UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39325

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	54-1598552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

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	The 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	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐
		Smaller reporting company	☐
		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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


	Yes ☐ No ☒

The number of shares of common stock outstanding as of October 29, 2024 was 89,776,626.

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX


ITEM		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)	2

	Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2024 and 2023	3

	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended September 30, 2024 and 2023	4

	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the nine months ended September 30, 2024 and 2023	5

	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023	7

	Notes to Consolidated Financial Statements (unaudited)	9

	Report of Independent Registered Public Accounting Firm	53

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	88

Item 4.	Controls and Procedures	90

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	91

Item 1A.	Risk Factors	91

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	96

Item 5.	Other Information	96

Item 6.	Exhibits	97

	Signatures	98

Table of Contents

Glossary of Acronyms and Defined Terms

In this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “we”, “us”, and “our” refer to Atlantic Union Bankshares Corporation and its direct and indirect subsidiaries, including Atlantic Union Bank.


2023 Form 10-K	–	Annual Report on Form 10-K for the year ended December 31, 2023
ACL	–	Allowance for credit losses
AFS	–	Available for sale
ALCO	–	Asset liability management committee
ALLL	–	Allowance for loan and lease losses, a component of ACL
American National	–	American National Bankshares Inc.
American National merger	–	The merger of American National Bankshares Inc. with and into Atlantic Union Bankshares Corporation pursuant to the American National merger agreement
American National merger agreement	–	Agreement and Plan of Merger dated July 24, 2023 by and between Atlantic Union Bankshares Corporation and American National Bankshares Inc.
AOCI	–	Accumulated other comprehensive income (loss)
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
AUB	–	Atlantic Union Bankshares Corporation
the Bank	–	Atlantic Union Bank
BOLI	–	Bank-owned life insurance
bps	–	Basis points
BTFP	–	Bank Term Funding Program
CDI	–	Core deposit intangibles
CECL	–	Current expected credit losses
CFPB	–	Consumer Financial Protection Bureau
CME SOFR	–	Chicago Mercantile Exchange Secured Overnight Financing Rate
the Company	–	Atlantic Union Bankshares Corporation and its subsidiaries
CRE	–	Commercial real estate
depositary shares	–	Depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share)
EPS	–	Earnings per common share
Exchange Act	–	Securities Exchange Act of 1934, as amended
FASB	–	Financial Accounting Standards Board
FDIC	–	Federal Deposit Insurance Corporation
Federal Reserve	–	Board of Governors of the Federal Reserve System
FHLB	–	Federal Home Loan Bank of Atlanta
FHLMC	–	Federal Home Loan Mortgage Corporation
FNB	–	FNB Corporation
FNMA	–	Federal National Mortgage Association
FOMC	–	Federal Open Market Committee
FRB	–	Federal Reserve Bank of Richmond
FR Y9-C	–	Consolidated financial statements for a U.S. bank holding company, a savings and loan holding company, a U.S. intermediate holding company, and a securities holding company
FTE	–	Fully taxable equivalent
GAAP	–	Accounting principles generally accepted in the United States
GNMA	–	Government National Mortgage Association
HTM	–	Held to maturity
LHFI	–	Loans held for investment
LHFS	–	Loans held for sale
MBS	–	Mortgage-Backed Securities

Table of Contents

merger agreement	–	Agreement and Plan of Merger dated October 21, 2024 by and between Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc.
merger	–	The merger of Sandy Spring Bancorp, Inc. with and into Atlantic Union Bankshares Corporation pursuant to the merger agreement
MFC	–	Middleburg Financial Corporation
NPA	–	Nonperforming assets
NYSE	–	New York Stock Exchange
OCI	–	Other comprehensive (loss) income
PCD	–	Purchased credit deteriorated
ROU asset	–	Right of Use Asset
RPAs	–	Risk Participation Agreements
Sandy Spring	–	Sandy Spring Bancorp, Inc.
SEC	–	Securities and Exchange Commission
Series A preferred stock	–	6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share
SOFR	–	Secured Overnight Financing Rate
TLM	–	Troubled loan modification
VFG	–	Virginia Financial Group, Inc.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

