8-K - AUB - Equibles

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2025

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	001-39325	54-1598552
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4300 Cox Road

Glen Allen , Virginia **** 23060

(Address of principal executive offices, including Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.33 per share	AUB	New York Stock Exchange
Depositary Shares, Each Representing a 1/400^th^ Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	AUB.PRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐
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Item 2.02 Results of Operations and Financial Condition.

On April 24, 2025, Atlantic Union Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the first quarter of 2025. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.2 and incorporated herein by reference is a presentation that the Company will use in connection with a webcast and conference call for investors and analysts at 9:00 a.m. Eastern Time on Thursday, April 24, 2025. This presentation is also available under the Presentations link in the Investor Relations – News & Events section of the Company’s website at https://investors.atlanticunionbank.com.

The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated April 24, 2025 regarding the first quarter 2025 results.
99.2		Atlantic Union Bankshares Corporation presentation.
104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

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: April 24, 2025	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

Contact: Robert M. Gorman - (804) 523-7828

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS FIRST QUARTER FINANCIAL RESULTS

Richmond, Va., April 24, 2025 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $46.9 million and basic and diluted earnings per common share of $0.53 and $0.52, respectively, for the first quarter of 2025 and adjusted operating earnings available to common shareholders^(1)^ of $51.6 million and adjusted diluted operating earnings per common share^(1)^ of $0.57 for the first quarter of 2025.

Merger with Sandy Spring Bancorp, Inc. (“Sandy Spring”) and Full Physical Settlement of the Forward Sale Agreements

On April 1, 2025, the Company completed its merger with Sandy Spring. Under the terms of the merger agreement, at the effective time of the merger, each outstanding share of Sandy Spring common stock, other than shares of restricted Sandy Spring common stock and shares of Sandy Spring common stock held by the Company or Sandy Spring, was converted into the right to receive 0.900 shares of the Company’s common stock, with cash to be paid in lieu of fractional shares. With the acquisition of Sandy Spring, the Company acquired 53 branches, strengthening the Company’s presence in Virginia and Maryland and creating the largest regional banking franchise headquartered in the lower Mid-Atlantic.

Also on April 1, 2025, the Company physically settled in full the previously disclosed forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser, by delivering 11,338,028 shares of the Company’s common stock to the forward purchaser. The Company received net proceeds from such sale of shares of the Company’s common stock and full physical settlement of the forward sale agreements, before expenses, of approximately $385.0 million.

During the first quarter of 2025, the Company incurred merger-related costs of approximately $4.9 million related to the merger with Sandy Spring. Because the merger closed on April 1, 2025, the historical consolidated financial results of Sandy Spring are not included in the Company’s financial results for the quarter ended March 31, 2025.

“It was an eventful first quarter for Atlantic Union,” said John C. Asbury, president and chief executive officer of Atlantic Union. “We were pleased to close our acquisition of Sandy Spring on April 1st, a full quarter ahead of our original expectations due to our receipt of required regulatory approvals earlier than anticipated. The earlier close is expected to accelerate the achievement of our anticipated cost savings from the transaction.

It was also a good start to the year as we experienced net interest margin expansion and average loan and customer deposit balance growth for the quarter. Asset quality also remained solid with negligible net charge offs. Over the quarter, however, the economic outlook became more uncertain, financial markets became more volatile, and governmental policies changed abruptly. Consequently, we took proactive steps to fortify our loan loss reserves in recognition of the increased uncertainty surrounding the macroeconomic environment.

Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic with operations throughout Virginia, Maryland and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth, and building long-term value for our shareholders.”

NET INTEREST INCOME

For the first quarter of 2025, net interest income was $184.2 million, an increase of $916,000 from $183.2 million in the fourth quarter of 2024. Net interest income - fully taxable equivalent (“FTE”)^(1)^was $187.9 million in the first quarter of 2025, an increase of $882,000 from $187.0 million in the fourth quarter of 2024. The increases from the prior quarter in both net interest income and net interest income (FTE)^(1)^ are due primarily to the impact of lower deposit costs, driven by the decrease in the federal funds rate, reflecting the full quarter impact of the Federal Reserve lowering rates three times between September and December in 2024, resulting in the current federal funds target rate range of 4.25% to 4.5%. The increases were partially offset by a decrease in interest income on loans held for investment (“LHFI”) due to lower loan yields, primarily driven by the impact of the interest rate cuts on our variable rate loans, as well as the lower day count in the first quarter.

For the first quarter of 2025, both the Company’s net interest margin and the net interest margin (FTE)^(1)^ increased 12 basis points to 3.38% and 3.45%, respectively, compared to the fourth quarter of 2024, due to lower cost of funds on interest bearing liabilities, partially offset by a decline in earning assets yields. Cost of funds decreased by 18 basis points to 2.23% for the first quarter of 2025, compared to the fourth quarter of 2024, reflecting lower borrowing and deposit costs. Earning asset yields for the first quarter of 2025 decreased 6 basis points to 5.68%, compared to the fourth quarter of 2024, primarily due to lower yields on loans, as a result of the decreases in the Federal Fund rates.

The Company’s net interest margin (FTE)^(1)^ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $12.6 million for the quarters ended March 31, 2025 and December 31, 2024. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):



	Loan			Deposit			Borrowings
	Accretion		****	Amortization		****	Amortization		****	Total
For the quarter ended December 31, 2024	$	13,668		$	(775)		$	(288)		$	12,605
For the quarter ended March 31, 2025		13,286			(415)			(287)			12,584

ASSET QUALITY

Overview

At March 31, 2025, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.38%, an increase of 6 basis points from the prior quarter and included nonaccrual loans of $69.0 million. The increase in NPAs was primarily due to one new nonaccrual loan within the commercial and industrial portfolio of $9.4 million. Accruing past due loans as a percentage of total LHFI totaled 27 basis points at March 31, 2025, a decrease of 4 basis points from December 31, 2024, and a decrease of 5 basis points from March 31, 2024. Net charge-offs were 0.05% of total average LHFI (annualized) for the first quarter of 2025, an increase of 2 basis points compared to December 31, 2024, and a decrease of 8 basis points from March 31, 2024. The allowance for credit losses (“ACL”) totaled $209.0 million at March 31, 2025, a $15.3 million increase from the prior quarter, primarily reflecting the impacts of the increased uncertainty in the economic outlook.

Nonperforming Assets

At March 31, 2025, NPAs totaled $69.4 million, compared to $58.4 million in the prior quarter. The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):


	****	March 31,		****	December 31,		****	September 30,		****	June 30,		****	March 31,
		2025			2024			2024			2024			2024
Nonaccrual loans		$	69,015		$	57,969		$	36,847		$	35,913		$	36,389
Foreclosed properties			404			404			404			230			29
Total nonperforming assets		$	69,419		$	58,373		$	37,251		$	36,143		$	36,418

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


	****	March 31,		****	December 31,		****	September 30,		****	June 30,		****	March 31,
		2025			2024			2024			2024			2024
Beginning Balance		$	57,969		$	36,847		$	35,913		$	36,389		$	36,860
Net customer payments			(898)			(11,491)			(2,219)			(6,293)			(1,583)
Additions			13,197			34,446			5,347			6,831			5,047
Charge-offs			(1,253)			(1,231)			(542)			(759)			(3,935)
Loans returning to accruing status			—			(602)			(1,478)			(54)			—
Transfers to foreclosed property			—			—			(174)			(201)			—
Ending Balance		$	69,015		$	57,969		$	36,847		$	35,913		$	36,389

Past Due Loans

At March 31, 2025, past due loans still accruing interest totaled $50.0 million or 0.27% of total LHFI, compared to $57.7 million or 0.31% of total LHFI at December 31, 2024, and $50.7 million or 0.32% of total LHFI at March 31, 2024. The decrease in past due loan levels at March 31, 2025 from December 31, 2024 was primarily within the commercial and industrial, commercial real estate non-owner occupied, and residential 1-4 family – consumer portfolios. Of the total past due loans still accruing interest, $6.8 million or 0.04% of total LHFI were past due 90 days or more at March 31, 2025, compared to $14.1 million or 0.08% of total LHFI at December 31, 2024, and $11.4 million or 0.07% of total LHFI at March 31, 2024.

Allowance for Credit Losses

At March 31, 2025, the ACL was $209.0 million and included an allowance for loan and lease losses (“ALLL”) of $193.8 million and a reserve for unfunded commitments (“RUC”) of $15.2 million. The ACL at March 31, 2025 increased $15.3 million from December 31, 2024, primarily reflecting the impacts of the increased uncertainty in the economic outlook. The RUC at March 31, 2025 increased $208,000 from December 31, 2024.

The ACL as a percentage of total LHFI was 1.13% at March 31, 2025, compared to 1.05% at December 31, 2024. The ALLL as a percentage of total LHFI was 1.05% at March 31, 2025, compared to 0.97% at December 31, 2024.

Net Charge-offs

Net charge-offs were $2.3 million or 0.05% of total average LHFI on an annualized basis for the first quarter of 2025, compared to $1.4 million or 0.03% (annualized) for the fourth quarter of 2024, and $4.9 million or 0.13% (annualized) for the first quarter of 2024.

Provision for Credit Losses

For the first quarter of 2025, the Company recorded a provision for credit losses of $17.6 million, compared to $17.5 million in the prior quarter, and $8.2 million in the first quarter of 2024.

NONINTEREST INCOME

Noninterest income decreased $6.0 million to $29.2 million for the first quarter of 2025 from $35.2 million in the prior quarter, primarily driven by a $2.7 million decrease in loan-related interest rate swap fees due to seasonally lower transaction volumes, and a $2.5 million decrease in other operating income primarily due to a decline in equity method investment income and lower gains on the sale of lease equipment.

NONINTEREST EXPENSE

Noninterest expense increased $4.5 million to $134.2 million for the first quarter of 2025 from $129.7 million in the prior quarter, primarily driven by a $4.1 million increase in salaries and benefits expense due primarily to seasonal increases of $4.7 million in payroll taxes and 401(k) contribution expenses in the first quarter, a $1.3 million increase in other expenses primarily driven by OREO-related gains recognized in the prior quarter, a $1.0 million increase in franchise and other taxes, a $805,000 increase in technology and data processing expense primarily driven by expense related to an upgrade to the consumer online banking system in the first quarter, and a $616,000 increase in occupancy expenses primarily driven by seasonal winter weather-related expenses. These increases were partially offset by a $2.1 million decrease in merger-related costs and a $666,000 decrease in professional services fees.

INCOME TAXES

The Company’s effective tax rate for both quarters ended March 31, 2025 and December 31, 2024 was 19.0%.

BALANCE SHEET

At March 31, 2025, total assets were $24.6 billion, an increase of $47.3 million or approximately 0.8% (annualized) from December 31, 2024, and an increase of $3.3 billion or approximately 15.2% from March 31, 2024. Total assets were relatively consistent with the prior quarter, and increased from the prior year primarily due to the American National Bankshares Inc. (“American National”) acquisition.

At March 31, 2025, LHFI totaled $18.4 billion, a decrease of $42.9 million or 0.9% (annualized) from December 31, 2024, and an increase of $2.6 billion or 16.3% from March 31, 2024. Quarterly average LHFI totaled $18.4 billion at March 31, 2025, an increase of $61.1 million or 1.3% (annualized) from the prior quarter, and an increase of $2.7 billion or 17.1% from March 31, 2024. LHFI decreased from the prior quarter primarily due to declines in the construction and land development and commercial and industrial loan portfolios, partially offset by increases in the multifamily real estate and non-owner occupied commercial real estate loan portfolios. The increase from the prior year was primarily due to the American National acquisition.

At March 31, 2025, total investments were $3.4 billion, an increase of $56.2 million or 6.8% (annualized) from December 31, 2024, and an increase of $263.8 million or 8.4% from March 31, 2024. The increase compared to the prior quarter was primarily due to purchases of mortgage-backed securities and an increase in market value of the Company’s existing available-for-sale (“AFS”) securities portfolio. The increase compared to the prior year was primarily due to the American National acquisition. AFS securities totaled $2.5 billion at March 31, 2025, $2.4 billion at December 31, 2024, and $2.2 billion at March 31, 2024. Total net unrealized losses on the AFS securities portfolio were $382.0 million at March 31, 2025, compared to $402.6 million at December 31, 2024, and $410.9 million at March 31, 2024. Held to maturity securities are carried at cost and totaled $821.1 million at March 31, 2025, $803.9 million at December 31, 2024, and $828.9 million at March 31, 2024 and had net unrealized losses of $48.6 million at March 31, 2025, $44.5 million at December 31, 2024, and $37.6 million at March 31, 2024.

At March 31, 2025, total deposits were $20.5 billion, an increase of $105.3 million or 2.1% (annualized) from the prior quarter. Average deposits at March 31, 2025 decreased $291.4 million or 5.7% (annualized) from the prior quarter. Total deposits at March 31, 2025 increased $3.2 billion or 18.7% from March 31, 2024 and average deposits at March 31, 2025 increased $3.3 billion or 19.4% from March 31, 2024. The increase in deposit balances from the prior quarter was primarily due to an increase in demand deposits of $194.1 million, partially offset by a decrease in brokered deposits. The increase from the prior year was primarily due to the American National acquisition.

At March 31, 2025, total borrowings were $475.7 million, a decrease of $58.9 million from December 31, 2024, and a decrease of $582.0 million from March 31, 2024. At March 31, 2025 average borrowings were $525.9 million, a decrease of $17.2 million from December 31, 2024, and a decrease of $486.9 million from March 31, 2024. The decreases in average borrowings from the prior quarter and the prior year were primarily due to repayment of short-term Federal Home Loan Bank advances using funds from customer deposit growth.

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


	****	March 31,	****	December 31,	****	March 31,	****
		2025		2024		2024	****
Common equity Tier 1 capital ratio ^(2)^		10.07	%	9.96	%	9.86	%
Tier 1 capital ratio ^(2)^		10.87	%	10.76	%	10.77	%
Total capital ratio ^(2)^		13.88	%	13.61	%	13.62	%
Leverage ratio (Tier 1 capital to average assets) ^(2)^		9.45	%	9.29	%	9.62	%
Common equity to total assets		12.26	%	12.11	%	11.14	%
Tangible common equity to tangible assets ^(1)^		7.39	%	7.21	%	7.05	%

^(1)^ These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, se e the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.

^(2)^ All ratios at March 31, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

During the first quarter of 2025, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the fourth quarter of 2024 and the first quarter of 2024. During the first quarter of 2025, the Company also declared and paid cash dividends of $0.34 per common share, which is the same as the fourth quarter of 2024 and a $0.02, or an approximately 6.0%, increase from the dividend in the first quarter of 2024.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located throughout Virginia and in portions of Maryland and North Carolina. 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.

FIRST QUARTER 2025 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Thursday, April 24, 2025, during which management will review our financial results for the first quarter 2025 and provide an update on our recent activities.

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

https://edge.media-server.com/mmc/p/3hko8gh5.

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

https://register-conf.media-server.com/register/BI7cdca0ca853c407f8506fb4f9b4f3640. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.

NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended March 31, 2025, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury’s quotations, statements regarding the recently completed acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of future economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic conditions; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

●	market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios;
●	economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior;
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●	U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;
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●	volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
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●	legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;
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●	the sufficiency of liquidity and changes in our capital position;
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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, U.S. fiscal debt, budget, and tax matters, and slowdowns in economic growth;
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●	the diversion of management’s attention from ongoing business operations and opportunities due to our recent acquisition of Sandy Spring;
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●	the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;
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●	the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events, or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two companies;
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●	the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated;
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●	potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National;
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●	monetary, fiscal and regulatory 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 in these portfolios;
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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 identify, 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 changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;
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●	concentrations of loans secured by real estate, particularly CRE;
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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;
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●	operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;
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●	the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth;
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●	performance by our counterparties or vendors;
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●	deposit flows;
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●	the availability of financing and the terms thereof;
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●	the level of prepayments on loans and mortgage-backed securities;
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●	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;
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●	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
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●	other factors, many of which are beyond our control.
---	---

Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Results of Operations
Interest and dividend income	$	305,836		$	319,204		$	262,915
Interest expense	****	121,672			135,956			115,090
Net interest income	****	184,164			183,248			147,825
Provision for credit losses	****	17,638			17,496			8,239
Net interest income after provision for credit losses	****	166,526			165,752			139,586
Noninterest income	****	29,163			35,227			25,552
Noninterest expenses	****	134,184			129,675			105,273
Income before income taxes	****	61,505			71,304			59,865
Income tax expense	****	11,687			13,519			10,096
Net income	****	49,818			57,785			49,769
Dividends on preferred stock		2,967			2,967			2,967
Net income available to common shareholders	$	46,851		$	54,818		$	46,802

Interest earned on earning assets (FTE) ^(1)^	$	309,593		$	322,995		$	266,636
Net interest income (FTE) ^(1)^	****	187,921			187,039			151,546
Total revenue (FTE) ^(1)^		217,084			222,266			177,098
Pre-tax pre-provision adjusted operating earnings ^(7)^		84,185			95,796			70,815

Key Ratios
Earnings per common share, diluted	$	0.52		$	0.60		$	0.62
Return on average assets (ROA)	****	0.82	%		0.92	%		0.94	%
Return on average equity (ROE)	****	6.35	%		7.23	%		7.79	%
Return on average tangible common equity (ROTCE) ^(2) (3)^	****	12.04	%		13.77	%		13.32	%
Efficiency ratio	****	62.90	%		59.35	%		60.72	%
Efficiency ratio (FTE) ^(1)^		61.81	%		58.34	%		59.44	%
Net interest margin	****	3.38	%		3.26	%		3.11	%
Net interest margin (FTE) ^(1)^	****	3.45	%		3.33	%		3.19	%
Yields on earning assets (FTE) ^(1)^	****	5.68	%		5.74	%		5.62	%
Cost of interest-bearing liabilities	****	2.97	%		3.20	%		3.23	%
Cost of deposits	****	2.29	%		2.48	%		2.39	%
Cost of funds	****	2.23	%		2.41	%		2.43	%

Operating Measures^(4)^
Adjusted operating earnings	$	54,542		$	64,364		$	51,994
Adjusted operating earnings available to common shareholders		51,575			61,397			49,027
Adjusted operating earnings per common share, diluted	$	0.57		$	0.67		$	0.65
Adjusted operating ROA		0.90	%		1.03	%		0.99	%
Adjusted operating ROE	****	6.95	%		8.06	%		8.14	%
Adjusted operating ROTCE ^(2) (3)^	****	13.15	%		15.30	%		13.93	%
Adjusted operating efficiency ratio (FTE) ^(1)(6)^	****	57.02	%		52.67	%		56.84	%

Per Share Data
Earnings per common share, basic	$	0.53		$	0.61		$	0.62
Earnings per common share, diluted	****	0.52			0.60			0.62
Cash dividends paid per common share	****	0.34			0.34			0.32
Market value per share	****	31.14			37.88			35.31
Book value per common share^(8)^	****	33.79			33.40			31.88
Tangible book value per common share ^(2)(8)^	****	19.32			18.83			19.27
Price to earnings ratio, diluted	****	14.76			15.90			13.99
Price to book value per common share ratio^(8)^	****	0.92			1.13			1.11
Price to tangible book value per common share ratio ^(2)(8)^	****	1.61			2.01			1.83
Unvested shares of restricted stock awards^(8)^		806,420			658,001			645,540
Weighted average common shares outstanding, basic	****	89,222,296			89,774,079			75,197,113
Weighted average common shares outstanding, diluted	****	90,072,795			91,533,273			75,197,376
Common shares outstanding at end of period	****	89,340,541			89,770,231			75,381,740

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Capital Ratios
Common equity Tier 1 capital ratio ^(5)^	****	10.07	%		9.96	%		9.86	%
Tier 1 capital ratio ^(5)^	****	10.87	%		10.76	%		10.77	%
Total capital ratio ^(5)^	****	13.88	%		13.61	%		13.62	%
Leverage ratio (Tier 1 capital to average assets) ^(5)^	****	9.45	%		9.29	%		9.62	%
Common equity to total assets	****	12.26	%		12.11	%		11.14	%
Tangible common equity to tangible assets ^(2)^	****	7.39	%		7.21	%		7.05	%
	****	****	****	****	****	****	****	****	****
Financial Condition	****	****	****	****	****	****	****	****	****
Assets	$	24,632,611		$	24,585,323	****	$	21,378,120	****
LHFI (net of deferred fees and costs)	****	18,427,689			18,470,621	****	****	15,851,628	****
Securities	****	3,405,206			3,348,971	****	****	3,141,416	****
Earning Assets	****	22,085,559			21,989,690	****	****	19,236,100	****
Goodwill	****	1,214,053			1,214,053	****	****	925,211	****
Amortizable intangibles, net	****	79,165			84,563	****	****	17,288	****
Deposits	****	20,502,874			20,397,619	****	****	17,278,435	****
Borrowings	****	475,685			534,578	****	****	1,057,724	****
Stockholders' equity	****	3,185,216			3,142,879	****	****	2,548,928	****
Tangible common equity ^(2)^	****	1,725,641			1,677,906	****	****	1,440,072	****

Loans held for investment, net of deferred fees and costs
Construction and land development	$	1,305,969		$	1,731,108		$	1,246,251
Commercial real estate - owner occupied		2,363,509			2,370,119			1,981,613
Commercial real estate - non-owner occupied		5,072,694			4,935,590			4,225,018
Multifamily real estate		1,531,547			1,240,209			1,074,957
Commercial & Industrial	****	3,819,415			3,864,695			3,561,971
Residential 1-4 Family - Commercial	****	738,388			719,425			515,667
Residential 1-4 Family - Consumer	****	1,286,526			1,293,817			1,081,094
Residential 1-4 Family - Revolving	****	778,527			756,944			616,951
Auto		279,517			316,368			440,118
Consumer	****	101,334			104,882			113,414
Other Commercial	****	1,150,263			1,137,464			994,574
Total LHFI	$	18,427,689		$	18,470,621		$	15,851,628
	****
Deposits	****
Interest checking accounts	$	5,336,264		$	5,494,550		$	4,753,485
Money market accounts		4,602,260			4,291,097			4,104,282
Savings accounts		1,033,315			1,025,896			895,213
Customer time deposits of $250,000 and over		1,141,311			1,202,657			721,155
Other customer time deposits		2,810,070			2,888,476			2,293,800
Time deposits		3,951,381			4,091,133			3,014,955
Total interest-bearing customer deposits		14,923,220			14,902,676			12,767,935
Brokered deposits		1,108,481			1,217,895			665,309
Total interest-bearing deposits	$	16,031,701		$	16,120,571		$	13,433,244
Demand deposits	****	4,471,173			4,277,048			3,845,191
Total deposits	$	20,502,874		$	20,397,619		$	17,278,435

Averages
Assets	$	24,678,974		$	24,971,836		$	21,222,756
LHFI (net of deferred fees and costs)		18,428,710			18,367,657			15,732,599
Loans held for sale	****	8,172			12,606			9,142
Securities	****	3,387,627			3,442,340			3,153,556
Earning assets	****	22,108,618			22,373,970			19,089,393
Deposits	****	20,466,081			20,757,521			17,147,181
Time deposits	****	4,715,648			4,862,446			3,459,138
Interest-bearing deposits	****	16,062,478			16,343,745			13,311,837
Borrowings	****	525,889			543,061			1,012,797
Interest-bearing liabilities	****	16,588,367			16,886,806			14,324,634
Stockholders' equity	****	3,183,846			3,177,934			2,568,243
Tangible common equity ^(2)^	****	1,721,647			1,711,580			1,458,478

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Asset Quality
Allowance for Credit Losses (ACL)	****	****	****	****	****	****	****	****	****
Beginning balance, Allowance for loan and lease losses (ALLL)	$	178,644	****	$	160,685		$	132,182
Add: Recoveries	****	607	****		2,816			977
Less: Charge-offs	****	2,885	****		4,255			5,894
Add: Provision for loan losses	****	17,430	****		19,398			8,925
Ending balance, ALLL	$	193,796	****	$	178,644		$	136,190

Beginning balance, Reserve for unfunded commitment (RUC)	$	15,041		$	16,943		$	16,269
Add: Provision for unfunded commitments		208	****		(1,902)			(687)
Ending balance, RUC	$	15,249		$	15,041		$	15,582
Total ACL	$	209,045		$	193,685		$	151,772

ACL / total LHFI		1.13	%		1.05	%		0.96	%
ALLL / total LHFI	****	1.05	%		0.97	%		0.86	%
Net charge-offs / total average LHFI (annualized)	****	0.05	%		0.03	%		0.13	%
Provision for loan losses/ total average LHFI (annualized)	****	0.38	%		0.42	%		0.23	%

Nonperforming Assets
Construction and land development	$	2,794		$	1,313		$	342
Commercial real estate - owner occupied	****	2,932			2,915			2,888
Commercial real estate - non-owner occupied	****	1,159			1,167			10,335
Multifamily real estate		124			132			—
Commercial & Industrial	****	43,106			33,702			6,480
Residential 1-4 Family - Commercial	****	1,610			1,510			1,790
Residential 1-4 Family - Consumer	****	12,942			12,725			10,990
Residential 1-4 Family - Revolving	****	3,593			3,826			3,135
Auto	****	641			659			429
Consumer		16			20			—
Other Commercial		98			—			—
Nonaccrual loans	$	69,015		$	57,969		$	36,389
Foreclosed property	****	404			404			29
Total nonperforming assets (NPAs)	$	69,419		$	58,373		$	36,418
Construction and land development	$	—		$	120		$	171
Commercial real estate - owner occupied	****	714			1,592			3,634
Commercial real estate - non-owner occupied		—			6,874			1,197
Multifamily real estate		—			—			144
Commercial & Industrial	****	1,075			955			1,860
Residential 1-4 Family - Commercial	****	1,091			949			1,030
Residential 1-4 Family - Consumer	****	1,193			1,307			1,641
Residential 1-4 Family - Revolving	****	2,397			1,710			1,343
Auto	****	196			284			284
Consumer	****	94			44			141
Other Commercial		22			308			—
LHFI ≥ 90 days and still accruing	$	6,782		$	14,143		$	11,445
Total NPAs and LHFI ≥ 90 days	$	76,201		$	72,516		$	47,863
NPAs / total LHFI		0.38	%		0.32	%		0.23	%
NPAs / total assets	****	0.28	%		0.24	%		0.17	%
ALLL / nonaccrual loans	****	280.80	%		308.17	%		374.26	%
ALLL/ nonperforming assets	****	279.17	%		306.04	%		373.96	%

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Past Due Detail
Construction and land development	$	458		$	38		$	2,163
Commercial real estate - owner occupied	****	** 1,455**			2,080			3,663
Commercial real estate - non-owner occupied	****	3,760			1,381			2,271
Multifamily real estate	****	1,353			1,366			—
Commercial & Industrial	****	4,192			9,405			5,540
Residential 1-4 Family - Commercial	****	1,029			697			1,407
Residential 1-4 Family - Consumer	****	11,005			5,928			6,070
Residential 1-4 Family - Revolving	****	2,533			1,824			1,920
Auto	****	3,662			3,615			3,192
Consumer		479			804			418
Other Commercial		6,875			2,167			8,187
LHFI 30-59 days past due	$	36,801		$	29,305		$	34,831
Construction and land development	$	35		$	—		$	1,097
Commercial real estate - owner occupied	****	** 971**			1,074			—
Commercial real estate - non-owner occupied	****	—			—			558
Multifamily real estate		981			—			—
Commercial & Industrial	****	838			69			348
Residential 1-4 Family - Commercial	****	19			665			98
Residential 1-4 Family - Consumer	****	348			7,390			204
Residential 1-4 Family - Revolving	****	1,137			2,110			1,477
Auto	****	539			456			330
Consumer		384			486			197
Other Commercial		1,123			2,029			102
LHFI 60-89 days past due	$	6,375		$	14,279		$	4,411

Past Due and still accruing	$	49,958		$	57,727		$	50,687
Past Due and still accruing / total LHFI		** 0.27**	%		0.31	%		0.32	%
		****
Alternative Performance Measures (non-GAAP)	****
Net interest income (FTE) ^(1)^	****
Net interest income (GAAP)	$	184,164		$	183,248		$	147,825
FTE adjustment	****	3,757			3,791			3,721
Net interest income (FTE) (non-GAAP)^^	$	187,921		$	187,039		$	151,546
Noninterest income (GAAP)		29,163			35,227			25,552
Total revenue (FTE) (non-GAAP)	$	217,084		$	222,266		$	177,098

Average earning assets	$	22,101,074		$	22,373,970		$	19,089,393
Net interest margin	****	3.38	%		3.26	%		3.11	%
Net interest margin (FTE)	****	3.45	%		3.33	%		3.19	%

Tangible Assets ^(2)^	****
Ending assets (GAAP)	$	24,632,611		$	24,585,323		$	21,378,120
Less: Ending goodwill	****	1,214,053			1,214,053			925,211
Less: Ending amortizable intangibles	****	79,165			84,563			17,288
Ending tangible assets (non-GAAP)	$	23,339,393		$	23,286,707		$	20,435,621

Tangible Common Equity ^(2)^	****
Ending equity (GAAP)	$	3,185,216		$	3,142,879		$	2,548,928
Less: Ending goodwill	****	1,214,053			1,214,053			925,211
Less: Ending amortizable intangibles	****	79,165			84,563			17,288
Less: Perpetual preferred stock		166,357			166,357			166,357
Ending tangible common equity (non-GAAP)	$	1,725,641		$	1,677,906		$	1,440,072

Average equity (GAAP)	$	3,183,846		$	3,177,934		$	2,568,243
Less: Average goodwill	****	1,214,053			1,212,724			925,211
Less: Average amortizable intangibles	****	81,790			87,274			18,198
Less: Average perpetual preferred stock		** 166,356**			166,356			166,356
Average tangible common equity (non-GAAP)	$	1,721,647		$	1,711,580		$	1,458,478

ROTCE **** ^(2)(3)^
Net income available to common shareholders (GAAP)	$	46,851		$	54,818		$	46,802
Plus: Amortization of intangibles, tax effected		** 4,264**			4,435			1,497
Net income available to common shareholders before amortization of intangibles (non-GAAP)	$	51,115		$	59,253		$	48,299

Return on average tangible common equity (ROTCE)		12.04	%		13.77	%		13.32	%

****

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Operating Measures^(4)^
Net income (GAAP)	$	49,818		$	57,785		$	49,769
Plus: Merger-related costs, net of tax		4,643			6,592			1,563
Plus: FDIC special assessment, net of tax		—			—			664
Less: (Loss) gain on sale of securities, net of tax	****	(81)			13			2
Adjusted operating earnings (non-GAAP)	****	54,542			64,364			51,994
Less: Dividends on preferred stock		2,967			2,967			2,967
Adjusted operating earnings available to common shareholders (non-GAAP)	$	51,575		$	61,397		$	49,027

