8-K
Atlantic Union Bankshares Corp (AUB)
8-K
2025-05-13
For: 2025-05-13
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Added on
April 04, 2026
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| | | |||
|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $1.33 per share | | AUB | | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/400^th^ Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A | | AUB.PRA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 is a handout containing information that certain members of Atlantic Union Bankshares Corporation (the “Company”) management will use during meetings with investors, analysts, and other interested parties to assist their understanding of the Company from time to time during the second quarter of 2025. Other presentations and related materials will be made available as they are presented. This handout is also available under News & Events > Presentations in the Investor Relations section of the Company’s website at http://investors.atlanticunionbank.com. Exhibit 99.1 is incorporated by reference into this Item 7.01.
The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | Atlantic Union Bankshares Corporation investor 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: May 13, 2025 | By: | /s/ Robert M. Gorman | |
| Robert M. Gorman | |||
| Executive Vice President and | |||
| Chief Financial Officer | |||
| | | | |
2
Exhibit 99.1
| INVESTOR PRESENTATION NYSE: AUB<br>MAY – JUNE 2025 | ||
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| 2<br>FORWARD-LOOKING STATEMENTS<br>This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding our<br>recently completed acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring” or “SASR”) and expectations with regard to the benefits of the Sandy Spring acquisition, including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating<br>and return metrics; our business, financial and operating results, including our deposit base and funding; the impact of future economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic<br>conditions; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not<br>statements of historical fact, and statements on the slides entitled “We Are Focused on Three Strategic Priorities,” "Sizeable Opportunity to Take Market Share From the Big Three," "Market Opportunity in Maryland and North Carolina,“ “Financially Compelling Transaction,” and<br>“2025 Financial Outlook (inclusive of Sandy Spring beginning April 1st)”. 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<br>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<br>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 Atlantic Union<br>Bankshares Corporation (the “Company,” “AUB,” “we,” “us” or “our”) and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based on reasonable assumptions within the bounds of our existing knowledge<br>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:<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, including us, to attract<br>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, and slowdowns in economic growth;<br>• the diversion of management’s attention from ongoing business operations and opportunities due to our recent acquisition of Sandy<br>Spring;<br>• the impact of purchase accounting with respect to the Sandy Spring acquisition, or 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 Bankshares Inc. (“AMNB”), including anticipated cost savings and strategic gains, are not realized when expected or at all,<br>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<br>unexpected factors or events, or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from,<br>the integration of the two companies;<br>• the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated;<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>• monetary, fiscal and regulatory policies of the U.S. government, including the U.S. Department of the Treasury and the Federal<br>Reserve;<br>• the quality or composition of our loan or investment portfolios and changes therein;<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>• our ability to identify, recruit and retain key employees;<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 the forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation<br>to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether because of new information, future events or otherwise, except as required by law. | ||
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| 3<br>ADDITIONAL INFORMATION<br>Non-GAAP Financial Measures<br>This presentation contains certain financial information determined by methods other than<br>in accordance with generally accepted accounting principles in the United States (“GAAP”).<br>These non-GAAP financial measures are a supplement to GAAP, which is used to prepare<br>our financial statements, and should not be considered in isolation or as a substitute for<br>comparable measures calculated in accordance with GAAP. In addition, our non-GAAP<br>financial measures may not be comparable to non-GAAP financial measures of other<br>companies. We use the non-GAAP financial measures discussed herein in our analysis of<br>our performance. Our management believes that these non-GAAP financial measures<br>provide additional understanding of ongoing operations, enhance comparability of results<br>of operations with prior periods, show the effects of significant gains and charges in the<br>periods presented without the impact of items or events that may obscure trends in our<br>underlying performance, or show the potential effects of accumulated other<br>comprehensive income (or AOCI) or unrealized losses on securities on our capital. This<br>presentation also includes certain projections of non-GAAP financial measures. Due to the<br>inherent variability and difficulty associated with making accurate forecasts and<br>projections of information that is excluded from these projected non-GAAP measures, and<br>the fact that some of the excluded information is not currently ascertainable or accessible,<br>we are unable to quantify certain amounts that would be required to be included in the most<br>directly comparable projected GAAP financial measures without unreasonable effort.<br>Consequently, no disclosure of projected comparable GAAP measures is included, and no<br>reconciliation of forward-looking non-GAAP financial information is included.<br>Please see “Reconciliation of Non-GAAP Disclosures” at the end of this presentation for a<br>reconciliation to the nearest GAAP financial measure.<br>No Offer or Solicitation<br>This presentation does not constitute an offer to sell or a solicitation of an offer to buy any<br>securities. No offer of securities shall be made except by means of a prospectus meeting<br>the requirements of the Securities Act of 1933, as amended, and no offer to sell or<br>solicitation of an offer to buy shall be made in any jurisdiction in which such offer,<br>solicitation or sale would be unlawful.<br>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 throughout Virginia and in portions of Maryland and North Carolina. Certain<br>non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union<br>Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial<br>Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC,<br>which offers various lines of insurance products. | ||