(Dollars in thousands, except share data)


	September 30,		December 31,
	2024		2023
ASSETS		(unaudited)		(audited)
Cash and cash equivalents:
Cash and due from banks	$	232,222	$	196,754
Interest-bearing deposits in other banks		291,163		167,601
Federal funds sold		4,685		13,776
Total cash and cash equivalents		528,070		378,131
Securities available for sale, at fair value		2,608,182		2,231,261
Securities held to maturity, at carrying value		807,080		837,378
Restricted stock, at cost		117,881		115,472
Loans held for sale		11,078		6,710
Loans held for investment, net of deferred fees and costs		18,337,299		15,635,043
Less: allowance for loan and lease losses		160,685		132,182
Total loans held for investment, net		18,176,614		15,502,861
Premises and equipment, net		115,093		90,959
Goodwill		1,212,710		925,211
Amortizable intangibles, net		90,176		19,183
Bank owned life insurance		489,759		452,565
Other assets		647,080		606,466
Total assets	$	24,803,723	$	21,166,197
LIABILITIES
Noninterest-bearing demand deposits	$	4,422,909	$	3,963,181
Interest-bearing deposits		15,882,378		12,854,948
Total deposits		20,305,287		16,818,129
Securities sold under agreements to repurchase		59,227		110,833
Other short-term borrowings		375,000		810,000
Long-term borrowings		417,937		391,025
Other liabilities		463,856		479,883
Total liabilities		21,621,307		18,609,870
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value		173		173
Common stock, $1.33 par value		118,494		99,147
Additional paid-in capital		2,277,024		1,782,286
Retained earnings		1,079,032		1,018,070
Accumulated other comprehensive loss		(292,307)		(343,349)
Total stockholders' equity		3,182,416		2,556,327
Total liabilities and stockholders' equity	$	24,803,723	$	21,166,197

Common shares outstanding		89,774,392		75,023,327
Common shares authorized		200,000,000		200,000,000
Preferred shares outstanding		17,250		17,250
Preferred shares authorized		500,000		500,000

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands, except share and per share data)


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
Interest and dividend income:
Interest and fees on loans	$	291,089	$	221,380	$	810,886	$	616,544
Interest on deposits in other banks		1,060		1,309		4,977		3,815
Interest and dividends on securities:
Taxable		24,247		16,055		68,012		48,373
Nontaxable		8,132		8,415		24,455		26,220
Total interest and dividend income		324,528		247,159		908,330		694,952
Interest expense:
Interest on deposits		130,216		83,590		354,584		200,690
Interest on short-term borrowings		5,698		6,499		22,049		22,106
Interest on long-term borrowings		5,682		5,129		16,407		14,687
Total interest expense		141,596		95,218		393,040		237,483
Net interest income		182,932		151,941		515,290		457,469
Provision for credit losses		2,603		4,991		32,592		22,911
Net interest income after provision for credit losses		180,329		146,950		482,698		434,558
Noninterest income:
Service charges on deposit accounts		9,792		8,557		27,447		24,577
Other service charges, commissions and fees		2,002		2,632		5,700		6,071
Interchange fees		3,371		2,314		8,791		7,098
Fiduciary and asset management fees		6,858		4,549		18,603		13,169
Mortgage banking income		1,214		666		3,274		1,969
Gain (loss) on sale of securities		4		(27,594)		(6,510)		(40,992)
Bank owned life insurance income		5,037		2,973		12,074		8,671
Loan-related interest rate swap fees		1,503		2,695		4,353		6,450
Other operating income		4,505		30,302		9,919		33,905
Total noninterest income		34,286		27,094		83,651		60,918
Noninterest expenses:
Salaries and benefits		69,454		57,449		199,867		179,996
Occupancy expenses		7,806		6,053		22,267		18,503
Furniture and equipment expenses		3,685		3,449		10,799		10,765
Technology and data processing		9,737		7,923		28,138		24,631
Professional services		3,994		3,291		11,452		11,138
Marketing and advertising expense		3,308		2,219		8,609		7,387
FDIC assessment premiums and other insurance		5,282		4,258		15,099		12,231
Franchise and other taxes		5,256		4,510		14,770		13,508
Loan-related expenses		1,445		1,388		4,043		4,560
Amortization of intangible assets		5,804		2,193		13,693		6,687
Merger-related costs		1,353		1,993		33,005		1,993
Other expenses		5,458		13,782		16,117		31,043
Total noninterest expenses		122,582		108,508		377,859		322,442
Income before income taxes		92,033		65,536		188,490		173,034
Income tax expense		15,618		11,519		37,144		28,123
Net Income	$	76,415	$	54,017	$	151,346	$	144,911
Dividends on preferred stock		2,967		2,967		8,901		8,901
Net income available to common shareholders	$	73,448	$	51,050	$	142,445	$	136,010