Operating Efficiency Ratio^(1)(6)^
Noninterest expense (GAAP)	$	134,184		$	129,675		$	105,273
Less: Amortization of intangible assets		5,398			5,614			1,895
Less: Merger-related costs	****	4,940			7,013			1,874
Less: FDIC special assessment		—			—			840
Adjusted operating noninterest expense (non-GAAP)	$	123,846		$	117,048		$	100,664

Noninterest income (GAAP)	$	29,163		$	35,227		$	25,552
Less: (Loss) gain on sale of securities		(102)			17			3
Adjusted operating noninterest income (non-GAAP)	$	29,265		$	35,210		$	25,549

Net interest income (FTE) (non-GAAP)^(1)^	$	187,921		$	187,039		$	151,546
Adjusted operating noninterest income (non-GAAP)	****	29,265			35,210			25,549
Total adjusted revenue (FTE) (non-GAAP) ^(1)^	$	217,186		$	222,249		$	177,095

Efficiency ratio	****	62.90	%		59.35	%		60.72	%
Efficiency ratio (FTE) ^(1)^	****	61.81	%		58.34	%		59.44	%
Adjusted operating efficiency ratio (FTE) ^(1)(6)^		57.02	%		52.67	%		56.84	%
	****	****	****	****		****	****		****
Operating ROA & ROE ^(4)^
Adjusted operating earnings (non-GAAP)	$	54,542		$	64,364		$	51,994

Average assets (GAAP)	$	24,678,974		$	24,971,836		$	21,222,756
Return on average assets (ROA) (GAAP)		0.82	%		0.92	%		0.94	%
Adjusted operating return on average assets (ROA) (non-GAAP)	****	0.90	%		1.03	%		0.99	%
	****
Average equity (GAAP)	$	3,183,846		$	3,177,934		$	2,568,243
Return on average equity (ROE) (GAAP)	****	6.35	%		7.23	%		7.79	%
Adjusted operating return on average equity (ROE) (non-GAAP)		6.95	%		8.06	%		8.14	%
	****	****	****	****		****	****		****
Operating ROTCE ^(2)(3)(4)^	****	****	****	****		****	****		****
Adjusted operating earnings available to common shareholders (non-GAAP)	$	51,575		$	61,397		$	49,027
Plus: Amortization of intangibles, tax effected		4,264			4,435			1,497
Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP)	$	55,839		$	65,832		$	50,524

Average tangible common equity (non-GAAP)	$	1,721,647		$	1,711,580		$	1,458,478
Adjusted operating return on average tangible common equity (non-GAAP)	****	13.15	%		15.30	%		13.93	%

Pre-tax pre-provision adjusted operating earnings ^(7)^
Net income (GAAP)	$	49,818		$	57,785		$	49,769
Plus: Provision for credit losses		17,638			17,496			8,239
Plus: Income tax expense	****	11,687			13,519			10,096
Plus: Merger-related costs		4,940			7,013			1,874
Plus: FDIC special assessment		—			—			840
Less: (Loss) gain on sale of securities		(102)			17			3
Pre-tax pre-provision adjusted operating earnings (non-GAAP)	$	84,185		$	95,796		$	70,815
Less: Dividends on preferred stock		2,967			2,967			2,967
Pre-tax pre-provision adjusted operating earnings available to common shareholders (non-GAAP)	$	81,218		$	92,829		$	67,848

Weighted average common shares outstanding, diluted		90,072,795			91,533,273			75,197,376
Pre-tax pre-provision earnings per common share, diluted	$	0.90		$	1.01		$	0.90

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS (UNAUDITED)

(Dollars in thousands, except share data)


	As of & For Three Months Ended
	3/31/25		****	12/31/24		****	3/31/24		****
Mortgage Origination Held for Sale Volume
Refinance Volume	$	10,035		$	7,335		$	5,638
Purchase Volume	****	33,733			42,677			31,768
Total Mortgage loan originations held for sale	$	43,768		$	50,012		$	37,406
% of originations held for sale that are refinances	****	22.9	%		14.7	%		15.1	%
	****		****	****	****	****	****	****	****
Wealth	****	****
Assets under management	$	6,785,740		$	6,798,258		$	5,258,880
	****
Other Data		****
End of period full-time equivalent employees		2,128			2,125			1,745

(1)	These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), and total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.
(2)	These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies.
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(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.
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(4)
---
(4)<br><br>These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, FDIC special assessments, and (loss) gain on sale of securities. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations.
(5)	All ratios at March 31, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
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(6)	The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, and (loss) gain on sale of securities. This measure is similar to the measure used by the Company when analyzing corporate performance and is also similar to the measure used for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.
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(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, merger-related costs, FDIC special assessments, and (loss) gain on sale of securities. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.
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(8)	The prior period calculations exclude the impact of unvested restricted stock awards outstanding as of each period end; however, unvested shares are reflected in March 31, 2025 ratios.
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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)


	March 31,		December 31,		March 31,
	2025		2024		2024
ASSETS		(unaudited)		(audited)		(unaudited)
Cash and cash equivalents:
Cash and due from banks	$	194,083	$	196,435	$	168,850
Interest-bearing deposits in other banks		236,094		153,695		225,386
Federal funds sold		3,961		3,944		2,434
Total cash and cash equivalents		434,138		354,074		396,670
Securities available for sale, at fair value		2,483,835		2,442,166		2,202,216
Securities held to maturity, at carrying value		821,059		803,851		828,928
Restricted stock, at cost		100,312		102,954		110,272
Loans held for sale		9,525		9,420		12,200
Loans held for investment, net of deferred fees and costs		18,427,689		18,470,621		15,851,628
Less: allowance for loan and lease losses		193,796		178,644		136,190
Total loans held for investment, net		18,233,893		18,291,977		15,715,438
Premises and equipment, net		111,876		112,704		90,126
Goodwill		1,214,053		1,214,053		925,211
Amortizable intangibles, net		79,165		84,563		17,288
Bank owned life insurance		496,933		493,396		455,885
Other assets		647,822		676,165		623,886
Total assets	$	24,632,611	$	24,585,323	$	21,378,120
LIABILITIES
Noninterest-bearing demand deposits	$	4,471,173	$	4,277,048	$	3,845,191
Interest-bearing deposits		16,031,701		16,120,571		13,433,244
Total deposits		20,502,874		20,397,619		17,278,435
Securities sold under agreements to repurchase		57,018		56,275		66,405
Other short-term borrowings		—		60,000		600,000
Long-term borrowings		418,667		418,303		391,319
Other liabilities		468,836		510,247		493,033
Total liabilities		21,447,395		21,442,444		18,829,192
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value		173		173		173
Common stock, $1.33 par value		118,823		118,519		99,399
Additional paid-in capital		2,280,300		2,280,547		1,782,809
Retained earnings		1,119,635		1,103,326		1,040,845
Accumulated other comprehensive loss		(333,715)		(359,686)		(374,298)
Total stockholders' equity		3,185,216		3,142,879		2,548,928
Total liabilities and stockholders' equity	$	24,632,611	$	24,585,323	$	21,378,120

Common shares outstanding		89,340,541		89,770,231		75,381,740
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
	March 31,		December 31,		March 31,
	2025		2024		2024
Interest and dividend income:
Interest and fees on loans	$	271,515	$	282,116	$	234,600
Interest on deposits in other banks		2,513		5,774		1,280
Interest and dividends on securities:
Taxable		23,648		23,179		18,879
Nontaxable		8,160		8,135		8,156
Total interest and dividend income		305,836		319,204		262,915
Interest expense:
Interest on deposits		115,587		129,311		101,864
Interest on short-term borrowings		909		1,187		8,161
Interest on long-term borrowings		5,176		5,458		5,065
Total interest expense		121,672		135,956		115,090
Net interest income		184,164		183,248		147,825
Provision for credit losses		17,638		17,496		8,239
Net interest income after provision for credit losses		166,526		165,752		139,586
Noninterest income:
Service charges on deposit accounts		9,683		9,832		8,569
Other service charges, commissions and fees		1,762		1,811		1,731
Interchange fees		2,949		3,342		2,294
Fiduciary and asset management fees		6,697		6,925		4,838
Mortgage banking income		973		928		867
(Loss) gain on sale of securities		(102)		17		3
Bank owned life insurance income		3,537		3,555		3,245
Loan-related interest rate swap fees		2,400		5,082		1,216
Other operating income		1,264		3,735		2,789
Total noninterest income		29,163		35,227		25,552
Noninterest expenses:
Salaries and benefits		75,415		71,297		61,882
Occupancy expenses		8,580		7,964		6,625
Furniture and equipment expenses		3,914		3,783		3,309
Technology and data processing		10,188		9,383		8,127
Professional services		4,687		5,353		3,081
Marketing and advertising expense		3,184		3,517		2,318
FDIC assessment premiums and other insurance		5,201		5,155		5,143
Franchise and other taxes		4,643		3,594		4,501
Loan-related expenses		1,249		1,470		1,323
Amortization of intangible assets		5,398		5,614		1,895
Merger-related costs		4,940		7,013		1,874
Other expenses		6,785		5,532		5,195
Total noninterest expenses		134,184		129,675		105,273
Income before income taxes		61,505		71,304		59,865
Income tax expense		11,687		13,519		10,096
Net Income	$	49,818	$	57,785	$	49,769
Dividends on preferred stock		2,967		2,967		2,967
Net income available to common shareholders	$	46,851	$	54,818	$	46,802

Basic earnings per common share	$	0.53	$	0.61	$	0.62
Diluted earnings per common share	$	0.52	$	0.60	$	0.62

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

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

(Dollars in thousands)


	For the Quarter Ended
	March 31, 2025								December 31, 2024
	Average Balance		****	Interest Income / Expense^(1)^		****	Yield / Rate ^(1)(2)^	****	Average Balance		****	Interest Income / Expense^(1)^		****	Yield / Rate ^(1)(2)^
Assets:	****
Securities:	****
Taxable	$	2,131,859		$	23,648		4.50%		$	2,187,887		$	23,179		4.21%
Tax-exempt		1,255,768			10,329		3.34%			1,254,453			10,297		3.27%
Total securities		3,387,627			33,977		4.07%			3,442,340			33,476		3.87%
LHFI, net of deferred fees and costs ^(3)(4)^		18,428,710			272,904		6.01%			18,367,657			283,459		6.14%
Other earning assets		292,281			2,712		3.76%			563,973			6,060		4.27%
Total earning assets		22,108,618		$	309,593		5.68%			22,373,970		$	322,995		5.74%
Allowance for loan and lease losses		(179,601)								(160,682)
Total non-earning assets		2,749,957								2,758,548
Total assets	$	24,678,974							$	24,971,836

Liabilities and Stockholders' Equity:
Interest-bearing deposits:
Transaction and money market accounts	$	10,316,955		$	66,688		2.62%		$	10,452,638		$	74,408		2.83%
Regular savings		1,029,875			501		0.20%			1,028,661			569		0.22%
Time deposits ^(5)^		4,715,648			48,398		4.16%			4,862,446			54,334		4.45%
Total interest-bearing deposits		16,062,478			115,587		2.92%			16,343,745			129,311		3.15%
Other borrowings^(6)^		525,889			6,085		4.69%			543,061			6,645		4.87%
Total interest-bearing liabilities	$	16,588,367		$	121,672		2.97%		$	16,886,806		$	135,956		3.20%

Noninterest-bearing liabilities:
Demand deposits		4,403,603								4,413,776
Other liabilities		503,158								493,320
Total liabilities		21,495,128								21,793,902
Stockholders' equity		3,183,846								3,177,934
Total liabilities and stockholders' equity	$	24,678,974							$	24,971,836

Net interest income (FTE)				$	187,921							$	187,039

Interest rate spread							2.71%								2.54%
Cost of funds							2.23%								2.41%
Net interest margin (FTE)							3.45%								3.33%

(1)	Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.
(2)	Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.
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(3)	Nonaccrual loans are included in average loans outstanding.
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(4)	Interest income on loans includes $13.3 million and $13.7 million for the three months ended March 31, 2025 and December 31, 2024, respectively, in accretion of the fair market value adjustments related to acquisitions.
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(5)	Interest expense on time deposits includes $415,000 and $775,000 for the three months ended March 31, 2025 and December 31, 2024, respectively, in amortization of the fair market value adjustments related to acquisitions.
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(6)	Interest expense on borrowings includes $287,000 and $288,000 for the three months ended March 31, 2025 and December 31, 2024, respectively, in amortization of the fair market value adjustments related to acquisitions.
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Exhibit 99.2