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| 4<br>PRO FORMA AND MARKET AND INDUSTRY DATA<br>Pro Forma Data<br>Neither Atlantic Union’s nor Sandy Spring’s independent registered public accounting firms<br>have studied, reviewed or performed any procedures with respect to the pro forma or pro<br>forma forward-looking financial data for the purpose of inclusion in this presentation, and,<br>accordingly, neither have expressed an opinion or provided any form of assurance with<br>respect thereto for the purpose of this presentation.<br>The pro forma combined data of Atlantic Union and Sandy Spring is as of March 31, 2025,<br>and is based on the GAAP results of Atlantic Union and Sandy Spring for the applicable<br>periods without adjustments, except where specifically noted. The pro forma combined data<br>included in this presentation does not reflect any purchase accounting adjustments. All pro<br>forma data should be reviewed in connection with the historical information of Atlantic<br>Union and Sandy Spring, as applicable.<br>These pro forma and pro forma forward-looking financial data are for illustrative purposes<br>only and should not be relied on as necessarily being indicative of future results. The<br>assumptions and estimates underlying the pro forma and pro forma forward-looking<br>financial data are inherently uncertain and are subject to a wide variety of significant<br>business, economic and competitive risks and uncertainties that could cause actual results<br>to differ materially from those contained in the prospective financial information, including<br>those in the “Forward-Looking Statements” disclaimer on slide 2 of this presentation. Pro<br>forma and pro forma forward-looking financial data is inherently uncertain due to a number<br>of factors outside of Atlantic Union’s and Sandy Spring’s control. Accordingly, there can be<br>no assurance that the pro forma combined information, pro forma forward-looking financial<br>data or prospective results are indicative of future performance of the combined company<br>after the acquisition of Sandy Spring that consummated on April 1, 2025 or that actual<br>results will not differ materially from those presented in the pro forma and pro forma<br>forward-looking financial data. Inclusion of pro forma and pro forma financial data in this<br>presentation should not be regarded as a representation by any person that the results<br>contained in the prospective financial information will be achieved.<br>Further, neither the pro forma nor the pro forma forward-looking financial data has been<br>prepared in accordance with Article 11 of Regulation S-X, and, therefore, does not reflect any<br>of the adjustments that would be required thereby.<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. | ||
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| 5<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>183<br>largest regional<br>bank in Mid-Atlantic, Maryland<br>and Virginia2,3<br>#1<br>$38 Billion<br> Assets<br>$30 Billion<br> Loans<br>$32 Billion<br> Deposits<br>$4.4 Billion<br>Market Capitalization<br>Soundness | Profitability | Growth<br>1. Assets, Loans, Deposits and Branch Count are proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025 and do not include any impacts from acquisition accounting or our expected sale of<br>approximately $2 billion of commercial real estate (“CRE”) loans, Market Cap is as of May 12, 2025.<br>2. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>3. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>4. Regional banks defined as U.S. Banks with <$100 Billion in assets<br>OUR COMPANY Pro Forma Combined Basis<br>Branch (183) LPO (2)<br>Largest Regional Bank Headquartered in the Lower Mid-Atlantic |
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| 6<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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| 7<br>CARING<br>Working together toward<br>common goals, acting with<br>kindness, respect and a<br>genuine concern for others.<br>COURAGEOUS<br>Speaking openly, honestly<br>and accepting our challenges<br>and mistakes as opportunities<br>to learn and grow.<br>COMMITTED<br>Driven to help our clients,<br>Teammates and company<br>succeed, doing what is right and<br>accountable for our actions.<br>Culture — HOW we come together<br>and interact as a team to<br>accomplish our business<br>and societal goals.<br>OUR<br>CORE VALUES<br>Culture — HOW we come<br>together and interact as a<br>team to accomplish our<br>business and societal goals. | ||
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| 8<br>WE ARE FOCUSED ON THREE STRATEGIC PRIORITIES<br>ORGANIC<br>DELIVER ORGANIC GROWTH<br>• Overweighting opportunities in<br>Wholesale Banking Group<br>• Directing consumer efforts to market<br>segments and delivery channels with<br>the strongest value proposition<br>• Prioritizing fee income growth<br>• Maintaining a reliable low-cost deposit<br>base<br>• Maximizing operating leverage,<br>productivity, efficiency, and scale<br>• Attracting and retaining top talent in<br>alignment with broader business goals<br>and strategic priorities<br>STRATEGIC INVESTMENTS<br>• Leverage FinTech partnerships, strategic<br>partner equity investments, as well as non-bank and whole-bank acquisition<br>opportunities for step-change accelerants of<br>growth<br>• Acquisition philosophy remains: strategic,<br>disciplined, and measured with an eye<br>towards transactions that increase density<br>and scarcity value, add contiguous markets,<br>increase operating leverage, diversify revenue<br>streams, and enable the reinvestment of cost<br>savings into technology<br>• Ensuring merger and acquisition activity<br>complements, enables, and scales<br>technology and the advancement of our<br>customer value proposition, potentially<br>including whole bank, non-bank, minority<br>stakes, and partnerships<br>INNOVATE AND TRANSFORM<br>• Pressing the relationship model<br>advantage where bankers provide<br>advocacy and advice, form stickier<br>relationships, and use technology to<br>enable deeper relationships<br>• Creating a frictionless experience for<br>customers by integrating human<br>interactions with digital capabilities<br>• Eliminating low value tasks and enabling<br>more high value interactions with<br>customers<br>• Eliminating legacy system constraints<br>and accelerating modernization of<br>technology while rationalizing operating<br>costs and reengineering processes<br>• Emphasizing robotics, automation<br>and FinTech partnerships<br>INORGANIC | ||
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| 1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measure in "Appendix - Reconciliation of Non-GAAP Disclosures” 9<br>HIGHLIGHTS<br>Q1 2025<br>LOAN & DEPOSIT GROWTH<br>Average loan growth of approximately 1.3%<br>annualized for Q1 2025<br>Deposit growth of approximately 2.1% annualized<br>for Q1 2025 with demand deposits increasing<br>$194 million while reducing brokered deposit by<br>approximately $109 million<br>Loan/Deposit ratio of 89.9% at March 31, 2025<br>POSITIONING<br>FOR LONG TERM<br>Lending pipelines remain healthy<br>Focus on integration of Sandy Spring,<br>performance of the core banking franchise,<br>and building out North Carolina teams<br>Disciplined expense management<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>Closed the acquisition of Sandy Spring on April 1, 2025<br>Sandy Spring core systems conversion scheduled for<br>October 2025<br>FINANCIAL RATIOS<br>Q1 2025 adjusted operating return on tangible common<br>equity of 13.2%1<br>Q1 2025 adjusted operating return on assets of 0.90%1<br>Q1 2025 adjusted operating efficiency ratio (FTE) of 57.02%1<br>Q1 2025 pre-tax pre-provision adjusted operating earnings of<br>$84.2 million1<br>ASSET QUALITY<br>Q1 2025 net charge-offs at 5 bps annualized<br>Increased Allowance for Credit Loss to 1.13%<br>of loans held for investment primarily reflecting<br>the impacts of the increased uncertainty in the<br>economic outlook<br>9 | ||
