8-K

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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

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Date of Report (Date of earliest event reported): October 19, 2023

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.)

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4300 Cox Road

Glen Allen , Virginia **** 23060

(Address of principal executive offices, including Zip Code)

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Registrant’s telephone number, including area code: (804) 633-5031

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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:

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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

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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 2.02 Results of Operations and Financial Condition.

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On October 19, 2023, Atlantic Union Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the third quarter 2023. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

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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.

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Item 7.01 Regulation FD Disclosure

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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 19, 2023. 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.

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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 Securities Exchange Act of 1934.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated October 19, 2023 regarding the third quarter 2023 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

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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 19, 2023	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer
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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 19, 2023 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $51.1 million and basic and diluted earnings per common share of $0.68 for the third quarter of 2023 and adjusted operating earnings available to common shareholders^(1)^ of $59.8 million and adjusted diluted operating earnings per common share^(1)^ of $0.80 for the third quarter of 2023.

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“Atlantic Union delivered strong operating results in the third quarter,” said John C. Asbury, president and chief executive officer of Atlantic Union*. “We were especially pleased with our customer deposit growth that more than funded loan growth during the quarter, negligible charge-offs, and the impact of our expense reduction actions taken earlier in the year. The proactive measures we have taken to manage this challenging environment are serving us well.”*

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“We believe that our model of a diversified, traditional, full-service bank that delivers the products and services that our customers want and need combined with local decision making, responsiveness, and client service orientation positively sets us apart from other banks, both larger and smaller. 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.”

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STRATEGIC ACTIONS

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Merger with American National Bankshares Inc. (“American National”)

On July 25, 2023, the Company announced that it entered into a merger agreement to acquire American National. During the third quarter of 2023, the Company incurred pre-tax merger costs of approximately $2.0 million.

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Cost Saving Initiatives

As previously disclosed, the Company initiated a series of strategic cost savings measures during the second quarter of 2023 that is expected to reduce the annual expense run rate by approximately $17 million. As a result of these measures, the Company incurred pre-tax expenses of $8.7 million in the third quarter of 2023 and $3.9 million in the second quarter of 2023, principally composed of severance charges related to headcount reductions, costs related to modifying certain third-party vendor contracts, and charges for exiting certain leases.

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Sale-Leaseback Transaction

On September 20, 2023, Atlantic Union Bank (the “Bank”) executed a sale-leaseback transaction and sold 27 properties, which consisted of 25 branches and a drive thru and parking lot, each adjacent to a sold branch, to a single purchaser for an aggregate purchase price of $45.8 million. Concurrently, the Bank entered into absolute net lease agreements with the purchaser under which the Bank will lease each of the properties for an initial term of 17 years with specified renewal options. The sale-leaseback transaction resulted in a pre-tax gain of approximately $27.7 million during the third quarter of 2023, after transaction-related expenses.

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Available for Sale (“AFS”) Securities Sale

Concurrent with the sale-leaseback transaction, also on September 20, 2023, the Company restructured a portion of its investment portfolio by selling low yielding AFS securities with a book value of $228.3 million, resulting in a pre-tax net loss of $27.7 million. The net proceeds from the securities sale transaction were reinvested into higher yielding AFS securities at the end of the third quarter of 2023.

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NET INTEREST INCOME

For the third quarter of 2023, net interest income was $151.9 million, a decrease of $143,000 from $152.1 million in the second quarter of 2023. Net interest income (FTE)^(1)^was $155.7 million in the third quarter of 2023, a decrease of $65,000 from $155.8 million in the second quarter of 2023 due to higher deposit costs driven by increases in market interest rates, changes in the deposit mix as depositors continue to migrate to higher costing interest bearing deposit accounts, and growth in average deposit balances, partially offset by an increase in loan yields on variable rate loans due to increases in short-term interest rates during the quarter, as well as growth in average loans held for investment (“LHFI”). Our net interest margin decreased 10 basis points from the prior quarter to 3.27% at September 30, 2023, and our net interest margin (FTE)^(1)^ decreased 10 basis points during the same period to 3.35%. Earning asset yields increased by 20 basis points to 5.39% in the third quarter of 2023 compared to the second quarter of 2023, primarily due to the impact of increases in market interest rates on loans and loan growth. Our cost of funds increased by 30 basis points to 2.04% at September 30, 2023 compared to the prior quarter, due primarily to higher deposit costs driven by higher rates and changes in the deposit mix as noted above.

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The Company’s net interest margin (FTE)^(1)^ includes the impact of acquisition accounting fair value adjustments. Net accretion related to acquisition accounting was $1.1 million for the third quarter of 2023. The impact of net accretion in the second and third quarters of 2023 are reflected in the following table (dollars in thousands):

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​	​	Loan		​	Deposit		​	Borrowings		​	​	​
​		Accretion			Amortization			Amortization			Total
For the quarter ended June 30, 2023	​	$	1,073	​	$	(7)	​	$	(213)	​	$	853
For the quarter ended September 30, 2023	​	​	1,300	​	​	(6)	​	​	(215)	​	​	1,079

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ASSET QUALITY

Overview

At September 30, 2023, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.19% and was unchanged from the prior quarter and included nonaccrual loans of $28.6 million. Accruing past due loans as a percentage of total LHFI totaled 27 basis points at September 30, 2023, an increase of 11 basis points from June 30, 2023, and an increase of 6 basis points from September 30, 2022. The increase in past due loan levels from June 30, 2023 was primarily within the 30-59 days past due category and resulted primarily from increases in past due credit relationships within the commercial real estate and commercial and industrial portfolios. Net charge-offs were 0.01% of total average LHFI (annualized) for the third quarter of 2023, a decrease of 3 basis points from June 30, 2023, and a decrease of 1 basis point from September 30, 2022. The allowance for credit losses (“ACL”) totaled $140.9 million at September 30, 2023, a $4.7 million increase from the prior quarter.

Nonperforming Assets

At September 30, 2023, NPAs totaled $28.8 million, compared to $29.2 million in the prior quarter. The following table shows a summary of NPA balances at the quarter ended (dollars in thousands):

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​	****	September 30,		****	June 30,		****	March 31,		****	December 31,		****	September 30,
​	​	2023		​	2023		​	2023		​	2022		​	2022
Nonaccrual loans	​	$	28,626	​	$	29,105	​	$	29,082	​	$	27,038	​	$	26,500
Foreclosed properties	​		149	​		50	​		29	​		76	​		2,087
Total nonperforming assets	​	$	28,775	​	$	29,155	​	$	29,111	​	$	27,114	​	$	28,587

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The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):

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​	****	September 30,		****	June 30,		****	March 31,		****	December 31,		****	September 30,
​	​	2023		​	2023		​	2023		​	2022		​	2022
Beginning Balance	​	$	29,105	​	$	29,082	​	$	27,038	​	$	26,500	​	$	29,070
Net customer payments	​		(1,947)	​		(5,950)	​		(1,755)	​		(1,805)	​		(3,725)
Additions	​		1,651	​		6,685	​		4,151	​		2,935	​		1,302
Charge-offs	​		(64)	​		(712)	​		(39)	​		(461)	​		(125)
Loans returning to accruing status	​		(119)	​		—	​		(313)	​		(131)	​		—
Transfers to foreclosed property	​		—	​		—	​		—	​		—	​		(22)
Ending Balance	​	$	28,626	​	$	29,105	​	$	29,082	​	$	27,038	​	$	26,500

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Past Due Loans

At September 30, 2023, past due loans still accruing interest totaled $40.6 million or 0.27% of total LHFI, compared to $24.1 million or 0.16% of total LHFI at June 30, 2023, and $29.0 million or 0.21% of total LHFI at September 30, 2022. The increase in past due loan levels from June 30, 2023 was primarily within the 30-59 days past due category and driven by increases in past due credit relationships within the commercial real estate and commercial and industrial portfolios. Of the total past due loans still accruing interest, $11.9 million or 0.08% of total LHFI were loans past due 90 days or more at September 30, 2023, compared to $10.1 million or 0.07% of total LHFI at June 30, 2023, and $7.4 million or 0.05% of total LHFI at September 30, 2022.

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Allowance for Credit Losses

At September 30, 2023, the ACL was $140.9 million and included an allowance for loan and lease losses (“ALLL”) of $125.6 million and a reserve for unfunded commitments of $15.3 million. The ACL at September 30, 2023 increased $4.7 million from June 30, 2023 due to loan growth in the third quarter of 2023 and the impact of continued uncertainty in the economic outlook.

The ACL as a percentage of total LHFI was 0.92% at September 30, 2023, an increase of 2 basis points from June 30, 2023. The ALLL as a percentage of total LHFI was 0.82% at September 30, 2023, compared to 0.80% at June 30, 2023.

Net Charge-offs

Net charge-offs were $294,000 or 0.01% of total average LHFI on an annualized basis for the third quarter of 2023, compared to $1.6 million or 0.04% (annualized) for the second quarter of 2023, and $587,000 or 0.02% (annualized) for the third quarter of 2022.

Provision for Credit Losses

For the third quarter of 2023, the Company recorded a provision for credit losses of $5.0 million, compared to a provision for credit losses of $6.1 million in the prior quarter, and a provision for credit losses of $6.4 million in the third quarter of 2022.

NONINTEREST INCOME

Noninterest income increased $2.9 million to $27.1 million for the third quarter of 2023 from $24.2 million in the prior quarter, primarily driven by a $939,000 increase in other service charges, commissions and fees primarily due to a merchant services vendor contract signing bonus, a $714,000 increase in equity method investment income (included within other operating income), a $439,000 increase in service charges on deposits accounts, and a $379,000 increase in loan-related interest rate swap fees due to several new swap transactions. Noninterest income in the third quarter also included a $27.7 million gain related to the sale-leaseback transaction, included in other operating income, which was almost wholly offset by $27.6 million of losses incurred on the sale of AFS securities in the third quarter of 2023.

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NONINTEREST EXPENSE

Noninterest expense increased $2.8 million to $108.5 million for the third quarter of 2023 from $105.7 million in the prior quarter, primarily driven by a $10.0 million increase in other expenses, which includes $8.7 million in expenses associated with strategic cost saving initiatives and $2.0 million in merger-related costs. Adjusted operating noninterest expense,^(1)^ which excludes amortization of intangible assets ($2.2 million in both the third quarter and second quarter of 2023), expenses associated with strategic cost savings initiatives ($8.7 million in the third quarter and $3.9 million in the second quarter of 2023), and merger-related costs associated with the American National merger ($2.0 million in the third quarter of 2023), decreased $3.9 million to $95.7 million for the third quarter of 2023 from $99.5 million in the prior quarter. The decrease in adjusted operating noninterest expense^(1)^ was primarily due to a $1.6 million decrease in salaries and benefits expense reflecting the impact of strategic cost saving initiatives, a $1.1 million decrease in professional services expense related to strategic projects in the prior quarter, a $643,000 decrease in technology and data processing expense, and a $598,000 decrease in marketing and advertising expense.

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INCOME TAXES

The effective tax rate for the three months ended September 30, 2023 and 2022 was 17.6% and 17.0%, respectively, and the effective tax rate for the nine months ended September 30, 2023 and 2022 was 16.3% and 17.0%, respectively.

BALANCE SHEET

At September 30, 2023, total assets were $20.7 billion, an increase of $133.9 million or approximately 2.6% (annualized) from June 30, 2023, and an increase of $786.0 million or approximately 3.9% from September 30, 2022. Total assets increased from the prior quarter primarily due to a $216.7 million increase in LHFI (net of deferred fees and costs), partially offset by a $110.3 million decrease in investment securities due primarily to the decline in market value of the AFS securities portfolio due to the impact of market interest rates. Total assets increased from the prior year period primarily due to a $1.4 billion increase in LHFI (net of deferred fees and costs), partially offset by a $607.7 million decrease in investment securities due primarily to the sale of AFS securities in the first and third quarters of 2023.

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At September 30, 2023, LHFI (net of deferred fees and costs) totaled $15.3 billion, an increase of $216.7 million or 5.7% (annualized) from $15.1 billion at June 30, 2023. Average LHFI (net of deferred fees and costs) totaled $15.1 billion at September 30, 2023, an increase of $393.5 million or 10.6% (annualized) from the prior quarter. At September 30, 2023, both LHFI (net of deferred fees and costs) and average LHFI (net of deferred fees and costs) increased $1.4 billion from September 30, 2022. LHFI (net of deferred fees and costs) increased from the prior quarter primarily due to increases in the multifamily real estate and other commercial portfolios and increased from the same period in the prior year primarily due to increases in the commercial and industrial and commercial real estate non-owner occupied portfolios.

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At September 30, 2023, total investments were $3.0 billion, a decrease of $110.3 million from June 30, 2023 and a decrease of $607.7 million from September 30, 2022. AFS securities totaled $2.1 billion at September 30, 2023, $2.2 billion at June 30, 2023, and $2.7 billion at September 30, 2022. At September 30, 2023, total net unrealized losses on the AFS securities portfolio were $523.1 million, compared to $450.1 million at June 30, 2023 and $507.7 million at September 30, 2022. Held to maturity (“HTM”) securities are carried at cost and totaled $843.3 million at September 30, 2023, $849.6 million at June 30, 2023, and $841.3 million at September 30, 2022 and had net unrealized losses of $81.2 million at September 30, 2023, compared to $41.8 million at June 30, 2023 and $75.9 million at September 30, 2022.

At September 30, 2023, total deposits were $16.8 billion, an increase of $374.5 million or approximately 9.1% (annualized) from June 30, 2023. Average deposits at September 30, 2023 increased from the prior quarter by $515.5 million or 12.6% (annualized). Total deposits at September 30, 2023 increased $240.3 million or 1.5% from September 30, 2022, and quarterly average deposits at September 30, 2023 increased $307.4 million or 1.9% from the same period in the prior year. Total deposits increased from the prior quarter and the prior year period primarily due to increases in interest bearing customer deposits and brokered deposits, partially offset by decreases in demand deposits.

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At September 30, 2023, total borrowings were $1.0 billion, a decrease of $299.6 million from June 30, 2023, and an increase of $351.1 million from September 30, 2022. Total borrowings decreased from the prior quarter primarily due to

paydowns of short-term borrowings due to deposit growth and increased from the prior year period due to increased short-term borrowings used to fund loan growth.

