AUB-PA

MKT CAP $3.3BP/E 6.9DIV YIELD 6.22%FCF YIELD —REV TTM —NET INCOME $487.3M +139.1%NET CASH $214.6M52W 22.88 – 25.11SEC XBRL · TTM TO Invalid Date

How AUB-PA rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

of sentences unchanged

Added

776

new sentences

Dropped

1119

sentences removed

Length

−42,483

words, now 28,684

New in FY2025

Item 1A—Risk Factors.” Risks Related to Our Lending Activities ● Our ACL may be insufficient to absorb credit losses in our loan portfolio. ● E vents that negatively impact the real estate market could hurt our business. ● Our loan portfolio contains CRE, construction and development loans and commercial and industrial loans, which may expose us to additional credit risks, and may adversely affect our results of operations and financial condition. ● The loans we make through federal programs are dependent on the federal government’s continuation and support of these programs and on our compliance with program requirements. ● We use independent appraisals and other valuation techniques in evaluating and monitoring loans secured by real estate and other real estate owned, which may not accurately describe the net value of the asset. ● If we fail to effectively manage credit risk, our business and financial condition will suffer. ● Our lending to small to mid-sized community-based businesses may increase our credit risk. ● Nonperforming assets may adversely affect our business, results of operations, and financial condition. ● Our mortgage revenue is cyclical and sensitive to interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits, and w e may be required to repurchase mortgage loans or indemnify buyers against losses, which could harm our liquidity, results of operations and financial condition. ● We are subject to environmental risks. Risks Related to Our Business, Industry, Markets and Market Interest Rates ● Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, developments impacting the financial services industry specifically and economic conditions. ● We may not be able to maintain a strong core deposit base or access other low-cost funding sources. ● We face substantial competition that could adversely affect our growth and/or operating results. ● Consumers may decide not to use banks, which could materially adversely affect our financial condition and results. ● Changes in interest rates could adversely affect our income and cash flows. ● We may incur losses if asset values decline, including due to changes in interest rates and prepayment speeds. Risks Related to Our Operations ● A failure and/or breach of our operating or securities systems or infrastructure, or those of our third-party providers, including because of cyber-attacks, could disrupt our business, result in disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. ● We face information security risks that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure. ● Our business strategy includes continued growth, and our financial condition and results of operation could be negatively affected if we fail to grow or fail to manage our growth effectively. ● We may be adversely affected by risks associated with future mergers and acquisitions, including execution risk, which could disrupt our business and dilute shareholder value. ● The carrying value of goodwill and other intangible assets may be adversely affected. ● Our risk-management framework may not be effective in mitigating risks and/or losses. ● We could be adversely affected if our design, implementation, or use of models in our business is flawed. ● Failure to keep pace with technological change could adversely affect our business and competitive position, and we may experience operational challenges when implementing new technologies. ● The implementation of new lines of business or new products and services may subject us to additional risk. ● Our business could be adversely affected by the operational functions of such counterparties over which we have limited or no control that provide key components of our infrastructure. ● Our financial condition could be adversely affected if we rely on misleading information. ● We are subject to losses due to errors, omissions or fraud by our employees, clients, counterparties, or others. ● If we are unable to attract, retain, develop, and motivate our human capital, our business, results of operations, and prospects could be adversely affected. ● Our internal controls and procedures may fail or be circumvented, which could have a material adverse effect on our business, financial condition, and results of operation. ● Our business needs and future growth may require additional capital, which may not be available or may be dilutive. ● We are or may become involved from time to time in various claims and lawsuits or information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences, including expenses and ultimate exposures that cannot be ascertained. ● We may not be able to generate sufficient taxable income to fully realize our deferred tax assets. ● Challenges to our tax positions could result in tax liability. Risks Related to the Regulatory Environment ● We are subject to extensive regulation that could limit or restrict our activities, and