Q1 2025 EARNINGS<br>PRESENTATION NYSE: AUB<br>APRIL 24, 2025
2<br>FORWARD-LOOKING STATEMENTS<br>This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding our<br>recently completed acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring” or “SASR”) and expectations with regard to the benefits of the Sandy Spring acquisition, including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating<br>and return metrics; our business, financial and operating results, including our deposit base and funding; the impact of future economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic<br>conditions; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not<br>statements of historical fact, and statements on the slides entitled “2025 Financial Outlook (inclusive of Sandy Spring beginning April 1st)”, “Financially Compelling Transaction” and “Updates on Key Transaction Metrics”. Such forward-looking statements are based on certain<br>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<br>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,”<br>“seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of Atlantic Union BanksharesCorporation (the “Company,” “AUB,” “we,” “us” or “our”) and our management about future events. Although we believe<br>that our expectations with respect to forward-looking statements are based on reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends<br>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<br>anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:<br>• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and<br>our loan and securities portfolios;<br>• economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer<br>and client behavior;<br>• U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic<br>impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;<br>• volatility in the financial services sector, including failures or rumors of failures of other depository institutions, including us, to attract<br>and retain depositors and to borrow or raise capital;<br>• legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration,<br>including changes in federal state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement<br>priorities of the federal banking agencies;<br>• the sufficiency of liquidity and changes in our capital position;<br>• general economic and financial market conditions in the United States generally and particularly in the markets in which we operate<br>and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels,<br>U.S. fiscal debt, budget and tax matters, and slowdowns in economic growth;<br>• the diversion of management’s attention from ongoing business operations and opportunities due to our recent acquisition of Sandy<br>Spring;<br>• the impact of purchase accounting with respect to the Sandy Spring acquisition, or change in the assumptions used regarding the<br>assets acquired and liabilities assumed to determine the fair value and credit marks;<br>• the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American<br>National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the<br>strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events,<br>or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two<br>companies;<br>• the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated;<br>• potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of<br>Sandy Spring and American National;<br>• monetary, fiscal and regulatory policies of the U.S. government, including the U.S. Department of the Treasury and the Federal<br>Reserve;<br>• the quality or composition of our loan or investment portfolios and changes therein;<br>• demand for loan products and financial services in our market areas;<br>• our ability to manage our growth or implement our growth strategy;<br>• the effectiveness of expense reduction plans;<br>• the introduction of new lines of business or new products and services;<br>• our ability to identify, recruit and retain key employees;<br>• real estate values in our lending area;<br>• changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;<br>• an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by changing<br>economic conditions, credit concentrations, inflation, changing interest rates, or other factors;<br>• concentrations of loans secured by real estate, particularly commercial real estate;<br>• the effectiveness of our credit processes and management of our credit risk;<br>• our ability to compete in the market for financial services and increased competition from fintech companies;<br>• technological risks and developments, and cyber threats, attacks, or events;<br>• operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and<br>integration of potential future acquisitions, whether involving stock or cash consideration;<br>• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts,<br>geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these<br>potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to<br>us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and<br>methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks<br>posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and<br>economic growth;<br>• performance by our counterparties or vendors;<br>• deposit flows;<br>• the availability of financing and the terms thereof;<br>• the level of prepayments on loans and mortgage-backed securities;<br>• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things,<br>additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;<br>• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets,<br>such as goodwill; and<br>• other factors, many of which are beyond our control.<br>Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, and<br>related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the<br>expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation<br>to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether because of new information, future events or otherwise, except as required by law.
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3<br>ADDITIONAL INFORMATION<br>Non-GAAP Financial Measures<br>This presentation contains certain financial information determined by methods other than<br>in accordance with generally accepted accounting principles in the United States (“GAAP”).<br>These non-GAAP financial measures are a supplement to GAAP, which is used to prepare<br>our financial statements, and should not be considered in isolation or as a substitute for<br>comparable measures calculated in accordance with GAAP. In addition, our non-GAAP<br>financial measures may not be comparable to non-GAAP financial measures of other<br>companies. We use the non-GAAP financial measures discussed herein in our analysis of<br>our performance. Our management believes that these non-GAAP financial measures<br>provide additional understanding of ongoing operations, enhance comparability of results<br>of operations with prior periods, show the effects of significant gains and charges in the<br>periods presented without the impact of items or events that may obscure trends in our<br>underlying performance, or show the potential effects of accumulated other<br>comprehensive income (or AOCI) or unrealized losses on securities on our capital. This<br>presentation also includes certain projections of non-GAAP financial measures. Due to the<br>inherent variability and difficulty associated with making accurate forecasts and<br>projections of information that is excluded from these projected non-GAAP measures, and<br>the fact that some of the excluded information is not currently ascertainable or accessible,<br>we are unable to quantify certain amounts that would be required to be included in the most<br>directly comparable projected GAAP financial measures without unreasonable effort.<br>Consequently, no disclosure of projected comparable GAAP measures is included, and no<br>reconciliation of forward-looking non-GAAP financial information is included.<br>Please see “Reconciliation of Non-GAAP Disclosures” at the end of this presentation for a<br>reconciliation to the nearest GAAP financial measure.<br>No Offer or Solicitation<br>This presentation does not constitute an offer to sell or a solicitation of an offer to buy any<br>securities. No offer of securities shall be made except by means of a prospectus meeting<br>the requirements of the Securities Act of 1933, as amended, and no offer to sell or<br>solicitation of an offer to buy shall be made in any jurisdiction in which such offer,<br>solicitation or sale would be unlawful.<br>About Atlantic Union Bankshares Corporation<br>Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB)<br>is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and<br>ATMs located throughout Virginia and in portions of Maryland and North Carolina. Certain<br>non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union<br>Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial<br>Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC,<br>which offers various lines of insurance products.
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4<br>PRO FORMA AND MARKET AND INDUSTRY DATA<br>Pro Forma Data<br>Neither Atlantic Union’s nor Sandy Spring’s independent registered public accounting firms<br>have studied, reviewed or performed any procedures with respect to the pro forma or pro<br>forma forward-looking financial data for the purpose of inclusion in this presentation, and,<br>accordingly, neither have expressed an opinion or provided any form of assurance with<br>respect thereto for the purpose of this presentation.<br>The pro forma combined data of Atlantic Union and Sandy Spring is as of March 31, 2025,<br>and is based on the GAAP results of Atlantic Union and Sandy Spring for the applicable<br>periods without adjustments, except where specifically noted. The pro forma combined data<br>included in this presentation does not reflect any purchase accounting adjustments. All pro<br>forma data should be reviewed in connection with the historical information of Atlantic<br>Union and Sandy Spring, as applicable.<br>These pro forma and pro forma forward-looking financial data are for illustrative purposes<br>only and should not be relied on as necessarily being indicative of future results. The<br>assumptions and estimates underlying the pro forma and pro forma forward-looking<br>financial data are inherently uncertain and are subject to a wide variety of significant<br>business, economic and competitive risks and uncertainties that could cause actual results<br>to differ materially from those contained in the prospective financial information, including<br>those in the “Forward-Looking Statements” disclaimer on slide 2 of this presentation. Pro<br>forma and pro forma forward-looking financial data is inherently uncertain due to a number<br>of factors outside of Atlantic Union’s and Sandy Spring’s control. Accordingly, there can be<br>no assurance that the pro forma combined information, pro forma forward-looking financial<br>data or prospective results are indicative of future performance of the combined company<br>after the acquisition of Sandy Spring that consummated on April 1, 2025 or that actual<br>results will not differ materially from those presented in the pro forma and pro forma<br>forward-looking financial data. Inclusion of pro forma and pro forma financial data in this<br>presentation should not be regarded as a representation by any person that the results<br>contained in the prospective financial information will be achieved.<br>Further, neither the pro forma nor the pro forma forward-looking financial data has been<br>prepared in accordance with Article 11 of Regulation S-X, and, therefore, does not reflect any<br>of the adjustments that would be required thereby.<br>Market and Industry Data<br>Unless otherwise indicated, market data and certain industry forecast data used in this<br>presentation were obtained from internal reports, where appropriate, as well as third party<br>sources and other publicly available information. Data regarding the industries in which the<br>Company competes, its market position and market share within these industries are<br>inherently imprecise and are subject to significant business, economic and competitive<br>uncertainties beyond the Company's control. In addition, assumptions and estimates of the<br>Company and its industries' future performance are necessarily subject to a high degree of<br>uncertainty and risk due to a variety of factors. These and other factors could cause future<br>performance to differ materially from assumptions and estimates.
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5<br>N O R F O L K<br>V I R G I N I A<br>B E A C H<br>M a ry l a n d<br>V irg in ia<br>No rth C a ro l in a<br>C H A R L O T T E<br>W I L M I N G T O N<br>B A L T I M O R E<br>R A L E I G H<br>G R E E N S B O R O<br>W A S H I N G T O N<br>R O A N O K E<br>S T A U N T O N<br>C H A R L O T T E S V I L L E<br>R I C H M O N D<br>F R E D E R I C K S B U R G<br>HIGHLIGHTS1<br>branches across<br>Virginia, North<br>Carolina and<br>Maryland footprint<br>183<br>largest regional<br>bank in Mid-Atlantic, Maryland<br>and Virginia2,3<br>#1<br>$38 Billion<br> Assets<br>$30 Billion<br> Loans<br>$32 Billion<br> Deposits<br>$3.8 Billion<br>Market Capitalization<br>Soundness	Profitability	Growth<br>1. Assets, Loans, Deposits and Branch Count are proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025 and do not include any impacts from acquisition accounting or our expected sale of<br>approximately $2 billion of commercial real estate (“CRE”) loans, Market Cap as of April 23, 2025. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>2. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>3. Regional banks defined as U.S. Banks with <$100 Billion in assets<br>OUR COMPANY Pro Forma Combined Basis<br>Branch (183) LPO (2)<br>Largest Regional Bank Headquartered in the Lower Mid-Atlantic
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6<br>Dense, uniquely valuable presence<br>across attractive markets<br>FINANCIAL<br>STRENGTH<br>Solid balance sheet &<br>capital levels<br>PEER-LEADING<br>PERFORMANCE<br>Committed to top-tier<br>financial performance<br>ATTRACTIVE<br>FINANCIAL<br>PROFILE<br>Solid dividend yield<br>& payout ratio with<br>earnings upside<br>STRONG GROWTH<br>POTENTIAL<br>Organic & acquisition<br>opportunities<br>OUR<br>SHAREHOLDER<br>VALUE<br>PROPOSITION<br>Positioned for growth and long-term shareholder value creation as a<br>preeminent regional bank with a leading presence in attractive markets<br>LEADING REGIONAL<br>PRESENCE
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AUB Q1 2025<br>FINANCIAL RESULTS
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8<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measure in "Appendix - Reconciliation of Non-GAAP Disclosures”<br>HIGHLIGHTS<br>Q1 2025<br>LOAN & DEPOSIT GROWTH<br>Average loan growth of approximately 1.3%<br>annualized for Q1 2025<br>Deposit growth of approximately 2.1% annualized<br>for Q1 2025 with demand deposits increasing<br>$194 million while reducing brokered deposit by<br>approximately $109 million<br>Loan/Deposit ratio of 89.9% at March 31, 2025<br>POSITIONING<br>FOR LONG TERM<br>Lending pipelines remain healthy<br>Focus on integration of Sandy Spring,<br>performance of the core banking franchise,<br>and building out North Carolina teams<br>Disciplined expense management<br>DIFFERENTIATED<br>CLIENT EXPERIENCE<br>Responsive, strong and capable alternative to large<br>national banks, while competitive with and more<br>capable than smaller banks<br>CAPITALIZE ON<br>STRATEGIC OPPORTUNITIES<br>Closed the acquisition of Sandy Spring on April 1, 2025<br>Sandy Spring core systems conversion scheduled for<br>October 2025<br>FINANCIAL RATIOS<br>Q1 2025 adjusted operating return on tangible common<br>equity of 13.2%1<br>Q1 2025 adjusted operating return on assets of 0.90%1<br>Q1 2025 adjusted operating efficiency ratio (FTE) of 57.02%1<br>Q1 2025 pretax pre-provision adjusted operating earnings of<br>$84.2 million1<br>ASSET QUALITY<br>Q1 2025 net charge-offs at 5 bps annualized<br>Increased Allowance for Credit Loss to 1.13%<br>of loans held for investment primarily reflecting<br>the impacts of the increased uncertainty in the<br>economic outlook<br>8