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The following table shows the Company’s capital ratios at the quarters ended:

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​	****	September 30,	****	June 30,	****	September 30,	****
​	​	2023	​	2023	​	2022	****
Common equity Tier 1 capital ratio ^(2)^		9.94	%	9.86	%	9.96	%
Tier 1 capital ratio ^(2)^		10.88	%	10.81	%	10.98	%
Total capital ratio ^(2)^		13.70	%	13.64	%	13.80	%
Leverage ratio (Tier 1 capital to average assets) ^(2)^		9.62	%	9.64	%	9.32	%
Common equity to total assets		10.72	%	10.96	%	10.60	%
Tangible common equity to tangible assets ^(1)^		6.45	%	6.66	%	6.11	%

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During the third quarter of 2023, 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 2023 and the third quarter of 2022. During the third quarter of 2023, the Company also declared and paid cash dividends of $0.30 per common share, consistent with the second quarter of 2023 and the third quarter of 2022.

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^(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.

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^(2)^ All ratios at September 30, 2023 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

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 109 branches and 123 ATMs located throughout Virginia and in portions of Maryland and North Carolina as of September 30, 2023. 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 2023 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 19, 2023 during which the Company’s management will review the Company’s financial results for the third quarter 2023 and provide an update on recent activities.

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The listen-only webcast and the accompanying slides can be accessed at:

https://edge.media-server.com/mmc/p/xamg8swa.

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For analysts who wish to participate in the conference call, please register at the following URL:

https://register.vevent.com/register/BI2b71d4244e9e49b393decce9c92d4054. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

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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/.

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NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended September 30, 2023, the Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted or pre-tax pre-provision basis. These non-GAAP

financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of 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 the Company’s 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 our expectations with regard to our business, financial and operating results, including our deposit base, the impact of future economic conditions, the expected impact of our cost saving measures initiative in the second quarter of 2023, 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,” “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;
●	inflation and its impacts on economic growth and customer and client behavior;
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●	adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;
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●	the sufficiency of liquidity;
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●	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 and slowdowns in economic growth;
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●	the failure to close our previously announced merger with American National when expected or at all because required regulatory, American National shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all, and the risk that any regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger;
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●	the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between the Company and American National;
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●	any change in the purchase accounting assumptions used regarding the American National assets acquired and liabilities assumed to determine the fair value and credit marks, particularly in light of the current rising interest rate environment;
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●	the possibility that the anticipated benefits of the proposed merger, including anticipated cost savings and strategic gains, are not realized when expected or at all;
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●	the proposed merger being more expensive or taking longer to complete than anticipated, including as a result of unexpected factors or events;
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●	the diversion of management’s attention from ongoing business operations and opportunities do to the proposed merger;
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●	potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger;
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●	the dilutive effect of shares of the Company’s common stock to be issued at the completion of the proposed merger;
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●	changes in the Company’s or American National’s share price before closing;
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●	monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
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●	the quality or composition of our loan or investment portfolios and changes therein;
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●	demand for loan products and financial services in our market areas;
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●	our ability to manage our growth or implement our growth strategy;
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●	the effectiveness of expense reduction plans;
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●	the introduction of new lines of business or new products and services;
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●	our ability to recruit and retain key employees;
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●	real estate values in our lending area;
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●	changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;
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●	an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by inflation, changing interest rates, or other factors;
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●	our liquidity and capital positions;
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●	concentrations of loans secured by real estate, particularly commercial real estate;
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●	the effectiveness of our credit processes and management of our credit risk;
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●	our ability to compete in the market for financial services and increased competition from fintech companies;
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●	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 considerations;
---	---
●	the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events, 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;
---	---
●	the discontinuation of LIBOR and its impact on the financial markets, and our ability to manage operational, legal, and compliance risks related to the discontinuation of LIBOR and implementation of one or more alternate reference rates;
---	---
●	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;
---	---
●	legislative or regulatory changes and requirements;
---	---
●	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;
---	---
●	the effects of changes in federal, state or local tax laws and regulations;
---	---
●	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, 2022, Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and March 31, 2023, 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 of 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 the forward-looking statements, and undue reliance should not be placed on such 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. 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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23		​	09/30/22		​
Results of Operations	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest and dividend income	​	$	247,159	​	$	230,247	​	$	171,156	​	$	694,952	​	$	458,367	​
Interest expense	​	****	95,218	​		78,163	​		20,441	​	****	237,483	​		37,954	​
Net interest income	​	****	151,941	​		152,084	​		150,715	​	****	457,469	​		420,413	​
Provision for credit losses	​	****	4,991	​		6,069	​		6,412	​	****	22,911	​		12,771	​
Net interest income after provision for credit losses	​	****	146,950	​		146,015	​		144,303	​	****	434,558	​		407,642	​
Noninterest income	​	****	27,094	​		24,197	​		25,584	​	****	60,918	​		94,023	​
Noninterest expenses	​	****	108,508	​		105,661	​		99,923	​	****	322,442	​		304,012	​
Income before income taxes	​	****	65,536	​		64,551	​		69,964	​	****	173,034	​		197,653	​
Income tax expense	​	****	11,519	​		9,310	​		11,894	​	****	28,123	​		33,667	​
Net income	​	****	54,017	​		55,241	​		58,070	​	****	144,911	​		163,986	​
Dividends on preferred stock	​	​	2,967	​	​	2,967	​	​	2,967	​	​	8,901	​	​	8,901	​
Net income available to common shareholders	​	$	51,050	​	$	52,274	​	$	55,103	​	$	136,010	​	$	155,085	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest earned on earning assets (FTE) ^(1)^	​	$	250,903	​	$	233,913	​	$	174,998	​	$	706,150	​	$	469,122	​
Net interest income (FTE) ^(1)^	​	****	155,685	​		155,750	​		154,557	​	****	468,667	​		431,168	​
Total revenue (FTE) ^(1)^	​	​	182,779	​	​	179,947	​	​	180,141	​	​	529,585	​	​	525,191	​
Pre-tax pre-provision adjusted operating earnings ^(7)^	​	​	81,086	​	​	74,553	​	​	76,376	​	​	228,837	​	​	206,852	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Key Ratios	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share, diluted	​	$	0.68	​	$	0.70	​	$	0.74	​	$	1.81	​	$	2.07	​
Return on average assets (ROA)	​	****	1.04	%		1.10	%		1.15	%	****	0.95	%		1.10	%
Return on average equity (ROE)	​	****	8.76	%		9.00	%		9.45	%	****	7.93	%		8.72	%
Return on average tangible common equity (ROTCE) ^(2) (3)^	​	****	15.71	%		16.11	%		17.21	%	****	14.22	%		15.69	%
Efficiency ratio	​	****	60.61	%		59.94	%		56.68	%	****	62.20	%		59.10	%
Efficiency ratio (FTE) ^(1)^	​	​	59.37	%		58.72	%		55.47	%	****	60.89	%		57.89	%
Net interest margin	​	****	3.27	%		3.37	%		3.34	%	****	3.35	%		3.16	%
Net interest margin (FTE) ^(1)^	​	****	3.35	%		3.45	%		3.43	%	****	3.43	%		3.24	%
Yields on earning assets (FTE) ^(1)^	​	****	5.39	%		5.19	%		3.88	%	****	5.17	%		3.52	%
Cost of interest-bearing liabilities	​	****	2.80	%		2.42	%		0.68	%	****	2.42	%		0.43	%
Cost of deposits	​	****	1.97	%		1.61	%		0.37	%	****	1.63	%		0.21	%
Cost of funds	​	****	2.04	%		1.74	%		0.45	%	****	1.74	%		0.28	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Measures^(4)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted operating earnings	​	$	62,749	​	$	58,348	​	$	58,070	​	$	171,286	​	$	160,355	​
Adjusted operating earnings available to common shareholders	​	​	59,782	​	​	55,381	​	​	55,103	​	​	162,385	​	​	151,454	​
Adjusted operating earnings per common share, diluted	​	$	0.80	​	$	0.74	​	$	0.74	​	$	2.17	​	$	2.02	​
Adjusted operating ROA	​	****	1.21	%		1.16	%		1.15	%	****	1.12	%		1.08	%
Adjusted operating ROE	​	****	10.17	%		9.51	%		9.45	%	​	9.37	%		8.53	%
Adjusted operating ROTCE ^(2) (3)^	​	****	18.31	%		17.03	%		17.21	%	****	16.88	%		15.34	%
Adjusted operating efficiency ratio (FTE) ^(1)(6)^	​	****	52.36	%		55.30	%		54.09	%	****	54.55	%		56.20	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Per Share Data	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share, basic	​	$	0.68	​	$	0.70	​	$	0.74	​	$	1.81	​	$	2.07	​
Earnings per common share, diluted	​	****	0.68	​		0.70	​		0.74	​	****	1.81	​		2.07	​
Cash dividends paid per common share	​	****	0.30	​		0.30	​		0.30	​	****	0.90	​		0.86	​
Market value per share	​	****	28.78	​		25.95	​		30.38	​	****	28.78	​		30.38	​
Book value per common share	​	****	29.82	​		30.31	​		28.46	​	****	29.82	​		28.46	​
Tangible book value per common share ^(2)^	​	****	17.12	​		17.58	​		15.61	​	****	17.12	​		15.61	​
Price to earnings ratio, diluted	​	****	10.65	​		9.28	​		10.37	​	****	11.86	​		10.99	​
Price to book value per common share ratio	​	****	0.97	​		0.86	​		1.07	​	****	0.97	​		1.07	​
Price to tangible book value per common share ratio ^(2)^	​	****	1.68	​		1.48	​		1.95	​	****	1.68	​		1.95	​
Weighted average common shares outstanding, basic	​	****	74,999,128	​		74,995,450	​		74,703,699	​	****	74,942,851	​		75,029,000	​
Weighted average common shares outstanding, diluted	​	****	74,999,128	​		74,995,557	​		74,705,054	​	****	74,943,999	​		75,034,084	​
Common shares outstanding at end of period	​	****	74,997,132	​		74,998,075	​		74,703,774	​	****	74,997,132	​		74,703,774	​

​

​

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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23		​	09/30/22		****
Capital Ratios	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Common equity Tier 1 capital ratio ^(5)^		​	9.94	%	​	9.86	%	​	9.96	%	​	9.94	%	​	9.96	%
Tier 1 capital ratio ^(5)^		​	10.88	%	​	10.81	%	​	10.98	%	​	10.88	%	​	10.98	%
Total capital ratio ^(5)^		​	13.70	%	​	13.64	%	​	13.80	%	​	13.70	%	​	13.80	%
Leverage ratio (Tier 1 capital to average assets) ^(5)^		​	9.62	%	​	9.64	%	​	9.32	%	​	9.62	%	​	9.32	%
Common equity to total assets		​	10.72	%	​	10.96	%	​	10.60	%	​	10.72	%	​	10.60	%
Tangible common equity to tangible assets ^(2)^		​	6.45	%	​	6.66	%	​	6.11	%	​	6.45	%	​	6.11	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial Condition		​	****	****	​			​		​	​	****	****	​		​
Assets	​	$	20,736,236	​	$	20,602,332	​	$	19,950,231	​	$	20,736,236	​	$	19,950,231	​
LHFI (net of deferred fees and costs)	​	****	15,283,620	​		15,066,930	​		13,918,720	​	****	15,283,620	​		13,918,720	​
Securities	​	****	3,032,982	​		3,143,235	​		3,640,722	​	****	3,032,982	​		3,640,722	​
Earning Assets	​	****	18,491,561	​		18,452,007	​		17,790,324	​	****	18,491,561	​		17,790,324	​
Goodwill	​	****	925,211	​		925,211	​		925,211	​	****	925,211	​		925,211	​
Amortizable intangibles, net	​	****	21,277	​		23,469	​		29,142	​	****	21,277	​		29,142	​
Deposits	​	****	16,786,505	​		16,411,987	​		16,546,216	​	****	16,786,505	​		16,546,216	​
Borrowings	​	****	1,020,669	​		1,320,301	​		669,558	​	****	1,020,669	​		669,558	​
Stockholders' equity	​	****	2,388,801	​		2,424,470	​		2,281,150	​	****	2,388,801	​		2,281,150	​
Tangible common equity ^(2)^	​	****	1,275,956	​		1,309,433	​		1,160,440	​	****	1,275,956	​		1,160,440	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
LHFI, net of deferred fees and costs	​	****	****	​			​			​	****	****	​			​
Construction and land development	​	$	1,132,940	​	$	1,231,720	​	$	1,068,201	​	$	1,132,940	​	$	1,068,201	​
Commercial real estate - owner occupied	​	****	1,975,281	​		1,952,189	​		1,953,872	​	****	1,975,281	​		1,953,872	​
Commercial real estate - non-owner occupied	​	****	4,148,218	​		4,113,318	​		3,900,325	​	****	4,148,218	​		3,900,325	​
Multifamily real estate	​	****	947,153	​		788,895	​		774,970	​	****	947,153	​		774,970	​
Commercial & Industrial	​	****	3,432,319	​		3,373,148	​		2,709,047	​	****	3,432,319	​		2,709,047	​
Residential 1-4 Family - Commercial	​	****	517,034	​		518,317	​		542,612	​	****	517,034	​		542,612	​
Residential 1-4 Family - Consumer	​	****	1,057,294	​		1,017,698	​		891,353	​	****	1,057,294	​		891,353	​
Residential 1-4 Family - Revolving	​	****	599,282	​		600,339	​		588,452	​	****	599,282	​		588,452	​
Auto	​	****	534,361	​		585,756	​		561,277	​	****	534,361	​		561,277	​
Consumer	​	****	126,151	​		134,709	​		172,776	​	****	126,151	​		172,776	​
Other Commercial	​	****	813,587	​		750,841	​		755,835	​	****	813,587	​		755,835	​
Total LHFI	​	$	15,283,620	​	$	15,066,930	​	$	13,918,720	​	$	15,283,620	​	$	13,918,720	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Deposits	​	****	****	​			​			​	****	****	​			​
Interest checking accounts	​	$	5,055,464	​	$	4,824,192	​	$	4,354,351	​	$	5,055,464	​	$	4,354,351	​
Money market accounts	​	****	3,472,953	​		3,413,936	​		3,962,470	​	****	3,472,953	​		3,962,470	​
Savings accounts	​	****	950,363	​		986,081	​		1,173,566	​	****	950,363	​		1,173,566	​
Customer time deposits of $250,000 and over	​	****	634,950	​		578,739	​		391,332	​	****	634,950	​		391,332	​
Other customer time deposits	​	​	2,011,106	​	​	1,813,031	​	​	1,352,440	​	​	2,011,106	​	​	1,352,440	​
Time deposits	​	****	2,646,056	​		2,391,770	​		1,743,772	​	****	2,646,056	​		1,743,772	​
Total interest-bearing customer deposits	​	​	12,124,836	​	​	11,615,979	​	​	11,234,159	​	​	12,124,836	​	​	11,234,159	​
Brokered deposits	​	​	516,720	​	​	485,702	​	​	21,119	​	​	516,720	​	​	21,119	​
Total interest-bearing deposits	​	$	12,641,556	​	$	12,101,681	​	$	11,255,278	​	$	12,641,556	​	$	11,255,278	​
Demand deposits	​	****	4,144,949	​		4,310,306	​		5,290,938	​	****	4,144,949	​		5,290,938	​
Total deposits	​	$	16,786,505	​	$	16,411,987	​	$	16,546,216	​	$	16,786,505	​	$	16,546,216	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Averages	​	****	****	​			​			​	****	****	​			​
Assets	​	$	20,596,189	​	$	20,209,687	​	$	19,980,500	​	$	20,397,518	​	$	19,873,644	​
LHFI (net of deferred fees and costs)	​	****	15,139,761	​		14,746,218	​		13,733,447	​	****	14,799,520	​		13,521,507	​
Loans held for sale	​	****	10,649	​		14,413	​		15,063	​	****	10,330	​		16,779	​
Securities	​	****	3,101,658	​		3,176,662	​		3,818,607	​	****	3,247,287	​		3,981,308	​
Earning assets	​	****	18,462,505	​		18,091,809	​		17,879,222	​	****	18,264,957	​		17,803,550	​
Deposits	​	****	16,795,611	​		16,280,154	​		16,488,224	​	****	16,499,045	​		16,397,790	​
Time deposits	​	****	2,914,004	​		2,500,966	​		1,745,224	​	****	2,571,114	​		1,726,341	​
Interest-bearing deposits	​	****	12,576,776	​		11,903,004	​		11,163,945	​	****	12,071,006	​		11,091,115	​
Borrowings	​	****	905,170	​		1,071,171	​		703,272	​	****	1,032,067	​		660,995	​
Interest-bearing liabilities	​	****	13,481,946	​		12,974,175	​		11,867,217	​	****	13,103,073	​		11,752,110	​
Stockholders' equity	​	****	2,446,902	​		2,460,741	​		2,436,999	​	****	2,443,833	​		2,513,522	​
Tangible common equity ^(2)^	​	****	1,332,993	​		1,345,426	​		1,315,085	​	****	1,328,385	​		1,378,240	​