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| 10<br>LOANS ($mm)<br>$15,723<br>$16,611 $15,932<br>$16,818<br>$20,398 $20,503<br>2020 2021 2022 2023 2024 1Q 2025<br>Data as of December 31 each respective year, except for 1Q 2025 which is as of March 31, 2025<br>CAGR defined as compounded annual growth rate from 2020 through 1Q 2025<br>BALANCE SHEET TRENDS (GAAP)<br>$19,628 $20,065 $20,461 $21,166<br>$24,585 $24,633<br>2020 2021 2022 2023 2024 1Q 2025<br>$14,021<br>$13,196<br>$14,449<br>$15,635<br>$18,471 $18,428<br>2020 2021 2022 2023 2024 1Q 2025<br>7% CAGR DEPOSITS ($mm) 6% CAGR ASSETS ($mm) 5% CAGR | ||
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| 11 Data as of or for the twelve months ended each respective year, except for 1Q 2025 which is for the three months ended March 31, 2025<br>STRONG TRACK RECORD OF PERFORMANCE (GAAP)<br>$1.93<br>$3.26 $2.97 $2.53 $2.24<br>$0.52<br>2020 2021 2022 2023 2024 Q1 2025<br>6.14%<br>9.68% 9.51% 8.27% 7.04% 6.35%<br>2020 2021 2022 2023 2024 1Q 2025<br>60.19% 61.91%<br>57.46%<br>61.32% 62.09% 62.90%<br>2020 2021 2022 2023 2024 1Q 2025<br>0.83%<br>1.32% 1.18%<br>0.98% 0.88% 0.82%<br>2020 2021 2022 2023 2024 1Q 2025<br>EARNINGS PER SHARE, DILUTED<br>AVAILABLE TO COMMON SHAREHOLDERS ($) RETURN ON EQUITY (ROE) (%)<br>RETURN ON ASSETS (ROA) (%) EFFICIENCY RATIO (%) | ||
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| 12<br>STRONG TRACK RECORD OF PERFORMANCE (NON-GAAP)<br>Data as of or for the twelve months ended each respective year, except for 1Q 2025 which is for the three months ended March 31, 2025<br>(1) Non-GAAP financial measure; See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures”<br>ADJUSTED OPERATING EARNINGS PER SHARE<br>AVAILABLE TO COMMON SHAREHOLDERS, DILUTED ($)(1)<br>ADJUSTED OPERATING RETURN<br>ON TANGIBLE COMMON EQUITY (ROTCE) (%)(1)<br>ADJUSTED OPERATING RETURN ON ASSETS (ROA)<br>(%)(1)<br>ADJUSTED OPERATING EFFICIENCY RATIO (FTE)<br>(%)(1)<br>$2.21<br>$3.53<br>$2.92 $2.95 $2.74<br>$0.57<br>2020 2021 2022 2023 2024* 1Q 2025<br>12.64%<br>18.07% 17.06% 17.21% 16.12%<br>13.15%<br>2020 2021 2022 2023 2024* 1Q 2025<br>52.18%<br>54.52% 54.68% 54.15% 53.31%<br>57.02%<br>2020 2021 2022 2023 2024 1Q 2025<br>0.94%<br>1.43%<br>1.16% 1.14% 1.06% 0.90%<br>2020 2021 2022 2023 2024* 1Q 2025<br>* Includes (0.57%) of initial provision expense related to the AMNB acquisition, comprised of the initial<br>provision expense on non-PCD loans, which represents the CECL “double count” of the non-PCD credit<br>mark, and the additional provision for unfunded commitments<br>* Includes ($0.14) of initial provision expense related to the AMNB acquisition, comprised of the initial<br>provision expense on non-PCD loans, which represents the CECL “double count” of the non-PCD credit<br>mark, and the additional provision for unfunded commitments<br>* Includes (0.05%) of initial provision expense related to the AMNB acquisition, comprised of the initial<br>provision expense on non-PCD loans, which represents the CECL “double count” of the non-PCD credit<br>mark, and the additional provision for unfunded commitments | ||
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| 13<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% 10.1% 12.4% 8.2% 10.5%<br>Tier 1 Capital Ratio 8.0% 10.9% 12.4% 9.0% 10.5%<br>Total Risk Based Capital<br>Ratio 10.0% 13.9% 13.4% 12.0% 11.5%<br>Leverage Ratio 5.0% 9.5% 10.8% 7.8% 9.2%<br>Tangible Equity to Tangible<br>Assets (non-GAAP)1<br>-- 8.1% 9.4% 7.9% 9.2%<br>Tangible Common Equity<br>Ratio (non-GAAP) 1<br>-- 7.4% 9.4% 7.2% 9.2%<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>* Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports<br>STRONG CAPITAL POSITION CAPITAL MANAGEMENT STRATEGY<br>ATLANTIC UNION CAPITAL MANAGEMENT<br>OBJECTIVES ARE TO:<br>• Maintain designation as a “well capitalized”<br>institution.<br>• Ensure capital levels are commensurate with<br>the Company’s risk profile, capital stress test<br>projections, and strategic plan objectives.<br>THE COMPANY’S CAPITAL RATIOS ARE WELL<br>ABOVE REGULATORY WELL CAPITALIZED LEVELS<br>AS OF MARCH 31, 2025<br>• On a pro forma standalone basis, the Company<br>would be well capitalized if unrealized losses on<br>securities were realized at March 31, 2025.<br>CAPITAL MANAGEMENT ACTIONS<br>• During the first quarter, the Company paid a<br>common stock dividend of 34 cents per share,<br>which was an increase of 6.3% from the first<br>quarter of 2024 dividend amount.<br>• During the first quarter of 2025, the Company<br>paid dividends of $171.88 per outstanding share<br>of Series A Preferred Stock<br>At March 31, 2025 | ||
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| Including Sandy Spring franchise footprint<br>AUB FRANCHISE PERSPECTIVES | ||
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| 15<br>VIRGINIA<br>NORTH CAROLINA<br>CHARLOTTE<br>WILMINGTON<br>MARYLAND<br>Atlantic Union: 130 Branches<br>Atlantic Union: 2 LPOs<br>Sandy Spring: 53 Branches<br>#1<br>Largest Regional Bank<br>in Mid-Atlantic1,2<br>22<br>Pro Forma MSAs of Operation<br>#1<br>Largest Regional Bank<br>in Virginia2<br>#1<br>Largest Regional Bank<br>in Maryland2<br>183<br>Pro Forma Branches<br>$38.4 billion<br>Pro Forma Assets<br>Source: SNL Financial Data,<br>Branch count, assets, loans and deposits proforma as if the acquisition closed on March 31 instead of April 1 and do not include any impacts from acquisition accounting or our expected sale of $2 billion of CRE loans. Market share as of September 2024 FDIC depository data with a<br>deposit cap of $5B per branch, See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>1. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>2. Regional banks defined as U.S. Banks with <$100 billion in assets<br>SUMMARY OF ATLANTIC UNION’S<br>MID-ATLANTIC PRESENCE Pro Forma Combined<br>ATTRACTIVE MARKET PRESENCE1<br>$31.7 billion<br>Pro Forma Deposits<br>$29.9 billion<br>Pro Forma Loans | ||
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| 16<br>Source: SNL Financial and FDIC deposit data<br>Deposit and branch data as of 6/30/24 which are both presented on a pro forma basis for any announced transactions , and, with respect to Atlantic Union, includes the pro forma impact of our acquisition<br>of Sandy Spring excluding any impacts from acquisition accounting<br>Note: Excludes branches with deposits greater than $5.0 billion<br>VIRGINIA: ALL BANKS VIRGINIA: BANKS HEADQUARTERED IN VA<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Truist Financial Corp $48,427 21.3% 260<br>2 Wells Fargo & Co 32,756 14.4 185<br>3 Bank of America Corp. 25,539 11.3 101<br>4 Atlantic Union Bankshares Corp 20,678 9.1 130<br>5 TowneBank 12,554 5.5 61<br>6 United Bankshares Inc. 9,057 4.0 80<br>7 PNC Financial Services Group Inc. 5,031 2.2 57<br>8 Capital One Financial Corp. 5,014 2.2 20<br>9 Burke & Herbert 3,797 1.7 37<br>10 Carter Bank & Trust 3,334 1.5 53<br>Top 10 Banks $166,186 73.2% 984<br>All Institutions in Market $226,917 100.0% 1,853<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Atlantic Union Bankshares Corp. $20,678 24.3% 130<br>2 TowneBank 12,554 14.7 61<br>3 Capital One Financial Corp. 5,014 5.9 20<br>4 Burke & Herbert 3,797 4.5 37<br>5 Carter Bank & Trust 3,334 3.9 53<br>6 Primis Financial Corp 3,173 3.7 25<br>7 First Bancorp Inc. 2,685 3.2 20<br>8 Blue Ridge Bankshares Inc. 2,354 2.8 30<br>9 C&F Financial Corp 2,118 2.5 31<br>10 FVCBankcorp Inc. 1,861 2.2 5<br>Top 10 Banks $57,567 67.6% 412<br>All Institutions in Market $85,196 100.0% 834<br>Statewide Branch Footprint Brings Unique Franchise Value and Significant Growth Opportunity<br>SIZEABLE OPPORTUNITY TO TAKE<br>MARKET SHARE FROM THE BIG THREE<br>Franchise<br>Strength<br>Growth<br>Opportunity | ||
