.4%)<br>Consumer 121,620 119,526 7.0%<br>Total Consumer Loans $ 4,319,487 $ 4,265,211 5.0%<br>Total Loans Held for Investment (LHFI) (net of deferred fees and costs) $ 27,361,173 $ 27,328,333 0.5%<br>Average Loan Yield 6.43% 6.48%<br>DEPOSIT GROWTH<br>($ THOUSANDS) 3Q2025 2Q2025 QTD ANNUALIZED GROWTH<br>Interest checking accounts $ 6,916,702 $ 6,909,250 0.4%<br>Money market accounts 6,932,836 7,242,686 (17.0%)<br>Savings accounts 2,882,897 2,865,159 2.5%<br>Customer time deposits of more than $250,000 1,773,710 1,780,027 (1.4%)<br>Customer time deposits of $250,000 or less 4,007,070 3,972,352 3.5%<br>Time deposits 5,780,780 5,752,379 2.0%<br>Total interest-bearing customer deposits 22,513,215 22,769,474 (4.5%)<br>Brokered deposits 1,047,467 1,163,580 (39.6%)<br>Total interest-bearing deposits 23,560,682 23,933,054 (6.2%)<br>Demand deposits 7,104,642 7,039,121 3.7%<br>Total Deposits $ 30,665,324 $ 30,972,175 (3.9%)<br>Average Cost of Deposits 2.18% 2.20%<br>Loan to Deposit Ratio 89.2% 88.2% | ||
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| 15<br>CAPITAL RATIO<br>REGULATORY<br>WELL CAPITALIZED<br>MINIMUMS<br>REPORTED PRO FORMA INCLUDING AOCI<br>& HTM UNREALIZED LOSSES<br>ATLANTIC<br>UNION<br>BANKSHARES<br>ATLANTIC<br>UNION<br>BANK<br>ATLANTIC<br>UNION<br>BANKSHARES<br>ATLANTIC<br>UNION BANK<br>Common Equity Tier 1 Ratio<br>(CET1) 6.5% 9.9% 12.8% 8.9% 11.8%<br>Tier 1 Capital Ratio 8.0% 10.5% 12.8% 9.4% 11.8%<br>Total Risk Based Capital<br>Ratio 10.0% 13.8% 13.8% 12.8% 12.7%<br>Leverage Ratio 5.0% 8.9% 10.9% 8.0% 10.0%<br>Tangible Equity to Tangible<br>Assets (non-GAAP)1<br>- 8.2% 10.2% 8.1% 10.1%<br>Tangible Common Equity<br>Ratio (non-GAAP) 1<br>- 7.7% 10.2% 7.6% 10.1%<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 SEPTEMBER 30, 2025<br>• On a pro forma standalone basis, the Company<br>would be well capitalized if unrealized losses on<br>securities were realized at September 30, 2025.<br>CAPITAL MANAGEMENT ACTIONS<br>• During the third quarter, the Company paid a<br>common stock dividend of 34 cents per share,<br>which was an increase of 6.3% from the third<br>quarter of 2024 dividend amount.<br>• During the third quarter of 2025, the Company<br>paid dividends of $171.88 per outstanding share<br>of Series A Preferred Stock<br>At September 30,2025 | ||
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| 16<br>1. Information on this slide is presented as of October 23, 2025, reflects the Company’s updated 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 adjusted operating noninterest expense outlook excludes amortization of intangible assets, merger-related costs, and FDIC special assessments, and the adjusted operating noninterest<br>income outlook excludes gains and losses on the sale of securities, loans or the equity interest in CSP. The FY 2025 financial outlook, the Company’s financial targets for the fourth quarter of 2025 and the key economic assumptions contain forward-looking statements. These statements are based on current beliefs and expectations of our management and are subject to significant risks and uncertainties, including, but not limited to, volatility and uncertainty in the macroeconomic environment,<br>changes in federal and state governmental policies, the imposition or expansion of tariffs, sustained inflationary pressures, recessionary conditions, and geopolitical instability. As a result, actual results or conditions may differ materially. See the<br>information set forth below the heading “Forward-Looking Statements” on slide 2 of this presentation.<br>2. Refer to “Additional Information” slide and Appendix for non-GAAP disclosures.