​

​

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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23		​	09/30/22		****
Asset Quality	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Allowance for Credit Losses (ACL)		​			​			​		​	​			​		​
Beginning balance, Allowance for loan and lease losses (ALLL)	​	$	120,683	​	$	116,512	​	$	104,184	​	$	110,768	​	$	99,787	​
Add: Recoveries	​	****	1,335	​		1,035	​		1,214	​	****	3,537	​		3,745	​
Less: Charge-offs	​	****	1,629	​		2,602	​		1,801	​	****	9,957	​		5,267	​
Add: Provision for loan losses	​	****	5,238	​		5,738	​		4,412	​	****	21,279	​		9,744	​
Ending balance, ALLL	​	$	125,627	​	$	120,683	​	$	108,009	​	$	125,627	​	$	108,009	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Beginning balance, Reserve for unfunded commitment (RUC)	​	$	15,548	​	$	15,199	​	$	9,000	​	$	13,675	​	$	8,000	​
Add: Provision for unfunded commitments	​	​	(246)	​	​	349	​	​	2,000	​	​	1,627	​	​	3,000	​
Ending balance, RUC	​	$	15,302	​	$	15,548	​	$	11,000	​	$	15,302	​	$	11,000	​
Total ACL	​	$	140,929	​	$	136,231	​	$	119,009	​	$	140,929	​	$	119,009	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ACL / total LHFI	​	​	0.92	%	​	0.90	%	​	0.86	%	​	0.92	%	​	0.86	%
ALLL / total LHFI	​	****	0.82	%		0.80	%		0.78	%	****	0.82	%		0.78	%
Net charge-offs / total average LHFI (annualized)	​	****	0.01	%		0.04	%		0.02	%	****	0.06	%		0.02	%
Provision for loan losses/ total average LHFI (annualized)	​	****	0.14	%		0.16	%		0.13	%	****	0.19	%		0.10	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Nonperforming Assets	​			​			​			​	****	****	​			​
Construction and land development	​	$	355	​	$	284	​	$	421	​	$	355	​	$	421	​
Commercial real estate - owner occupied	​	****	3,882	​		3,978	​		4,883	​	****	3,882	​		4,883	​
Commercial real estate - non-owner occupied	​	****	5,999	​		6,473	​		1,923	​	****	5,999	​		1,923	​
Commercial & Industrial	​	****	2,256	​		2,738	​		2,289	​	****	2,256	​		2,289	​
Residential 1-4 Family - Commercial	​	****	1,833	​		1,844	​		1,962	​	****	1,833	​		1,962	​
Residential 1-4 Family - Consumer	​	****	10,368	​		10,033	​		11,121	​	****	10,368	​		11,121	​
Residential 1-4 Family - Revolving	​	****	3,572	​		3,461	​		3,583	​	****	3,572	​		3,583	​
Auto	​	****	361	​		291	​		318	​	****	361	​		318	​
Consumer	​	​	—	​	​	3	​	​	—	​	​	—	​	​	—	​
Nonaccrual loans	​	$	28,626	​	$	29,105	​	$	26,500	​	$	28,626	​	$	26,500	​
Foreclosed property	​	****	149	​		50	​		2,087	​	****	149	​		2,087	​
Total nonperforming assets (NPAs)	​	$	28,775	​	$	29,155	​	$	28,587	​	$	28,775	​	$	28,587	​
Construction and land development	​	$	25	​	$	24	​	$	115	​	$	25	​	$	115	​
Commercial real estate - owner occupied	​	****	2,395	​		2,463	​		3,517	​	****	2,395	​		3,517	​
Commercial real estate - non-owner occupied	​	​	2,835	​	​	2,763	​	​	621	​	​	2,835	​	​	621	​
Commercial & Industrial	​	****	792	​		810	​		526	​	****	792	​		526	​
Residential 1-4 Family - Commercial	​	****	817	​		693	​		308	​	****	817	​		308	​
Residential 1-4 Family - Consumer	​	****	3,632	​		1,716	​		680	​	****	3,632	​		680	​
Residential 1-4 Family - Revolving	​	****	1,034	​		1,259	​		1,255	​	****	1,034	​		1,255	​
Auto	​	****	229	​		243	​		148	​	****	229	​		148	​
Consumer	​	****	97	​		74	​		86	​	****	97	​		86	​
Other Commercial	​	​	15	​	​	66	​	​	95	​	​	15	​	​	95	​
LHFI ≥ 90 days and still accruing	​	$	11,871	​	$	10,111	​	$	7,351	​	$	11,871	​	$	7,351	​
Total NPAs and LHFI ≥ 90 days	​	$	40,646	​	$	39,266	​	$	35,938	​	$	40,646	​	$	35,938	​
NPAs / total LHFI	​	​	0.19	%		0.19	%		0.21	%	****	0.19	%		0.21	%
NPAs / total assets	​	****	0.14	%		0.14	%		0.14	%	****	0.14	%		0.14	%
ALLL / nonaccrual loans	​	****	438.86	%		414.65	%		407.58	%	****	438.86	%		407.58	%
ALLL/ nonperforming assets	​	****	436.58	%		413.94	%		377.83	%	****	436.58	%		377.83	%

​

​

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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23		​	09/30/22		****
Past Due Detail	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Construction and land development	​	$	—	​	$	295	​	$	120	​	$	—	​	$	120	​
Commercial real estate - owner occupied	​	****	3,501	​		602	​		7,337	​	****	3,501	​		7,337	​
Commercial real estate - non-owner occupied	​	****	4,573	​		—	​		—	​	****	4,573	​		—	​
Commercial & Industrial	​	****	3,049	​		254	​		796	​	****	3,049	​		796	​
Residential 1-4 Family - Commercial	​	****	744	​		1,076	​		1,410	​	****	744	​		1,410	​
Residential 1-4 Family - Consumer	​	****	1,000	​		1,504	​		1,123	​	****	1,000	​		1,123	​
Residential 1-4 Family - Revolving	​	****	2,326	​		1,729	​		1,115	​	****	2,326	​		1,115	​
Auto	​	****	2,703	​		2,877	​		1,876	​	****	2,703	​		1,876	​
Consumer	​	​	517	​	​	334	​	​	409	​	​	517	​	​	409	​
Other Commercial	​	​	3,545	​	​	23	​	​	—	​	​	3,545	​	​	—	​
LHFI 30-59 days past due	​	$	21,958	​	$	8,694	​	$	14,186	​	$	21,958	​	$	14,186	​
Construction and land development	​	$	386	​	$	—	​	$	107	​	$	386	​	$	107	​
Commercial real estate - owner occupied	​	****	1,902	​		10	​		763	​	****	1,902	​		763	​
Commercial real estate - non-owner occupied	​	****	797	​		—	​		457	​	****	797	​		457	​
Multifamily real estate	​	​	150	​	​	—	​	​	—	​	​	150	​	​	—	​
Commercial & Industrial	​	****	576	​		400	​		3,128	​	****	576	​		3,128	​
Residential 1-4 Family - Commercial	​	****	67	​		189	​		97	​	****	67	​		97	​
Residential 1-4 Family - Consumer	​	****	1,775	​		2,813	​		1,449	​	****	1,775	​		1,449	​
Residential 1-4 Family - Revolving	​	****	602	​		1,114	​		1,081	​	****	602	​		1,081	​
Auto	​	****	339	​		564	​		257	​	****	339	​		257	​
Consumer	​	​	164	​	​	214	​	​	101	​	​	164	​	​	101	​
LHFI 60-89 days past due	​	$	6,758	​	$	5,304	​	$	7,440	​	$	6,758	​	$	7,440	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Past Due and still accruing	​	$	40,587	​	$	24,109	​	$	28,977	​	$	40,587	​	$	28,977	​
Past Due and still accruing / total LHFI	​	​	0.27	%	​	0.16	%	​	0.21	%	​	0.27	%	​	0.21	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Alternative Performance Measures (non-GAAP)	​	****	****	​			​			​	****	****	​			​
Net interest income (FTE) ^(1)^	​	****	****	​			​			​	****	****	​			​
Net interest income (GAAP)	​	$	151,941	​	$	152,084	​	$	150,715	​	$	457,469	​	$	420,413	​
FTE adjustment	​	****	3,744	​		3,666	​		3,842	​	****	11,198	​		10,755	​
Net interest income (FTE) (non-GAAP)^^	​	$	155,685	​	$	155,750	​	$	154,557	​	$	468,667	​	$	431,168	​
Noninterest income (GAAP)	​	​	27,094	​	​	24,197	​	​	25,584	​	​	60,918	​	​	94,023	​
Total revenue (FTE) (non-GAAP)	​	$	182,779	​	$	179,947	​	$	180,141	​	$	529,585	​	$	525,191	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average earning assets	​	$	18,462,505	​	$	18,091,809	​	$	17,879,222	​	$	18,264,957	​	$	17,803,550	​
Net interest margin	​	****	3.27	%		3.37	%		3.34	%	****	3.35	%		3.16	%
Net interest margin (FTE)	​	****	3.35	%		3.45	%		3.43	%	****	3.43	%		3.24	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tangible Assets ^(2)^	​	****	****	​			​			​	****	****	​			​
Ending assets (GAAP)	​	$	20,736,236	​	$	20,602,332	​	$	19,950,231	​	$	20,736,236	​	$	19,950,231	​
Less: Ending goodwill	​	****	925,211	​		925,211	​		925,211	​	****	925,211	​		925,211	​
Less: Ending amortizable intangibles	​	****	21,277	​		23,469	​		29,142	​	****	21,277	​		29,142	​
Ending tangible assets (non-GAAP)	​	$	19,789,748	​	$	19,653,652	​	$	18,995,878	​	$	19,789,748	​	$	18,995,878	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tangible Common Equity ^(2)^	​	****	****	​			​			​	****	****	​			​
Ending equity (GAAP)	​	$	2,388,801	​	$	2,424,470	​	$	2,281,150	​	$	2,388,801	​	$	2,281,150	​
Less: Ending goodwill	​	****	925,211	​		925,211	​		925,211	​	****	925,211	​		925,211	​
Less: Ending amortizable intangibles	​	****	21,277	​		23,469	​		29,142	​	****	21,277	​		29,142	​
Less: Perpetual preferred stock	​	​	166,357	​	​	166,357	​	​	166,357	​	​	166,357	​	​	166,357	​
Ending tangible common equity (non-GAAP)	​	$	1,275,956	​	$	1,309,433	​	$	1,160,440	​	$	1,275,956	​	$	1,160,440	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average equity (GAAP)	​	$	2,446,902	​	$	2,460,741	​	$	2,436,999	​	$	2,443,833	​	$	2,513,522	​
Less: Average goodwill	​	****	925,211	​		925,211	​		925,211	​	****	925,211	​		932,035	​
Less: Average amortizable intangibles	​	****	22,342	​		23,748	​		30,347	​	****	23,881	​		36,891	​
Less: Average perpetual preferred stock	​	​	166,356	​	​	166,356	​	​	166,356	​	​	166,356	​	​	166,356	​
Average tangible common equity (non-GAAP)	​	$	1,332,993	​	$	1,345,426	​	$	1,315,085	​	$	1,328,385	​	$	1,378,240	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ROTCE **** ^(2)(3)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income available to common shareholders (GAAP)	​	$	51,050	​	$	52,274	​	$	55,103	​	$	136,010	​	$	155,085	​
Plus: Amortization of intangibles, tax effected	​	​	1,732	​	​	1,751	​	​	1,959	​	​	5,283	​	​	6,663	​
Net income available to common shareholders before amortization of intangibles (non-GAAP)	​	$	52,782	​	$	54,025	​	$	57,062	​	$	141,293	​	$	161,748	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on average tangible common equity (ROTCE)	​	​	15.71	%	​	16.11	%	​	17.21	%	​	14.22	%	​	15.69	%