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| 17<br>Growth Opportunity in both Maryland and North Carolina<br>Source: SNL Financial and FDIC deposit data<br>Deposit and branch data as of 6/30/24 which is presented on a pro forma basis for any announced transactions, and, with respect to Atlantic Union, includes the pro forma impact of our acquisition of Sandy<br>Spring excluding any impacts from acquisition accounting<br>Note: Excludes branches with deposits greater than $5.0 billion<br>MARKET OPPORTUNITY IN MARYLAND AND NORTH CAROLINA<br>MARYLAND: ALL BANKS NORTH CAROLINA: ALL BANKS<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Truist Financial Corp. $43,459 19.5% 275<br>2 Wells Fargo & Co. 37,836 17.0 229<br>3 First Citizens BancShares Inc. 25,019 11.2 200<br>4 Bank of America Corp. 20,970 9.4 106<br>5 PNC Financial Services Group Inc. 10,335 4.6 104<br>6 First Bancorp 9,152 4.1 101<br>7 Fifth Third Bancorp 7,702 3.5 77<br>8 F.N.B. Corp. 7,636 3.4 91<br>9 First Horizon Corp. 6,832 3.1 79<br>10 Pinnacle Financial Partners Inc. 6,504 2.9 48<br>26 Atlantic Union Bankshares Corp. 1,036 0.5 11<br>Top 10 Banks $175,445 78.7% 1,310<br>All Institutions in Market $222,801 100.0% 1,995<br>Rank Institution Deposits ($mm) Market Share (%) Branches<br>1 Bank of America Corp. $30,444 17.6% 118<br>2 Truist Financial Corp. 21,651 12.5 138<br>3 M&T Bank Corp. 18,295 10.6 160<br>4 PNC Financial Services Group Inc. 17,273 10.0 117<br>5 Wells Fargo & Co. 11,695 6.8 75<br>6 Capital One Financial Corp. 11,342 6.6 42<br>7 Atlantic Union Bankshares Corp 9,661 5.6 41<br>8 Forbright Inc. 5,502 3.2 3<br>9 Eagle Bancorp Inc. 5,494 3.2 7<br>10 Shore Bancshares Inc. 4,718 2.7 36<br>Top 10 Banks $136,075 78.8% 737<br>All Institutions in Market $173,222 100.0% 1,170<br>Growth<br>Opportunity<br>Growth<br>Opportunity | ||
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| 18 Source: Most recent data available from SNL Financial; Bureau of Economic Analysis; Bureau of Labor Statistics, Fortune.com, U.S. News & World Report; Forbes, CNBC, U.S. Small Business Administration, Business Facilities<br>AMONG THE MOST ATTRACTIVE<br>STATES IN USA FOR BUSINESS<br>Virginia rated 1st in Workforce<br>Training and Cybersecurity, 2nd<br>in Tech Talent Pipeline and 3<br>rd in<br>Business Climate<br>North Carolina rated 2nd in<br>Business Climate<br>Virginia ranked 3rd and Maryland<br>ranked 4th in AI Growth Hubs<br># State March 2025<br>%<br>1 South Dakota 1.8<br>2 North Dakota 2.6<br>2 Vermont 2.6<br>4 Montana 2.7<br>5 Hawaii 2.9<br>5 Nebraska 2.9<br>7 Maryland 3.0<br>8 Minnesota 3.1<br># State Pop.<br>(Millions)<br>1 California 39.2<br>2 Texas 30.7<br>3 Florida 22.7<br>4 New York 19.6<br>5 Pennsylvania 13.0<br>6 Illinois 12.5<br>7 Ohio 11.8<br>8 Georgia 11.1<br># State HHI ($)<br>1 District of Columbia 98,916<br>2 Maryland 97,364<br>3 Massachusetts 96,584<br>4 New Jersey 96,278<br>5 New Hampshire 94,929<br>6 Washington 93,297<br>7 California 92,605<br>8 Hawaii 91,385<br># State GDP<br>($Billions)<br>1 California 4,103<br>2 Texas 2,709<br>3 New York 2,297<br>4 Florida 1,706<br>5 Illinois 1,137<br>6 Pennsylvania 1,024<br>7 Ohio 928<br>8 Georgia 882<br># State Pop.<br>(Millions)<br>9 North Carolina 10.9<br>10 Michigan 10.1<br>11 New Jersey 9.3<br>12 Virginia 8.8<br>13 Washington 7.9<br>14 Arizona 7.5<br>15 Tennessee 7.1<br>19 Maryland 6.2<br># State HHI ($)<br>9 Colorado 90,555<br>10 Connecticut 89,717<br>11 Virginia 89,172<br>12 Utah 88,438<br>13 Alaska 86,275<br>14 Minnesota 86,272<br>15 New York 81,057<br>37 North Carolina 71,489<br># State March 2025<br>%<br>8 New Hampshire 3.1<br>8 Utah 3.1<br>11 Virginia 3.2<br>11 Wisconsin 3.2<br>22 North Carolina 3.7<br>50 District of Columbia 5.6<br>National Rate 4.2<br># State GDP<br>($Billions)<br>9 Washington 854<br>10 New Jersey 847<br>11 North Carolina 839<br>12 Massachusetts 781<br>13 Virginia 764<br>14 Michigan 707<br>15 Colorado 553<br>18 Maryland 543<br>Ranked Virginia the Best State for<br>Business for 2024, 2021 and 2020<br>and 2nd best in 2023<br>North Carolina ranked 2nd best in 2024<br>and best in 2023<br>Maryland ranked 8th for Technology<br>and Innovation in 2024<br>Ranked Virginia the 4<br>th<br> Best State for<br>Business and North Carolina 1<br>st<br>Virginia has 854,172 small businesses —<br>99.6% of VA businesses<br>Maryland has 668,365 small businesses<br>— 99.6% of MD businesses<br>North Carolina has 1.1 million small<br>businesses — 99.6% of<br>NC businesses<br>MEDIAN HOUSEHOLD INCOME ($) 2024 POPULATION (MILLIONS)<br>2024 GDP UNEMPLOYMENT BY STATE<br>( $ B I LLI O N S ) | ||
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| Source: SNL Financial; Bureau of Economic Analysis; Federal Reserve; Federal Government Employment excludes military personnel 19<br>AMONG THE MOST ATTRACTIVE<br>MARKETS IN USA<br># County 2025 ($)<br>1 Loudoun, VA 178,282<br>2 Falls Church, VA 177,401<br>3 Santa Clara, CA 158,751<br>4 San Mateo, CA 154,846<br>5 Los Alamos, NM 150,209<br>6 Fairfax, VA 150,142<br>7 Douglas, CO 149,907<br>8 Hunterdon, NJ 146,648<br># State Total Share of all Federal<br>Government (%)<br>Share of state<br>employment<br>(%)<br>% in National<br>Security<br>Agencies<br>1<br>District of<br>Columbia<br>162,144 7.23 21.2 28.5<br>2 California 147,487 6.58 0.8<br>3 Virginia 144,483 6.45 3.5 80.0<br>4 Maryland 142,876 6.37 5.3 39.2<br>5 Texas 129,738 5.79 0.9<br>6 Florida 94,014 4.19 0.9<br>7 Georgia 79,686 3.56 1.6<br>8 Pennsylvania 66,079 2.95 1.1<br>9 Washington 56,772 2.53 1.6<br>10 Ohio 55,487 2.48 1.0<br>11 New York 53,600 2.39 0.6<br>12 North Carolina 51,013 2.28 1.0<br># Metro Area March 2025<br>Rate %<br>11 Richmond 3.4<br>11 Austin 3.4<br>11 Orlando 3.4<br>14 Minneapolis/St. Paul 3.5<br>14 Washington DC/Arlington/Alexandria 3.5<br>14 Tampa/St. Petersburg 3.5<br>17 Virginia Beach/Chesapeake/Norfolk 3.6<br>17 Atlanta 3.6<br>17 Jacksonville, FL 3.6<br>17 Phoenix 3.6<br># County 2025 ($)<br>9 Nantucket, MA 146,042<br>10 Fairfax, VA (City) 144,223<br>11 Summit, UT 142,844<br>12 Stafford, VA 142,519<br>13 Elbert, CO 141,524<br>14 San Francisco, CA 141,370<br>15 Marin, CA 140,592<br>LOWEST UNEMPLOYMENT RATES FOR LARGE METRO AREAS<br>MEDIAN HOUSEHOLD INCOME FEDERAL GOVERNMENT EMPLOYMENT<br># Metro Area March 2025<br>Rate %<br>1 Urban Honolulu 2.3<br>2 Nashville Davidson Franklin 2.7<br>3 Oklahoma City 2.9<br>4 Raleigh/Cary 3.1<br>4 Indianapolis 3.1<br>4 Miami/Fort Lauderdale/West Palm Beach 3.1<br>4 Tulsa 3.1<br>8 Baltimore/Columbia/Towson 3.2<br>8 Birmingham 3.2<br>8 Salt Lake City/Murray 3.2<br>Within Virginia, Maryland and North Carolina, we<br>operate in strong markets.<br>• 5 of top 17 lowest unemployment rates at<br>market level for large metro areas<br>• 5 of top 12 counties with highest median<br>household income in the country<br>Outside of Washington D.C., where we have a<br>limited presence, the share of Federal<br>Government employment as a % of overall state<br>employment is low.<br>• Virginia has a high percentage of employment<br>at national security agencies such as<br>Department of Navy, Department of Defense,<br>Department of the Army, Department of<br>Veterans Affairs, Department of the Air Force<br>and Department of Homeland Security | ||
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| 20<br>FEDERAL RESERVE BANK OF RICHMOND<br>TARIFF ANALYSIS OF 5th<br> DISTRICT • As of April 9, tariffs are not expected to<br>have a disproportionate impact on<br>AUB’s markets.<br>• Industries directly impacted by higher<br>tariffs include: textile manufacturing,<br>furniture production, fabricated<br>metals, wood products,<br>miscellaneous manufacturing and<br>agricultural support activities.<br>− AUB has limited exposure to these<br>industries and markets<br>• https://www.richmondfed.org/publicat<br>ions/research/economic_brief/2025/<br>Sources: Census Bureau International Trade Data and authors’ calculations.<br>FIGURE 4C: AVERAGE EFFECTIVE TARIFF RATE BY COUNTY<br>S C E N A R I O 2 , F I F T H F E D E R A L R E S E R V E D I S T R I C T<br>AVERAGE TARIFF LEVEL | ||