Basic earnings per common share	$	0.82	$	0.68	$	1.68	$	1.81
Diluted earnings per common share	$	0.82	$	0.68	$	1.68	$	1.81
Dividends declared per common share	$	0.32	$	0.30	$	0.96	$	0.90
Basic weighted average number of common shares outstanding		89,780,531		74,999,128		84,933,126		74,942,851
Diluted weighted average number of common shares outstanding		89,780,531		74,999,128		84,933,213		74,943,999

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net income	$	76,415	$	54,017	$	151,346	$	144,911
Other comprehensive income (loss):
Cash flow hedges:
Change in fair value of cash flow hedges (net of tax, $6,271 and $2,547 for the three months and $3,450 and $3,241 for the nine months ended September 30, 2024 and 2023, respectively)		23,589		(9,581)		12,979		(12,192)
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $17,770 and $21,051 for the three months and $8,887 and $21,178 for the nine months ended September 30, 2024 and 2023, respectively)		66,856		(79,193)		33,438		(79,669)
Reclassification adjustment for (gains) losses included in net income (net of tax, $1 and $5,795 for the three months and $1,367 and $8,609 for the nine months ended September 30, 2024 and 2023, respectively) ⁽¹⁾		(3)		21,799		5,143		32,383
HTM securities:
Reclassification adjustment for accretion of unrealized gains on AFS securities transferred to HTM (net of tax) ⁽²⁾		—		(2)		(5)		(7)
Bank owned life insurance:
Unrealized holding (losses) gains arising during the period		—		—		(16)		10
Reclassification adjustment for gains included in net income ⁽³⁾		(162)		(62)		(497)		(145)
Other comprehensive income (loss):		90,280		(67,039)		51,042		(59,620)
Comprehensive income (loss)	$	166,695	$	(13,022)	$	202,388	$	85,291

⁽¹⁾ The gross amounts reclassified into earnings are reported as "Other operating income" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

⁽²⁾ The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

⁽³⁾ Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands, except share and per share amounts)

Accumulated

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2023

99,147

173

1,782,286

1,018,070

(343,349)

2,556,327

Net Income

49,769

Other comprehensive loss (net of taxes of $8,182)

(30,949)

Dividends on common stock ($0.32 per share)

(24,027)

Dividends on preferred stock ($171.88 per share)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (189,503 shares)

252

(2,458)

(2,206)

Stock-based compensation expense

2,981

Balance - March 31, 2024

99,399

173

1,782,809

1,040,845

(374,298)

2,548,928

Net Income

25,161

Other comprehensive loss (net of taxes of $2,161)

(8,289)

Issuance of common stock in regard to acquisition (14,349,239 shares)

19,052

486,694

505,746

Dividends on common stock ($0.32 per share)

(28,726)

Dividends on preferred stock ($171.88 per share)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (17,363 shares)

117

141

Stock-based compensation expense

3,692

Balance - June 30, 2024

118,475

173

2,273,312

1,034,313

(382,587)

3,043,686

Net Income

76,415

Other comprehensive income (net of taxes of $24,040)

90,280

Dividends on common stock ($0.32 per share)

(28,729)

Dividends on preferred stock ($171.88 per share)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (14,833 shares)