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9<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Note: all tables presented dollars in thousands, except per share amounts<br>Q1 2025 FINANCIAL PERFORMANCE AT-A-GLANCE<br>Reported net income available to common shareholders for the first<br>quarter of 2025 was $46.9 million or $0.52 per diluted share, down<br>$7.9 million or $0.08 per diluted share compared to the prior quarter,<br>primarily driven by the net impact of the following items:<br>• A decrease in noninterest income, primarily driven by a $2.7<br>million decrease in loan-related interest rate swap fees due to<br>seasonally lower transaction volumes and a $2.5 million decrease<br>in other operating income primarily due to a decline in equity<br>method investment income and lower gains on the sale of lease<br>equipment;<br>• An increase in noninterest expense, primarily driven by a $4.1<br>million increase in salaries and benefits expense due primarily to<br>seasonal increases of $4.7 million in payroll taxes and 401(k)<br>contribution expenses, a $1.3 million increase in other expenses<br>primarily driven by OREO-related gains recognized in the prior<br>quarter, a $1.0 million increase in franchise and other taxes, a<br>$805,000 increase in technology and data processing expense<br>primarily driven by expense related to an upgrade to the consumer<br>online banking system, and a $616,000 increase in occupancy<br>expenses primarily driven by seasonal winter weather-related<br>expenses. These increases were partially offset by a $2.1 million<br>decrease in merger-related costs and a $666,000 decrease in<br>professional service fees;<br>• Partially offset by a $916,000 increase in net interest income due<br>primarily to the impact of lower deposit costs, driven by the<br>decrease in the federal funds rate, reflecting the full quarter<br>impact of the Federal Reserve lowering rates 100 basis points<br>between September and December in 2024. This was partially<br>offset by a decrease in interest income on loans held for<br>investment due to lower loan yields primarily driven by the impact<br>of interest rate cuts on our variable loan rate portfolio, as well as<br>the lower day count in the first quarter.<br>Adjusted operating earnings available to common shareholders1<br>decreased $9.8 million to $51.6 million for the first quarter compared<br>to the prior quarter, primarily driven by the net impact of the following<br>items:<br>• An increase in adjusted noninterest expense1<br>, as described above<br>excluding merger-related costs;<br>• A decrease in adjusted operating noninterest income1<br>, as<br>described above;<br>• Partially offset by an increase in net interest income, as described<br>above.<br>SUMMARIZED INCOME STATEMENT<br>1Q2025 4Q2024<br>Net interest income $184,164 $183,248<br>- Provision for credit losses 17,638 17,496<br>+ Noninterest income 29,163 35,227<br>- Noninterest expense 134,184 129,675<br>- Taxes 11,687 13,519<br>Net income (GAAP) $49,818 $57,785<br>- Dividends on preferred stock 2,967 2,967<br>Net income available to common shareholders (GAAP) $46,851 $54,818<br>+ Merger-related costs, net of tax 4,643 6,592<br>- (Loss) gain on sale of securities, net of tax (81) 13<br>Adjusted operating earnings available to common shareholders (non-GAAP)1<br>$51,575 $61,397<br>EARNINGS METRICS<br>1Q2025 4Q2024<br>Net Income available to common<br>shareholders $46,851 $54,818<br>Common EPS, diluted $0.52 $0.60<br>ROE 6.35% 7.23%<br>ROTCE (non-GAAP)1<br>12.04% 13.77%<br>ROA 0.82% 0.92%<br>Efficiency ratio 62.90% 59.35%<br>Efficiency ratio (FTE)1<br>61.81% 58.34%<br>Net interest margin 3.38% 3.26%<br>Net interest margin (FTE)1<br>3.45% 3.33%<br>ADJUSTED OPERATING EARNINGS METRICS -<br>NON-GAAP1<br>1Q2025 4Q2024<br>Adjusted operating earnings available to<br>common shareholders $ 51,575 $61,397<br>Adjusted operating common EPS, diluted $0.57 $0.67<br>Adjusted operating ROA 0.90% 1.03%<br>Adjusted operating ROTCE 13.15% 15.30%<br>Adjusted operating efficiency ratio (FTE) 57.02% 52.67%<br>Adjusted operating earnings PTPP $84,185 $ 95,796<br>PTPP = Pre-tax Pre-provision
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10 Numbers may not foot due to rounding<br>Q1 2025 ALLOWANCE FOR CREDIT LOSSES (ACL)<br>AND PROVISION FOR CREDIT LOSSES<br>Q1 MACROECONOMIC FORECAST<br>Q1 ACL CONSIDERATIONS<br>MOODY’S MARCH 2025 BASELINE FORECAST:<br>• US GDP expected to average ~1.9% growth<br>in 2025 and ~1.7% in 2026.<br>• The national unemployment rate expected<br>to rise to ~4.2% in 4Q 2025 and ~4.4% in<br>4Q 2026.<br>• Utilizes a weighted Moody’s forecast<br>economic scenarios approach in the<br>quantitative model.<br>• Qualitative factors were added as<br>deemed appropriate, for certain<br>portfolios as well as for the increased<br>uncertainty in the economic outlook.<br>• The reasonable and supportable forecast<br>period is 2 years; followed by reversion to<br>the historical loss average over 2 years.<br>ALLOWANCE FOR LOAN<br>& LEASE LOSSES (ALLL)<br>RESERVE FOR UNFUNDED<br>COMMITMENTS (RUC)<br>ALLOWANCE FOR<br>CREDIT LOSSES<br>09/30/2024<br>Ending Balance % of loans<br>$160.7 million<br>(0.88%)<br>$16.9 million<br>(0.09%)<br>$177.6 million<br>(0.97%)<br>Q4 2024 Activity<br>+$17.9 million<br>Increase due to a new specific reserve,<br>the impact of continued uncertainty in<br>the economic outlook on certain<br>portfolios, and organic loan growth.<br>-$1.9 million<br>Decrease primarily due to lower<br>unfunded balances.<br>+$16.1 million<br>$17.5 million Provision for Credit<br>Losses and $1.4 million net charge-offs<br>12/31/2024<br>Ending Balance % of loans<br>$178.7 million<br>(0.97%)<br>$15.0 million<br>(0.09%)<br>$193.7 million<br>(1.05%)<br>Q1 2025 Activity<br>+$15.1 million<br>Increase primarily reflecting the<br>impacts of increased uncertainty in<br>the economic outlook.<br>+$0.2 million<br>Slight increase primarily reflecting<br>the impacts of increased uncertainty<br>in the economic outlook.<br>+$15.3 million<br>$17.6 million Provision for Credit<br>Losses and $2.3 million net<br>charge-offs<br>03/31/2025<br>Ending Balance % of loans<br>$193.8 million<br>(1.05%)<br>$15.2 million<br>(0.08%)<br>$209.0 million<br>(1.13%)
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11<br>Q4 2024 Reported NIM Core Loan yield* Cash/Securities Yield<br>and Earning Assets Mix<br>Core Deposits<br>and Funding Mix<br>Net Purchase<br>Accounting Accretion<br>Q1 2025 Reported NIM<br>NET INTEREST MARGIN (FTE): DRIVERS OF CHANGE 4Q 2024 TO 1Q 2025<br>* Core Loan yield includes Loan Fees and Swaps<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>Numbers may not foot due to rounding<br>Q1 2025 NET INTEREST MARGIN<br>MARKET RATES<br>1Q 2025 4Q 2024<br>EOP Avg EOP Avg<br>Fed funds 4.50% 4.50% 4.50% 4.82%<br>Prime 7.50% 7.50% 7.50% 7.83%<br>1-month SOFR 4.32% 4.32% 4.33% 4.60%<br>2-year Treasury 3.88% 4.16% 4.24% 4.15%<br>10- year Treasury 4.21% 4.46% 4.57% 4.27%<br>MARGIN OVERVIEW<br>1Q 2025 4Q 2024<br>Net interest margin (FTE)1 3.45% 3.33%<br>Loan yield 6.01% 6.14%<br>Investment yield 4.07% 3.87%<br>Earning asset yield 5.68% 5.74%<br>Cost of deposits 2.29% 2.48%<br>Cost of interest-bearing deposits 2.92% 3.15%<br>Cost of interest-bearing liabilities 2.97% 3.20%<br>Cost of funds 2.23% 2.41%<br>Presented on an FTE basis (non-GAAP)1<br>Approximately 16% of the variable rate loan portfolio at<br>3/31/2025 have floors and all are above floors<br>LOAN PORTFOLIO PRICING MIX<br>1Q 2025<br>Fixed 49%<br>1-month SOFR 41%<br>Prime 7%<br>Other 3%<br>Total 100%<br>3.33%<br>-11 bps<br>18 bps<br>1 bps<br>4 bps<br>3.45%
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1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures” 12<br>Q1 2025 NONINTEREST INCOME AND<br>NONINTEREST EXPENSE<br>Adjusted operating noninterest income1 decreased<br>$5.9 million to $29.3 million for the quarter ended<br>March 31, 2025 from $35.2 million in the prior quarter<br>primarily due to:<br>• A $2.7 million decrease in loan-related interest rate<br>swap fees due to lower transaction volumes<br>• A $2.5 million decrease in other operating income<br>primarily due to a decline in equity method<br>investment income and lower gains on the sale of<br>lease equipment<br>Adjusted operating noninterest expense1<br>increased $6.8 million to $123.8 million for the quarter<br>ended March 31, 2025 from $117.0 million in the prior<br>quarter primarily due to:<br>• A $4.1 million increase in salaries and benefits<br>expense due primarily to seasonal increases of<br>$4.7 million in payroll taxes and 401(k) contribution<br>expenses<br>• A $616,000 increase in occupancy expenses<br>primarily driven by seasonal winter weather-related<br>expenses<br>• A $1.0 million increase in franchise and other taxes<br>• A $805,000 increase in technology and data<br>processing expense primarily driven by expense<br>related to an upgrade to the consumer online<br>banking system in the first quarter<br>• A $1.3 million increase in other expenses primarily<br>driven by OREO-related gains recognized in the<br>prior quarter<br>• Partially offset by a $666,000 decrease in<br>professional service fees<br>NONINTEREST EXPENSE<br>( $ T H O U S A N D S ) 1Q2025 4Q2024<br>Salaries and benefits $75,415 $71,297<br>Occupancy expenses 8,580 7,964<br>Furniture and equipment expenses 3,914 3,783<br>Technology and data processing 10,188 9,383<br>Professional services 4,687 5,353<br>Marketing and advertising expense 3,184 3,517<br>FDIC assessment premiums and other<br>insurance 5,201 5,155<br>Franchise and other taxes 4,643 3,594<br>Loan-related expenses 1,249 1,470<br>Amortization of intangible assets 5,398 5,614<br>Merger-related costs 4,940 7,013<br>Other expenses 6,785 5,532<br>Total noninterest expenses $134,184 $129,675<br>Less: Amortization of intangible assets 5,398 5,614<br>Less: Merger-related costs 4,940 7,013<br>Total adjusted operating noninterest<br>expense (non-GAAP)1 $123,846 $117,048<br>NONINTEREST INCOME<br>( $ T H O U S A N D S ) 1Q2025 4Q2024<br>Service charges on deposit accounts $9,683 $9,832<br>Other service charges, commissions and<br>fees 1,762 1,811<br>Interchange fees 2,949 3,342<br>Fiduciary and asset management fees 6,697 6,925<br>Mortgage banking income 973 928<br>(Loss) gain on sale of securities (102) 17<br>Bank owned life insurance income 3,537 3,555<br>Loan-related interest rate swap fees 2,400 5,082<br>Other operating income 1,264 3,735<br>Total noninterest income $29,163 $35,227<br>Less: (Loss) gain on sale of securities (102) 17<br>Total adjusted operating noninterest<br>income (non-GAAP)1 $29,265 $35,210
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13<br>Q1 2025 LOAN AND DEPOSIT GROWTH<br>LOAN GROWTH<br>( $ T H O U S A N D S ) 1Q2025 4Q2024 QTD ANNUALIZED GROWTH<br>Commercial real estate - non-owner occupied $ 5,072,694 $ 4,935,590 11.3%<br>Commercial real estate - owner occupied 2,363,509 2,370,119 (1.1%)<br>Construction and land development 1,305,969 1,731,108 (99.6%)<br>Multifamily real estate 1,531,547 1,240,209 95.3%<br>Residential 1-4 Family - Commercial 738,388 719,425 10.7%<br>Total Commercial Real Estate (CRE) 11,012,107 10,996,451 0.6%<br>Commercial & Industrial 3,819,415 3,864,695 (4.8%)<br>Other Commercial 1,150,263 1,137,464 4.6%<br>Total Commercial & Industrial 4,969,678 5,002,159 (2.6%)<br>Total Commercial Loans $ 15,981,785 $ 15,998,610 (0.4%)<br>Residential 1-4 Family - Consumer 1,286,526 1,293,817 (2.3%)<br>Residential 1-4 Family - Revolving 778,527 756,944 11.6%<br>Auto 279,517 316,368 (47.2%)<br>Consumer 101,334 104,882 (13.7%)<br>Total Consumer Loans $ 2,445,904 $ 2,472,011 (4.3%)<br>Total Loans Held for Investment (LHFI) (net of deferred fees and costs) $ 18,427,689 $ 18,470,621 (0.9%)<br>Average Loan Yield 6.01% 6.14%<br>DEPOSIT GROWTH<br>( $ T H O U S A N D S ) 1Q2025 4Q2024 QTD ANNUALIZED GROWTH<br>Interest checking accounts $ 5,336,264 $ 5,494,550 (11.7%)<br>Money market accounts 4,602,260 4,291,097 29.4%<br>Savings accounts 1,033,315 1,025,896 2.9%<br>Customer time deposits of $250,000 and over 1,141,311 1,202,657 (20.7%)<br>Other customer time deposits 2,810,070 2,888,476 (11.0%)<br>Time deposits 3,951,381 4,091,133 (13.9%)<br>Total interest-bearing customer deposits 14,923,220 14,902,676 0.6%<br>Brokered deposits 1,108,481 1,217,895 (36.4%)<br>Total interest-bearing deposits 16,031,701 16,120,571 (2.2%)<br>Demand deposits 4,471,173 4,277,048 18.4%<br>Total Deposits $ 20,502,874 $ 20,397,619 2.1%<br>Average Cost of Deposits 2.29% 2.48%<br>Loan to Deposit Ratio 89.9% 90.6%<br>At March 31, 2025, loans held for investment<br>(“LHFI”) totaled $18.4 billion a decrease of $42.9<br>million or 0.9% (annualized) from the prior quarter.<br>Average LHFI increased $61.1 million or 1.3%<br>(annualized) from the prior quarter.<br>• Construction and land development loans decreased<br>$425.1 million.<br>• Commercial & industrial loans decreased $45.3<br>million.<br>• Commercial real estate – non-owner occupied loans<br>increased $137.1 million.<br>• Multifamily real estate loans increased $291.3<br>million.<br>• Average loan yield decreased 13 basis points.<br>At March 31, 2025, total deposits were $20.5 billion,<br>an increase of $105.3 million or 2.1% annualized from<br>the prior quarter, primarily due to increases in demand<br>deposits, partially offset by a decrease in brokered<br>deposits. In addition:<br>• Noninterest-bearing demand deposits accounted for<br>22% of total deposit balances at the end of the first<br>quarter of 2025, up slightly from 21% in the prior<br>quarter.<br>• The cost of deposits decreased by 19 basis points<br>compared to the prior quarter, primarily driven by the<br>impact of the Federal Reserve rate cuts that began in<br>September 2024 and continued through the end of<br>2024.
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14<br>CAPITAL RATIO<br>REGULATORY<br>WELL CAPITALIZED<br>MINIMUMS<br>REPORTED PRO FORMA INCLUDING AOCI<br>& HTM UNREALIZED LOSSES<br>ATLANTIC<br>UNION<br>BANKSHARES<br>ATLANTIC<br>UNION<br>BANK<br>ATLANTIC<br>UNION<br>BANKSHARES<br>ATLANTIC<br>UNION BANK<br>Common Equity Tier 1 Ratio<br>(CET1) 6.5% 10.1% 12.4% 8.2% 10.5%<br>Tier 1 Capital Ratio 8.0% 10.9% 12.4% 9.0% 10.5%<br>Total Risk Based Capital<br>Ratio 10.0% 13.9% 13.4% 12.0% 11.5%<br>Leverage Ratio 5.0% 9.5% 10.8% 7.8% 9.2%<br>Tangible Equity to Tangible<br>Assets (non-GAAP)1<br>- 8.1% 9.4% 7.9% 9.2%<br>Tangible Common Equity<br>Ratio (non-GAAP) 1<br>- 7.4% 9.4% 7.2% 9.2%<br>1. For non-GAAP financial measures, see reconciliation to most directly comparable GAAP measures in “Appendix – Reconciliation of Non-GAAP Disclosures”<br>* Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports<br>STRONG CAPITAL POSITION CAPITAL MANAGEMENT STRATEGY<br>ATLANTIC UNION CAPITAL MANAGEMENT<br>OBJECTIVES ARE TO:<br>• Maintain designation as a “well capitalized”<br>institution.<br>• Ensure capital levels are commensurate with<br>the Company’s risk profile, capital stress test<br>projections, and strategic plan objectives.<br>THE COMPANY’S CAPITAL RATIOS ARE WELL<br>ABOVE REGULATORY WELL CAPITALIZED LEVELS<br>AS OF MARCH 31, 2025<br>• On a pro forma standalone basis, the Company<br>would be well capitalized if unrealized losses on<br>securities were realized at March 31, 2025.<br>CAPITAL MANAGEMENT ACTIONS<br>• During the first quarter, the Company paid a<br>common stock dividend of 34 cents per share,<br>which was an increase of 6.3% from the first<br>quarter of 2024 dividend amount.<br>• During the first quarter of 2025, the Company<br>paid dividends of $171.88 per outstanding share<br>of Series A Preferred Stock<br>At March 31,2025