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| SANDY SPRING MERGER<br>UPDATE | ||
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| 22<br>ACQUISITION OF SANDY SPRING WAS SUCCESSFULLY<br>CLOSED ON APRIL 1, 2025<br>ACCELERATION OF<br>TRANSACTION CLOSING<br>• Transaction was closed on April 1st<br>• Expeditiously received regulatory and shareholder approvals; closed more than 1 quarter earlier than expected as of the October 2024 announcement<br>date<br>SETTLED COMMON EQUITY<br>FORWARD SALE<br>• Forward sale of common equity was physically settled in full on April 1st<br>• Net proceeds of approximately $385 million received before expenses<br>• Immediate positive impact to CET1 ratio<br>PROPOSED CRE LOAN SALE<br>IS UNDERWAY<br>• Launched CRE loan sale process of at least $2 billion immediately post-closing of the acquisition on April 1st<br>• Engagement with potential buyers are in-process; currently intend to complete loan sale by June 30th<br>• Positive impact to CRE concentration and loan / deposit ratio are expected<br>IMMEDIATE EXECUTION<br>OF INTEGRATION PLANNING • Earlier transaction closing is expected to allow an acceleration of the acquisition’s financial benefits in 2025<br>FINANCIALLY COMPELLING<br>• Key pro forma impacts expected to be approximately in-line with merger announcement estimates<br>• Transaction expected to exceed stated financial metrics goals for M&A | ||
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| 23<br>$18.4<br>$9.5<br>$2.0<br>$18.5<br>4Q'24 1Q'25<br>130<br>53 129<br>183<br>4Q'24 1Q'25<br>$1.7<br>$0.7 $1.7<br>$2.5<br>4Q'24 1Q'25<br>$6.8<br>$6.7<br>$6.8<br>$13.5<br>4Q'24 1Q'25<br>$20.5<br>$11.2 $20.4<br>$31.7<br>4Q'24 1Q'25<br>$24.6<br>$13.8<br>$24.6<br>$38.4<br>4Q'24 1Q'25<br>( $ B I LLI O N S )<br>$27.9 / $29.9<br>Loans to<br>be sold<br>Legacy AUB Sandy Spring / Impact of Acquisition CRE Loan Sale Estimate<br>INCREASING SCALE WITH SANDY SPRING<br>1. Sum of balances of Atlantic Union and Sandy Spring, and not including any impacts from acquisition accounting. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>TOTAL PRO FORMA ASSETS1 PRO FORMA LOANS HFI 1 PRO FORMA DEPOSITS1<br>( $ B I LLI O N S ) ( $ I N B I LLI O N S )<br>( $ B I LLI O N S )<br>PRO FORMA WEALTH AUM PRO FORMA TANGIBLE COMMON EQUITY PRO FORMA NUMBER OF BRANCHES<br>( $ B I LLI O N S ) ( $ I N B I LLI O N S ) | ||
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| 24<br>FINANCIALLY COMPELLING TRANSACTION Pro Forma Company1<br>1. Estimated financial impact is presented for illustrative purposes only. Pro Forma data is subject to various assumptions and uncertainties. Metrics based on post closing of proposed ~$2 Billion CRE loan sale. There is no assurance that we<br>will close the CRE loan sale when expected or at all. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>2. Regional banks defined as U.S. Banks with <$100 billion in assets; Mid-Atlantic defined as Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>3. Prior to any risk-weighted asset growth<br>4. Earnback period calculation is based on the crossover method<br>LEADING REGIONAL PRESENCE<br>Dense, uniquely valuable presence<br>across attractive markets<br>$11.2 billion<br>Deposits added in Northern Virginia,<br>Maryland and Washington D.C.<br>183<br>Pro Forma Branches<br>#1<br>Largest Regional Bank in Mid-Atlantic2<br>FINANCIAL STRENGTH<br>Solid balance sheet & capital levels<br>~10.0% at Q2 2025<br>Pro Forma CET1 Ratio<br>~14.0% at Q2 2025<br>Pro Forma Total Risk-Based Capital Ratio<br>87%<br>Pro Forma Loan-to-Deposit Ratio<br>STRONG GROWTH POTENTIAL<br>Organic & acquisition opportunities<br>$13.5 billion<br>Combined Wealth AUM<br>+107bps<br>2026E CET1 Generation from<br>Core Retained Earnings3<br>+159bps<br>CET1 Generation Over Next Three Years<br>Through Interest Rate Mark Accretion3<br>PEER-LEADING PERFORMANCE<br>Committed to top-tier financial<br>performance<br>20%+<br>Pro Forma ROTCE (2026E)<br>1.50%+<br>Pro Forma ROAA (2026E)<br>~45%<br>Pro Forma Efficiency Ratio (2026E)<br>ATTRACTIVE FINANCIAL PROFILE<br>Solid dividend yield & payout ratio with<br>earnings upside<br>28%<br>EPS Accretion (2026E)<br>2.1 Yrs<br>TBV Earnback4<br>24%<br>IRR<br>SHAREHOLDER VALUE PROPOSITION | ||
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| 25<br>Closed acquisition of Sandy Spring (4/1) Planning to Sell approximately $2 billion of CRE Loans<br>as Previously Announced<br>Settled forward sale of common equity (4/1) Sale Perimeter Expected to be Similar to Pre-Announcement Estimates<br>Repositioned Sandy Spring security portfolio Launched Process Immediately Post-Close on 4/1<br>Began CRE loan sale process Intend to Complete Sale by 6/30<br>Finalized plan for integration<br>Recent Integration Roadmap Updates<br>RECENTLY COMPLETED INTERGRATION MILESTONES KEY UPDATES ON CRE LOAN SALE PROCESS | ||
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| 26<br>Core Cash Earnings (Excl. Loan Rate FMV Accretion that will convert to Core Cash Earnings)<br>Loan Interest Rate FMV Adjustment Accretion that will convert to Core Cash Earnings2<br>Loan Interest Rate FMV Adjustment Accretion2<br>Total Core Cash Earnings<br>Loan Non-PCD Credit Mark Accretion2<br>Projected Loan Interest Rate Mark Accretion Conversion<br>1. Sandy Spring loan interest rate fair market value (FMV) adjustment accretion and non-PCD credit mark accretion of 7-years sum-of-years digits to approximate estimated loan cash flows. Total loan interest rate FMV adjustment of $709MM<br>pre-tax and $546MM after-tax. Total non-PCD credit mark accretion of $103MM pre-tax and $79MM after-tax.<br>2. Illustrates impact from Sandy Spring and the Company’s prior acquisitions including American National. Numbers may not foot due to rounding.<br>See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation<br>KEY OBSERVATIONS AND ASSUMPTIONS PROJECTED PRO FORMA EARNINGS COMPOSITION1<br>Large Core Cash<br>Earnings<br>Composition<br>Core cash earnings represents<br>majority of overall earnings<br>Loan Fair Market Value (“FMV”)<br>adjustment represents<br>comparatively smaller portion<br>Conversion of Loan<br>FMV Accretion to<br>Core Cash Earnings<br>Loan portfolio will reprice at market<br>rate yields, effectively converting<br>loan interest rate FMV accretion to<br>core cash earnings<br>Projected<br>Declining Loan<br>FMV Accretion<br>Loan FMV adjustment accretion<br>composition will decline over time as<br>acquired loans mature<br>Small Non-PCD<br>Credit Mark<br>Accretion<br>Non-PCD credit mark accretion<br>represents smaller portion relative to<br>loan interest rate FMV adjustment<br>69% 72% 73% 75% 76% 77% 78% 79%<br>4%<br>8%<br>12%<br>14%<br>16%<br>19%<br>21%<br>28%<br>21%<br>16%<br>12%<br>9%<br>6% 4% 3% 2% 2% 1% 1% 3% 0%<br>2025 Annual. 2026 2027 2028 2029 2030 2031 2032<br>~69%<br>~76%<br>~81%<br>~87%<br>~90%<br>~93% ~97% ~100% | ||
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| 27<br>Combined Projected AUB/SASR<br>at Q2 2025<br>AUB Stand Alone as of Q1 2025<br>10.0%<br>10.1%<br>0.2%<br>(0.2%)<br>0.0%<br>Q4'24 Net Income Dividend on Common Stock<br>etc.<br>RWA 1Q'25 Illustrative Post M&A Close and<br>CRE Loan Sale<br>~10.0%<br>M&A Close<br>Settlement of<br>Forward Sale<br>CRE Loan Sale<br>Q2 2025 Retained<br>Earnings<br>CET1 Ratio Waterfall<br>Figures may not foot due to rounding<br>Q4 2024 Q1 2025 Illustrative Estimated Q2 2025 Post<br>M&A Close and CRE Loan Sale<br>Q2 2025 | ||