legal, regulatory and policy changes could affect the banking industry and the economy. ● Laws and regulations addressing consumer privacy and data use and security could increase our costs and failure to comply could impact our business, financial condition, and reputation. ● If we fail to maintain sufficient capital, our financial condition, liquidity, and results of operations, as well as our ability to maintain regulatory compliance, would be adversely affected. ● New regulations and new approaches to regulation or enforcement by the CFPB could adversely impact us. ● Any issues with respect to the Bank’s compliance with the Bank Secrecy Act, as amended, and its implementing regulations could result in significant civil penalties and have a material adverse effect on our business strategy. ● We are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties and other sanctions. ● The Federal Reserve may require us to commit capital resources to support the Bank. Risks Related to Our Securities ● Our ability to pay dividends is limited, and we may be unable to pay dividends in the future. ● The trading volumes in our common stock may not provide adequate liquidity for investors. ● Future capital needs could result in shareholder dilution and may adversely affect the market price of our securities. ● Holders of our indebtedness and depositary shares have senior rights to those of our common shareholders. ● Our governing documents and certain provisions of Virginia law could have an anti-takeover effect. ● Our stock price may be volatile , which could result in losses to our investors and litigation against us . General Risk Factors ● Failure to maintain our reputation may materially adversely affect our performance. ● Changes in accounting standards could impact reported earnings. ● We are subject to risks associated with climate change and other weather and natural disaster impacts. ● We are subject to environmental, social and governance risks that could adversely affect our reputation, the trading price of our common stock and/or our business, operations, and earnings. PART I ITEM 1.
GENERAL Overview Atlantic Union Bankshares Corporation is a financial holding company and bank holding company organized under the laws of the Commonwealth of Virginia and registered under the BHCA.
We are headquartered in Richmond, Virginia and provide a wide range of financial services and products to commercial and retail clients through our wholly owned subsidiary bank, Atlantic Union Bank, a Federal Reserve member bank charted under the laws of the Commonwealth of Virginia. The Bank is headquartered in Richmond, Virginia and operates branches and ATMs located in Virginia, Maryland, Washington, D.C., and North Carolina.
In addition, our non-bank financial services affiliates include Atlantic Union Equipment Finance, Inc., which provides equipment financing; AUB Investments, Inc., which provides investment services; and Atlantic Union Capital Markets, Inc., which provides capital market services. At December 31, 2025, we had $37.6 billion in assets, $27.8 billion in LHFI, $30.5 billion in deposits, and $5.0 billion in stockholders’ equity. Recent Developments Acquisition of Sandy Spring Bancorp, Inc.
On April 1, 2025, we completed our merger with Sandy Spring, the bank holding company for Sandy Spring Bank, and we successfully completed the integration of Sandy Spring branches and operations on October 14, 2025.
With the acquisition of Sandy Spring, we acquired more than 50 branches in Virginia, Maryland, and Washington, D.C., enhancing our presence in Northern Virginia and Maryland.
CRE Loan Sale On June 26, 2025, we completed the sale of performing CRE loans acquired in the Sandy Spring acquisition with an unpaid principal balance of $2.0 billion, which we marked to fair value at $1.8 billion and classified as held for sale as of the April 1, 2025 acquisition date.
The CRE loan sale transaction generated a $10.9 million pre-tax gain, net of transaction expenses, for the year ended 2025.
Under the terms of the loan purchase agreement, we sold the loans without recourse and retained customer-facing servicing responsibilities.
Forward Sale Agreements On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, we entered into an initial forward sale agreement with Morgan Stanley & Co.
On April 1, 2025, we physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of our common stock to the Forward Purchaser.
We received net proceeds from such sale of shares of our common stock and full physical settlement of the Forward Sale Agreements, before expenses, of approximately $385.0 million.
History The Company was originally incorporated under the laws of the Commonwealth of Virginia in 1991, and we completed our bank holding company formation in July 1993, in connection with the merger of Northern Neck Bankshares Corporation with and into Union Bancorp, Inc. to form Union Bankshares Corporation, which was renamed Atlantic Union Bankshares Corporation in 2019.
Union Bank & Trust Company, a predecessor of Atlantic Union Bank, was formed in 1902, and certain other of the community banks that were acquired and ultimately merged to form what is now Atlantic Union Bank were among the oldest in Virginia at the time they were acquired.