​

**** ​

​

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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23		****		09/30/22	****
Operating Measures^(4)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (GAAP)	​	$	54,017	​	$	55,241	​	$	58,070	​	$	144,911	​	$	163,986	​
Plus: Strategic cost saving initiatives, net of tax	​	​	6,851	​	​	3,109	​	​	—	​	​	9,959	​	​	—	​
Plus: Merger-related costs, net of tax	​	​	1,965	​	​	—	​	​	—	​	​	1,965	​	​	—	​
Plus: Legal reserve, net of tax	​	​	—	​	​	—	​	​	—	​	​	3,950	​	​	—	​
Plus: Strategic branch closing and facility consolidation costs, net of tax	​	​	—	​	​	—	​	​	—	​	​	—	​	​	4,351	​
Less: (Loss) gain on sale of securities, net of tax	​	​	(21,799)	​	​	2	​	​	—	​	​	(32,384)	​	​	(2)	​
Less: Gain on sale-leaseback transaction, net of tax	​	​	21,883	​	​	—	​	​	—	​	​	21,883	​	​	—	​
Less: Gain on sale of DHFB, net of tax	​	​	—	​	​	—	​	​	—	​	​	—	​	​	7,984	​
Adjusted operating earnings (non-GAAP)	​	​	62,749	​	​	58,348	​	​	58,070	​	​	171,286	​	​	160,355	​
Less: Dividends on preferred stock	​	​	2,967	​	​	2,967	​	​	2,967	​	​	8,901	​	​	8,901	​
Adjusted operating earnings available to common shareholders (non-GAAP)	​	$	59,782	​	$	55,381	​	$	55,103	​	$	162,385	​	$	151,454	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Efficiency Ratio^(1)(6)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Noninterest expense (GAAP)	​	$	108,508	​	$	105,661	​	$	99,923	​	$	322,442	​	$	304,012	​
Less: Amortization of intangible assets	​	****	2,193	​		2,216	​		2,480	​	****	6,687	​		8,434	​
Less: Strategic cost saving initiatives	​	​	8,672	​	​	3,935	​	​	—	​	​	12,607	​	​	—	​
Less: Merger-related costs	​	​	1,993	​	​	—	​	​	—	​	​	1,993	​	​	—	​
Less: Legal reserve	​	​	—	​	​	—	​	​	—	​	​	5,000	​	​	—	​
Less: Strategic branch closing and facility consolidation costs	​	​	—	​	​	—	​	​	—	​	​	—	​	​	5,508	​
Adjusted operating noninterest expense (non-GAAP)	​	$	95,650	​	$	99,510	​	$	97,443	​	$	296,155	​	$	290,070	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Noninterest income (GAAP)	​	$	27,094	​	$	24,197	​	$	25,584	​	$	60,918	​	$	94,023	​
Less: (Loss) gain on sale of securities	​	​	(27,594)	​	​	2	​	​	—	​	​	(40,992)	​	​	(2)	​
Less: Gain on sale-leaseback transaction	​	​	27,700	​	​	—	​	​	—	​	​	27,700	​	​	—	​
Less: Gain on sale of DHFB	​	​	—	​	​	—	​	​	—	​	​	—	​	​	9,082	​
Adjusted operating noninterest income (non-GAAP)	​	$	26,988	​	$	24,195	​	$	25,584	​	$	74,210	​	$	84,943	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest income (FTE) (non-GAAP)^(1)^	​	$	155,685	​	$	155,750	​	$	154,557	​	$	468,667	​	$	431,168	​
Adjusted operating noninterest income (non-GAAP)	​	****	26,988	​		24,195	​		25,584	​	****	74,210	​		84,943	​
Total adjusted revenue (FTE) (non-GAAP) ^(1)^	​	$	182,673	​	$	179,945	​	$	180,141	​	$	542,877	​	$	516,111	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Efficiency ratio	​	****	60.61	%		59.94	%		56.68	%	****	62.20	%		59.10	%
Efficiency ratio (FTE) ^(1)^	​	​	59.37	%		58.72	%		55.47	%	****	60.89	%		57.89	%
Adjusted operating efficiency ratio (FTE) ^(1)(6)^	​	****	52.36	%		55.30	%		54.09	%	****	54.55	%		56.20	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating ROA & ROE ^(4)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted operating earnings (non-GAAP)	​	$	62,749	​	$	58,348	​	$	58,070	​	$	171,286	​	$	160,355	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average assets (GAAP)	​	$	20,596,189	​	$	20,209,687	​	$	19,980,500	​	$	20,397,518	​	$	19,873,644	​
Return on average assets (ROA) (GAAP)	​	​	1.04	%	​	1.10	%	​	1.15	%	​	0.95	%	​	1.10	%
Adjusted operating return on average assets (ROA) (non-GAAP)	​	​	1.21	%	​	1.16	%	​	1.15	%	​	1.12	%	​	1.08	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average equity (GAAP)	​	$	2,446,902	​	$	2,460,741	​	$	2,436,999	​	$	2,443,833	​	$	2,513,522	​
Return on average equity (ROE) (GAAP)	​	​	8.76	%	​	9.00	%	​	9.45	%	​	7.93	%	​	8.72	%
Adjusted operating return on average equity (ROE) (non-GAAP)	​	​	10.17	%	​	9.51	%	​	9.45	%	​	9.37	%	​	8.53	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating ROTCE ^(2)(3)(4)^	​	****	****	​			​			​	****	****	​			​
Adjusted operating earnings available to common shareholders (non-GAAP)	​	$	59,782	​	$	55,381	​	$	55,103	​	$	162,385	​	$	151,454	​
Plus: Amortization of intangibles, tax effected	​	****	1,732	​		1,751	​		1,959	​	****	5,283	​		6,663	​
Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP)	​	$	61,514	​	$	57,132	​	$	57,062	​	$	167,668	​	$	158,117	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average tangible common equity (non-GAAP)	​	$	1,332,993	​	$	1,345,426	​	$	1,315,085	​	$	1,328,385	​	$	1,378,240	​
Adjusted operating return on average tangible common equity (non-GAAP)	​	****	18.31	%		17.03	%		17.21	%	****	16.88	%		15.34	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pre-tax pre-provision adjusted operating earnings ^(7)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (GAAP)	​	$	54,017	​	$	55,241	​	$	58,070	​	$	144,911	​	$	163,986	​
Plus: Provision for credit losses	​	​	4,991	​	​	6,069	​	​	6,412	​	​	22,911	​	​	12,771	​
Plus: Income tax expense	​	​	11,519	​	​	9,310	​	​	11,894	​	​	28,123	​	​	33,667	​
Plus: Strategic cost saving initiatives	​	​	8,672	​	​	3,935	​	​	—	​	​	12,607	​	​	—	​
Plus: Merger-related costs	​	​	1,993	​	​	—	​	​	—	​	​	1,993	​	​	—	​
Plus: Legal reserve	​	​	—	​	​	—	​	​	—	​	​	5,000	​	​	—	​
Plus: Strategic branch closing and facility consolidation costs	​	​	—	​	​	—	​	​	—	​	​	—	​	​	5,508	​
Less: (Loss) gain on sale of securities	​	​	(27,594)	​	​	2	​	​	—	​	​	(40,992)	​	​	(2)	​
Less: Gain on sale-leaseback transaction	​	​	27,700	​	​	—	​	​	—	​	​	27,700	​	​	—	​
Less: Gain on sale of DHFB	​	​	—	​	​	—	​	​	—	​	​	—	​	​	9,082	​
Pre-tax pre-provision adjusted operating earnings (non-GAAP)	​	$	81,086	​	$	74,553	​	$	76,376	​	$	228,837	​	$	206,852	​
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)	​	$	78,119	​	$	71,586	​	$	73,409	​	$	219,936	​	$	197,951	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding, diluted	​	​	74,999,128	​	​	74,995,557	​	​	74,705,054	​	​	74,943,999	​	​	75,034,084	​
Pre-tax pre-provision earnings per common share, diluted	​	$	1.04	​	$	0.95	​	$	0.98	​	$	2.93	​	$	2.64	​

​

​

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					​
​	****	09/30/23		****	06/30/23		****	09/30/22		****	09/30/23			09/30/22		​
Mortgage Origination Held for Sale Volume	​			​			​			​		​	​			​
Refinance Volume	​	$	2,239	​	$	4,076	​	$	5,637	​	$	9,767	​	$	53,753	​
Purchase Volume	​	****	35,815	​		32,168	​		66,360	​	****	100,175	​		209,206	​
Total Mortgage loan originations held for sale	​	$	38,054	​	$	36,244	​	$	71,997	​	$	109,942	​	$	262,959	​
% of originations held for sale that are refinances	​	****	5.9	%		11.2	%		7.8	%	****	8.9	%		20.4	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Wealth	​	****	****	​			​			​	****	****	​			​
Assets under management	​	$	4,675,523	​	$	4,774,501	​	$	4,065,059	​	$	4,675,523	​	$	4,065,059	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other Data	​	****	****	​			​			​	****	****	​			​
End of period full-time employees	​	****	1,788	​		1,878	​		1,890	​	****	1,788	​		1,890	​
Number of full-service branches	​	****	109	​		109	​		114	​	****	109	​		114	​
Number of automatic transaction machines ("ATMs")	​	****	123	​		123	​		131	​	****	123	​		131	​

​

---

(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 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)<br><br>These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions, costs related to modifying certain third party vendor contracts, and charges for exiting certain leases), merger-related costs, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic branch closing and related facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance and expense reduction initiatives), (loss) gain on sale of securities, gain on sale-leaseback transaction, and gain on sale of DHFB. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the organization’s operations.
(5)	All ratios at September 30, 2023 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, strategic cost saving initiatives, merger-related costs, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic branch closing and related facility consolidation costs, (loss) gain on sale of securities, gain on sale-leaseback transaction, and gain on sale of DHFB. This measure is similar to the measure utilized by the Company when analyzing corporate performance and is also similar to the measure utilized for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the organization’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, strategic cost saving initiatives, merger-related costs, a legal reserve associated with an ongoing regulatory matter previously disclosed, strategic branch closure initiatives and related facility consolidation costs, (loss) gain on sale of securities, gain on sale-leaseback transaction, and gain on sale of DHFB. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.
---	---

​

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

​

​	​	​	​	​	​	​	​	​
​	September 30,		​	December 31,		​	September 30,
​	2023			2022			2022
ASSETS	​	(unaudited)	​	​	(audited)	​	​	(unaudited)
Cash and cash equivalents:	​	​	​	​	​	​	​	​
Cash and due from banks	$	233,526	​	$	216,384	​	$	177,969
Interest-bearing deposits in other banks	​	159,718	​	​	102,107	​	​	211,785
Federal funds sold	​	5,701	​	​	1,457	​	​	1,188
Total cash and cash equivalents	​	398,945	​	​	319,948	​	​	390,942
Securities available for sale, at fair value	​	2,084,928	​	​	2,741,816	​	​	2,717,323
Securities held to maturity, at carrying value	​	843,269	​	​	847,732	​	​	841,349
Restricted stock, at cost	​	104,785	​	​	120,213	​	​	82,050
Loans held for sale	​	6,608	​	​	3,936	​	​	12,889
Loans held for investment, net of deferred fees and costs	​	15,283,620	​	​	14,449,142	​	​	13,918,720
Less: allowance for loan and lease losses	​	125,627	​	​	110,768	​	​	108,009
Total loans held for investment, net	​	15,157,993	​	​	14,338,374	​	​	13,810,711
Premises and equipment, net	​	94,510	​	​	118,243	​	​	126,374
Goodwill	​	925,211	​	​	925,211	​	​	925,211
Amortizable intangibles, net	​	21,277	​	​	26,761	​	​	29,142
Bank owned life insurance	​	449,452	​	​	440,656	​	​	437,988
Other assets	​	649,258	​	​	578,248	​	​	576,252
Total assets	$	20,736,236	​	$	20,461,138	​	$	19,950,231
LIABILITIES	​	​	​	​	​	​	​	​
Noninterest-bearing demand deposits	$	4,144,949	​	$	4,883,239	​	$	5,290,938
Interest-bearing deposits	​	12,641,556	​	​	11,048,438	​	​	11,255,278
Total deposits	​	16,786,505	​	​	15,931,677	​	​	16,546,216
Securities sold under agreements to repurchase	​	134,936	​	​	142,837	​	​	146,182
Other short-term borrowings	​	495,000	​	​	1,176,000	​	​	133,800
Long-term borrowings	​	390,733	​	​	389,863	​	​	389,576
Other liabilities	​	540,261	​	​	448,024	​	​	453,307
Total liabilities	​	18,347,435	​	​	18,088,401	​	​	17,669,081
Commitments and contingencies	​	​	​	​	​	​	​	​
STOCKHOLDERS' EQUITY	​	​	​	​	​	​	​	​
Preferred stock, $10.00 par value	​	173	​	​	173	​	​	173
Common stock, $1.33 par value	​	99,120	​	​	98,873	​	​	98,845
Additional paid-in capital	​	1,779,281	​	​	1,772,440	​	​	1,769,858
Retained earnings	​	988,133	​	​	919,537	​	​	874,393
Accumulated other comprehensive loss	​	(477,906)	​	​	(418,286)	​	​	(462,119)
Total stockholders' equity	​	2,388,801	​	​	2,372,737	​	​	2,281,150
Total liabilities and stockholders' equity	$	20,736,236	​	$	20,461,138	​	$	19,950,231
​	​	​	​	​	​	​	​	​
Common shares outstanding	​	74,997,132	​	​	74,712,622	​	​	74,703,774
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,
​	2023			2023			2022			2023			2022
Interest and dividend income:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest and fees on loans	$	221,380	​	$	205,172	​	$	144,673	​	$	616,544	​	$	382,139
Interest on deposits in other banks	​	1,309	​	​	1,014	​	​	941	​	​	3,815	​	​	1,229
Interest and dividends on securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Taxable	​	16,055	​	​	15,565	​	​	14,750	​	​	48,373	​	​	43,110
Nontaxable	​	8,415	​	​	8,496	​	​	10,792	​	​	26,220	​	​	31,889
Total interest and dividend income	​	247,159	​	​	230,247	​	​	171,156	​	​	694,952	​	​	458,367
Interest expense:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest on deposits	​	83,590	​	​	65,267	​	​	15,386	​	​	200,690	​	​	25,966
Interest on short-term borrowings	​	6,499	​	​	8,044	​	​	1,229	​	​	22,106	​	​	1,805
Interest on long-term borrowings	​	5,129	​	​	4,852	​	​	3,826	​	​	14,687	​	​	10,183
Total interest expense	​	95,218	​	​	78,163	​	​	20,441	​	​	237,483	​	​	37,954
Net interest income	​	151,941	​	​	152,084	​	​	150,715	​	​	457,469	​	​	420,413
Provision for credit losses	​	4,991	​	​	6,069	​	​	6,412	​	​	22,911	​	​	12,771
Net interest income after provision for credit losses	​	146,950	​	​	146,015	​	​	144,303	​	​	434,558	​	​	407,642
Noninterest income:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Service charges on deposit accounts	​	8,557	​	​	8,118	​	​	6,784	​	​	24,577	​	​	22,421
Other service charges, commissions and fees	​	2,632	​	​	1,693	​	​	1,770	​	​	6,071	​	​	5,134
Interchange fees	​	2,314	​	​	2,459	​	​	2,461	​	​	7,098	​	​	6,539
Fiduciary and asset management fees	​	4,549	​	​	4,359	​	​	4,134	​	​	13,169	​	​	18,329
Mortgage banking income	​	666	​	​	449	​	​	1,390	​	​	1,969	​	​	6,707
(Loss) gain on sale of securities	​	(27,594)	​	​	2	​	​	—	​	​	(40,992)	​	​	(2)
Bank owned life insurance income	​	2,973	​	​	2,870	​	​	3,445	​	​	8,671	​	​	8,858
Loan-related interest rate swap fees	​	2,695	​	​	2,316	​	​	2,050	​	​	6,450	​	​	8,510
Other operating income	​	30,302	​	​	1,931	​	​	3,550	​	​	33,905	​	​	17,527
Total noninterest income	​	27,094	​	​	24,197	​	​	25,584	​	​	60,918	​	​	94,023
Noninterest expenses:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Salaries and benefits	​	57,449	​	​	62,019	​	​	56,600	​	​	179,996	​	​	170,203
Occupancy expenses	​	6,053	​	​	6,094	​	​	6,408	​	​	18,503	​	​	19,685
Furniture and equipment expenses	​	3,449	​	​	3,565	​	​	3,673	​	​	10,765	​	​	10,860
Technology and data processing	​	7,923	​	​	8,566	​	​	8,273	​	​	24,631	​	​	23,930
Professional services	​	3,291	​	​	4,433	​	​	3,504	​	​	11,138	​	​	12,274
Marketing and advertising expense	​	2,219	​	​	2,817	​	​	2,343	​	​	7,387	​	​	7,008
FDIC assessment premiums and other insurance	​	4,258	​	​	4,074	​	​	3,094	​	​	12,231	​	​	8,344
Franchise and other taxes	​	4,510	​	​	4,499	​	​	4,507	​	​	13,508	​	​	13,506
Loan-related expenses	​	1,388	​	​	1,619	​	​	1,575	​	​	4,560	​	​	5,218
Amortization of intangible assets	​	2,193	​	​	2,216	​	​	2,480	​	​	6,687	​	​	8,434
Other expenses	​	15,775	​	​	5,759	​	​	7,466	​	​	33,036	​	​	24,550
Total noninterest expenses	​	108,508	​	​	105,661	​	​	99,923	​	​	322,442	​	​	304,012
Income before income taxes	​	65,536	​	​	64,551	​	​	69,964	​	​	173,034	​	​	197,653
Income tax expense	​	11,519	​	​	9,310	​	​	11,894	​	​	28,123	​	​	33,667
Net income	$	54,017	​	$	55,241	​	$	58,070	​	​	144,911	​	​	163,986
Dividends on preferred stock	​	2,967	​	​	2,967	​	​	2,967	​	​	8,901	​	​	8,901
Net income available to common shareholders	$	51,050	​	$	52,274	​	$	55,103	​	$	136,010	​	$	155,085
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic earnings per common share	$	0.68	​	$	0.70	​	$	0.74	​	$	1.81	​	$	2.07
Diluted earnings per common share	$	0.68	​	$	0.70	​	$	0.74	​	$	1.81	​	$	2.07