<br>3. Includes preliminary estimates of accretion income from the Sandy Spring acquisition which are subject to change.<br>2025 FINANCIAL OUTLOOK1<br>• Full Year 2025 outlook includes nine<br>months impact of the Sandy Spring<br>acquisition in results<br>• The outlook includes estimates of<br>merger-related purchase accounting<br>adjustments with respect to the Sandy<br>Spring acquisition that are subject to<br>change<br>• Remain on track for cost-savings target of<br>27% of Sandy Spring non-interest<br>expense<br>• The Federal Reserve Bank cuts the Fed<br>Funds rate by 25 bps two more times in<br>2025 and term rates remain stable<br>• Expect Virginia, Maryland and North<br>Carolina unemployment rate to rise but<br>remain below the national<br>unemployment rate in 2025<br>Loans Mid Single Digit growth in 4Q<br>annualized<br>(period end) $27.7 – 28.0 billion<br>Deposits Low Single Digit growth in 4Q<br>annualized<br>(period end) $30.8 – 31.0 billion<br>Credit Outlook<br>Net charge-off ratio: ~10bps<br>ACL to loans: ~115 – 120 bps<br>Net charge-off ratio: ~15 – 20 bps<br>Net Interest Income (FTE) 2,3 ~$325 - $330 million ~$1.160 - $1.165 billion<br>Net Interest Margin (FTE)2,3 ~3.85% - 3.90% ~3.75% - 3.80%<br>Adjusted Operating Noninterest<br>Income2 ~$50 - $55 million ~$185 - $190 million<br>Adjusted Operating Noninterest<br>Expense2<br>(excludes amortization of intangible assets)<br>~$183 - $188 million ~$675 - $680 million<br>Amortization of intangible assets ~$18 million ~$60 million<br>KEY ASSUMPTIONS1<br>FULL YEAR 2025 OUTLOOK1<br>Inclusive of Sandy Spring beginning April 1st<br>Targets for 4Q 20251 | ||
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| Q3 2025<br>APPENDIX | ||
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| 18<br>10 New Branches Planned Over Next 3 Years<br>Our initial focus will be in Raleigh and Wilmington, with plans<br>to open highly visible locations targeting attractive<br>submarkets combined with AUB branded ATMs at high-traffic<br>retailers and paired with expanded commercial, wealth and<br>mortgage teams<br>Branch count as of October 14, 2025<br>North Carolina Expansion Strategy<br>7<br>Raleigh<br>Branches<br>3<br>Wilmington<br>Branches<br>49<br>Off-Site<br>ATMs<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>Current Branch (178)<br>LPO (1)<br>Additional Branch<br>Following Planned Expansion (10) | ||
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| 19<br>AUB DIVERSIFIED AND GRANULAR LOAN PORTFOLIO<br>Figures may not total to 100% due to rounding<br>Duration and Weighted Average Yield Data is as of or for the three months ended September 30, 2025<br>Commercial defined as C&I plus owner-occupied commercial real estate and other commercial<br>Duration<br>Q2 2025 Weighted Average Yield (Tax Equivalent)<br>C&D 7.9%<br>Owner Occupied<br>CRE<br>15.8%<br>C&I<br>18.1%<br>Other Commercial<br>Commercial 1-4 Family 5.4%<br>4.0%<br>Non-Owner<br>Occupied CRE<br>24.9%<br>Multifamily RE<br>8.0%<br>Consumer 1-4 Family<br>10.2%<br>Residential 1-4 family<br>- Revolving 4.3%<br>Auto<br>0.8%<br>Consumer<br>0.4%<br>TOTAL LOAN PORTFOLIO $27.4 BILLION<br>Total Portfolio Characteristics<br>At September 30,2025<br>LOAN PORTFOLIO CHARACTERISTICS<br>1.5 years<br> Duration<br>39%<br>Commercial<br>6.43%<br>Q3 2025 Weighted Average Yield (Tax Equivalent) | ||