We have a history of growing through both organic growth and strategic acquisitions, particularly with our five most recent acquisitions—StellarOne Corporation in 2014, Xenith Bankshares, Inc. in 2018, Access National Corporation in 2019, American National in 2024, and Sandy Spring in 2025—which allowed us to meaningfully increase our asset size, enhance our scale and expand our footprint in Virginia, Maryland, Washington, D.C., and North Carolina.
The table below indicates the year each of our predecessor community banks was formed, acquired by us, and merged into what is now Atlantic Union Bank. Formed Acquired Merged Union Bank & Trust Company 1902 n/a 2010 Northern Neck State Bank 1909 1993 2010 King George State Bank 1974 1996 1999 Rappahannock National Bank 1902 1998 2010 Guaranty Bank 1981 2004 2004 Prosperity Bank & Trust Company 1986 2006 2008 Bay Community Bank 1999 de novo bank 2008 First Market Bank, FSB 2000 2010 2010 StellarOne Bank 1994 2014 2014 Xenith Bank 1987 2018 2018 Access National Bank 1999 2019 2019 American National Bank and Trust Company 1909 2024 2024 Sandy Spring Bank 1868 2025 2025 Principal Products and Services We are a full-service bank offering consumers and businesses a wide range of banking and related financial services, including checking, savings, certificates of deposit, and other depository services, as well as loans for CRE, commercial, industrial, residential mortgage, and consumer purposes.
We also offer wealth management and trust services to individuals and corporations, as well as treasury management and capital market services.
In addition, through our wholly owned subsidiaries, we offer equipment financing services, and insurance products through an agreement with Bearing Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association.
Our customers have access to our products and services in person via our full-service branches and ATMs, and virtually through our mobile and internet banking services.
We strive to provide a differentiated customer experience that is authentically human and digital forward.
Our loan portfolio consists primarily of CRE, commercial, industrial, residential mortgage, and consumer loans.
A substantial portion of our loan portfolio is represented by commercial and residential real estate loans (including acquisition and development loans and residential construction loans).
The ability of our borrowers to honor their loan contracts is dependent on the real estate market and general economic conditions in those markets, as well as other factors.
The majority of our CRE and industrial loans are made to customers in Virginia, Maryland, Washington, D.C., North Carolina, and South Carolina.
Our mortgage unit, Atlantic Union Home Loans, originates the majority of our residential mortgage loans to borrowers within our branch footprint, largely with the intent to sell such loans into the secondary mortgage markets.
We provide equipment financing to commercial and corporate customers nationwide, primarily through Atlantic Union Equipment Finance, Inc., a wholly owned subsidiary of the Bank.
Atlantic Union Equipment Finance provides financing for a wide array of equipment types, including marine, tractors, trailers, buses, construction, manufacturing, and medical.
Wealth Management, Trust and Insurance .
We offer a wide variety of financial planning, wealth management and trust services to individuals and corporations, which allows us to reach new customers and expand product offerings to our existing loan and deposit customers.
We offer financial planning, trust and investment management, and retirement planning services through our team of experienced financial advisors.
Through Atlantic Union Financial Consultants, LLC, we offer brokerage services and execute securities transactions through Raymond James Financial Services, Inc., an independent broker dealer.
In addition, we offer wealth management services through our registered independent advisors, SSB Wealth Management Inc.
(Rembert Pendleton Jackson) and West Financial Services, Inc.
Our insurance affiliate, Union Insurance Group, LLC, is a wholly owned subsidiary of the Bank that operates under an agreement with Bearing Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association.
Union Insurance Group generates revenue through the sale of various insurance products through Bearing Insurance LLC, including long-term care insurance and business owner policies.
Deposit Products and Treasury Management Services.
Our primary source of funds for our lending and investment activities are our deposit products.
We provide both commercial and consumer customers a diverse array of deposit products, including checking accounts, savings accounts, and certificates of deposit, among others.
Our deposits are primarily made to customers based in Virginia, Maryland, Washington, D.C., and North Carolina.
In addition, we offer our customers a variety of treasury management services that provide cash management, fraud protection, liquidity and payment solutions, which primarily include automated clearing house (“ACH”) payments, domestic and international wires, check issuance services, and credit cards (through an arrangement with Elan Financial Services).