​

​

​

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED)

(Dollars in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	For the Quarter Ended
​	September 30, 2023							​	June 30, 2023
​	Average Balance		****	Interest Income / Expense ^(1)^		****	Yield / Rate^(1)(2)^	****	Average Balance		****	Interest Income / Expense ^(1)^		****	Yield / Rate^(1)(2)^
Assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Securities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Taxable	$	1,799,675	​	$	16,055	​	3.54%	​	$	1,865,193	​	$	15,565	​	3.35%
Tax-exempt	​	1,301,983	​	​	10,653	​	3.25%	​	​	1,311,469	​	​	10,755	​	3.29%
Total securities	​	3,101,658	​	​	26,708	​	3.42%	​	​	3,176,662	​	​	26,320	​	3.32%
LHFI, net of deferred fees and costs ^(3)^	​	15,139,761	​	​	222,698	​	5.84%	​	​	14,746,218	​	​	206,452	​	5.62%
Other earning assets	​	221,086	​	​	1,497	​	2.69%	​	​	168,929	​	​	1,141	​	2.71%
Total earning assets	​	18,462,505	​	$	250,903	​	5.39%	​	​	18,091,809	​	$	233,913	​	5.19%
Allowance for loan and lease losses	​	(121,229)	​	​	​	​	​	​	​	(117,643)	​	​	​	​	​
Total non-earning assets	​	2,254,913	​	​	​	​	​	​	​	2,235,521	​	​	​	​	​
Total assets	$	20,596,189	​	​	​	​	​	​	$	20,209,687	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities and Stockholders' Equity:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-bearing deposits:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transaction and money market accounts	$	8,697,801	​	$	57,378	​	2.62%	​	$	8,387,473	​	$	46,953	​	2.25%
Regular savings	​	964,971	​	​	499	​	0.21%	​	​	1,014,565	​	​	430	​	0.17%
Time deposits	​	2,914,004	​	​	25,713	​	3.50%	​	​	2,500,966	​	​	17,884	​	2.87%
Total interest-bearing deposits	​	12,576,776	​	​	83,590	​	2.64%	​	​	11,903,004	​	​	65,267	​	2.20%
Other borrowings	​	905,170	​	​	11,628	​	5.10%	​	​	1,071,171	​	​	12,896	​	4.83%
Total interest-bearing liabilities	$	13,481,946	​	$	95,218	​	2.80%	​	$	12,974,175	​	$	78,163	​	2.42%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Noninterest-bearing liabilities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Demand deposits	​	4,218,835	​	​	​	​	​	​	​	4,377,150	​	​	​	​	​
Other liabilities	​	448,506	​	​	​	​	​	​	​	397,621	​	​	​	​	​
Total liabilities	​	18,149,287	​	​	​	​	​	​	​	17,748,946	​	​	​	​	​
Stockholders' equity	​	2,446,902	​	​	​	​	​	​	​	2,460,741	​	​	​	​	​
Total liabilities and stockholders' equity	$	20,596,189	​	​	​	​	​	​	$	20,209,687	​	​	​	​	​
Net interest income	​	​	​	$	155,685	​	​	​	​	​	​	$	155,750	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate spread	​	​	​	​	​	​	2.59%	​	​	​	​	​	​	​	2.77%
Cost of funds	​	​	​	​	​	​	2.04%	​	​	​	​	​	​	​	1.74%
Net interest margin	​	​	​	​	​	​	3.35%	​	​	​	​	​	​	​	3.45%

---

(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 actual, not rounded amounts in thousands, which appear above.
---	---
(3)	Nonaccrual loans are included in average loans outstanding.
---	---