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| 20<br>Total Non-Owner Occupied<br>CRE 24.9%<br>Owner Occupied CRE 15.8%<br>Construction and Land<br>Development 7.9%<br>Multifamily Real Estate 8.0%<br>Residential 1-4 Family -<br>Commercial 4.0%<br>All Other Loans 39.3%<br>Figures may not foot due to rounding<br>AUB CRE PORTFOLIO<br>At September 30,2025<br>CRE BY CLASS<br>$ I N M I LLI O N S<br>Total Outstandings % of Portfolio<br>Hotel/Motel B&B $1,202 4.4%<br>Industrial/Warehouse $1,287 4.7%<br>Office $1,392 5.1%<br>Retail $1,724 6.3%<br>Self Storage $611 2.2%<br>Senior Living $101 0.4%<br>Other $489 1.8%<br>Total Non-Owner Occupied CRE $6,805 24.9%<br>Owner Occupied CRE $4,336 15.8%<br>Construction and Land Development $2,163 7.9%<br>Multifamily Real Estate $2,196 8.0%<br>Residential 1-4 Family - Commercial $1,105 4.0%<br>Total CRE $16,606 60.7%<br>$27.4B<br>Total<br>Loans | ||
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| 21<br>At September 30,2025<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio<br>Figures may not foot due to rounding.<br>NON-OWNER OCCUPIED OFFICE CRE PORTFOLIO<br>NON-OWNER OCCUPIED OFFICE<br>GEOGRAPHICALLY DIVERSE NON PORTFOLIO CREDIT QUALITY -OWNER OCCUPIED OFFICE PORTFOLIO<br>* DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls<br>Church City, Arlington County, Alexandria City<br>( $ M I LLI O N S )<br>Carolinas $305<br>Western VA $107<br>Fredericksburg Area $142<br>Central VA $94<br>Coastal VA/NC $65<br>Baltimore $129<br>DC Metro $403<br>Other Maryland $54<br>Eastern VA $37<br>Other $55<br>Total $1,392<br>BY MARKET DC METRO SUBMARKET* KEY PORTFOLIO METRICS<br>Avg. Office Loan ($ thousands) $1,977<br>Median Office Loan ($ thousands) $704<br>Loan Loss Reserve / Office Loans 3.14%<br>NCOs / Office Loans1 -0.06%<br>Delinquencies / Office Loans 0.14%<br>NPL / Office Loans 0.03%<br>Criticized Loans / Office Loans 8.78%<br>District of Columbia $71<br>Suburban Maryland $185<br>Suburban Virginia $147<br>Total $403 | ||
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| 22<br>MULTIFAMILY CRE PORTFOLIO<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Multifamily Portfolio<br>Figures may not foot due to rounding.<br>Carolinas $735<br>Western VA $279<br>Fredericksburg Area $92<br>Central VA $281<br>Coastal VA/NC $177<br>Baltimore $164<br>DC Metro $276<br>Other Maryland $10<br>Eastern VA $82<br>Other $101<br>Total $2,196<br>At September 30,2025<br>* DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls<br>Church City, Arlington County, Alexandria City<br>BY MARKET<br>MULTIFAMILY PORTFOLIO CREDIT<br>GEOGRAPHICALLY DIVERSE MULTIFAMILY PORTFOLIO QUALITY<br>DC METRO SUBMARKET* KEY PORTFOLIO METRICS<br>( $ M I LLI O N S )<br>Avg. Multifamily Loan ($ thousands) $3,338<br>Median Multifamily Loan ($ thousands) $782<br>Loan Loss Reserve / Multifamily Loans 0.52%<br>NCOs / Multifamily Loans1 0.00%<br>Delinquencies / Multifamily Loans 0.42%<br>NPL / Multifamily Loans 0.07%<br>Criticized Loans / Multifamily Loans 9.05%<br>District of Columbia $218<br>Suburban Maryland $51<br>Suburban Virginia $6<br>Total $276 | ||
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| 23<br>$695 million 1.28% $2.5 million<br>Total Amount of Loans Loan Loss Reserve/<br>Gov Con Loans<br>Avg. Loan Size<br>0.03% 0.0% 5.82%<br>Non-Performing Loans Net Charge-Offs1 Criticized Loans/<br>Gov Con Loans<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Government Contracting Portfolio<br>OVERVIEW OF GOVERNMENT-RELATED LOAN<br>PORTFOLIO EXPOSURES<br>• Government Contracting team has<br>managed through government<br>shutdowns and sequestrations in the<br>past.<br>• Focus on national security agency and<br>defense industry contractors.<br>• Active monitoring of all published<br>notices of contract terminations or<br>stop work orders.<br>KEY METRICS OF GOVERNMENT CONTRACTING PORTFOLIO<br>As of September 30,2025 | ||