110

129

Stock-based compensation expense

3,602

Balance - September 30, 2024

118,494

173

2,277,024

1,079,032

(292,307)

3,182,416

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands, except share and per share amounts)


									Accumulated
					Additional				Other
	Common		Preferred		Paid-In		Retained		Comprehensive
	Stock		Stock		Capital		Earnings		Income (Loss)		Total
Balance - December 31, 2022	$	98,873	$	173	$	1,772,440	$	919,537	$	(418,286)	$	2,372,737
Net Income								35,653				35,653
Other comprehensive income (net of taxes of $14,983)										56,353		56,353
Dividends on common stock ($0.30 per share)								(22,417)				(22,417)
Dividends on preferred stock ($171.88 per share)								(2,967)				(2,967)
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (149,684 shares)		199				(1,654)						(1,455)
Stock-based compensation expense						2,332						2,332
Balance - March 31, 2023	$	99,072	$	173	$	1,773,118	$	929,806	$	(361,933)	$	2,440,236
Net Income								55,241				55,241
Other comprehensive loss (net of taxes of $12,992)										(48,934)		(48,934)
Dividends on common stock ($0.30 per share)								(22,498)				(22,498)
Dividends on preferred stock ($171.88 per share)								(2,967)				(2,967)
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (11.822 shares)		16				89						105
Stock-based compensation expense						3,287						3,287
Balance - June 30, 2023	$	99,088	$	173	$	1,776,494	$	959,582	$	(410,867)	$	2,424,470
Net Income								54,017				54,017
Other comprehensive loss (net of taxes of $17,804)										(67,039)		(67,039)
Dividends on common stock ($0.30 per share)								(22,499)				(22,499)
Dividends on preferred stock ($171.88 per share)								(2,967)				(2,967)
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (24,477 shares)		32				59						91
Stock-based compensation expense						2,728						2,728
Balance - September 30, 2023	$	99,120	$	173	$	1,779,281	$	988,133	$	(477,906)	$	2,388,801

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands)


	2024		2023
Operating activities:
Net income	$	151,346	$	144,911
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		32,592		22,911
Depreciation of premises and equipment		9,541		9,897
Amortization, net		17,064		18,215
(Accretion) amortization related to acquisitions, net		(14,325)		3,530
Losses on securities sales, net		6,510		40,992
BOLI income		(12,074)		(8,671)
Writedown of ROU assets, foreclosed properties, and equipment		216		1,929
Gain on sale-leaseback transaction		—		(27,700)
Loans held for sale:
Originations and purchases		(157,156)		(109,934)
Proceeds from sales		155,392		107,264
Changes in operating assets and liabilities:
Net decrease (increase) in other assets		38,888		(74,154)
Net (decrease) increase in other liabilities		(17,831)		95,563
Net cash provided by operating activities		210,163		224,753
Investing activities:
Securities AFS and restricted stock:
Purchases		(619,879)		(425,431)
Proceeds from sales		620,405		856,881
Proceeds from maturities, calls, and paydowns		170,542		133,947
Securities HTM:
Purchases		(2,615)		(13,826)
Proceeds from maturities, calls, and paydowns		29,702		15,453
Net change in other investments		(14,919)		(9,177)
Net increase in LHFI		(523,841)		(839,536)
Net purchases of premises and equipment		(6,543)		(3,835)
Proceeds from BOLI settlements		5,645		353
Proceeds from sale-leaseback transaction		—		45,805
Proceeds from sales of foreclosed properties and former bank premises		3,021		5,846
Net cash received in acquisition		54,988		—
Net cash used in investing activities		(283,494)		(233,520)
Financing activities:
Net increase (decrease) in:
Non-interest-bearing deposits		308,316		(738,290)
Interest-bearing deposits		593,803		1,593,090
Short-term borrowings		(584,942)		(688,901)
Common stock:
Issuance		227		563
Dividends paid		(90,383)		(76,315)
Vesting of restricted stock, net of shares held for taxes		(3,751)		(2,383)
Net cash provided by financing activities		223,270		87,764
Increase in cash and cash equivalents		149,939		78,997
Cash, cash equivalents and restricted cash at beginning of the period		378,131		319,948
Cash, cash equivalents and restricted cash at end of the period	$	528,070	$	398,945