Exhibit 99.2

3rd Quarter 2023<br>Earnings<br>Presentation<br>NYSE: AUB<br>October 19, 2023
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,<br>statements on slides entitled "Q3 2023 Highlights and 2023 Outlook” and “Financial Outlook,” statements regarding our strategic priorities and liquidity and capital management strategies, expectations with regard to our business, financial, and operating<br>results, including our deposit base and funding, the impact of future economic conditions, and statements that include, other projections, predictions, expectations, or beliefs about future events or results, including our ability to meet our top tier financial<br>targets, 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<br>cannot be predicted or quantified, that may cause actual results, performance, achievements, or trends to be materially different from those expressed or implied by such forward-looking statements. Such statements are often characterized by the use of<br>qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or<br>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<br>and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such<br>forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to the effects of or changes in:<br>• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding<br>costs and our loan and securities portfolios;<br>• inflation and its impacts on economic growth and customer and client behavior;<br>• adverse developments in the financial industry, such as bank failures, responsive measures to mitigate and manage such<br>developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior;<br>• the sufficiency of liquidity;<br>• general economic and financial market conditions, in the United States generally and particularly in the markets in which<br>we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in<br>unemployment levels and slowdowns in economic growth;<br>• our failure to close on our proposed merger with American National Bankshares Inc. (“American National”) when expected<br>or at all because required regulatory, American National shareholder or other approvals or conditions are not received or<br>satisfied on a timely basis or at all, and the risk that any regulatory approvals may result in the imposition of conditions that<br>could adversely affect the combined company or the expected benefits of the merger;<br>• the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement;<br>• the risks that the anticipated benefits of the proposed merger, including cost savings and strategic gains, are not realized<br>when expected or at all;<br>• the proposed merger may be more expensive or take longer to complete than anticipated, and may divert management’s<br>attention from ongoing business and opportunities;<br>• government monetary and fiscal policies, including policies of the U.S. Treasury and the Federal 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 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<br>inflation, changing interest rates, or other factors;<br>• our liquidity and capital positions;<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<br>and integration of potential future acquisitions, whether involving stock or cash considerations;<br>• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist<br>acts, geopolitical conflicts or public health events, and of governmental and societal responses thereto; these potential<br>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<br>chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or<br>capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations<br>and on financial markets and economic growth;<br>• the discontinuation of LIBOR and its impact on the financial markets, and our ability to manage operational, legal, and<br>compliance risks related to the discontinuation of LIBOR and implementation of one or more alternate reference rates;<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>• legislative or regulatory changes and requirements;<br>• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other<br>things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse<br>consequences;<br>• the effects of changes in federal, state or local tax laws and regulations;<br>• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible<br>assets, such as goodwill; and<br>• other factors, many of which are beyond our control.<br>Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended<br>December 31, 2022, Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and March 31, 2023, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange<br>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 of the forward-looking statements are expressly<br>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<br>Company or our businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements, and undue reliance should not be placed on such forward-looking statements. Forward-looking statements speak only as of the date<br>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.
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3<br>Additional Information<br>Non-GAAP Financial Measures<br>This presentation contains certain financial information determined by methods other<br>than in accordance with generally accepted accounting principles in the United States<br>(“GAAP”). These non-GAAP financial measures are a supplement to GAAP, which is<br>used to prepare the Company’s financial statements, and should not be considered in<br>isolation or as a substitute for comparable measures calculated in accordance with<br>GAAP. In addition, the Company’s non-GAAP financial measures may not be<br>comparable to non-GAAP financial measures of other companies. The Company uses<br>the non-GAAP financial measures discussed herein in its analysis of the Company’s<br>performance. The Company’s management believes that these non-GAAP financial<br>measures provide additional understanding of ongoing operations, enhance<br>comparability of results of operations with prior periods, show the effects of significant<br>gains and charges in the periods presented without the impact of items or events that<br>may obscure trends in the Company’s underlying performance, or show the potential<br>effects of accumulated other comprehensive income (or AOCI) or unrealized losses on<br>securities on the Company's capital.<br>Please see “Reconciliation of Non-GAAP Disclosures” at the end of this presentation for<br>a 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<br>any securities. No offer of securities shall be made except by means of a prospectus<br>meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell<br>or 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:<br>AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 109<br>branches and 123 ATMs located throughout Virginia, and in portions of Maryland and<br>North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank<br>include: Atlantic Union Equipment Finance, Inc., which provides equipment financing;<br>Atlantic Union Financial Consultants, LLC, which provides brokerage services; and<br>Union Insurance Group, LLC, which offers various lines of insurance products.
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4<br>Largest Regional Banking Company Headquartered in Virginia<br>Our Company<br>Soundness	Profitability	Growth<br>Data as of 9/30/2023, market capitalization as of 10/18/2023<br>1) Regional bank defined as having less than $100 billion in assets; rank determined by asset size;<br>data per S&P Global Market Intelligence<br>Highlights ($bn)<br>• Statewide Virginia footprint of 104<br>branches in all major markets<br>• #1 regional bank1 deposit market<br>share in Virginia<br>• Strong balance sheet and capital<br>levels<br>• Committed to top-tier financial<br>performance with a highly<br>experienced management team able<br>to execute change<br>4<br>$20.7<br>Assets<br>$15.3<br>Loans<br>$16.8<br>Deposits<br>$2.2<br>Market Capitalization<br>Branch/Office Footprint<br>AUB (109)<br>AUB LPO (2)<br>AUB Equipment Finance Headquarters (1)
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5<br>Our Shareholder<br>Value Proposition<br>Leading Regional Presence<br>Dense, uniquely valuable presence<br>across attractive markets<br>Financial<br>Strength<br>Solid balance sheet<br>& capital levels<br>Attractive<br>Financial Profile<br>Solid dividend yield<br>& payout ratio with<br>earnings upside<br>Strong Growth<br>Potential<br>Organic & acquisition<br>opportunities<br>Peer-Leading<br>Performance<br>Committed to top-tier<br>financial performance
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6<br>Q3 2023 Highlights and 2023 Outlook<br>Loan and Deposit Growth<br>• Customer deposit growth more than<br>funded loan growth in Q3 2023<br>• 5.7% annualized loan growth in Q3 2023<br>• 9.1% annualized deposit growth in Q3<br>2023<br>• Line of Credit Utilization relatively flat<br>with Q2 2023<br>Asset Quality<br>• Q3 2023 net charge-offs at 1 bps<br>annualized and expect net charge-offs of<br><10 bps for 2023<br>Positioning for Long Term<br>• Restructured more than $200 million of<br>securities portfolio in Q3 2023 for<br>continued high rate environment in a<br>capital neutral transaction<br>• Lending pipelines remain resilient<br>• Resilient, growing deposit base<br>• Drive organic growth and performance of<br>the core banking franchise<br>Differentiated Client<br>Experience<br>• Position Company as responsive, strong<br>and capable alternative to large national<br>banks, while competing against smaller<br>banks<br>Operating Leverage Focus<br>• ~5.2% adjusted revenue growth1 year<br>over year<br>• ~2.1% adjusted operating noninterest<br>expense increase1 year over year<br>• Adjusted operating leverage1 of ~3.1%<br>year over year<br>• Pre-Tax, Pre-Provision adjusted<br>operating earnings1<br>increased 10.6%<br>year over year<br>• Took strategic actions to reduce<br>expenses in Q2<br>Capitalize on<br>Strategic Opportunities<br>• Announced intention to acquire<br>American National Bankshares and<br>expect to close in the first quarter of<br>2024<br>6<br>1 For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation<br>of Non-GAAP Disclosures.”’ Operating leverage is for the first nine months of 2023 compared to the first nine months of 2022.
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7<br>Loan and Deposit Betas<br>32% 26% 25%<br>68% 74% 75%<br>Q3 2022 Q2 2023 Q3 2023<br>Deposit Mix Shift<br>Non Interest Deposits Interest Bearing Deposits<br>$16,546 $16,412 $16,787<br>12%<br>17%<br>26%<br>30%<br>36%<br>0.37%<br>0.72%<br>1.28%<br>1.61%<br>1.97%<br>Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023<br>Total Deposit Beta2<br>Cumulative Deposit Beta<br>18%<br>25%<br>37%<br>41%<br>48%<br>0.55%<br>1.05%<br>1.79%<br>2.20%<br>2.64%<br>Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023<br>Interest Bearing Deposit Beta2<br>Cumulative Int. Bearing Deposit Beta Int. Bearing Rate Paid<br>34%<br>39% 42% 44% 45%<br>4.20%<br>4.90%<br>5.35% 5.62% 5.84%<br>Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023<br>Total Loan Beta1<br>Cumulative Loan Beta Avg. Rate<br>3Q 2023 Highlights<br>• Total deposits up 9.1%<br>(annualized)<br>• Mix shift into higher costing<br>deposit products and higher<br>deposit betas drove increased<br>cost of deposits<br>• From the start of the cycle1 2<br>through Q3 2023 the total<br>deposit beta is 36% and total<br>loan beta is 45%<br>• Loan and deposit betas<br>expected to continue to rise<br>throughout 2023<br>1 Loan Betas are calculated as the change in yield from Q1 2022 to the represented quarter.<br>2Deposit Betas and Interest Bearing Deposit Betas are calculated as the change in rate paid from Q4 2021 to the represented quarter.
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8<br>Non-Owner-Occupied CRE Portfolio at September 30, 2023<br>$ in millions Total Outstandings % of Portfolio<br>Multi Family $947 6.2%<br>Retail $852 5.6%<br>Hotel/Motel B&B $804 5.3%<br>Office $792 5.2%<br>Industrial/Warehouse $692 4.5%<br>Senior Living $365 2.4%<br>Self Storage $346 2.3%<br>Other $297 1.9%<br>Total Non-Owner Occupied CRE $5,095 33.3%<br>Non-Owner Occupied<br>Office CRE<br>5.2%<br>Non-Owner-Occupied<br>Non-Office CRE<br>28.1%<br>All Other<br>Loans<br>66.7%<br>$15.3B<br>Total<br>Loans<br>Non-Owner-Occupied CRE By Type<br>Numbers may not foot due to rounding.
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9<br>Non-Medical Office<br>78%<br>Medical Offices<br>22%<br>Medical vs Other Office<br>By Market ($ millions) Key Portfolio Metrics<br>Carolinas $249<br>Fredericksburg Area $132<br>Central VA $108<br>Northern VA/Maryland $67<br>Western VA $101<br>Eastern VA $51<br>Other $86<br>Total $792<br>Avg. Office Loan ($ millions) $1.9<br>Loan Loss Reserve / Office Loans 2.3%<br>NCOs / Office Loans1 0.00%<br>Delinquencies / Office Loans 0.74%<br>NPL / Office Loans 0.03%<br>Criticized Loans / Office Loans 2.69%<br>Non-Owner-Occupied Office CRE Portfolio at September 30, 2023<br>$792MM<br>Non-Owner-Occupied<br>Office<br>Portfolio<br>Non Owner-Occupied Office<br>Portfolio Credit Quality<br>Geographically Diverse Non-Owner<br>Occupied Office Portfolio<br>1Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio
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10<br>Q3 2023 Financial Performance At-a-Glance<br>1For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix –<br>Reconciliation of Non-GAAP Disclosures”<br>Note: all tables presented dollars in thousands, except per share amounts<br>• Reported net income available to common shareholders for the third<br>quarter of 2023 was $51.1 million or $0.68 per share, down $1.2<br>million or $0.02 per share compared to the prior quarter, primarily<br>driven by:<br>• An increase in noninterest expense, reflecting expenses<br>incurred in the third quarter primarily associated with strategic<br>cost savings initiatives and merger-related costs associated<br>with the American National merger,<br>• An increase in income taxes,<br>• An increase in noninterest income, primarily due to increases<br>in other service charges, commissions and fees, equity<br>method investment income (included within other operating<br>income), service charges on deposit accounts, and loan-related interest rate swap fees. Noninterest income also<br>reflects a gain related to the sale-leaseback transaction<br>included in other operating income, which was almost wholly<br>offset by losses incurred on the sale of available for sale<br>(“AFS”) securities in the third quarter of 2023,<br>• A decrease in the provision for credit losses.<br>• Adjusted operating earnings available to common shareholders1<br>increased $4.4 million to $59.8 million at September 30, 2023<br>compared to the prior quarter, primarily driven by:<br>• A decrease in adjusted operating noninterest expense1<br>,<br>primarily due to decreases in salaries and benefits expense,<br>professional services expense, technology and data<br>processing expense, and marketing and advertising expense,<br>• An increase in adjusted operating noninterest income1<br>,<br>primarily due to increases in other service charges,<br>commissions and fees, equity method investment income<br>(included within other operating income), service charges on<br>deposit accounts, and loan-related interest rate swap fees,<br>• A decrease in the provision for credit losses,<br>• An increase in income taxes.<br>3Q2023 2Q2023<br>Net Income available to common shareholders $ 51,050 $ 52,274<br>Common EPS, diluted $ 0.68 $ 0.70<br>ROE 8.76% 9.00%<br>ROTCE (non-GAAP)1 15.71% 16.11%<br>ROA 1.04% 1.10%<br>Efficiency ratio 60.61% 59.94%<br>Efficiency ratio (FTE)1 59.37% 58.72%<br>Net interest margin 3.27% 3.37%<br>Net interest margin (FTE)1 3.35% 3.45%<br>Earnings Metrics<br>3Q2023 2Q2023<br>Adjusted operating earnings available to<br>common shareholders $ 59,782 $ 55,381<br>Adjusted operating common EPS, diluted $ 0.80 $ 0.74<br>Adjusted operating ROA 1.21% 1.16%<br>Adjusted operating ROTCE 18.31% 17.03%<br>Adjusted operating efficiency ratio (FTE) 52.36% 55.30%<br>Adjusted operating earnings PTPP $ 81,086 $ 74,553<br>PTPP = Pre-tax Pre-provision<br>Adjusted Operating Earnings Metrics - non-GAAP1<br>3Q2023 2Q2023<br>Net interest income $ 151,941 $ 152,084<br>- Provision for credit losses 4,991 6,069<br>+ Noninterest income 27,094 24,197<br>- Noninterest expense 108,508 105,661<br>- Taxes 11,519 9,310<br>Net income (GAAP) $ 54,017 $ 55,241<br>- Dividends on preferred stock 2,967 2,967<br>Net income available to common shareholders (GAAP) $ 51,050 $ 52,274<br>+ Strategic cost saving initiatives, net of tax 6,851 3,109<br>+ Merger-related costs, net of tax 1,965 -<br>- (Loss) gain on sale of securities, net of tax (21,799) 2<br>- Gain on sale-leaseback transaction, net of tax 21,883 -<br>Adjusted operating earnings available to common shareholders (non-GAAP)1 $ 59,782 $ 55,381<br>Summarized Income Statement