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| 24<br>ATTRACTIVE CORE DEPOSIT BASE<br>Cost of deposit data is as of and for the three months ended September 30, 2025, figures may not foot due to rounding<br>1. Core deposits defined as total deposits less jumbo time deposits and brokered deposits<br>Non-Interest Bearing<br>23%<br>Interest Checking<br>23%<br>Money Market<br>23%<br>Retail Time<br>13%<br>Jumbo Time<br>6%<br>Brokered<br>3%<br>Savings<br>9%<br>DEPOSIT BASE CHARACTERISTICS DEPOSIT COMPOSITION AT SEPTEMBER 30, 2025 — $30.7 BILLION<br>91%<br> core deposits1<br>46%<br>transactional accounts<br>2.18%<br>Q3 2025 cost of deposits | ||
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| 25<br>GRANULAR DEPOSIT BASE<br>CUSTOMER DEPOSIT GRANULARITY<br>PERIOD END UNINSURED & UNCOLLATERALIZED DEPOSITS<br>AS A PERCENTAGE OF TOTAL DEPOSITS<br>( $ M I LLI O N S )<br>$19,000 $22,000 $22,000<br>$92,000<br>$105,000 $104,000<br>Q3 2024 Q2 2025 Q3 2025<br>Retail Avg. Deposits Acct Size Business Avg. Deposits Acct Size<br>27%<br>29% 30% 32% 32%<br>$5,551<br>$5,992 $6,060<br>$9,907 $9,802<br>Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 | ||
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| 26<br>Cash and Cash<br>Equivalents<br>(unrestricted)<br>$786<br>Unencumbered<br>Securities<br>$2,433<br>FHLB Borrowing<br>Capacity<br>$5,420<br>Fed Funds Lines<br>$1,410<br>Discount Window<br>$3,352<br>Secondary Sources*<br>$1,969<br>AUB LIQUIDITY POSITION<br>* Includes brokered deposits and other sources of liquidity<br>Figures may not foot due to rounding<br>Liquidity<br>Sources<br>Total<br>$15.4<br>billion<br>At September 30,2025<br>TOTAL LIQUIDITY SOURCES OF<br>$15.4 BILLION<br>~157% Liquidity Coverage Ratio of<br>Uninsured/Uncollateralized Deposits of $9.8 billion<br>($ MILLIONS) | ||
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| 27<br>SECURITIES PORTFOLIO • Total securities portfolio of $5.1 billion with<br>a total unrealized loss of $363.3 million<br>– 84% of total portfolio book value in<br>available-for-sale (“AFS”) at an<br>unrealized loss of $327.6 million<br>– 16% of total portfolio book value<br>designated as held-to-maturity with an<br>unrealized loss of $35.7 million<br>– 16% floating rate versus 84% fixed rate<br>• Total effective duration of approximately 4.0<br>years. Securities portfolio is used<br>defensively to neutralize overall asset<br>sensitive interest rate risk profile<br>• ~25% municipals, ~73% treasuries, agency<br>MBS/CMOs and ~2% corporates and other<br>investments<br>• In April 2025, we restructured $485.2<br>million in AFS securities acquired from<br>Sandy Spring. A majority of the proceeds<br>were reinvested into higher yielding<br>securities, primarily fixed rated securities,<br>which will be accretive to forward earnings.<br>• Securities to total assets of 13.9% as of<br>September 30, 2025, up from 12.4% on<br>June 30, 2025<br>$3,415<br>$4,636<br>$5,151<br>3Q 2024 2Q 2025 3Q 2025<br>3.92% Yield<br>4.15% Yield<br>4.10% Yield<br>INVESTMENT SECURITIES BALANCES<br>Total AFS (fair value) and HTM (carrying value)<br>At September 30,2025<br>( $ M I LLI O N S ) | ||