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Dollars in thousands)


	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	381,133	$	224,809
Income taxes		3,552		15,501

Supplemental schedule of noncash investing and financing activities
Transfers from loans to foreclosed properties		375		—
Transfers from bank premises to foreclosed properties		8,573		—
Issuance of common stock in exchange for net assets in acquisitions		505,402		—

Transactions related to acquisitions
Assets acquired		2,948,035		—
Liabilities assumed		2,730,061		—

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank, which provides banking and related financial products and services to consumers and businesses.

Basis of Financial Information

The accounting policies and practices of Atlantic Union Bankshares Corporation and subsidiaries conform to GAAP and follow general practices within the banking industry. The consolidated financial statements include the accounts of the Company, which is a financial holding company and a bank holding company that owns all of the outstanding common stock of its banking subsidiary, Atlantic Union Bank, which owns Union Insurance Group, LLC, Atlantic Union Financial Consultants, LLC, Atlantic Union Bank Investments, Inc., and Atlantic Union Equipment Finance, Inc.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the ACL, the fair value of financial instruments, and the fair values associated with assets acquired and liabilities assumed in a business combination. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

On April 1, 2024, the Company completed its acquisition of American National. American National’s results of operations are included in the Company’s consolidated results since the date of acquisition.

The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2023 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2023 Form 10-K and this Note 1 for additional information on the Company’s significant accounting policies. Except as set forth below with respect to acquisition accounting, there have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2023 Form 10-K that could have a material effect on the Company’s financial statements.

Acquisition Accounting

The Company accounts for its mergers and acquisitions that qualify as a business combination under ASC 805, Business Combinations, which requires the use of the acquisition method of accounting, resulting in all identifiable assets acquired and liabilities assumed being recorded at their fair values as of the acquisition date, with the acquisition and merger-related transaction expenses and restructuring costs expensed in the period incurred. The determination of fair values requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The results of operations of the acquired entity are included in the consolidated statement of income from the acquisition date.

The Company evaluates acquired loans at the acquisition date and classifies them as either – (1) loans that have experienced a more-than insignificant amount of credit deterioration since origination (“PCD” loans) or (2) loans that have not experienced a more-than insignificant amount of credit deterioration since origination (“non-PCD” loans). At acquisition, the allowance on PCD loans is booked directly to the ACL using the Company’s existing ACL methodology, but there is no initial impact to net income. Subsequent to acquisition, future changes in estimates of expected credit losses on PCD loans are recognized as provision expense (or reversal of provision expense). The ACL for non-PCD loans is recognized as provision expense in the same reporting period as the business acquisition, using the Company’s existing ACL methodology. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial

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Statements and Supplementary Data” in the Company’s 2023 Form 10-K for additional information on the Company’s accounting policy over acquired loans and ACL.

Under ASC 805, the Company may adjust provisional fair values of assets acquired and liabilities assumed in a business combination for a measurement period of up to one year from the acquisition date if additional information about the facts and circumstances that existed as of the acquisition date becomes available. Any future measurement period adjustments, if necessary, will be recognized in the reporting period in which the adjustment amount is determined.

See also Note 2 “Acquisitions” in this Form 10-Q for additional discussion of the Company’s acquisitions.

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2. ACQUISITIONS

American National Acquisition

On April 1, 2024, the Company completed its previously announced merger with American National, the holding company for American National Bank and Trust Company, headquartered in Danville, Virginia. Under the terms of the American National merger agreement, at the effective time of the American National merger, each outstanding share of American National common stock was converted into 1.35 shares of the Company’s common stock, resulting in 14.3 million additional shares issued, or aggregate consideration of $505.5 million, based on the closing price per share of the Company’s common stock as quoted on NYSE on March 28, 2024, which was the last trading day prior to the consummation of the acquisition. With the acquisition of American National, the Company acquired 26 branches, deepening its presence in central and western Virginia, and expanding its franchise into contiguous markets in southern Virginia and in North Carolina.