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Including Sandy Spring franchise footprint<br>AUB FRANCHISE PERSPECTIVES
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16<br>VIRGINIA<br>NORTH CAROLINA<br>CHARLOTTE<br>WILMINGTON<br>MARYLAND<br>Atlantic Union: 130 Branches<br>Atlantic Union: 2 LPOs<br>Sandy Spring: 53 Branches<br>#1<br>Largest Regional Bank<br>in Mid-Atlantic1,2<br>22<br>Pro Forma MSAs of Operation<br>#1<br>Largest Regional Bank<br>in Virginia2<br>#1<br>Largest Regional Bank<br>in Maryland2<br>183<br>Pro Forma Branches<br>$38.4 billion<br>Pro Forma Assets<br>Source: SNL Financial Data,<br>Branch count, assets, loans and deposits proforma as if the acquisition closed on March 31 instead of April 1 and do not include any impacts from acquisition accounting or our expected sale of $2 billion of CRE loans. Market share as of September 2024 FDIC depository data with a<br>deposit cap of $5B per branch, See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>1. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>2. Regional banks defined as U.S. Banks with <$100 billion in assets<br>SUMMARY OF ATLANTIC UNION’S<br>MID-ATLANTIC PRESENCE Pro Forma Combined<br>ATTRACTIVE MARKET PRESENCE1<br>$31.7 billion<br>Pro Forma Deposits<br>$29.9 billion<br>Pro Forma Loans
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Source: Most recent data available from SNL Financial; Bureau of Economic Analysis; Bureau of Labor Statistics, Fortune.com, U.S. News & World Report; Forbes, CNBC, U.S. Small Business Administration, Business Facilities 17<br>AMONG THE MOST ATTRACTIVE<br>STATES IN USA FOR BUSINESS<br>Virginia rated 1<br>st in Workforce<br>Training and Cybersecurity, 2<br>nd<br>in Tech Talent Pipeline and 3<br>rd in<br>Business Climate<br>North Carolina rated 2<br>nd in<br>Business Climate<br>Virginia ranked 3<br>rd and Maryland<br>ranked 4<br>th in AI Growth Hubs<br># State March 2025<br>%<br>1 South Dakota 1.8<br>2 North Dakota 2.6<br>2 Vermont 2.6<br>4 Montana 2.7<br>5 Hawaii 2.9<br>5 Nebraska 2.9<br>7 Maryland 3.0<br>8 Minnesota 3.1<br># State Pop.<br>(Millions)<br>1 California 39.2<br>2 Texas 30.7<br>3 Florida 22.7<br>4 New York 19.6<br>5 Pennsylvania 13.0<br>6 Illinois 12.5<br>7 Ohio 11.8<br>8 Georgia 11.1<br># State HHI ($)<br>1 District of Columbia 98,916<br>2 Maryland 97,364<br>3 Massachusetts 96,584<br>4 New Jersey 96,278<br>5 New Hampshire 94,929<br>6 Washington 93,297<br>7 California 92,605<br>8 Hawaii 91,385<br># State GDP<br>($Billions)<br>1 California 4,103<br>2 Texas 2,709<br>3 New York 2,297<br>4 Florida 1,706<br>5 Illinois 1,137<br>6 Pennsylvania 1,024<br>7 Ohio 928<br>8 Georgia 882<br># State Pop.<br>(Millions)<br>9 North Carolina 10.9<br>10 Michigan 10.1<br>11 New Jersey 9.3<br>12 Virginia 8.8<br>13 Washington 7.9<br>14 Arizona 7.5<br>15 Tennessee 7.1<br>19 Maryland 6.2<br># State HHI ($)<br>9 Colorado 90,555<br>10 Connecticut 89,717<br>11 Virginia 89,172<br>12 Utah 88,438<br>13 Alaska 86,275<br>14 Minnesota 86,272<br>15 New York 81,057<br>37 North Carolina 71,489<br># State March 2025<br>%<br>8 New Hampshire 3.1<br>8 Utah 3.1<br>11 Virginia 3.2<br>11 Wisconsin 3.2<br>22 North Carolina 3.7<br>50 District of Columbia 5.6<br>National Rate 4.2<br># State GDP<br>($Billions)<br>9 Washington 854<br>10 New Jersey 847<br>11 North Carolina 839<br>12 Massachusetts 781<br>13 Virginia 764<br>14 Michigan 707<br>15 Colorado 553<br>18 Maryland 543<br>Ranked Virginia the Best State for<br>Business for 2024, 2021 and 2020<br>and 2nd best in 2023<br>North Carolina ranked 2nd best in 2024<br>and best in 2023<br>Maryland ranked 8th for Technology<br>and Innovation in 2024<br>Ranked Virginia the 4<br>th<br> Best State for<br>Business and North Carolina 1<br>st<br>Virginia has 854,172 small businesses —<br>99.6% of VA businesses<br>Maryland has 668,365 small businesses<br>— 99.6% of MD businesses<br>North Carolina has 1.1 million small<br>businesses — 99.6% of<br>NC businesses<br>MEDIAN HOUSEHOLD INCOME ($) 2024 POPULATION (MILLIONS)<br>2024 GDP UNEMPLOYMENT BY STATE<br>( $ B I LLI O N S )
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Source: SNL Financial; Bureau of Economic Analysis; Federal Reserve; Federal Government Employment excludes military personnel 18<br>AMONG THE MOST ATTRACTIVE<br>MARKETS IN USA<br># County 2025 ($)<br>1 Loudoun, VA 178,282<br>2 Falls Church, VA 177,401<br>3 Santa Clara, CA 158,751<br>4 San Mateo, CA 154,846<br>5 Los Alamos, NM 150,209<br>6 Fairfax, VA 150,142<br>7 Douglas, CO 149,907<br>8 Hunterdon, NJ 146,648<br># State Total Share of all Federal<br>Government (%)<br>Share of state<br>employment<br>(%)<br>% in National<br>Security<br>Agencies<br>1<br>District of<br>Columbia<br>162,144 7.23 21.2 28.5<br>2 California 147,487 6.58 0.8<br>3 Virginia 144,483 6.45 3.5 80.0<br>4 Maryland 142,876 6.37 5.3 39.2<br>5 Texas 129,738 5.79 0.9<br>6 Florida 94,014 4.19 0.9<br>7 Georgia 79,686 3.56 1.6<br>8 Pennsylvania 66,079 2.95 1.1<br>9 Washington 56,772 2.53 1.6<br>10 Ohio 55,487 2.48 1.0<br>11 New York 53,600 2.39 0.6<br>12 North Carolina 51,013 2.28 1.0<br># Metro Area February 2025<br>Rate %<br>8 Oklahoma City 3.4<br>8 Salt Lake City/Murray 3.4<br>8 Washington DC/Arlington/Alexandria 3.4<br>11 Minneapolis/St. Paul 3.5<br>11 Tulsa 3.5<br>11 Virginia Beach/Chesapeake/Norfolk 3.5<br># County 2025 ($)<br>9 Nantucket, MA 146,042<br>10 Fairfax, VA (City) 144,223<br>11 Summit, UT 142,844<br>12 Stafford, VA 142,519<br>13 Elbert, CO 141,524<br>14 San Francisco, CA 141,370<br>15 Marin, CA 140,592<br>LOWEST UNEMPLOYMENT RATES FOR LARGE METRO AREAS<br>MEDIAN HOUSEHOLD INCOME FEDERAL GOVERNMENT EMPLOYMENT<br># Metro Area February 2025<br>Rate %<br>1 Urban Honolulu 2.7<br>2 Nashville Davidson Franklin 2.9<br>3 Raleigh/Cary 3.0<br>4 Birmingham 3.2<br>4 Miami/Fort Lauderdale/West Palm Beach 3.2<br>6 Baltimore/Columbia/Towson 3.3<br>6 Richmond 3.3<br>Within Virginia, Maryland and North Carolina, we<br>operate in strong markets.<br>• 5 of top 11 lowest unemployment rates at<br>market level for large metro areas<br>• 5 of top 12 counties with highest median<br>household income in the country<br>Outside of Washington D.C., where we have a<br>limited presence, the share of Federal<br>Government employment as a % of overall state<br>employment is low.<br>• Virginia has a high percentage of employment<br>at national security agencies such as<br>Department of Navy, Department of Defense,<br>Department of the Army, Department of<br>Veterans Affairs, Department of the Air Force<br>and Department of Homeland Security
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19<br>GREATER WASHINGTON D.C. REGION MACROECONOMIC FACTORS<br>~3.4%<br>Unemployment Rate<br>vs. ~4.2% National Average1<br>~1.9%<br>Projected Population<br>Growth<br>From 2025 to 2030<br>~$715 Billion<br>GDP<br>2023Y<br>~$90.7K<br>Per Capita Disposable<br>Person Income<br>vs. ~$63.5K National Average2<br>7.5%<br>Vacancy Rate for Multi-Family Market<br>vs. 8.1% National Average1<br>~8.3%<br>Projected<br>Household Income Growth<br>From 2025 to 2030<br>Greater Washington D.C. region has been characterized by a steady ability to<br>adapt to economic changes over time<br>GREATER WASHINGTON D.C. REGION HIGHLIGHTS<br>Region benefits from one of the highest median incomes in the U.S., which<br>has supported a resilient consumer base<br>Multifamily vacancy rate and annual rent growth have yet to demonstrate a<br>material impact from the announced reductions in government contracts<br>and Federal workforce<br>Favorable housing dynamics from low new construction rates throughout the<br>region have constrained supply<br>Currently benefiting from return to office tailwinds, including move-ins from<br>other states as government office mandates go into effect<br>GREATER WASHINGTON D.C. REGION WORKFORCE HIGHLIGHTS<br>>60% of employees in Washington D.C. MSA have returned to office as of<br>April 2025, reaching a peak since 2020<br>Currently, Washington D.C. MSA tenants are raising the demand for premium<br>office space and renewals with the surge of return to office employees<br>Washington D.C. MSA benefits from a diverse, highly skilled and educated<br>workforce<br>Source: Federal Reserve Bank of Richmond, Kastle Systems Report, Bureau of Economic Analysis, CoStar<br>1. As of 2024YE<br>2. As of 2024, per capita disposable personal income is total disposable personal income divided by total midyear population<br>ECONOMIC UPDATES ON GREATER WASHINGTON D.C. REGION
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20<br>At March 31,2025<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio<br>2. AUB Only<br>Figures may not foot due to rounding. Loan data utilizes AUB’s loan classification methodology and is proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025. Figures do not include any impacts from<br>acquisition accounting or our expected sale of approximately $2 Billion of CRE loans. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>NON-OWNER OCCUPIED OFFICE CRE PORTFOLIO Pro Forma Combined Basis<br>NON-OWNER OCCUPIED OFFICE<br>GEOGRAPHICALLY DIVERSE NON PORTFOLIO CREDIT QUALITY -OWNER OCCUPIED OFFICE PORTFOLIO<br>* DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls<br>Church City, Arlington County, Alexandria City<br>( $ M I LLI O N S )<br>Avg. Office Loan ($ thousands) $1,963<br>Median Office Loan ($ thousands) $703<br>Loan Loss Reserve / Office Loans2 2.85%<br>NCOs / Office Loans1,2 -0.05%<br>Delinquencies / Office Loans 1.11%<br>NPL / Office Loans 0.01%<br>Criticized Loans / Office Loans 4.17%<br>Carolinas $290<br>Western VA $119<br>Fredericksburg Area $146<br>Central VA $89<br>Coastal VA $67<br>Baltimore Metro $143<br>DC Metro $458<br>Other Maryland $67<br>Eastern VA $49<br>Other $46<br>Total $1,474<br>District of Columbia $73<br>Suburban Maryland $204<br>Suburban Virginia $181<br>Total $458<br>BY MARKET DC METRO SUBMARKET* KEY PORTFOLIO METRICS
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21<br>MULTIFAMILY CRE PORTFOLIO Pro Forma Combined Basis<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Multifamily Portfolio<br>2. AUB Only<br>Figures may not foot due to rounding. Loan data utilizes AUB’s loan classification methodology and is proforma as if the acquisition of Sandy Spring closed on March 31, 2025 instead of April 1, 2025. Figures do not include any impacts from<br>acquisition accounting or our expected sale of approximately $2 Billion of CRE loans. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>Avg. Multifamily Loan ($ thousands) $3,291<br>Median Multifamily Loan ($ thousands) $792<br>Loan Loss Reserve / Multifamily Loans2 0.53%<br>NCOs / Multifamily Loans1,2 0.00%<br>Delinquencies / Multifamily Loans 0.19%<br>NPL / Multifamily Loans 0.07%<br>Criticized Loans / Multifamily Loans 2.30%<br>Carolinas $603<br>Western VA $283<br>Fredericksburg Area $62<br>Central VA $302<br>Coastal VA $245<br>Baltimore Metro $183<br>DC Metro $349<br>Other Maryland $29<br>Eastern VA $98<br>Other $88<br>Total $2,241<br>At March 31,2025<br>District of Columbia $282<br>Suburban Maryland $57<br>Suburban Virginia $10<br>Total $349<br>* DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls<br>Church City, Arlington County, Alexandria City<br>BY MARKET<br>MULTIFAMILY PORTFOLIO CREDIT<br>GEOGRAPHICALLY DIVERSE MULTIFAMILY PORTFOLIO QUALITY<br>DC METRO SUBMARKET* KEY PORTFOLIO METRICS<br>( $ M I LLI O N S )
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22<br>$770 million 1.18% $3.0 million<br>Total Amount of Loans Loan Loss Reserve/<br>Gov Con Loans1<br>Avg. Loan Size<br>0.0% 0.0% 10.1%<br>Non-Performing Loans Net Charge-Offs1,2 Criticized Loans/<br>Gov Con Loans<br>Source: Company Materials (as of 1Q’2025)<br>1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Government Contracting Portfolio<br>2. AUB Only<br>OVERVIEW OF GOVERNMENT-RELATED LOAN<br>PORTFOLIO EXPOSURES<br>Pro Forma Combined Basis<br>• Government Contracting team has<br>managed through government<br>shutdowns and sequestrations in the<br>past.<br>• Focus on national security agency and<br>defense industry contractors.<br>• Active monitoring of all published<br>notices of contract terminations or<br>stop work orders.<br>• Includes combined balances of<br>Atlantic Union and Sandy Spring as of<br>March 31. Does not include any<br>acquisition accounting impacts on<br>Sandy Spring portfolio. See the<br>information set forth on "Pro Forma<br>and Market and Industry Data" slide of<br>this presentation.<br>KEY METRICS OF GOVERNMENT CONTRACTING PORTFOLIO<br>As of March 31,2025
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SANDY SPRING MERGER<br>UPDATE
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24<br>ACQUISITION OF SANDY SPRING WAS SUCCESSFULLY<br>CLOSED ON APRIL 1, 2025<br>ACCELERATION OF<br>TRANSACTION CLOSING<br>• Transaction was closed on April 1st<br>• Expeditiously received regulatory and shareholder approvals; closed more than 1 quarter earlier than expected as of the October 2024 announcement<br>date<br>SETTLED COMMON EQUITY<br>FORWARD SALE<br>• Forward sale of common equity was physically settled in full on April 1st<br>• Net proceeds of approximately $385 million received before expenses<br>• Immediate positive impact to CET1 ratio<br>PROPOSED CRE LOAN SALE<br>IS UNDERWAY<br>• Launched CRE loan sale process of at least $2 billion immediately post-closing of the acquisition on April 1st<br>• Engagement with potential buyers are in-process; currently intend to complete loan sale by June 30th<br>• Positive impact to CRE concentration and loan / deposit ratio are expected<br>IMMEDIATE EXECUTION<br>OF INTEGRATION PLANNING • Earlier transaction closing is expected to allow an acceleration of the acquisition’s financial benefits in 2025<br>FINANCIALLY COMPELLING<br>• Key pro forma impacts expected to be approximately in-line with merger announcement estimates<br>• Transaction expected to exceed stated financial metrics goals for M&A
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25<br>$18.4<br>$9.5<br>$2.0<br>$18.5<br>4Q'24 1Q'25<br>130<br>53 129<br>183<br>4Q'24 1Q'25<br>$1.7<br>$0.7 $1.7<br>$2.5<br>4Q'24 1Q'25<br>$6.8<br>$6.7<br>$6.8<br>$13.5<br>4Q'24 1Q'25<br>$20.5<br>$11.2 $20.4<br>$31.7<br>4Q'24 1Q'25<br>$24.6<br>$13.8<br>$24.6<br>$38.4<br>4Q'24 1Q'25<br>( $ B I LLI O N S )<br>$27.9 / $29.9<br>Loans to<br>be sold<br>Legacy AUB Sandy Spring / Impact of Acquisition CRE Loan Sale Estimate<br>INCREASING SCALE WITH SANDY SPRING<br>1. Sum of balances of Atlantic Union and Sandy Spring, and not including any impacts from acquisition accounting. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>TOTAL PRO FORMA ASSETS1 PRO FORMA LOANS HFI 1 PRO FORMA DEPOSITS1<br>( $ B I LLI O N S ) ( $ I N B I LLI O N S )<br>( $ B I LLI O N S )<br>PRO FORMA WEALTH AUM PRO FORMA TANGIBLE COMMON EQUITY PRO FORMA NUMBER OF BRANCHES<br>( $ B I LLI O N S ) ( $ I N B I LLI O N S )