and 736 more.

Gone since FY2024

Our regulatory capital ratios continued to exceed the standards to be considered well-capitalized under regulatory requirements.
See “Capital Resources” within this Item 7 for additional information about our regulatory capital.
Strategic Initiatives Acquisition of American National Bankshares Inc. On April 1, 2024, we completed our acquisition of American National, the holding company for American National Bank and Trust Company.
American National’s results of operations are included in our consolidated results since the date of acquisition, and therefore, our fourth quarter and full year 2024 results reflect increased levels of average balances, net interest income, and expense compared to our results for the corresponding period in 2023.
For more information, reference Note 2 “Acquisitions” in “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
Pending Merger with Sandy Spring Bancorp, Inc.
On October 21, 2024, we entered into a merger agreement with Sandy Spring.
Under the merger agreement, Sandy Spring will merge with and into the Company, with the Company continuing as the surviving entity.
Immediately following the merger, Sandy Spring’s wholly owned banking subsidiary, Sandy Spring Bank, will merge with and into the Bank, with the Bank continuing as the surviving bank. Subject to the terms and conditions 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 certain shares held by the Company or Sandy Spring, will be converted into the right to receive 0.900 shares of our common stock plus cash in lieu of fractional shares. All necessary regulatory and shareholder or stockholder approvals for the merger have been received by the Company and Sandy Spring, as applicable, and the merger is expected to close on April 1, 2025, subject to the satisfaction or waiver of customary closing conditions. As of December 31, 2024, Sandy Spring had total assets of approximately $14.1 billion, total loans of approximately $11.5 billion, and total deposits of approximately $11.7 billion. Forward Sale Agreements On October 21, 2024, in connection with the execution of the merger agreement with respect to Sandy Spring, we entered into an initial forward sale agreement with Morgan Stanley & Co.
We did not initially receive any proceeds from the sale of our common stock sold by the Forward Seller to the underwriters named in the underwriting agreement.
We expect to physically settle the Forward Sale Agreements (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates within approximately 18 months from the date of the Forward Sale Agreements at the then applicable forward sale price.
The forward sale price was initially $ 34.08 per share, which is equal to the public offering price per share, less the underwriting discount per share, and would result in net proceeds (before offering expenses) of approximately $ 386.4 million to the Company under the Forward Sale Agreements.
No physical settlement has occurred through the date on which our consolidated financial statements for the year ended December 31, 2024.
In the fourth quarter of 2024, average diluted common shares outstanding increased, driven by the dilutive accounting impact of the Forward Sale Agreements under the treasury stock method of accounting, which required us to reflect the potential shares of our common stock to be issued under the Forward Sale Agreements, even though no shares of our common stock have been issued to date.
Accordingly, at December 31, 2024, 1,759,194 shares of our common stock under the Forward Sale Agreements were included in the calculation of diluted earnings per share.
SUMMARY OF 2024 FINANCIAL RESULTS Executive Overview Net Income & Performance Metrics ● For 2024, net income available to common shareholders was $197.3 million and basic and diluted EPS were $2.29 and $2.24, respectively, compared to net income of $190.0 million and basic and diluted EPS of $2.53 for 2023.
The provision for credit losses for 2024 totaled $50.1 million and included an initial provision expense of $13.2 million on non-PCD loans acquired from American National, which represents the CECL “double count” of the non-PCD credit mark, and $1.3 million of additional provision for unfunded commitments, also associated with the American National acquisition. ● Adjusted operating earnings available to common shareholders (+) , which excludes, merger-related costs (net of taxes) ($33.5 million in 2024 and $2.9 million in 2023), strategic cost saving initiatives (net of taxes) principally composed of severance charges related to headcount reductions and charges for exiting leases ($10.0 million in 2023), a FDIC special assessment (net of taxes) ($664,000 in 2024 and $2.7 million in 2023), the legal reserve related to our previously disclosed settlement with the CFPB (net of taxes) ($6.8 million in 2023), a deferred tax asset write-down ($4.8 million in 2024), losses on the sale of securities (net of taxes) ($5.1 million in 2024 and $32.4 million in 2023), and the gain related to the sale-leaseback transactions (net of taxes) ($23.4 million in 2023), was $241.3 million and adjusted diluted operating EPS (+) was $2.74 for 2024, compared to adjusted operating earnings available to common shareholders (+) of $221.2 million and adjusted diluted operating EPS (+) of $2.95 for 2023. Balance Sheet ● Total assets were $24.6 billion at December 31, 2024, an increase of $3.4 billion or 16.2% from December 31, 2023.