As a result of the American National acquisition, the Company’s associated goodwill at September 30, 2024 totaled $287.5 million, which reflects expected synergies and economies of scale from the American National merger, allocated between the Company’s Wholesale Banking ($209.9 million) and Consumer Banking ($77.6 million) reporting segments, which is not deductible for tax purposes. While the Company believed the information available on April 1, 2024 provided a reasonable basis for estimating fair value, the Company obtained additional information and evidence within the one year measurement period, that resulted in changes to the estimated fair value amounts and associated goodwill for which measurement period adjustments were recorded. Measurement period adjustments recorded during the third quarter of 2024 related to the Company’s foreclosed properties, deferred tax assets, and long-term borrowings, which resulted in a $5.2 million increase in the preliminary goodwill recognized as part of the American National acquisition during the second quarter of 2024. Valuations subject to change include, but are not limited to: LHFI, identified intangible assets, certain deposits, income taxes, and certain other assets and liabilities. In addition, certain reclassification adjustments were made to other assets and other liabilities to conform to the Company’s current balance sheet presentation.

The following table provides a summary of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the acquisition, reflecting the aforementioned measurement period and reclassification adjustments (dollars in thousands):


Purchase price consideration			$	505,473

Fair value of assets acquired:
Cash and cash equivalents	$	55,060
Securities AFS		507,764
LHFS		2,611
LHFI		2,151,517
Premises and equipment		35,802
CDI and other intangibles		84,687
Bank owned life insurance		30,627
Other assets		79,967
Total assets	$	2,948,035

Fair value of liabilities assumed:
Deposits	$	2,583,089
Short-term borrowings		98,336
Long-term borrowings		25,890
Other liabilities		22,746
Total liabilities	$	2,730,061

Fair value of net assets acquired			$	217,974
Preliminary goodwill			$	287,499

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The Company assessed the fair value based on the following methods for the significant assets acquired and liabilities assumed:

Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.

Securities AFS: The fair value of the investment portfolio was based on quoted market prices and dealer quotes and pricing obtained from independent pricing services.

LHFS: The LHFS portfolio was recorded at fair value based on quotes or bids from third parties.

LHFI: Fair values for LHFI were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and factored in adjustments for any expected liquidity events. Expected cash flows were derived using inputs that considered estimated credit losses and prepayments.

Premises and equipment: The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.

CDI and other intangibles: CDI represents the future economic benefit of acquired customer deposits. The fair value of the CDI asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The discount rates used were based on market rates. Other intangibles include customer relationship intangible assets and non-compete intangible assets. Customer relationship intangible assets represent the value associated with customer relationships related to the wealth management business that was acquired. Non-compete intangible assets represent the value associated with non-compete agreements for former employees in place at the date of the acquisition.

BOLI: The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Deposits: The fair value of interest bearing and non-interest bearing deposits is the amount payable on demand at the acquisition date. The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Short-Term Borrowings: Acquired short term borrowings consist of FHLB overnight borrowings and borrowings under repurchase agreements. The fair value of the short-term borrowings was determined to approximate the carrying amounts.

Long-Term Borrowings: The fair values of the Company’s long-term borrowings, including trust preferred securities, were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

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The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired American National on January 1, 2023. These results combine the historical results of American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2023. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of American National’s accretion and the elimination of American National merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition, which are not reflected in the pro forma amounts below (dollars in thousands):

Pro forma

Three Months Ended

Nine Months Ended

September 30,

2024 ⁽²⁾

2023 ⁽³⁾

2024 ⁽²⁾

2023 ⁽³⁾

(unaudited)

Total revenues ⁽¹⁾

217,218

214,812

632,927

628,065

Net income available to common shareholders ⁽⁴⁾

74,533

63,690

180,409

174,815

⁽¹⁾ Includes net interest income and noninterest income.

⁽²⁾ Includes the net impact of American National’s accretion adjustments of $5.0 million for the nine months ended September 30, 2024. There were no pro forma net accretion adjustments for the three months ended September 30, 2024.