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| 28<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 measures<br>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 comparable<br>measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of<br>other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and<br>show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying<br>performance or show the potential effects of accumulated other comprehensive income or unrealized losses on held to maturity securities 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 loans<br>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 loans,<br>which represents the CECL “double count” of the non-PCD credit mark, and the additional provision for unfunded commitments. The Company does not<br>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 presentation<br>provides investors with additional information to assist in period-to-period and company-to-company comparisons of operating performance, which will<br>aid investors in analyzing the Company’s performance. | ||
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| 29<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Adjusted operating measures exclude, as<br>applicable, merger-related costs, the CECL Day<br>1 non-PCD loans and RUC provision expense,<br>(loss) gain on CRE loan sale, gain on sale of<br>equity interest in CSP, and gain on sale of<br>securities. The Company believes these non-GAAP adjusted measures provide investors with<br>important information about the continuing<br>economic results of the Company’s operations.<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<br>affected by the FTE components. The adjusted<br>operating efficiency ratio (FTE) excludes, as<br>applicable, the amortization of intangible assets,<br>merger-related costs, gain on sale of securities,<br>(loss) gain on CRE loan sale, and gain on sale of<br>equity interest in CSP. This measure is similar to<br>the measure used by the Company when<br>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 EARNINGS AND EFFICIENCY RATIO<br>(Dollars in thousands, except per share amounts)<br>For the three months ended<br>September 30, 2025 June 30, 2025<br>Operating Measures<br>Net Income (GAAP) $ 92,140 $ 19,791<br>Plus: Merger-related costs, net of tax 26,856 63,349<br>Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of tax — 77,742<br>Less: (Loss) gain on CRE loan sale, net of tax (3,700) 12,104<br>Less: Gain on sale of equity interest in CSP, net of tax — 10,654<br>Less: Gain on sale of securities, net of tax 3 12<br>Adjusted operating earnings (non-GAAP) $ 122,693 $ 138,112<br>Less: Dividends on preferred stock 2,967 2,967<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 119,726 $ 135,145<br>Weighted average common shares outstanding, diluted 141,986,217 141,738,325<br>EPS available to common shareholders, diluted (GAAP) $ 0.63 $ 0.12<br>Adjusted operating EPS available to common shareholders (non-GAAP) $ 0.84 $ 0.95<br>Operating Efficiency Ratio<br>Noninterest expense (GAAP) $ 238,446 $ 279,698<br>Less: Amortization of intangible assets 18,145 18,433<br>Less: Merger-related costs 34,812 78,900<br>Adjusted operating noninterest expense (non-GAAP) $ 185,489 $ 182,365<br>Noninterest income (GAAP) $ 51,751 $ 81,522<br>Less: Gain on sale of securities 4 16<br>Less: (Loss) gain on CRE loan sale (4,805) 15,720<br>Less: Gain on sale of equity interest in CSP — 14,300<br>Adjusted operating noninterest income (non-GAAP) $ 56,552 $ 51,486<br>Net interest income (GAAP) $ 319,210 $ 321,371<br>Noninterest income (GAAP) 51,751 81,522<br>Total revenue (GAAP) $ 370,961 $ 402,893<br>Net interest income (FTE) (non-GAAP) $ 323,629 $ 325,733<br>Adjusted operating noninterest income (non-GAAP) 56,552 51,486<br>Total adjusted revenue (FTE) (non-GAAP) $ 380,181 $ 377,219<br>Efficiency ratio (GAAP) 64.28% 69.42%<br>Efficiency ratio FTE (non-GAAP) 63.52% 68.68%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 48.79% 48.34% | ||