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11<br>Q3 2023 Allowance For Credit Loss (ACL) and<br>Provision for Credit Losses<br>Q3 Macroeconomic Forecast<br>Moody’s September 2023 Baseline Forecast:<br>• US GDP expected to average ~2.1% growth in<br>2023 and ~1.4% in 2024.<br>• The national unemployment rate expected to<br>average ~3.7% in 2023 and ~4.1% in 2024.<br>Q3 ACL Considerations<br>• Utilizes a weighted Moody’s forecast economic<br>scenarios approach in the quantitative model.<br>• Qualitative factors were added for certain<br>portfolios and other factors as deemed<br>appropriate.<br>• The reasonable and supportable forecast period is<br>2 years; followed by reversion to the historical loss<br>average over 2 years.<br>Allowance for Loan<br>& Lease Losses<br>Reserve for Unfunded<br>Commitments<br>Allowance for<br>Credit Losses<br>03/31/2023<br>Ending Balance % of loans<br>$117MM<br>(0.80%)<br>$15MM<br>(0.10%)<br>$132MM<br>(0.90%)<br>Q2 2023 Activity<br>+$4MM<br>Increase due to loan growth and<br>the impact of continued uncertainty<br>in the economic outlook<br>+$1MM<br>Increase due to uncertainty in the<br>economic outlook<br>+$5MM<br>$6.1 million Provision for Credit<br>Losses and $1.6 million net charge-offs<br>06/30/2023<br>Ending Balance % of loans<br>$121MM<br>(0.80%)<br>$16MM<br>(0.10%)<br>$136MM<br>(0.90%)<br>Q3 2023 Activity<br>+$5MM<br>Increase due to loan growth and<br>the impact of continued<br>uncertainty in the economic<br>outlook<br>-$0.2MM<br>Decrease due to decline in<br>unfunded balances<br>+$5MM<br>$5.0 million Provision for Credit<br>Losses and $0.3 million net<br>charge-offs<br>09/30/2023<br>Ending Balance % of loans<br>$126MM<br>(0.82%)<br>$15MM<br>(0.10%)<br>$141MM<br>(0.92%)<br>Numbers may not foot due to rounding.
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12<br>Q3 2023 Net Interest Margin<br>Market Rates<br>3Q2023 2Q2023<br>EOP Avg EOP Avg<br>Fed funds 5.50% 5.43% 5.25% 5.16%<br>Prime 8.50% 8.43% 8.25% 8.16%<br>1-month SOFR 5.32% 5.29% 5.17% 5.04%<br>2-year Treasury 5.04% 4.93% 4.90% 4.28%<br>10- year Treasury 4.57% 4.14% 3.84% 3.59%<br>Margin Overview<br>3Q2023 2Q2023<br>Net interest margin (FTE)1 3.35% 3.45%<br>Loan yield 5.84% 5.62%<br>Investment yield 3.42% 3.32%<br>Earning asset yield 5.39% 5.19%<br>Cost of deposits 1.97% 1.61%<br>Cost of interest-bearing deposits 2.64% 2.20%<br>Cost of interest-bearing liabilities 2.80% 2.42%<br>Cost of funds 2.04% 1.74%<br>Presented on an FTE basis (non-GAAP)1<br>Approximately 16% of the loan portfolio at 9/30/2023 have floors and<br>all are above floors<br>Loan Portfolio Pricing Mix<br>3Q2023<br>Fixed 48%<br>1-month SOFR 42%<br>Prime 6%<br>Other 4%<br>Total 100%<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>20 bps<br>-16 bps<br>4 bps<br>-19 bps<br>Total Deposit Cost -35 bps
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13<br>Q3 2023 Noninterest Income and Noninterest Expense<br>Adjusted operating noninterest income1<br>increased $2.8 million to $27.0 million for the quarter<br>ended September 30, 2023 from $24.2 million in the prior quarter due to:<br>• A $439,000 increase in service charges on deposit accounts<br>• A $939,000 increase in other service charges, commissions and fees due to a merchant<br>services vendor contract signing bonus<br>• A $379,000 increase in loan-related interest rate swap fees due to several new swap<br>transactions<br>• A $714,000 increase in equity method investment income (included within other operating<br>income)<br>Adjusted operating noninterest expense1 decreased $3.9 million to $95.7 million for the quarter ended<br>September 30, 2023 from $99.5 million in the prior quarter due to:<br>• A $1.6 million decrease in salaries and benefits reflecting the impact of strategic cost saving<br>initiatives<br>• A $643,000 decrease in technology and data processing expense<br>• A $1.1 million decrease in professional services related to strategic projects in the prior quarter<br>• A $598,000 decrease in marketing and advertising expense<br>1For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>2<br>Included within other operating income<br>4<br>Included within other expenses<br>Noninterest Expense<br>($ thousands) 3Q2023 2Q2023<br>Salaries and benefits $ 57,449 $ 62,019<br>Occupancy expenses 6,053 6,094<br>Furniture and equipment expenses 3,449 3,565<br>Technology and data processing 7,923 8,566<br>Professional services 3,291 4,433<br>Marketing and advertising expense 2,219 2,817<br>FDIC assessment premiums and other insurance 4,258 4,074<br>Franchise and other taxes 4,510 4,499<br>Loan-related expenses 1,388 1,619<br>Amortization of intangible assets 2,193 2,216<br>Other expenses 15,775 5,759<br>Total noninterest expenses $ 108,508 $ 105,661<br>Less: Amortization of intangible assets 2,193 2,216<br>Less: Strategic cost saving initiatives3<br> 8,672 3,935<br>Less: Merger-related costs4<br> 1,993 -<br>Total adjusted operating noninterest expense (non-GAAP)1 $ 95,650 $ 99,510<br>3$8.7 million included within other expenses and -$67,000 included within salaries and benefits<br>Noninterest Income<br>($ thousands) 3Q2023 2Q2023<br>Service charges on deposit accounts $ 8,557 $ 8,118<br>Other service charges, commissions and fees 2,632 1,693<br>Interchange fees 2,314 2,459<br>Fiduciary and asset management fees 4,549 4,359<br>Mortgage banking income 666 449<br>(Loss) gain on sale of securities (27,594) 2<br>Bank owned life insurance income 2,973 2,870<br>Loan-related interest rate swap fees 2,695 2,316<br>Other operating income 30,302 1,931<br>Total noninterest income $ 27,094 $ 24,197<br>Less: (Loss) gain on sale of securities (27,594) -<br>Less: Gain on sale-leaseback transaction2<br> 27,700 -<br>Total adjusted operating noninterest income (non-GAAP)1 $ 26,988 $ 24,197
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14<br>Q3 2023 Loan and Deposit Growth<br>• At September 30, 2023, loans held for investment (net of deferred fees<br>and costs) totaled $15.3 billion, an increase of $216.7 million or 5.7%<br>(annualized) from the prior quarter, driven by an increase in<br>commercial loan balances of $238.1 million, partially offset by a<br>decrease in consumer loan balances of $21.4 million<br>• Commercial loans increased by 7.4% (annualized), primarily<br>driven by increases in new loan production of multifamily real<br>estate and other commercial loans.<br>• Consumer loans balances decreased by 3.6% (annualized),<br>primarily driven by a decrease in auto and other consumer<br>loans.<br>• Average loan yields increased 22 basis points during the<br>quarter, primarily driven by the Company’s variable rate loan<br>portfolio due to increases in short-term interest rates during<br>the quarter.<br>• Total deposits increased by $374.5 million or 9.1% (annualized) from<br>the prior quarter<br>• Interest-bearing deposits increased by $539.9 million, which<br>includes a $254.3 million increase in time deposits and a<br>$231.3 million increase in interest checking accounts. This<br>increase was partially offset by a $165.4 decrease in demand<br>deposits, as customers continued to move funds from lower to<br>higher yielding deposit products.<br>• Transactional accounts1 comprised 55% of total deposit<br>balances at the end of the third quarter of 2023, in line with<br>the prior quarter.<br>• Interest checking accounts include approximately $1.4 billion<br>of fully insured cash sweep (“ICS”) deposits.<br>• The cost of deposits increased by 36 basis points compared<br>to the prior quarter, primarily due to higher rates and changes<br>in the deposit mix as depositors continued to migrate to<br>higher costing interest bearing deposit accounts.<br>1Total interest-checking accounts and demand deposit accounts<br>Loan Growth ($ thousands) 3Q2023 2Q2023 QTD Annualized<br>Growth<br>Commercial & Industrial $ 3,432,319 $ 3,373,148 7.0%<br>Commercial real estate - owner occupied 1,975,281 1,952,189 4.7%<br>Other Commercial 813,587 750,841 33.2%<br>Total Commercial & Industrial 6,221,187 6,076,178 9.5%<br>Commercial real estate - non-owner occupied 4,148,218 4,113,318 3.4%<br>Construction and land development 1,132,940 1,231,720 (31.8%)<br>Multifamily real estate 947,153 788,895 79.6%<br>Residential 1-4 Family - Commercial 517,034 518,317 (1.0%)<br>Total CRE & Construction 6,745,345 6,652,250 5.6%<br>Total Commercial Loans 12,966,532 12,728,428 7.4%<br>Residential 1-4 Family - Consumer 1,057,294 1,017,698 15.4%<br>Residential 1-4 Family - Revolving 599,282 600,339 (0.7%)<br>Auto 534,361 585,756 (34.8%)<br>Consumer 126,151 134,709 (25.2%)<br>Total Consumer Loans 2,317,088 2,338,502 (3.6%)<br> Total Loans Held for Investment (net of deferred fees and costs) $ 15,283,620 $ 15,066,930 5.7%<br> Average Loan Yield 5.84% 5.62%<br>Deposit Growth ($ thousands) 3Q2023 2Q2023 QTD Annualized<br>Growth<br>Interest checking accounts 5,055,464 4,824,192 19.0%<br>Money market accounts 3,472,953 3,413,936 6.9%<br>Savings accounts 950,363 986,081 (14.4%)<br>Customer deposits of $250,000 and over 634,950 578,739 38.5%<br>Other customer time deposits 2,011,106 1,813,031 43.3%<br>Time deposits 2,646,056 2,391,770 42.2%<br>Total interest-bearing customer deposits 12,124,836 11,615,979 17.4%<br>Brokered deposits 516,720 485,702 25.3%<br>Total interest-bearing deposits 12,641,556 12,101,681 17.7%<br>Demand deposits 4,144,949 4,310,306 (15.2%)<br> Total Deposits $ 16,786,505 $ 16,411,987 9.1%<br> Average Cost of Deposits 1.97% 1.61%<br> Loan to Deposit Ratio 91.0% 91.8%
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15<br>Capital Ratio<br>Regulatory<br>Well<br>Capitalized<br>Minimums<br>Atlantic Union<br>Bankshares<br>Atlantic<br>Union Bank<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Common Equity Tier 1 Ratio (CET1) 6.5% 9.9% 12.7% 7.0% 9.8%<br>Tier 1 Capital Ratio 8.0% 10.9% 12.7% 8.0% 9.8%<br>Total Risk Based Capital Ratio 10.0% 13.7% 13.3% 10.9% 10.5%<br>Leverage Ratio 5.0% 9.6% 11.2% 6.8% 8.4%<br>Tangible Equity to Tangible Assets (non-GAAP)2<br>- 7.3% 8.8% 6.9% 8.4%<br>Tangible Common Equity Ratio (non-GAAP) 2<br>- 6.5% 8.8% 6.0% 8.4%<br>Strong Capital Position at September 30, 2023<br>Figures may not foot due to rounding<br>*Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports<br>2) For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of<br>Non-GAAP Disclosures”<br>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<br>with the Company’s risk profile, capital<br>stress test projections, and strategic plan<br>objectives.<br>The Company’s capital ratios are well<br>above regulatory well capitalized levels as<br>of September 30, 2023<br>• On a proforma basis, the Company would<br>be well capitalized if unrealized losses on<br>securities were realized at September 30,<br>2023<br>Capital Management Actions<br>• During the third quarter of 2023, the<br>Company paid dividends of $171.88 per<br>outstanding share of Series A Preferred<br>Stock and $0.30 per common share which<br>is the same as the prior quarter’s and the<br>prior year’s dividend.<br>Quarterly Roll Forward<br>Common Equity<br>Tier 1 Ratio<br>Tangible Common<br>Equity Ratio<br>Tangible Book<br>Value per Share<br>At 6/30/23 9.86% 6.66% 17.58<br>Pre-Provision Net Income 0.31% 0.28% 0.74<br>After-Tax Provision (0.02%) (0.02%) (0.06)<br>Common Dividends1<br>(0.13%) (0.11%) (0.30)<br>AOCI --- (0.34%) (0.90)<br>Goodwill & Intangibles 0.01% 0.01% 0.03<br>Other 0.04% 0.01% 0.03<br>Asset Growth (0.13%) (0.05%) ---<br>At 9/30/23 – Reported 9.94% 6.45% 17.12<br>AOCI net losses --- 2.41% 6.41<br>At 9/30/23 – ex AOCI2 9.94% 8.86% 23.53<br>(1) 30 cents per share<br>Reported Proforma including AOCI and<br>HTM unrealized losses
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16<br>Financial Outlook1<br>1Key Economic Assumptions<br>• Stabilizing Interest Rate environment<br>• The Federal Reserve Bank fed funds rate<br>holds at 5.50% for the rest of 2023<br>• Increased likelihood of soft landing<br>• Expect relatively stable economy in AUB’s<br>Virginia footprint in 2023<br>• Expect Virginia unemployment rate to<br>remain low in 2023<br>Full Year 2023 Outlook<br>versus FY 2022<br>Loan and Deposit Growth Mid-single digits growth<br>Net Interest Income (FTE) Growth Mid-single digits growth<br>Net Interest Margin (FTE) ~3.35% – 3.45%<br>Adjusted Operating Noninterest Income Mid-single digits decline<br>Adjusted Operating Noninterest Expense Flat<br>Positive Adjusted Operating Leverage<br>Adjusted Operating Revenue Growth: Mid-single digits<br>Adjusted Operating Noninterest Expense Growth: Flat<br>Credit Outlook<br>ACL to loans: ~92 basis points<br>Net charge-off ratio: <10 basis points<br>1) Information on this slide is presented as of October 19, 2023, reflects the Company’s updated financial outlook, certain of the<br>company’s financial targets, and key economic assumptions, and will not be updated or affirmed unless and until the Company<br>publicly announces such an update or affirmation. The adjusted operating noninterest expense growth rate outlook excludes charges<br>associated with the Company’s strategic cost saving initiatives in Q2 2023 and Q3 2023, merger-related costs and the impact of the<br>legal reserve in Q1 2023 and the adjusted operating non-interest income growth excludes gains and losses on the sale of securities<br>and gain on sale-leaseback transaction. The FY 2023 financial outlook and the key economic assumptions contain forward-looking<br>statements and actual results or conditions may differ materially. See the information set forth below the heading “Forward Looking<br>Statements” on slide 2 of this presentation.
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17<br>Appendix
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18<br>Granular Deposit Base at September 30, 2023<br>35% 33%<br>28% 26% 27%<br>$5,821<br>$5,299<br>$4,591 $4,346 $4,498<br>Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023<br>Period End Uninsured and Uncollateralized Deposits as a<br>Percentage of Total Deposits ($ in Millions)<br>Top 15 Commercial Deposits by NAICS as of 9/30/2023<br>NAICS Code/Title % of Total Deposits<br>1 52 - Finance and Insurance 8.3%<br>2 54 - Professional, Scientific, and Technical Services 6.2%<br>3 53 - Real Estate and Rental and Leasing 5.9%<br>4 81 - Other Services (except Public Administration) 5.6%<br>5 92 - Public Administration 5.1%<br>6 23 - Construction 4.6%<br>7 42 - Wholesale Trade 3.3%<br>8 62 - Health Care and Social Assistance 2.6%<br>9 72 - Accommodation and Food Services 1.2%<br>10 33 - Manufacturing 1.1%<br>11 44 - Retail Trade 1.1%<br>12 61 - Educational Services 1.0%<br>13 56 - Administrative and Support and Waste Management and Remediation Services 0.8%<br>14 71 - Arts, Entertainment, and Recreation 0.6%<br>15 45 - Retail Trade 0.5%<br>47.9%<br>$18,000 $18,000 $19,000<br>$108,000 $98,000 $100,000<br>Q3 2022 Q2 2023 Q3 2023<br>Customer Deposit Granularity<br>Retail Avg. Deposits Acct Size Business Avg. Deposits Acct Size
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19<br>Cash and Cash Equivalents<br>(unrestricted)<br>$454<br>Unencumbered Securities<br>$901<br>FHLB Borrowing Capacity<br>$1,638<br>Fed Funds Lines<br>$737<br>Discount Window (ex-Bank Term Funding Program)<br>$316<br>Discount Window – Bank Term Funding Program<br>$531<br>Secondary Sources*<br>$1,347<br>($ in millions)<br>Liquidity Position at September 30, 2023<br>Total Liquidity Sources of $5.9 billion<br>~130% liquidity coverage ratio of uninsured/uncollateralized deposits of $4.5 billion<br>* Includes brokered deposits and other sources of liquidity<br>Figures may not foot due to rounding<br>Liquidity<br>Sources<br>Total<br>$5.9 billion
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20<br>Securities Portfolio at September 30, 2023<br>• As of September 30, 2023, total securities portfolio<br>of $2.9 billion with a total unrealized loss of $604.3<br>million<br>• 71% of total portfolio in available-for-sale at<br>an unrealized loss of $523.1 million<br>• 29% of total portfolio designated as held-to-maturity with an unrealized loss of $81.2<br>million<br>• Total duration of 7.2 years. Securities portfolio is<br>used defensively to neutralize overall asset sensitive<br>interest rate risk profile<br>• ~37% municipals, ~58% treasuries, agency<br>MBS/CMOs and ~5% corporates and other<br>investments<br>• Securities to total assets of 14.1% as of September<br>30, 2023, down from 17.5% on December 31, 2022<br>• $228.3 million in AFS securities sold in September at<br>a pre-tax loss of $27.7 million. Proceeds<br>subsequently re-invested into higher yielding<br>securities<br>$3,559<br>$2,928<br>3Q 2022 2Q 2023 3Q 2023<br>Securities Balances<br>(in $Millions)<br>Total AFS (fair value) and HTM (carrying value)<br>2.95%<br>Yield<br>3.42%<br>Yield<br>3.32%<br>Yield<br>$3,032