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26<br>FINANCIALLY COMPELLING TRANSACTION Pro Forma Company1<br>1. Estimated financial impact is presented for illustrative purposes only. Pro Forma data is subject to various assumptions and uncertainties. Metrics based on post closing of proposed ~$2 Billion CRE loan sale. There is no assurance that we<br>will close the CRE loan sale when expected or at all. See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>2. Regional banks defined as U.S. Banks with <$100 billion in assets; Mid-Atlantic defined as Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia<br>3. Prior to any risk-weighted asset growth<br>4. Earnback period calculation is based on the crossover method<br>LEADING REGIONAL PRESENCE<br>Dense, uniquely valuable presence<br>across attractive markets<br>$11.2 billion<br>Deposits added in Northern Virginia,<br>Maryland and Washington D.C.<br>183<br>Pro Forma Branches<br>#1<br>Largest Regional Bank in Mid-Atlantic2<br>FINANCIAL STRENGTH<br>Solid balance sheet & capital levels<br>~10.0% at Q2 2025<br>Pro Forma CET1 Ratio<br>~14.0% at Q2 2025<br>Pro Forma Total Risk-Based Capital Ratio<br>87%<br>Pro Forma Loan-to-Deposit Ratio<br>STRONG GROWTH POTENTIAL<br>Organic & acquisition opportunities<br>$13.5 billion<br>Combined Wealth AUM<br>+107bps<br>2026E CET1 Generation from<br>Core Retained Earnings3<br>+159bps<br>CET1 Generation Over Next Three Years<br>Through Interest Rate Mark Accretion3<br>PEER-LEADING PERFORMANCE<br>Committed to top-tier financial<br>performance<br>20%+<br>Pro Forma ROTCE (2026E)<br>1.50%+<br>Pro Forma ROAA (2026E)<br>~45%<br>Pro Forma Efficiency Ratio (2026E)<br>ATTRACTIVE FINANCIAL PROFILE<br>Solid dividend yield & payout ratio with<br>earnings upside<br>28%<br>EPS Accretion (2026E)<br>2.1 Yrs<br>TBV Earnback4<br>24%<br>IRR<br>SHAREHOLDER VALUE PROPOSITION
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27<br>1. Estimated financial impact is presented for illustrative purposes only. Pro Forma data is subject to various assumptions and uncertainties. Metrics<br>based on post closing of proposed ~$2 billion CRE loan sale. There is no assurance that we will close the CRE loan sale when expected or at all.<br>2. Earnback period calculation is based on the crossover method<br>UPDATE ON KEY TRANSACTION METRICS<br>METRIC AT ANNOUNCEMENT 1 AT CLOSE1<br>CLOSING DATE By the end of Q3’25 April 1, 2025<br>CORE SYSTEM CONVERSION TIMING February 2026 October 2025<br>COST SAVINGS 27% 27%<br>ONE-TIME MERGER EXPENSES $115 million after-tax $115 million after-tax<br>TOTAL TRANSACTION VALUE $1.6 billion $1.3 billion<br>PRICE / TBV 1.28x 1.06x<br>PRICE / 2025E EPS 13.5x 10.8x<br>EPS ACCRETION (2026E) 23% 28%<br>TBV DILUTION AT CLOSE / EARN BACK2<br>(8.2)% / 2.0 Years (11.2)% / 2.1 Years<br>CET1 RATIO 10.0% ~10.0% at Q2 2025<br>CRE / TRBC RATIO (BANK LEVEL)1 285% 292%<br>LOAN / DEPOSIT RATIO1 87% 87%<br>ROAA (2026E) 1.50% 1.50%+<br>ROATCE (2026E) 20% 20%+<br>EFFICIENCY RATIO (2026E) 44% ~45%<br>• Closing occurred earlier than<br>anticipated at announcement<br>• Expect an acceleration of the<br>acquisition’s financial benefits in<br>2025<br>• Financial returns meet<br>Company’s stated financial<br>metrics goals for M&A
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28<br>Closed acquisition of Sandy Spring (4/1) Planning to Sell approximately $2 billion of CRE Loans<br>as Previously Announced<br>Settled forward sale of common equity (4/1) Sale Perimeter Expected to be Similar to Pre-Announcement Estimates<br>Repositioned Sandy Spring security portfolio Launched Process Immediately Post-Close on 4/1<br>Began CRE loan sale process Intend to Complete Sale by 6/30<br>Finalized plan for integration<br>Recent Integration Roadmap Updates<br>RECENTLY COMPLETED INTERGRATION MILESTONES KEY UPDATES ON CRE LOAN SALE PROCESS
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29<br>Core Cash Earnings (Excl. Loan Rate FMV Accretion that will convert to Core Cash Earnings)<br>Loan Interest Rate FMV Adjustment Accretion that will convert to Core Cash Earnings2<br>Loan Interest Rate FMV Adjustment Accretion2<br>Total Core Cash Earnings<br>Loan Non-PCD Credit Mark Accretion2<br>Projected Loan Interest Rate Mark Accretion Conversion<br>1. Sandy Spring loan interest rate fair market value (FMV) adjustment accretion and non-PCD credit mark accretion of 7-years sum-of-years digits to approximate estimated loan cash flows. Total loan interest rate FMV adjustment of $709MM<br>pre-tax and $546MM after-tax. Total non-PCD credit mark accretion of $103MM pre-tax and $79MM after-tax.<br>2. Illustrates impact from Sandy Spring and the Company’s prior acquisitions including American National. Numbers may not foot due to rounding.<br>See the information set forth on "Pro Forma and Market and Industry Data" slide of this presentation<br>KEY OBSERVATIONS AND ASSUMPTIONS PROJECTED PRO FORMA EARNINGS COMPOSITION1<br>Large Core Cash<br>Earnings<br>Composition<br>Core cash earnings represents<br>majority of overall earnings<br>Loan Fair Market Value (“FMV”)<br>adjustment represents<br>comparatively smaller portion<br>Conversion of Loan<br>FMV Accretion to<br>Core Cash Earnings<br>Loan portfolio will reprice at market<br>rate yields, effectively converting<br>loan interest rate FMV accretion to<br>core cash earnings<br>Projected<br>Declining Loan<br>FMV Accretion<br>Loan FMV adjustment accretion<br>composition will decline over time as<br>acquired loans mature<br>Small Non-PCD<br>Credit Mark<br>Accretion<br>Non-PCD credit mark accretion<br>represents smaller portion relative to<br>loan interest rate FMV adjustment<br>69% 72% 73% 75% 76% 77% 78% 79%<br>4%<br>8%<br>12%<br>14%<br>16%<br>19%<br>21%<br>28%<br>21%<br>16%<br>12%<br>9%<br>6% 4% 3% 2% 2% 1% 1% 3% 0%<br>2025 Annual. 2026 2027 2028 2029 2030 2031 2032<br>~69%<br>~76%<br>~81%<br>~87%<br>~90%<br>~93% ~97% ~100%
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30<br>Combined Projected AUB/SASR<br>at Q2 2025<br>AUB Stand Alone as of Q1 2025<br>10.0%<br>10.1%<br>0.2%<br>(0.2%)<br>0.0%<br>Q4'24 Net Income Dividend on Common Stock<br>etc.<br>RWA 1Q'25 Illustrative Post M&A Close and<br>CRE Loan Sale<br>~10.0%<br>M&A Close<br>Settlement of<br>Forward Sale<br>CRE Loan Sale<br>Q2 2025 Retained<br>Earnings<br>CET1 Ratio Waterfall<br>Figures may not foot due to rounding<br>Q4 2024 Q1 2025 Illustrative Estimated Q2 2025 Post<br>M&A Close and CRE Loan Sale
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31<br>1. Information on this slide is presented as of April 24, 2025, reflects the Company’s updated financial outlook, certain of the Company’s financial<br>targets, and key economic and other assumptions, and will not be updated or affirmed unless and until the Company publicly announces such an<br>update or affirmation. The adjusted operating noninterest expense outlook excludes amortization of intangible assets, merger-related costs, and FDIC<br>special assessments, and the adjusted operating noninterest income outlook excludes gains and losses on the sale of securities or loans. The FY<br>2025 financial outlook, the Company’s financial targets and the key economic assumptions contain forward-looking statements. These statements<br>are based on current beliefs and expectations of our management and are subject to significant risks and uncertainties, including, but not limited to,<br>volatility and uncertainty in the macroeconomic environment, changes in federal and state governmental policies, the imposition or expansion of<br>tariffs, sustained inflationary pressures, recessionary conditions, and geopolitical instability. As a result, actual results or conditions may differ<br>materially. See the information set forth below the heading “Forward-Looking Statements” on slide 2 of this presentation.<br>2. Refer to “Additional Information” slide and Appendix for non-GAAP disclosures.<br>3. Includes preliminary estimates of accretion income from the Sandy Spring acquisition which are subject to change.<br>2025 FINANCIAL OUTLOOK1<br>• 2025 outlook includes nine months<br>impact of the Sandy Spring acquisition<br>in results<br>• Assumes the proposed CRE loan sale<br>closes by June 30, 2025<br>• The outlook includes preliminary<br>estimates of merger-related purchase<br>accounting adjustments with respect to<br>the Sandy Spring acquisition that are<br>subject to change<br>• The Federal Reserve Bank cuts the Fed<br>Funds rate by 25 bps three times in<br>2025 starting in June<br>• Assumes slower GDP growth but not<br>forecasting recession in 2025<br>• Expect Virginia, Maryland and North<br>Carolina unemployment rate to rise but<br>remain below the national<br>unemployment rate in 2025<br>Loans (end of period) $28.0 – 29.0 billion<br>Deposits (end of period) $31.0 – 32.0 billion<br>Credit Outlook<br>ACL to loans: ~120 – 130 bps<br>Net charge-off ratio: ~15 – 25 bps<br>Net Interest Income (FTE) 2,3 ~$1.15 - $1.25 billion<br>Net Interest Margin (FTE)2,3 ~3.75% - 4.00%<br>Adjusted Operating Noninterest Income2 ~$165 - $185 million<br>Adjusted Operating Noninterest Expense2<br>(excludes amortization of intangible assets) ~$665- $685 million<br>Amortization of intangible assets ~$55 million<br>KEY ASSUMPTIONS1<br>FULL YEAR 2025 OUTLOOK1<br>Inclusive of Sandy Spring beginning April 1st
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Q1 2025<br>APPENDIX
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33<br>FEDERAL RESERVE BANK OF RICHMOND<br>TARIFF ANALYSIS OF 5th<br> DISTRICT • As of April 9, tariffs are not expected to<br>have a disproportionate impact on<br>AUB’s markets.<br>• Industries directly impacted by higher<br>tariffs include: textile manufacturing,<br>furniture production, fabricated<br>metals, wood products,<br>miscellaneous manufacturing and<br>agricultural support activities.<br>− AUB has limited exposure to these<br>industries and markets<br>• https://www.richmondfed.org/publicat<br>ions/research/economic_brief/2025/<br>Sources: Census Bureau International Trade Data and authors’ calculations.<br>FIGURE 4C: AVERAGE EFFECTIVE TARIFF RATE BY COUNTY<br>S C E N A R I O 2 , F I F T H F E D E R A L R E S E R V E D I S T R I C T<br>AVERAGE TARIFF LEVEL
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34<br>NIB Demand<br>23%<br>Interest Bearing<br>Demand<br>22%<br>Money Market<br>23%<br>Savings<br>9%<br>Time<br>18%<br>Brokered<br>NIB Demand 4%<br>22%<br>Interest Bearing<br>Demand<br>26% Money Market<br>22%<br>Savings<br>5%<br>Time<br>19%<br>Brokered<br>5%<br>NIB Demand<br>25%<br>Interest Bearing<br>Demand<br>14%<br>Money Market<br>25%<br>Savings<br>16%<br>Time<br>17%<br>Brokered<br>3%<br>PRO FORMA AFTER PROPOSED $2 BILLION LOAN SALE1<br>$11.2<br>billion<br>COST: 2.41%<br>$20.5<br>billion<br>COST: 2.29%<br>$31.7<br>billion<br>COST: 2.31%<br>LOANS<br>DEPOSITS<br>PRO FORMA LOAN AND DEPOSIT MIX AT MARCH 31, 2025<br>Financial data as of the quarter ended 3/31/2025. Numbers may not foot due to rounding. Estimated financial impact is presented for illustrative purposes only. Pro Forma data is subject to various assumptions and uncertainties. See the<br>information set forth on "Pro Forma and Market and Industry Data" slide of this presentation.<br>1. CRE loan sale is currently on track and expected to close by 6/30/2025. There is no assurance that we will close the CRE loan sale when expected or at all.<br>2. Pro forma loan yield of 6.1% on a stated basis<br>C&D<br>10%<br>OO-CRE<br>15%<br>C&I<br>19%<br>Other Comm.<br>4%<br>Non-OO CRE<br>25%<br>Multifamily<br>7%<br>1 - 4 Family Cons.<br>10%<br>1 - 4 Resi<br>8%<br>Auto<br>1%<br>Other Cons.<br>0%<br>$27.9<br>billion<br>YIELD: 6.1%1<br>C&D<br>13%<br>OO-CRE<br>15%<br>C&I<br>13%<br>Other Comm.<br><1%<br>Non-OO CRE<br>30%<br>Multifamily<br>6%<br>1 - 4 Family Cons.<br>14%<br>1 - 4 Resi<br>7%<br>Auto<br><1%<br>Other Cons.<br><1%<br>C&D<br>7%<br>OO-CRE<br>13%<br>C&I<br>21%<br>Other Comm.<br>6%<br>Non-OO CRE<br>28%<br>1 - 4 Family Cons.<br>7%<br>Auto<br>2%<br>Other Cons.<br>1%<br>$18.4<br>billion<br>Yield: 6.0%<br>Multifamily<br>8%<br>1 - 4 Resi<br>8%<br>$11.4<br>billion<br>Yield: 5.3%
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Figures may not foot due to rounding 35<br>AUB COMMERCIAL REAL ESTATE (“CRE”) PORTFOLIO<br>At March 31,2025<br>Total Non-Owner<br>Occupied CRE<br>27.5%<br>Owner<br>Occupied CRE<br>12.8%<br>Construction<br>and Land<br>Development<br>7.1%<br>Multifamily<br>Real Estate<br>8.3%<br>Residential 1-4 Family<br>- Commercial<br>4.0%<br>All Other<br>Loans<br>40.2%<br>$18.4B<br>Total<br>Loans<br>Total Outstandings % of Portfolio<br>Hotel/Motel B&B $985 5.3%<br>Industrial/Warehouse $965 5.2%<br>Office $825 4.5%<br>Retail $1,121 6.1%<br>Self Storage $486 2.6%<br>Senior Living $371 2.0%<br>Other $319 1.7%<br>Total Non-Owner Occupied CRE $5,073 27.5%<br>Owner Occupied CRE $2,364 12.8%<br>Construction and Land Development $1,306 7.1%<br>Multifamily Real Estate $1,532 8.3%<br>Residential 1-4 Family - Commercial $738 4.0%<br>Total CRE $11,012 59.8%<br>CRE BY CLASS<br>$ I N M I LLI O N S
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36<br>AUB DIVERSIFIED AND GRANULAR LOAN PORTFOLIO<br>Figures may not total to 100% due to rounding<br>Duration and Weighted Average Yield Data is as of or for the three months ended March 31, 2025<br>Duration<br>Q1 2025 Weighted Average Yield (Tax Equivalent)<br>1.1 years<br>6.01%<br>C&D 7.1%<br>Owner Occupied<br>CRE<br>12.8%<br>C&I<br>20.7%<br>Other Commercial<br>6.2% Commercial 1-4 Family<br>4.0%<br>Non-Owner<br>Occupied CRE<br>27.5%<br>Multifamily RE<br>8.3%<br>Consumer 1-4 Family<br>7.0%<br>Residential 1-4 family<br>- Revolving 4.2%<br>Auto<br>1.5%<br>Consumer<br>0.5%<br>Retail<br>22.1%<br>Office<br>16.3%<br>Industrial/<br>Warehouse 19.0%<br>Hotel, Motel, B&B<br>19.4%<br>Senior Living<br>7.3%<br>Self Storage<br>9.6%<br>Other<br>6.3%<br>TOTAL LOAN PORTFOLIO $18.4 BILLION NON-OWNER OCCUPIED CRE COMPOSITION $5.1 BILLION<br>Total Portfolio Characteristics<br>At March 31,2025
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37<br>ATTRACTIVE CORE DEPOSIT BASE – AUB ONLY<br>Cost of deposit data is as of and for the three months ended March 31, 2025<br>1. Core deposits defined as total deposits less jumbo time deposits and brokered deposits<br>Non-Interest Bearing<br>22%<br>Interest Checking<br>26%<br>Money Market<br>22%<br>Retail Time<br>14%<br>Jumbo Time<br>6%<br>Brokered<br>5%<br>Savings<br>5%<br>DEPOSIT BASE CHARACTERISTICS DEPOSIT COMPOSITION AT MARCH 31, 2025 — $20.5 BILLION<br>89%<br> core deposits1<br>48%<br>transactional accounts<br>2.29%<br>Q1 2025 cost of deposits
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38<br>GRANULAR DEPOSIT BASE - AUB ONLY<br>CUSTOMER DEPOSIT GRANULARITY<br>PERIOD END UNINSURED & UNCOLLATERALIZED DEPOSITS<br>AS A PERCENTAGE OF TOTAL DEPOSITS<br>$19,000 $20,000 $20,000<br>$100,000 $94,000 $98,000<br>Q1 2024 Q4 2024 Q1 2025<br>Retail Avg. Deposits Acct Size Business Avg. Deposits Acct Size<br>( $ M I LLI O N S )<br>29%<br>27% 27%<br>29% 30%<br>$5,094<br>$5,375<br>$5,551<br>$5,992 $6,060<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