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| 30<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>The Company believes net interest<br>income (FTE), total revenue (FTE),<br>and total adjusted revenue (FTE),<br>which are used in computing 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<br>(Dollars in thousands)<br>For the three months ended<br>September 30, 2025 June 30, 2025<br>Net interest income (GAAP) $ 319,210 $ 321,371<br>FTE adjustment 4,419 4,362<br>Net interest income (FTE) (non-GAAP) $ 323,629 $ 325,733<br>Noninterest income (GAAP) 51,751 81,522<br>Total revenue (FTE) (non-GAAP) $ 375,380 $ 407,255<br>Average earning assets $ 33,563,417 $ 34,121,715<br>Net interest margin (GAAP) 3.77% 3.78%<br>Net interest margin (FTE) (non-GAAP) 3.83% 3.83% | ||
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| 31<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 September 30, 2025<br>Atlantic Union Atlantic Union<br>Bankshares Bank<br>Tangible Assets<br>Ending Assets (GAAP) $ 37,072,733 $ 36,990,513<br>Less: Ending goodwill 1,726,386 1,726,386<br>Less: Ending amortizable intangibles 333,236 333,236<br>Ending tangible assets (non-GAAP) $ 35,013,111 $ 34,930,891<br>Tangible Common Equity<br>Ending equity (GAAP) $ 4,917,058 $ 5,617,159<br>Less: Ending goodwill 1,726,386 1,726,386<br>Less: Ending amortizable intangibles 333,236 333,236<br>Less: Perpetual preferred stock 166,357 —<br>Ending tangible common equity (non-GAAP) $ 2,691,079 $ 3,557,537<br>Net unrealized losses on HTM securities, net of tax $ (35,687) $ (35,687)<br>Accumulated other comprehensive loss (AOCI) $ (283,108) $ (283,154)<br>Common shares outstanding at end of period 141,732,071<br>Average equity (GAAP) $ 4,866,989 $ 5,536,815<br>Less: Average goodwill 1,711,081 1,711,081<br>Less: Average amortizable intangibles 342,064 342,064<br>Less: Average perpetual preferred stock 166,356 —<br>Average tangible common equity (non-GAAP) $ 2,647,488 $ 3,483,670 | ||
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| 32<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 September 30, 2025<br>Atlantic Union Atlantic Union<br>Bankshares Bank<br>Common equity to total assets (GAAP) 12.8% 15.2%<br>Tangible equity to tangible assets (non-GAAP) 8.2% 10.2%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 8.1% 10.1%<br>Tangible common equity to tangible assets (non-GAAP) 7.7% 10.2%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.6% 10.1%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP) 8.5%<br>Book value per common share (GAAP) $ 33.52<br>Tangible book value per common share (non-GAAP) $ 18.99<br>Tangible book value per common share, ex AOCI (non-GAAP) $ 20.98<br>Leverage Ratio<br>Tier 1 capital $ 3,180,500 $ 3,882,028<br>Total average assets for leverage ratio $ 35,651,323 $ 35,569,440<br>Leverage ratio 8.9% 10.9%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.0% 10.0% | ||
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| 33<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>All regulatory capital ratios at September 30,<br>2025 are estimates and subject to change<br>pending the Company’s filing of its FR Y-9C. In<br>addition to these regulatory capital ratios, the<br>Company adjusts certain regulatory capital<br>ratios to 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 September 30, 2025<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>$ (35,687) $ (35,687)<br>Accumulated other comprehensive loss (AOCI)<br>$ (283,108) $ (283,154)<br>Common equity tier 1 capital<br>$ 3,014,144 $ 3,882,028<br>Tier 1 capital<br>$ 3,180,500 $ 3,882,028<br>Total capital<br>$ 4,199,274 $ 4,171,261<br>Total risk-weighted assets<br>$ 30,381,076 $ 30,300,723<br>Common equity tier 1 capital ratio<br>9.9% 12.8%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities<br>(non-GAAP) 8.9% 11.8%<br>Tier 1 capital ratio<br>10.5% 12.8%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP)<br>9.4% 11.8%<br>Total capital ratio<br>13.8% 13.8%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP)<br>12.8% 12.7% | ||