Total assets increased from the prior year primarily due to the American National acquisition, as well as organic growth in LHFI. ● Cash and cash equivalents were $354.1 million at December 31, 2024, a decrease of $24.1 million or 6.4% from December 31, 2023. ● At December 31, 2024, total investments were $3.3 billion, an increase of $164.9 million or 5.2% from December 31, 2023.
AFS securities totaled $2.4 billion at December 31, 2024, an increase of $210.9 million from December 31, 2023.
The increase in AFS securities was primarily due to the American National acquisition.
Total net unrealized losses on the AFS securities portfolio were $402.6 million at December 31, 2024, an increase of $18.3 million from $384.3 million at December 31, 2023.
Held to maturity securities are carried at cost and totaled $803.9 million at December 31, 2024, a decrease of $33.5 million from $837.4 million at December 31, 2023 with net unrealized losses of $44.5 million at December 31, 2024, an increase of $15.2 million from $29.3 million at December 31, 2023. ● LHFI (net of deferred fees and costs) were $18.5 billion at December 31, 2024, an increase of $2.8 billion or 18.1% from December 31, 2023.
Average LHFI (net of deferred fees and costs) totaled $17.6 billion at December 31, 2024, an increase of $2.7 billion or 18.0% from December 31, 2023.
LHFI (net of deferred fees and costs) increased from the prior year primarily due to the American National acquisition, as well as organic loan growth. ● Total deposits at December 31, 2024 were $20.4 billion, an increase of $3.6 billion or 21.3% from December 31, 2023.
Average deposits at December 31, 2024 were $19.5 billion, an increase of $2.9 billion or 17.3% from December 31, 2023.
Total deposits increased from the prior year primarily due to increases in interest-bearing customer deposits of $2.6 billion and demand deposits of $313.9 million, primarily due to the American National acquisition, as well as a $669.5 million increase in brokered deposits. ● Total borrowings at December 31, 2024 were $534.6 million, a decrease of $777.3 million or 59.3% from December 31, 2023.
Total borrowings decreased from the prior year primarily due to repayment of short-term FHLB advances using funds from customer deposit growth. NET INCOME Years Ended December 31, 2024 and 2023 Net income available to common shareholders was $197.3 million for 2024, an increase of $7.3 million or 3.8% and represented basic and diluted EPS of $2.29 and $2.24, respectively, compared to net income of $190.0 million and basic and diluted EPS of $2.53 for 2023.
The increase in net income was primarily related to the American National acquisition.
Adjusted operating earnings available to common shareholders (+) totaled $241.3 million for 2024, compared to $221.2 million for 2023, and adjusted diluted operating EPS (+) was $2.74 for 2024, compared to $2.95 for 2023.
Net interest income for 2024 totaled $698.5 million, an increase of $87.5 million or 14.3% from 2023.
The increase in net interest income was primarily the result of an increase in interest-earning assets, higher yield on interest-earning assets, and higher net accretion income, partially offset by the impact of higher interest-bearing liabilities and higher cost of funds.
The increase in interest-earning assets and interest-bearing deposits was primarily related to the acquisition of American National.
The increased asset yield and cost of funds reflect the impact of the FOMC rate increases throughout 2022 and 2023 prior to the Federal Reserve lowering the Federal Funds target rate 100 bps between September and December in 2024.
For additional details on net interest income, refer to the section “Net Interest Income” included within this Item 7 of this Form 10-K.
Noninterest income increased $28.0 million or 30.8% to $118.9 million for 2024, compared to $90.9 million for 2023, primarily driven by a decrease in loss on the sale of AFS securities, as well as the impact of the American National acquisition, partially offset by a decrease in other operating income primarily driven by a gain recognized in 2023 related to our sale-leaseback transactions.
For additional details on noninterest income, refer to the section “Noninterest Income” included within this Item 7 of this Form 10-K.
Noninterest expense increased $77.1 million or 17.9% to $507.5 million for 2024, compared to $430.4 million for 2023, primarily driven by an increase in merger-related costs due to the American National acquisition and our pending merger with Sandy Spring, as well as an increase in salaries and benefits and other increases in various categories of noninterest expense, most of which were due to the impact of the American National acquisition.
These increases were partially offset by a decrease in other expenses, due primarily to higher expenses in the prior year associated with strategic cost saving initiatives and a legal reserve related to our previously disclosed settlement with the CFPB.
For additional details on noninterest expense, refer to the section “Noninterest Expense” included within this Item 7 of this Form 10-K.
Years Ended December 31, 2023 and 2022 Net income available to common shareholders was $190.0 million for 2023, a decrease of $32.7 million or 14.7% and represented diluted EPS of $2.53, compared to $222.6 million and $2.97, respectively, for 2022.

and 1079 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch AUB-PA. Know when insiders buy.

One email the day a filing lands. Free.