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39<br>Cash and Cash<br>Equivalents<br>(unrestricted)<br>$447<br>Unencumbered<br>Securities<br>$1,131<br>FHLB Borrowing<br>Capacity<br>$2,506<br>Fed Funds Lines<br>$597 Discount Window<br>$2,840<br>Secondary Sources<br>$971<br>AUB LIQUIDITY POSITION<br> Includes brokered deposits and other sources of liquidity<br>Figures may not foot due to rounding<br>Liquidity<br>Sources<br>Total<br>$8.5<br>billion<br>At March 31,2025<br>TOTAL LIQUIDITY SOURCES OF<br>$8.5 BILLION<br>~140% Liquidity Coverage Ratio of<br>Uninsured/Uncollateralized Deposits of $6.1 billion<br>($ MILLIONS)
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40<br>SECURITIES PORTFOLIO – AUB ONLY<br>• Total securities portfolio of $3.3 billion with<br>a total unrealized loss of $429.9 million<br>– 78% of total portfolio book value in<br>available-for-sale at an unrealized loss<br>of $381.3 million<br>– 22% of total portfolio book value<br>designated as held-to-maturity with an<br>unrealized loss of $48.6 million<br>• Total effective duration of approximately 4.8<br>years. Securities portfolio is used<br>defensively to neutralize overall asset<br>sensitive interest rate risk profile<br>• ~36% municipals, ~60% treasuries, agency<br>MBS/CMOs and ~4% corporates and other<br>investments<br>• ~16% of the total portfolio are variable rate<br>securities - primarily agency MBS/CMOs<br>and corporates<br>• Securities to total assets of 13.4% as of<br>March 31, 2025, up from 13.2% on<br>December 31, 2024<br>$3,031<br>$3,246<br>$3,305<br>1Q 2024 4Q 2024 1Q 2025<br>3.72% Yield<br>3.87% Yield<br>4.07% Yield<br>INVESTMENT SECURITIES BALANCES<br>Total AFS (fair value) and HTM (carrying value)<br>At March 31,2025<br>( $ M I LLI O N S )
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41<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>We have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures<br>are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable<br>measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of<br>other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and<br>show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying<br>performance or show the potential effects of accumulated other comprehensive income or unrealized losses on held to maturity securities on our capital.
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42<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Adjusted operating measures exclude, as<br>applicable, merger-related costs, and (loss) gain<br>on sale of securities. The Company believes<br>these non-GAAP adjusted measures provide<br>investors with important information about the<br>continuing economic results of the Company’s<br>operations. The Company believes net interest<br>income (FTE), total revenue (FTE), and total<br>adjusted revenue (FTE), which are used in<br>computing net interest margin (FTE), efficiency<br>ratio (FTE) and adjusted operating efficiency ratio<br>(FTE), provide valuable additional insight into the<br>net interest margin and the efficiency ratio by<br>adjusting for differences in tax treatment of<br>interest income sources. The entire FTE<br>adjustment is attributable to interest income on<br>earning assets, which is used in computing the<br>yield on earning assets. Interest expense and the<br>related cost of interest-bearing liabilities and<br>cost of funds ratios are not affected by the FTE<br>components. The adjusted operating efficiency<br>ratio (FTE) excludes, as applicable, the<br>amortization of intangible assets, merger-related<br>costs, and (loss) gain on sale of securities. This<br>measure is similar to the measure used by the<br>Company when analyzing corporate<br>performance and is also similar to the measure<br>used for incentive compensation. The Company<br>believes this adjusted measure provides<br>investors with important information about the<br>continuing economic results of the Company’s<br>operations.<br>ADJUSTED OPERATING EARNINGS AND EFFICIENCY RATIO<br>(Dollars in thousands, except per share amounts)<br>For the three months ended<br>March 31, 2025 December 31, 2024<br>Operating Measures<br>Net Income (GAAP) $ 49,818 $ 57,785<br>Plus: Merger-related costs, net of tax 4,643 6,592<br>Less: (Loss) gain on sale of securities, net of tax (81) 13<br>Adjusted operating earnings (non-GAAP) $ 54,542 $ 64,364<br>Less: Dividends on preferred stock 2,967 2,967<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 51,575 $ 61,397<br>Weighted average common shares outstanding, diluted 90,072,795 91,533,273<br>EPS available to common shareholders, diluted (GAAP) $ 0.52 $ 0.60<br>Adjusted operating EPS available to common shareholders (non-GAAP) $ 0.57 $ 0.67<br>Operating Efficiency Ratio<br>Noninterest expense (GAAP) $ 134,184 $ 129,675<br>Less: Amortization of intangible assets 5,398 5,614<br>Less: Merger-related costs 4,940 7,013<br>Adjusted operating noninterest expense (non-GAAP) $ 123,846 $ 117,048<br>Noninterest income (GAAP) $ 29,163 $ 35,227<br>Less: (Loss) gain on sale of securities (102) 17<br>Adjusted operating noninterest income (non-GAAP) $ 29,265 $ 35,210<br>Net interest income (GAAP) $ 184,164 $ 183,248<br>Noninterest income (GAAP) 29,163 35,227<br>Total revenue (GAAP) $ 213,327 $ 218,475<br>Net interest income (FTE) (non-GAAP) $ 187,921 $ 187,039<br>Adjusted operating noninterest income (non-GAAP) 29,265 35,210<br>Total adjusted revenue (FTE) (non-GAAP) $ 217,186 $ 222,249<br>Efficiency ratio (GAAP) 62.90% 59.35%<br>Efficiency ratio FTE (non-GAAP) 61.81% 58.34%<br>Adjusted operating efficiency ratio (FTE) (non-GAAP) 57.02% 52.67%
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43<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>The Company believes net interest<br>income (FTE), total revenue (FTE),<br>and total adjusted revenue (FTE),<br>which are used in computing net<br>interest margin (FTE), efficiency ratio<br>(FTE) and adjusted operating<br>efficiency ratio (FTE), provide<br>valuable additional insight into the<br>net interest margin and the efficiency<br>ratio by adjusting for differences in<br>tax treatment of interest income<br>sources. The entire FTE adjustment<br>is attributable to interest income on<br>earning assets, which is used in<br>computing the yield on earning<br>assets. Interest expense and the<br>related cost of interest-bearing<br>liabilities and cost of funds ratios are<br>not affected by the FTE components.<br>NET INTEREST MARGIN<br>(Dollars in thousands)<br>For the three months ended<br>March 31, 2025 December 31, 2024<br>Net interest income (GAAP) $ 184,164 $ 183,248<br>FTE adjustment 3,757 3,791<br>Net interest income (FTE) (non-GAAP) $ 187,921 $ 187,039<br>Noninterest income (GAAP) 29,163 35,227<br>Total revenue (FTE) (non-GAAP) $ 217,084 $ 222,266<br>Average earning assets $ 22,101,074 $ 22,373,970<br>Net interest margin (GAAP) 3.38% 3.26%<br>Net interest margin (FTE) (non-GAAP) 3.45% 3.33%
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44<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO<br>(Dollars in thousands, except per share amounts)<br>As of March 31, 2025<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Tangible Assets<br>Ending Assets (GAAP) $ 24,632,611 $ 24,519,580<br>Less: Ending goodwill 1,214,053 1,214,053<br>Less: Ending amortizable intangibles 79,165 79,165<br>Ending tangible assets (non-GAAP) $ 23,339,393 $ 23,226,362<br>Tangible Common Equity<br>Ending equity (GAAP) $ 3,185,216 $ 3,485,558<br>Less: Ending goodwill 1,214,053 1,214,053<br>Less: Ending amortizable intangibles 79,165 79,165<br>Less: Perpetual preferred stock 166,357 —<br>Ending tangible common equity (non-GAAP) $ 1,725,641 $ 2,192,340<br>Net unrealized losses on HTM securities, net of tax $ (48,647) $ (48,647)<br>Accumulated other comprehensive loss (AOCI) $ (333,715) $ (333,715)<br>Common shares outstanding at end of period 89,340,541<br>Average equity (GAAP) $ 3,183,846 $ 3,485,351<br>Less: Average goodwill 1,214,053 1,214,053<br>Less: Average amortizable intangibles 81,790 81,790<br>Less: Average perpetual preferred stock 166,356 —<br>Average tangible common equity (non-GAAP) $ 1,721,647 $ 2,189,508<br>Common equity to total assets (GAAP) 12.3% 14.2%<br>Tangible equity to tangible assets (non-GAAP) 8.1% 9.4%<br>Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.9% 9.2%<br>Tangible common equity to tangible assets (non-GAAP) 7.4% 9.4%<br>Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.2% 9.2%<br>Tangible common equity to tangible assets, ex AOCI (non-GAAP) 8.8%<br>Book value per common share (GAAP) $ 33.79<br>Tangible book value per common share (non-GAAP) $ 19.32<br>Tangible book value per common share, ex AOCI (non-GAAP) $ 23.06<br>Leverage Ratio<br>Tier 1 capital $ 2,241,189 $ 2,543,039<br>Total average assets for leverage ratio $ 23,705,502 $ 23,589,891<br>Leverage ratio 9.5% 10.8%<br>Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.8% 9.2%<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability,<br>capital, and per share ratios. The Company<br>believes tangible assets, tangible common<br>equity and the related ratios are meaningful<br>measures of capital adequacy because they<br>provide a meaningful base for period-to-period<br>and company-to-company comparisons, which<br>the Company believes will assist investors in<br>assessing the capital of the Company and its<br>ability to absorb potential losses. The Company<br>believes tangible common equity is an important<br>indication of its ability to grow organically and<br>through business combinations, as well as its<br>ability to pay dividends and to engage in various<br>capital management strategies. The Company<br>also calculates adjusted tangible common<br>equity to tangible assets ratios to exclude AOCI,<br>which is principally comprised of unrealized<br>losses on AFS securities, and to include the<br>impact of unrealized losses on HTM securities.<br>The Company believes that each of these ratios<br>enables investors to assess the Company's<br>capital levels and capital adequacy without the<br>effects of changes in AOCI, some of which are<br>uncertain and difficult to predict, or assuming<br>that the Company realized all previously<br>unrealized losses on HTM securities at the end of<br>the period, as applicable.
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45<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>RISK-BASED CAPITAL RATIOS<br>(Dollars in thousands)<br>As of March 31, 2025<br>Atlantic Union<br>Bankshares<br>Atlantic Union<br>Bank<br>Risk-Based Capital Ratios<br>Net unrealized losses on HTM securities, net of tax $ (48,647) $ (48,647)<br>Accumulated other comprehensive loss (AOCI) $ (333,715) $ (333,715)<br>Common equity tier 1 capital $ 2,074,833 $ 2,543,039<br>Tier 1 capital $ 2,241,189 $ 2,543,039<br>Total capital $ 2,860,226 $ 2,748,949<br>Total risk-weighted assets $ 20,613,579 $ 20,501,996<br>Common equity tier 1 capital ratio 10.1% 12.4%<br>Common equity tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 8.2% 10.5%<br>Tier 1 capital ratio 10.9% 12.4%<br>Tier 1 capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 9.0% 10.5%<br>Total capital ratio 13.9% 13.4%<br>Total capital ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 12.0% 11.5%<br>All regulatory capital ratios at March 31, 2025 are<br>estimates and subject to change pending the<br>Company’s filing of its FR Y-9C. In addition to<br>these regulatory capital ratios, the Company<br>adjusts certain regulatory capital ratios to<br>include the impacts of AOCI, which the<br>Company has elected to exclude from regulatory<br>capital ratios under applicable regulations, and<br>net unrealized losses on HTM securities,<br>assuming that those unrealized losses were<br>realized at the end of the period, as applicable.<br>The Company believes that each of these ratios<br>help investors to assess the Company's<br>regulatory capital levels and capital adequacy.
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46<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>OPERATING MEASURES<br>(Dollars in thousands)<br>For the three months ended<br>March 31, 2025 December 31, 2024<br>Return on average assets (ROA)<br>Average assets (GAAP) $ 24,678,974 $ 24,971,836<br>ROA (GAAP) 0.82% 0.92%<br>Adjusted operating ROA (non-GAAP) 0.90% 1.03%<br>Return on average equity (ROE)<br>Adjusted operating earnings available to common shareholders (non-GAAP) $ 51,575 $ 61,397<br>Plus: Amortization of intangibles, tax effected 4,264 4,435<br>Adjusted operating earnings available to common shareholders before amortization of intangibles<br>(non-GAAP) $ 55,839 $ 65,832<br>Average equity (GAAP) $ 3,183,846 $ 3,177,934<br>Less: Average goodwill 1,214,053 1,212,724<br>Less: Average amortizable intangibles 81,790 87,274<br>Less: Average perpetual preferred stock 166,356 166,356<br>Average tangible common equity (non-GAAP) $ 1,721,647 $ 1,711,580<br>ROE (GAAP) 6.35% 7.23%<br>Return on tangible common equity (ROTCE)<br>Net Income available to common shareholders (GAAP) $ 46,851 $ 54,818<br>Plus: Amortization of intangibles, tax effected 4,264 4,435<br>Net Income available to common shareholders before amortization of intangibles (non-GAAP) $ 51,115 $ 59,253<br>ROTCE (non-GAAP) 12.04% 13.77%<br>Adjusted operating ROTCE (non-GAAP) 13.15% 15.30%<br>Tangible assets and tangible common equity are<br>used in the calculation of certain profitability,<br>capital, and per share ratios. The Company<br>believes tangible assets, tangible common<br>equity and the related ratios are meaningful<br>measures of capital adequacy because they<br>provide a meaningful base for period-to-period<br>and company-to-company comparisons, which<br>the Company believes will assist investors in<br>assessing the capital of the Company and its<br>ability to absorb potential losses. The Company<br>believes tangible common equity is an important<br>indication of its ability to grow organically and<br>through business combinations as well as its<br>ability to pay dividends and to engage in various<br>capital management strategies. The Company<br>believes that ROTCE is a meaningful supplement<br>to GAAP financial measures and is useful to<br>investors because it measures the performance<br>of a business consistently across time without<br>regard to whether components of the business<br>were acquired or developed internally. Adjusted<br>operating measures exclude, as applicable,<br>merger-related costs, (loss) gain on sale of<br>securities, and amortization of intangible assets.<br>The Company believes these non-GAAP adjusted<br>measures provide investors with important<br>information about the continuing economic<br>results of the Company’s operations.
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47<br>RECONCILIATION OF NON-GAAP DISCLOSURES<br>Pre-tax pre-provision adjusted earnings<br>excludes, as applicable, the provision for credit<br>losses, which can fluctuate significantly from<br>period-to-period under the CECL methodology,<br>income tax expense, merger-related costs, and<br>(loss) gain on sale of securities. The Company<br>believes this adjusted measure provides<br>investors with important information about the<br>continuing economic results of the Company’s<br>operations.<br>PRE-TAX PRE-PROVISION ADJUSTED OPERATING EARNINGS<br>(Dollars in thousands)<br>For the three months ended<br>March 31, 2025 December 31, 2024<br>Net income (GAAP) $ 49,818 $ 57,785<br>Plus: Provision for credit losses 17,638 17,496<br>Plus: Income tax expense 11,687 13,519<br>Plus: Merger-related costs 4,940 7,013<br>Less: (Loss) gain on sale of securities (102) 17<br>PTPP adjusted operating earnings (non-GAAP) $ 84,185 $ 95,796
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