⁽³⁾ Includes the net impact of American National’s accretion adjustments of $4.9 million and $14.8 million for the three and nine months ended September 30, 2023, respectively.

⁽⁴⁾ For the three and nine months ended September 30, 2024 and 2023, excludes American National merger-related costs as noted below.

Merger-related costs associated with the acquisition of American National were $1.1 million and $26.9 million, net of tax, for the three and nine months ended September 30, 2024, respectively, and $2.0 million for both the three and nine months ended September 30, 2023. Such costs include employee severance, professional fees, system conversion, and lease and contract termination expenses, which have been expensed as incurred, and are recorded in “Merger-related costs” on the Company’s Consolidated Statements of Income.

The Company’s operating results for the three and nine months ended September 30, 2024 include the operating results of the acquired assets and assumed liabilities of American National subsequent to the acquisition on April 1, 2024. Due to the merging of certain processes and the conversion of American National’s systems during the second quarter of 2024, historical reporting for the former American National operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the period subsequent to acquisition.

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3. SECURITIES AND OTHER INVESTMENTS

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of September 30, 2024 are as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Cost

Gains

(Losses)

Fair Value

September 30, 2024

U.S. government and agency securities

65,384

1,313

(26)

66,671

Obligations of states and political subdivisions

600,074

294

(111,841)

488,527

Corporate and other bonds ⁽¹⁾

283,861

631

(12,517)

271,975

Commercial MBS

Agency

287,747

1,724

(37,721)

251,750

Non-agency

76,501

202

(1,636)

75,067

Total commercial MBS

364,248

1,926

(39,357)

326,817

Residential MBS

Agency

1,522,319

4,144

(176,187)

1,350,276

Non-agency

104,967

984

(3,867)

102,084

Total residential MBS

1,627,286

5,128

(180,054)

1,452,360

Other securities

1,832

—

1,832

Total AFS securities

2,942,685

9,292

(343,795)

2,608,182

⁽¹⁾ Other bonds include asset-backed securities.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2023 are as follows (dollars in thousands):


	Amortized		Gross Unrealized				Estimated
	Cost		Gains		(Losses)		Fair Value
December 31, 2023
U.S. government and agency securities	$	62,367	$	1,023	$	(34)	$	63,356
Obligations of states and political subdivisions		586,865		33		(111,451)		475,447
Corporate and other bonds ⁽¹⁾		261,656		7		(19,774)		241,889
Commercial MBS
Agency		233,775		274		(41,181)		192,868
Non-agency		66,743		—		(1,965)		64,778
Total commercial MBS		300,518		274		(43,146)		257,646
Residential MBS
Agency		1,312,538		114		(205,635)		1,107,017
Non-agency		89,840		141		(5,827)		84,154
Total residential MBS		1,402,378		255		(211,462)		1,191,171
Other securities		1,752		—		—		1,752
Total AFS securities	$	2,615,536	$	1,592	$	(385,867)	$	2,231,261

⁽¹⁾ Other bonds include asset-backed securities.

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The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses, which are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position for the following periods ended (dollars in thousands).


	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value⁽²⁾		Losses		Value		Losses
September 30, 2024
U.S. government and agency securities	$	—	$	—	$	1,439	$	(26)	$	1,439	$	(26)
Obligations of states and political subdivisions		1,277		(213)		462,306		(111,628)		463,583		(111,841)
Corporate and other bonds⁽¹⁾		14,899		(167)		188,773		(12,350)		203,672		(12,517)
Commercial MBS
Agency		25,224		(86)		148,257		(37,635)		173,481		(37,721)
Non-agency		17,533		(616)		40,135		(1,020)		57,668		(1,636)
Total commercial MBS		42,757		(702)		188,392		(38,655)		231,149		(39,357)
Residential MBS
Agency		94,214		(288)		947,499		(175,899)		1,041,713		(176,187)
Non-agency		16,199		(96)		29,821		(3,771)		46,020		(3,867)
Total residential MBS		110,413		(384)		977,320		(179,670)		1,087,733		(180,054)
Total AFS securities	$	169,346	$	(1,466)	$	1,818,230	$	(342,329)	$	1,987,576	$	(343,795)