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| 28<br>1. Information on this slide is presented as of April 24, 2025, reflects the Company’s updated financial outlook, certain of the Company’s financial<br>targets, and key economic and other assumptions, and will not be updated or affirmed unless and until the Company publicly announces such an<br>update or affirmation. The adjusted operating noninterest expense outlook excludes amortization of intangible assets, merger-related costs, and FDIC<br>special assessments, and the adjusted operating noninterest income outlook excludes gains and losses on the sale of securities or loans. The FY<br>2025 financial outlook, the Company’s financial targets and the key economic assumptions contain forward-looking statements. These statements<br>are based on current beliefs and expectations of our management and are subject to significant risks and uncertainties, including, but not limited to,<br>volatility and uncertainty in the macroeconomic environment, changes in federal and state governmental policies, the imposition or expansion of<br>tariffs, sustained inflationary pressures, recessionary conditions, and geopolitical instability. As a result, actual results or conditions may differ<br>materially. See the 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>• 2025 outlook includes nine months<br>impact of the Sandy Spring acquisition<br>in results<br>• Assumes the proposed CRE loan sale<br>closes by June 30, 2025<br>• The outlook includes preliminary<br>estimates of merger-related purchase<br>accounting adjustments with respect to<br>the Sandy Spring acquisition that are<br>subject to change<br>• The Federal Reserve Bank cuts the Fed<br>Funds rate by 25 bps three times in<br>2025 starting in June<br>• Assumes slower GDP growth but not<br>forecasting recession in 2025<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 (end of period) $28.0 – 29.0 billion<br>Deposits (end of period) $31.0 – 32.0 billion<br>Credit Outlook<br>ACL to loans: ~120 – 130 bps<br>Net charge-off ratio: ~15 – 25 bps<br>Net Interest Income (FTE) 2,3 ~$1.15 - $1.25 billion<br>Net Interest Margin (FTE)2,3 ~3.75% - 4.00%<br>Adjusted Operating Noninterest Income2 ~$165 - $185 million<br>Adjusted Operating Noninterest Expense2<br>(excludes amortization of intangible assets) ~$665- $685 million<br>Amortization of intangible assets ~$55 million<br>KEY ASSUMPTIONS1<br>FULL YEAR 2025 OUTLOOK1<br>Inclusive of Sandy Spring beginning April 1st | ||
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| Q1 2025<br>APPENDIX | ||
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| 30<br>NIB Demand<br>23%<br>Interest Bearing<br>Demand<br>22%<br>Money Market<br>23%<br>Savings<br>9%<br>Time<br>18%<br>Brokered<br>NIB Demand 4%<br>22%<br>Interest Bearing<br>Demand<br>26% Money Market<br>22%<br>Savings<br>5%<br>Time<br>19%<br>Brokered<br>5%<br>NIB Demand<br>25%<br>Interest Bearing<br>Demand<br>14%<br>Money Market<br>25%<br>Savings<br>16%<br>Time<br>17%<br>Brokered<br>3%<br>PRO FORMA AFTER PROPOSED $2 BILLION LOAN SALE1<br>$11.2<br>billion<br>COST: 2.41%<br>$20.5<br>billion<br>COST: 2.29%<br>$31.7<br>billion<br>COST: 2.31%<br>LOANS<br>DEPOSITS<br>PRO FORMA LOAN AND DEPOSIT MIX AT MARCH 31, 2025<br>Financial data as of the quarter ended 3/31/2025. Numbers may not foot due to rounding. Estimated financial impact is presented for illustrative purposes only. Pro Forma data is subject to various assumptions and uncertainties. See the<br>information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>1. CRE loan sale is currently on track and expected to close by 6/30/2025. There is no assurance that we will close the CRE loan sale when expected or at all.<br>2. Pro forma loan yield of 6.1% on a stated basis<br>C&D<br>10%<br>OO-CRE<br>15%<br>C&I<br>19%<br>Other Comm.<br>4%<br>Non-OO CRE<br>25%<br>Multifamily<br>7%<br>1 - 4 Family Cons.<br>10%<br>1 - 4 Resi<br>8%<br>Auto<br>1%<br>Other Cons.<br>0%<br>$27.9<br>billion<br>YIELD: 6.1%1<br>C&D<br>13%<br>OO-CRE<br>15%<br>C&I<br>13%<br>Other Comm.<br><1%<br>Non-OO CRE<br>30%<br>Multifamily<br>6%<br>1 - 4 Family Cons.<br>14%<br>1 - 4 Resi<br>7%<br>Auto<br><1%<br>Other Cons.<br><1%<br>C&D<br>7%<br>OO-CRE<br>13%<br>C&I<br>21%<br>Other Comm.<br>6%<br>Non-OO CRE<br>28%<br>1 - 4 Family Cons.<br>7%<br>Auto<br>2%<br>Other Cons.<br>1%<br>$18.4<br>billion<br>Yield: 6.0%<br>Multifamily<br>8%<br>1 - 4 Resi<br>8%<br>$11.4<br>billion<br>Yield: 5.3% | ||
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| 31<br>At March 31,2025<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio<br>2. AUB Only<br>Figures may not foot due to rounding. Loan data utilizes AUB’s loan classification methodology and is proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025. Figures do<br>not include any impacts from acquisition accounting or our expected sale of approximately $2 Billion of CRE loans. See the information set forth on "Pro Forma and Market and Industry Data" slide of this<br>presentation.<br>NON-OWNER OCCUPIED OFFICE CRE PORTFOLIO Pro Forma Combined Basis<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>Avg. Office Loan ($ thousands) $1,963<br>Median Office Loan ($ thousands) $703<br>Loan Loss Reserve / Office Loans2 2.85%<br>NCOs / Office Loans1,2 -0.05%<br>Delinquencies / Office Loans 1.11%<br>NPL / Office Loans 0.01%<br>Criticized Loans / Office Loans 4.17%<br>Carolinas $290<br>Western VA $119<br>Fredericksburg Area $146<br>Central VA $89<br>Coastal VA $67<br>Baltimore Metro $143<br>DC Metro $458<br>Other Maryland $67<br>Eastern VA $49<br>Other $46<br>Total $1,474<br>District of Columbia $73<br>Suburban Maryland $204<br>Suburban Virginia $181<br>Total $458<br>BY MARKET DC METRO SUBMARKET* KEY PORTFOLIO METRICS | ||
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| 32<br>MULTIFAMILY CRE PORTFOLIO Pro Forma Combined Basis<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Multifamily Portfolio<br>2. AUB Only<br>Figures may not foot due to rounding. Loan data utilizes AUB’s loan classification methodology and is proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025. Figures do not include any impacts<br>from acquisition accounting or our expected sale of approximately $2 Billion of CRE loans. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>Avg. Multifamily Loan ($ thousands) $3,291<br>Median Multifamily Loan ($ thousands) $792<br>Loan Loss Reserve / Multifamily Loans2 0.53%<br>NCOs / Multifamily Loans1,2 0.00%<br>Delinquencies / Multifamily Loans 0.19%<br>NPL / Multifamily Loans 0.07%<br>Criticized Loans / Multifamily Loans 2.30%<br>Carolinas $603<br>Western VA $283<br>Fredericksburg Area $62<br>Central VA $302<br>Coastal VA $245<br>Baltimore Metro $183<br>DC Metro $349<br>Other Maryland $29<br>Eastern VA $98<br>Other $88<br>Total $2,241<br>At March 31,2025<br>District of Columbia $282<br>Suburban Maryland $57<br>Suburban Virginia $10<br>Total $349<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 ) | ||
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| 33<br>$770 million 1.18% $3.0 million<br>Total Amount of Loans Loan Loss Reserve/<br>Gov Con Loans1<br>Avg. Loan Size<br>0.0% 0.0% 10.1%<br>Non-Performing Loans Net Charge-Offs1,2 Criticized Loans/<br>Gov Con Loans<br>Source: Company Materials (as of 1Q’2025)<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Government Contracting Portfolio<br>2. AUB Only<br>OVERVIEW OF GOVERNMENT-RELATED LOAN<br>PORTFOLIO EXPOSURES<br>Pro Forma Combined Basis<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>• Includes combined balances of<br>Atlantic Union and Sandy Spring as of<br>March 31. Does not include any<br>acquisition accounting impacts on<br>Sandy Spring portfolio. See the<br>information set forth on "Pro Forma<br>and Market and Industry Data" slide of<br>this presentation.<br>KEY METRICS OF GOVERNMENT CONTRACTING PORTFOLIO<br>As of March 31, 2025 | ||