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21<br>Reconciliation of Non-GAAP Disclosures<br>The Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted, or pre-tax pre-provision basis.<br>These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be<br>considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP<br>financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial<br>measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial<br>measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the<br>effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s<br>underlying performance.
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22<br>Reconciliation of Non<br>-GAAP Disclosures<br>Adjusted operating measures exclude, as applicable,<br>strategic cost saving initiatives (principally composed of<br>severance charges related to headcount reductions, costs<br>related to modifying certain third party vendor contracts, and<br>charges for exiting certain leases), merger<br>-related costs, a<br>legal reserve associated with an ongoing regulatory matter<br>previously disclosed, strategic branch closing and related<br>facility consolidation costs (principally composed of real<br>estate, leases and other assets write downs, as well as<br>severance and expense reduction initiatives), (loss) gain on<br>sale of securities, gain on sale<br>-leaseback transaction, and<br>gain on sale of Dixon, Hubard, Feinour & Brown, Inc.,<br>(“DHFB”). The Company believes these non<br>-GAAP adjusted<br>measures provide investors with important information about<br>the continuing economic results of the organization’s<br>operations. Net interest income (FTE) and total adjusted<br>revenue (FTE), which are used in computing net interest<br>margin (FTE), efficiency ratio (FTE) and adjusted operating<br>efficiency ratio (FTE), provide valuable additional insight into<br>the net interest margin and the efficiency ratio by adjusting for<br>differences in tax treatment of interest income sources. The<br>entire FTE adjustment is attributable to interest income on<br>earning assets, which is used in computing yield on earning<br>assets. Interest expense and the related cost of interest<br>-<br>bearing liabilities and cost of funds ratios are not affected by<br>the FTE components. The adjusted operating efficiency ratio<br>(FTE) excludes, as applicable, the amortization of intangible<br>assets, strategic cost saving initiatives, merger<br>-related costs,<br>a legal reserve associated with an ongoing regulatory matter<br>previously disclosed, strategic branch closing and related<br>facility consolidation costs, (loss) gain on sale of securities,<br>gain on sale<br>-leaseback transaction, and gain on sale of<br>DHFB. This measure is similar to the measure utilized by the<br>Company when analyzing corporate performance and is also<br>similar to the measure utilized for incentive compensation.<br>The Company believes this adjusted measure provides<br>investors with important information about the continuing<br>economic results of the organization’s operations.<br>(Dollars in thousands, except per share amounts) 3Q2023 2Q2023 3Q2022 3Q2023 3Q2022 Nine months ended<br>YoY<br>Operating Measures<br>Net Income (GAAP) $ 54,017 $ 55,241 $ 58,070 $ 144,911 $ 163,986<br>Plus: Strategic cost saving initiatives, net of tax 6,851 3,109 - 9,959 -<br>Plus: Merger-related costs, net of tax 1,965 - - 1,965 -<br>Plus: Legal reserve, net of tax - - - 3,950 -<br>Plus: Strategic branch closing and facility consolidation costs, net of tax - - - - 4,351<br>Less: (Loss) gain on sale of securities, net of tax (21,799) 2 - (32,384) (2)<br>Less: Gain on sale-leaseback transaction, net of tax 21,883 - - 21,883 -<br>Less: Gain on sale of DHFB, net of tax - - - - 7,984<br>Adjusted operating earnings (non-GAAP) $ 62,749 $ 58,348 $ 58,070 $ 171,286 $ 160,355<br>Less: Dividends on preferred stock 2,967 2,967 2,967 8,901 8,901<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 59,782 $ 55,381 $ 55,103 $ 162,385 $ 151,454<br>Weighted average common shares outstanding, diluted 74,999,128 74,995,557 74,705,054 74,943,999 75,034,084<br>EPS available to common shareholders, diluted (GAAP) $ 0.68 $ 0.70 $ 0.74 $ 1.81 $ 2.07<br>Adjusted operating EPS available to common shareholders (non-GAAP) $ 0.80 $ 0.74 $ 0.74 $ 2.17 $ 2.02<br>Operating Leverage Ratio and Efficiency Ratio<br>Noninterest expense (GAAP) $ 108,508 $ 105,661 $ 99,923 $ 322,442 $ 304,012 6.06%<br>Less: Amortization of intangible assets 2,193 2,216 2,480 6,687 8,434<br>Less: Strategic cost saving initiatives 8,672 3,935 - 12,607 -<br>Less: Merger-related costs 1,993 - - 1,993 -<br>Less: Legal reserve - - - 5,000 -<br>Less: Strategic branch closing and facility consolidation costs - - - - 5,508<br>Adjusted operating noninterest expense (non-GAAP) $ 95,650 $ 99,510 $ 97,443 $ 296,155 $ 290,070 2.10%<br>Noninterest income (GAAP) $ 27,094 $ 24,197 $ 25,584 $ 60,918 $ 94,023<br>Less: (Loss) gain on sale of securities (27,594) 2 - (40,992) (2)<br>Less: Gain on sale-leaseback transaction 27,700 - - 27,700 -<br>Less: Gain on sale of DHFB - - - - 9,082<br>Adjusted operating noninterest income (non-GAAP) $ 26,988 $ 24,195 $ 25,584 $ 74,210 $ 84,943<br>Net interest income (GAAP) $ 151,941 $ 152,084 $ 150,715 $ 457,469 $ 420,413<br>Noninterest income (GAAP) 27,094 24,197 25,584 60,918 94,023<br>Total revenue (GAAP) $ 179,035 $ 176,281 $ 176,299 $ 518,387 $ 514,436 0.77%<br>Net interest income (FTE) (non-GAAP) $ 155,685 $ 155,750 $ 154,557 $ 468,667 $ 431,168<br>Adjusted operating noninterest income (non-GAAP) 26,988 24,195 25,584 74,210 84,943<br>Total adjusted revenue (FTE) (non-GAAP) $ 182,673 $ 179,945 $ 180,141 $ 542,877 $ 516,111 5.19%<br>Operating leverage ratio (GAAP) (5.29%)<br>Adjusted operating leverage ratio (non-GAAP) 3.09%<br>Efficiency ratio (GAAP) 60.61% 59.94% 56.68% 62.20% 59.10%<br>Efficiency ratio FTE (non-GAAP) 59.37% 58.72% 55.47% 60.89% 57.89%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 52.36% 55.30% 54.09% 54.55% 56.20%<br>ADJUSTED OPERATING EARNINGS, OPERATING LEVERAGE, AND EFFICIENCY RATIO<br>For the three months ended For the nine months ended 3Q23% Change
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23<br>Reconciliation of Non-GAAP Disclosures<br>The Company believes net interest income (FTE),<br>total revenue (FTE), and total adjusted revenue<br>(FTE), which are used in computing net interest<br>margin (FTE), efficiency ratio (FTE) and adjusted<br>operating efficiency ratio (FTE), provide valuable<br>additional insight into the net interest margin and<br>the efficiency ratio by adjusting for differences in<br>tax treatment of interest income sources. The<br>entire FTE adjustment is attributable to interest<br>income on earning assets, which is used in<br>computing yield on earning assets. Interest<br>expense and the related cost of interest-bearing<br>liabilities and cost of funds ratios are not affected<br>by the FTE components.<br>(Dollars in thousands) 3Q2023 2Q2023 3Q2022<br>Net interest income (GAAP) $ 151,941 $ 152,084 $ 150,715<br>FTE adjustment 3,744 3,666 3,842<br>Net interest income (FTE) (non-GAAP) $ 155,685 $ 155,750 $ 154,557<br>Noninterest income (GAAP) 27,094 24,197 25,584<br>Total revenue (FTE) (non-GAAP) $ 182,779 $ 179,947 $ 180,141<br>Average earning assets $ 18,462,505 $18,091,809 $17,879,222<br>Net interest margin (GAAP) 3.27% 3.37% 3.34%<br>Net interest margin (FTE) 3.35% 3.45% 3.43%<br>NET INTEREST MARGIN<br>For the three months ended
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24<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 equity<br>and the related ratios are meaningful measures of<br>capital adequacy because they provide a<br>meaningful base for period-to-period and<br>company-to-company comparisons, which the<br>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 equity<br>to tangible assets ratios to exclude AOCI, which is<br>principally comprised of unrealized losses on AFS<br>securities, and to include the impact of unrealized<br>losses on HTM securities. The Company believes<br>that each of these ratios enables investors to<br>assess the Company's capital levels and capital<br>adequacy without the effects of changes in AOCI,<br>some of which are uncertain and difficult to<br>predict, or assuming that the Company realized all<br>previously unrealized losses on HTM securities at<br>the end of the period, as applicable.<br>(Dollars in thousands, except per share amounts)<br>Atlantic Union<br>Bankshares Atlantic Union Bank<br>Tangible Assets<br>Ending Assets (GAAP) $ 20,736,236 $ 20,606,311<br>Less: Ending goodwill 925,211 925,211<br>Less: Ending amortizable intangibles 21,277 21,277<br>Ending tangible assets (non-GAAP) $ 19,789,748 $ 19,659,823<br>Tangible Common Equity<br>Ending equity (GAAP) $ 2,388,801 $ 2,680,878<br>Less: Ending goodwill 925,211 925,211<br>Less: Ending amortizable intangibles 21,277 21,277<br>Less: Perpetual preferred stock 166,357 -<br>Ending tangible common equity (non-GAAP) $ 1,275,956 $ 1,734,390<br>Net unrealized losses on HTM securities, net of tax $ (81,223) $ (81,223)<br>Accumulated other comprehensive loss (AOCI) $ (477,906) $ (477,906)<br>Common shares outstanding at end of period 74,997,132<br>Average equity (GAAP) $ 2,446,902 $ 2,732,786<br>Less: Average goodwill 925,211 925,211<br>Less: Average amortizable intangibles 22,342 22,342<br>Less: Average perpetual preferred stock 166,356 -<br>Average tangible common equity (non-GAAP) $ 1,332,993 $ 1,785,233<br>Less: Perpetual preferred stock<br>Common equity to total assets (GAAP) 10.7% 13.0%<br>Tangible equity to tangible assets (non-GAAP) 7.3% 8.8%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 6.9% 8.4%<br>Tangible common equity to tangible assets (non-GAAP) 6.4% 8.8%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 6.0% 8.4%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP)1 8.9%<br>Book value per common share (GAAP) $ 29.82<br>Tangible book value per common share (non-GAAP) $ 17.12<br>Tangible book value per common share, ex AOCI (non-GAAP)1 $ 23.53<br>Leverage Ratio<br>Tier 1 capital $ 1,927,793 $ 2,229,018<br>Total average assets for leverage ratio $ 20,039,542 $ 19,933,657<br>Leverage ratio 9.6% 11.2%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 6.8% 8.4%<br>1Calculation excludes the impact of 470,633 unvested restricted stock awards (RSAs) outstanding as of September 30, 2023<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>As of September 30, 2023
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25<br>Reconciliation of Non-GAAP Disclosures<br>All regulatory capital ratios at September 30, 2023<br>are estimates and subject to change pending the<br>Company’s filing of its FR Y-9 C. In addition to<br>these regulatory capital ratios, the Company<br>adjusts certain regulatory capital ratios to include<br>the impacts of AOCI, which the Company has<br>elected to exclude from regulatory capital ratios<br>under applicable regulations, and net unrealized<br>losses on HTM securities, assuming that those<br>unrealized losses were realized at the end of the<br>period, as applicable. The Company believes that<br>each of these ratios help investors to assess the<br>Company's regulatory capital levels and capital<br>adequacy.<br>(Dollars in thousands)<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 $ (81,223) $ (81,223)<br>Accumulated other comprehensive loss (AOCI) $ (477,906) $ (477,906)<br>Common equity tier 1 capital $ 1,761,437 $ 2,229,018<br>Tier 1 capital $ 1,927,793 $ 2,229,018<br>Total capital $ 2,428,247 $ 2,343,399<br>Total risk-weighted assets $ 17,719,845 $ 17,611,092<br>Common equity tier 1 capital ratio 9.9% 12.7%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.0% 9.8%<br>Tier 1 capital ratio 10.9% 12.7%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.0% 9.8%<br>Total capital ratio 13.7% 13.3%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 10.9% 10.5%<br>RISK-BASED CAPITAL RATIOS<br>As of September 30, 2023
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26<br>Reconciliation of Non<br>-GAAP Disclosures<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability, capital,<br>and per share ratios. The Company believes<br>tangible assets, tangible common equity and the<br>related ratios are meaningful measures of capital<br>adequacy because they provide a meaningful base<br>for period<br>-to<br>-period and company<br>-to<br>-company<br>comparisons, which the Company believes will<br>assist investors in assessing the capital of the<br>Company and its ability to absorb potential losses.<br>The Company believes tangible common equity is<br>an important indication of its ability to grow<br>organically and through business combinations as<br>well as its ability to pay dividends and to engage in<br>various capital management strategies. The<br>Company believes that ROTCE is a meaningful<br>supplement to GAAP financial measures and is<br>useful to investors because it measures the<br>performance of a business consistently across time<br>without regard to whether components of the<br>business were acquired or developed internally.<br>Adjusted operating measures exclude, as<br>applicable, strategic cost saving initiatives<br>(principally composed of severance charges related<br>to headcount reductions, costs related to modifying<br>certain third party vendor contracts, and charges for<br>exiting certain leases), merger<br>-related costs, (loss)<br>gain on sale of securities, as well as the gain on<br>sale<br>-leaseback transaction. The Company believes<br>these non<br>-GAAP adjusted measures provide<br>investors with important information about the<br>continuing economic results of the organization’s<br>operations.<br>(Dollars in thousands) 3Q2023 2Q2023 3Q2022<br>Return on average assets (ROA)<br>Average assets $ 20,596,189 $ 20,209,687 $ 19,980,500<br>ROA (GAAP) 1.04% 1.10% 1.15%<br>Adjusted operating ROA (non-GAAP) 1.21% 1.16% 1.15%<br>Return on average equity (ROE)<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 59,782 $ 55,381 $ 55,103<br>Plus: Amortization of intangibles, tax effected 1,732 1,751 1,959<br>Adjusted operating earnings available to common shareholders before<br>amortization of intangibles (non-GAAP) $ 61,514 $ 57,132 $ 57,062<br>Average equity (GAAP) $ 2,446,902 $ 2,460,741 $ 2,436,999<br>Less: Average goodwill 925,211 925,211 925,211<br>Less: Average amortizable intangibles 22,342 23,748 30,347<br>Less: Average perpetual preferred stock 166,356 166,356 166,356<br>Average tangible common equity (non-GAAP) $ 1,332,993 $ 1,345,426 $ 1,315,085<br>ROE (GAAP) 8.76% 9.00% 9.45%<br>Return on tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 51,050 $ 52,274 $ 55,103<br>Plus: Amortization of intangibles, tax effected 1,732 1,751 1,959<br>Net Income available to common shareholders before amortization of<br>intangibles (non-GAAP) $ 52,782 $ 54,025 $ 57,062<br>ROTCE (non-GAAP) 15.71% 16.11% 17.21%<br>Adjusted operating ROTCE (non-GAAP) 18.31% 17.03% 17.21%<br>For the three months ended<br>OPERATING MEASURES
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27<br>Reconciliation of Non-GAAP Disclosures<br>Pre-tax pre-provision adjusted earnings excludes,<br>as applicable, the provision for credit losses,<br>which can fluctuate significantly from period-to-period under the CECL methodology, income tax<br>expense, strategic cost saving initiatives, merger-related costs, a legal reserve associated with an<br>ongoing regulatory matter previously disclosed,<br>strategic branch closing and related facility<br>consolidation costs, (loss) gain on sale of<br>securities, gain on sale-leaseback transaction,<br>and gain on sale of DHFB. The Company believes<br>this adjusted measure provides investors with<br>important information about the continuing<br>economic results of the Company’s operations.<br>(Dollars in thousands) 3Q2023 2Q2023 3Q2022 3Q2023 2Q2023<br>Net income (GAAP) $ 54,017 $ 55,241 $ 58,070 $ 144,911 $ 163,986<br>Plus: Provision for credit losses 4,991 6,069 6,412 22,911 12,771<br>Plus: Income tax expense 11,519 9,310 11,894 28,123 33,667<br>Plus: Strategic cost saving initiatives 8,672 3,935 - 12,607 -<br>Plus: Merger-related costs 1,993 - - 1,993 -<br>Plus: Legal reserve - - - 5,000 -<br>Plus: Strategic branch closing and facility consolidation costs - - - - 5,508<br>Less: (Loss) gain on sale of securities (27,594) 2 - (40,992) (2)<br>Less: Gain on sale-leaseback transaction 27,700 - - 27,700 -<br>Less: Gain on sale of DHFB - - - - 9,082<br>PTPP adjusted operating earnings (non-GAAP) $ 81,086 $ 74,553 $ 76,376 $ 228,837 $ 206,852<br>Less: Dividends on preferred stock 2,967 2,967 2,967 8,901 8,901<br>PTPP adjusted operating earnings available to common shareholders (non-GAAP) $ 78,119 $ 71,586 $ 73,409 $ 219,936 $ 197,951<br>Net income growth - YTD (GAAP) (11.63%)<br>PTPP adjusted operating earnings growth - YTD (non-GAAP) 10.63%<br>For the three months ended<br>PRE-TAX PRE-PROVISION ADJUSTED OPERATING EARNINGS<br>For the nine months ended
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