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| 34<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>believes that ROTCE is a meaningful supplement<br>to GAAP financial measures and is useful to<br>investors because it measures the performance<br>of a business consistently across time without<br>regard to whether components of the business<br>were acquired or developed internally. Adjusted<br>operating measures exclude, as applicable,<br>merger-related costs, the CECL Day 1 non-PCD<br>loans and RUC provision expense, gain on sale<br>of securities, (loss) gain on CRE loan sale, gain<br>on sale of equity interest in CSP and<br>amortization of intangible assets. The Company<br>believes these non-GAAP adjusted measures<br>provide investors with important information<br>about the continuing economic results of the<br>Company’s operations.<br>OPERATING MEASURES<br>(Dollars in thousands)<br>For the three months ended<br>September 30, 2025 June 30, 2025<br>Return on average assets (ROA)<br>Average assets (GAAP) $ 37,377,383 $ 37,939,232<br>ROA (GAAP) 0.98% 0.21%<br>Adjusted operating ROA (non-GAAP) 1.30% 1.46%<br>Return on average equity (ROE)<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 119,726 $ 135,145<br>Plus: Amortization of intangibles, tax effected 14,335 14,562<br>Adjusted operating earnings available to common shareholders before amortization of<br>intangibles (non-GAAP)<br>$ 134,061 $ 149,707<br>Average equity (GAAP) $ 4,866,989 $ 4,761,630<br>Less: Average goodwill 1,711,081 1,710,557<br>Less: Average amortizable intangibles 342,064 360,589<br>Less: Average perpetual preferred stock 166,356 166,356<br>Average tangible common equity (non-GAAP) $ 2,647,488 $ 2,524,128<br>ROE (GAAP) 7.51% 1.67%<br>Return on tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 89,173 $ 16,824<br>Plus: Amortization of intangibles, tax effected 14,335 14,562<br>Net Income available to common shareholders before amortization of intangibles (non-GAAP) $ 103,508 $ 31,386<br>ROTCE (non-GAAP) 15.51% 4.99%<br>Adjusted operating ROTCE (non-GAAP) 20.09% 23.79% | ||
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| 35<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Pre-tax pre-provision adjusted earnings<br>excludes, as applicable, the provision for credit<br>losses, which can fluctuate significantly from<br>period-to-period under the CECL methodology,<br>income tax expense (benefit), merger-related<br>costs, gain on sale of securities, (loss) gain on<br>CRE loan sale, and gain on sale of equity interest<br>in CSP. The Company believes this adjusted<br>measure provides investors with important<br>information about the continuing economic<br>results of the Company’s operations.<br>PRE-TAX PRE-PROVISION ADJUSTED OPERATING EARNINGS<br>(Dollars in thousands)<br>For the three months ended<br>September 30, 2025 June 30, 2025<br>Net income (GAAP) $<br>92,140 $<br>19,791<br>Plus: Provision for credit losses<br>16,233 105,707<br>Plus: Income tax expense (benefit)<br>24,142 (2,303)<br>Plus: Merger-related costs<br>34,812 78,900<br>Less: Gain on sale of securities<br>4 16<br>Less: (Loss) gain on CRE loan sale<br>(4,805) 15,720<br>Less: Gain on sale of equity interest in CSP<br>— 14,300<br>PTPP adjusted operating earnings (non-GAAP) $<br>172,128 $<br>172,059 | ||
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