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| 34<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. | ||
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| 35<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Adjusted operating measures exclude, as applicable,<br>merger-related costs, FDIC special assessments, legal<br>reserves associated with our previously disclosed<br>settlement with the CFPB, strategic cost savings initiatives<br>(principally composed of severance charges related to<br>headcount reductions, costs related to modifying certain<br>third party vendor contracts, and charges for exiting certain<br>leases), strategic branch closing and related facility<br>consolidation costs (principally composed of real estate,<br>leases and other asset write downs, as well as severance<br>and expense reduction initiatives), the net loss related to<br>balance sheet repositioning (principally composed of<br>gains and losses on debt extinguishment), deferred tax<br>asset write-down, (loss) gain on sale of securities, gain on<br>sale-leaseback transaction, gain on sale of Dixon, Hubard,<br>Feinour & Brown, Inc. (“DHFB”), and gain on the sale of<br>Visa, Inc. Class B common stock. The Company believes<br>these non-GAAP adjusted measures provide investors with<br>important information about the continuing economic<br>results of the Company’s operations. The Company<br>believes net interest income (FTE), total revenue (FTE), and<br>total adjusted revenue (FTE), which are used in computing<br>net interest margin (FTE) and adjusted operating efficiency<br>ratio (FTE), provide valuable additional insight into the net<br>interest margin and the efficiency ratio by adjusting for<br>differences in tax treatment of interest income sources.<br>The entire FTE adjustment is attributable to interest<br>income on earning assets, which is used in computing the<br>yield on earning assets. Interest expense and the related<br>cost of interest-bearing liabilities and cost of funds ratios<br>are not affected by the FTE components. The adjusted<br>operating efficiency ratio (FTE) excludes, as applicable, the<br>amortization of intangible assets, losses related to<br>balance sheet repositioning, merger-related costs, FDIC<br>special assessments, strategic cost savings initiatives,<br>legal reserves, strategic branch closing and facility<br>consolidation costs, (loss) gain on sale of securities, gain<br>on sale-leaseback transaction, gain on sale of DHFB, and<br>gain on sale of Visa, Inc. Class B common stock. This<br>measure is similar to the measure used by the Company<br>when analyzing corporate performance and is also similar<br>to the measure used for incentive compensation. The<br>Company believes this adjusted measure provides<br>investors with important information about the continuing<br>economic results of the Company’s operations.<br>A DJUS TED O PER A TI N G EA R N I N GS & FI N A N CI A L METR I CS<br>For the three months ended For the years ended<br>(Dollars in thousands, except outstanding share and per share amounts) March 31, 2025 2024 2023 2022 2021 2020<br>Operating Measures<br>Net Income (GAAP) $ 49,818 $ 209,131 $ 201,818 $ 234,510 $ 263,917 $ 158,228<br>Plus: Merger-related costs, net of tax 4,643 33,476 2,850 — — —<br>Plus: FDIC special assessment, net of tax — 664 2,656 — — —<br>Plus: Legal reserve, net of tax — — 6,809 — — —<br>Plus: Strategic cost saving initiatives, net of tax — — 9,959 — — —<br>Plus: Strategic branch closing and facility consolidation costs, net of tax — — — 4,351 13,775 5,343<br>Plus: Net loss related to balance sheet repositioning, net of tax — — — — 11,609 25,979<br>Plus: Deferred tax asset write-down — 4,774 — — — —<br>Less: (Loss) gain on sale of securities, net of tax (81) (5,129) (32,381) (2) 69 9,712<br>Less: Gain on sale-leaseback transaction, net of tax — — 23,367 — — —<br>Less: Gain on sale of DHFB, net of tax — — — 7,984 — —<br>Less: Gain on Visa, Inc. Class B common stock, net of tax — — — — 4,058 —<br>Adjusted operating earnings (non-GAAP) $ 54,542 $ 253,174 $ 233,106 $ 230,879 $ 285,174 $ 179,838<br>Less: Dividends on preferred stock 2,967 11,868 11,868 11,868 11,868 5,658<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 51,575 $ 241,306 $ 221,238 $ 219,011 $ 273,306 $ 174,180<br>Earnings per share (EPS)<br>Weighted average common shares outstanding, diluted 90,072,795 87,909,237 74,962,363 74,953,398 77,417,801 78,875,668<br>EPS available to common shareholders, diluted (GAAP) $ 0.52 $ 2.24 $ 2.53 $ 2.97 $ 3.26 $ 1.93<br>Adjusted operating EPS available to common shareholders, diluted (non-GAAP) $ 0.57 $ 2.74 $ 2.95 $ 2.92 $ 3.53 $ 2.21<br>Operating Efficiency Ratio<br>Noninterest expense (GAAP) $ 134,184 $ 507,534 $ 430,371 $ 403,802 $ 419,195 $ 413,349<br>Less: Amortization of intangible assets 5,398 19,307 8,781 10,815 13,904 16,574<br>Less: Losses related to balance sheet repositioning — — — — 14,695 31,116<br>Less: Merger-related costs 4,940 40,018 2,995 — — —<br>Less: FDIC special assessment — 840 3,362 — — —<br>Less: Strategic cost saving initiatives — — 12,607 — — —<br>Less: Legal reserve — — 8,300 — — —<br>Less: Strategic branch closing and facility consolidation costs — — — 5,508 17,437 6,764<br>Adjusted operating noninterest expense (non-GAAP) $ 123,846 $ 447,369 $ 394,326 $ 387,479 $ 373,159 $ 358,895<br>Noninterest income (GAAP) $ 29,163 $ 118,878 $ 90,877 $ 118,523 $ 125,806 $ 131,486<br>Plus: Losses related to balance sheet repositioning — — — — — 1,769<br>Less: (Loss) gain on sale of securities (102) (6,493) (40,989) (3) 87 12,294<br>Less: Gain on sale-leaseback transaction — — 29,579 — — —<br>Less: Gain on sale of DHFB, net of tax — — — 9,082 — —<br>Less: Gain on Visa, Inc. Class B common stock — — — — 5,137 —<br>Adjusted operating noninterest income (non-GAAP) $ 29,265 $ 125,371 $ 102,287 $ 109,444 $ 120,582 $ 120,961<br>Net interest income (GAAP) $ 184,164 $ 698,539 $ 611,013 $ 584,261 $ 551,260 $ 555,298<br>Noninterest income (GAAP) 29,163 118,878 90,877 118,523 125,806 131,486<br>Total revenue (GAAP) $ 213,327 $ 817,417 $ 701,890 $ 702,784 $ 677,066 $ 686,784<br>Net interest income (FTE) (non-GAAP) $ 187,921 $ 713,765 $ 625,923 $ 599,134 $ 563,851 $ 566,845<br>Adjusted operating noninterest income (non-GAAP) 29,265 125,371 102,287 109,444 120,582 120,961<br>Total adjusted revenue (FTE) (non-GAAP) $ 217,186 $ 839,136 $ 728,210 $ 708,578 $ 684,433 $ 687,806<br>Efficiency ratio (GAAP) 62.90% 62.09% 61.32% 57.46% 61.91% 60.19%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 57.02% 53.31% 54.15% 54.68% 54.52% 52.18% | ||
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| 36<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Tangible assets and tangible common equity are used<br>in the calculation of certain profitability, capital, and<br>per share ratios. The Company believes tangible<br>assets, tangible common equity and the related ratios<br>are meaningful measures of capital adequacy because<br>they provide a meaningful base for period-to-period<br>and company-to-company comparisons, which the<br>Company believes will assist investors in assessing the<br>capital of the Company and its ability to absorb<br>potential losses. The Company believes tangible<br>common equity is an important indication of its ability<br>to grow organically and through business<br>combinations as well as its ability to pay dividends and<br>to engage in various capital management strategies.<br>The Company believes that ROTCE is a meaningful<br>supplement to GAAP financial measures and is useful<br>to investors because it measures the performance of a<br>business consistently across time without regard to<br>whether components of the business were acquired or<br>developed internally. Adjusted operating measures<br>exclude, as applicable, merger-related costs, FDIC<br>special assessments, legal reserves associated with<br>our previously disclosed settlement with the CFPB,<br>strategic cost savings initiatives (principally composed<br>of severance charges related to headcount reductions,<br>costs related to modifying certain third party vendor<br>contracts, and charges for exiting certain leases),<br>strategic branch closing and related facility<br>consolidation costs (principally composed of real<br>estate, leases and other asset write downs, as well as<br>severance and expense reduction initiatives), the net<br>loss related to balance sheet repositioning (principally<br>composed of gains and losses on debt<br>extinguishment), deferred tax asset write-down, (loss)<br>gain on sale of securities, gain on sale-leaseback<br>transaction, gain on sale of DHFB, and gain on the sale<br>of Visa, Inc. Class B common stock. The Company<br>believes these non-GAAP adjusted measures provide<br>investors with important information about the<br>continuing economic results of the Company’s<br>operations.<br>ADJUSTED OPERATING EARNINGS & FINANCIAL M ETRICS<br>For the three months ended For the years ended<br>(Dollars in thousands, except per share amounts) March 31, 2025 2024 2023 2022 2021 2020<br>Return on assets (ROA)<br>Average assets $ 24,678,974 $ 23,862,190 $ 20,512,402 $ 19,949,388 $ 19,977,551 $19,083,853<br>ROA (GAAP) 0.82% 0.88% 0.98% 1.18% 1.32% 0.83%<br>Adjusted operating ROA (non-GAAP) 0.90% 1.06% 1.14% 1.16% 1.43% 0.94%<br>Return on equity (ROE)<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 51,575 $ 241,306 $ 221,238 $ 219,011 $ 273,306 $ 174,180<br>Plus: Amortization of intangibles, tax effected 4,264 15,253 6,937 8,544 10,984 13,093<br>Adjusted operating earnings available to common shareholders before amortization of intangibles<br>(non-GAAP) $ 55,839 $ 256,559 $ 228,175 $ 227,555 $ 284,290 $ 187,273<br>Average equity (GAAP) $ 3,183,846 $ 2,971,111 $ 2,440,525 $ 2,465,049 $ 2,725,330 $ 2,576,372<br>Less: Average goodwill 1,214,053 1,139,422 925,211 930,315 935,560 935,560<br>Less: Average amortizable intangibles 81,790 73,984 22,951 34,627 49,999 65,094<br>Less: Average perpetual preferred stock 166,356 166,356 166,356 166,356 166,356 93,658<br>Average tangible common equity (non-GAAP) $ 1,721,647 $ 1,591,349 $ 1,326,007 $ 1,333,751 $ 1,573,415 $ 1,482,060<br>ROE (GAAP) 6.35% 7.04% 8.27% 9.51% 9.68% 6.14%<br>Return on tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 46,851 $ 197,263 $ 189,950 $ 222,642 $ 252,049 $ 152,570<br>Plus: Amortization of intangibles, tax effected 4,264 15,253 6,937 8,544 10,984 13,093<br>Net Income available to common shareholders before amortization of intangibles (non-GAAP) $ 51,115 $ 212,516 $ 196,887 $ 231,186 $ 263,033 $ 165,663<br>ROTCE (non-GAAP) 12.04% 13.35% 14.85% 17.33% 16.72% 11.18%<br>Adjusted operating ROTCE (non-GAAP) 13.15% 16.12% 17.21% 17.06% 18.07% 12.64% | ||
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| 37<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>(Dollars in thousands, except per share amounts)<br>As of March 31, 2025<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Tangible<br>Assets<br>Ending Assets (GAAP) $ 24,632,611 $ 24,519,580<br>Less: Ending goodwill 1,214,053 1,214,053<br>Less: Ending amortizable intangibles 79,165 79,165<br>Ending tangible assets (non-GAAP) $ 23,339,393 $ 23,226,362<br>Tangible<br>Common<br>Equity<br>Ending equity (GAAP) $ 3,185,216 $ 3,485,558<br>Less: Ending goodwill 1,214,053 1,214,053<br>Less: Ending amortizable intangibles 79,165 79,165<br>Less: Perpetual preferred stock 166,357 —<br>Ending tangible common equity (non-GAAP) $ 1,725,641 $ 2,192,340<br>Net unrealized losses on HTM securities, net of tax $ (48,647) $ (48,647)<br>Accumulated other comprehensive loss (AOCI) $ (333,715) $ (333,715)<br>Common shares outstanding at end of period 89,340,541<br>Average equity (GAAP) $ 3,183,846 $ 3,485,351<br>Less: Average goodwill 1,214,053 1,214,053<br>Less: Average amortizable intangibles 81,790 81,790<br>Less: Average perpetual preferred stock 166,356 —<br>Average tangible common equity (non-GAAP) $ 1,721,647 $ 2,189,508<br>Common equity to total assets (GAAP) 12.3% 14.2%<br>Tangible equity to tangible assets (non-GAAP) 8.1% 9.4%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.9% 9.2%<br>Tangible common equity to tangible assets (non-GAAP) 7.4% 9.4%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.2% 9.2%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP) 8.8%<br>Book value per common share (GAAP) $ 33.79<br>Tangible book value per common share (non-GAAP) $ 19.32<br>Tangible book value per common share, ex AOCI (non-GAAP) $ 23.06<br>Leverage Ratio Tier 1 capital $ 2,241,189 $ 2,543,038<br>Total average assets for leverage ratio $ 23,705,502 $ 23,589,890<br>Leverage ratio 9.5% 10.8%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.8% 9.2%<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. | ||
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| 38<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>RISK-BASED CAPITAL RATIOS<br>(Dollars in thousands)<br>As of March 31, 2025<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Risk-Based Capital Ratios<br>Net unrealized losses on HTM securities, net of tax $ (48,647) $ (48,647)<br>Accumulated other comprehensive loss (AOCI) $ (333,715) $ (333,715)<br>Common equity tier 1 capital $ 2,074,833 $ 2,543,038<br>Tier 1 capital $ 2,241,189 $ 2,543,038<br>Total capital $ 2,860,226 $ 2,748,950<br>Total risk-weighted assets $ 20,613,481 $ 20,502,003<br>Common equity tier 1 capital ratio 10.1% 12.4%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.2% 10.5%<br>Tier 1 capital ratio 10.9% 12.4%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 9.0% 10.5%<br>Total capital ratio 13.9% 13.4%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 12.0% 11.5%<br>In 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. | ||
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| 39<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, merger-related costs, and<br>(loss) gain on sale of securities. The Company<br>believes this adjusted measure provides<br>investors with important information about the<br>continuing economic results of the Company’s<br>operations.<br>PRE-TAX PRE-PROVISION ADJUSTED OPERATING EARNINGS<br>(Dollars in thousands)<br>For the three months ended<br>1Q2025 4Q2024<br>Net income (GAAP) $ 49,818 $ 57,785<br>Plus: Provision for credit losses 17,638 17,496<br>Plus: Income tax expense 11,687 13,519<br>Plus: Merger-related costs 4,940 7,013<br>Less: (Loss) gain on sale of securities (102) 17<br>PTPP adjusted operating earnings (non-GAAP) $ 84,185 $ 95,796 | ||
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| 40<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>1Q2025 4Q2024<br>Net interest income (GAAP) $ 184,164 $ 183,248<br>FTE adjustment 3,757 3,791<br>Net interest income (FTE) (non-GAAP) $ 187,921 $ 187,039<br>Noninterest income (GAAP) 29,163 35,227<br>Total revenue (FTE) (non-GAAP) $ 217,084 $ 222,266<br>Average earning assets $ 22,101,074 $22,373,970<br>Net interest margin (GAAP) 3.38% 3.26%<br>Net interest margin (FTE) (non-GAAP) 3.45% 3.33% | ||
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