December 31, 2023
U.S. government and agency securities	$	—	$	—	$	1,980	$	(34)	$	1,980	$	(34)
Obligations of states and political subdivisions		11,758		(2,090)		455,931		(109,361)		467,689		(111,451)
Corporate and other bonds⁽¹⁾		89,450		(531)		144,155		(19,243)		233,605		(19,774)
Commercial MBS
Agency		35,665		(547)		143,657		(40,634)		179,322		(41,181)
Non-agency		—		—		64,778		(1,965)		64,778		(1,965)
Total commercial MBS		35,665		(547)		208,435		(42,599)		244,100		(43,146)
Residential MBS
Agency		59,707		(491)		1,011,809		(205,144)		1,071,516		(205,635)
Non-agency		9,022		(41)		40,085		(5,786)		49,107		(5,827)
Total residential MBS		68,729		(532)		1,051,894		(210,930)		1,120,623		(211,462)
Total AFS securities	$	205,602	$	(3,700)	$	1,862,395	$	(382,167)	$	2,067,997	$	(385,867)

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Comprised of 740 and 757 individual securities as of September 30, 2024 and December 31, 2023, respectively.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at September 30, 2024 and December 31, 2023 and concluded no impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

Additionally, the majority of the Company’s MBS are issued by FNMA, FHLMC, and GNMA and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% simplified supervisory formula approach rating. The Company’s AFS investment portfolio is generally highly-rated or agency backed. At September 30, 2024 and December 31, 2023, all AFS securities were current with no securities past due or on non-accrual, and no ACL was held against the Company’s AFS securities portfolio.

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The following table presents the amortized cost and estimated fair value of AFS securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	September 30, 2024				December 31, 2023
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	49,287	$	49,040	$	52,427	$	51,936
Due after one year through five years		214,039		215,657		150,271		149,545
Due after five years through ten years		322,155		305,664		282,309		261,720
Due after ten years		2,357,204		2,037,821		2,130,529		1,768,060
Total AFS securities	$	2,942,685	$	2,608,182	$	2,615,536	$	2,231,261

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements and for other purposes as permitted or required by law as of September 30, 2024 and December 31, 2023.

Accrued interest receivable on AFS securities totaled $10.3 million and $9.5 million at September 30, 2024 and December 31, 2023, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2024 and 2023, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

Held to Maturity

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in AOCI prior to reclassifying the securities from AFS securities to HTM securities. The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of September 30, 2024 are as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

Value

Gains

(Losses)

Fair Value

September 30, 2024

Obligations of states and political subdivisions

695,460

3,775

(23,241)

675,994

Corporate and other bonds⁽¹⁾

3,484

—

(64)

3,420

Commercial MBS

Agency

27,164

—

(5,308)

21,856

Non-agency

21,218

156

(533)

20,841

Total commercial MBS

48,382

156

(5,841)

42,697

Residential MBS

Agency

38,339

—

(4,872)

33,467

Non-agency

21,415

(181)

21,249

Total residential MBS

59,754

(5,053)

54,716

Total HTM securities

807,080

3,946

(34,199)

776,827

⁽¹⁾ Other bonds include asset-backed securities.

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The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2023 are as follows (dollars in thousands):


	Carrying		Gross Unrealized				Estimated
	Value		Gains		(Losses)		Fair Value
December 31, 2023
Obligations of states and political subdivisions	$	699,189	$	6,175	$	(23,464)	$	681,900
Corporate and other bonds⁽¹⁾		4,349		—		(100)		4,249
Commercial MBS
Agency		27,477		—		(5,570)		21,907
Non-agency		24,503		37		(449)		24,091
Total commercial MBS		51,980		37		(6,019)		45,998
Residential MBS
Agency		40,562		—		(5,713)		34,849
Non-agency		41,298		122		(342)		41,078
Total residential MBS		81,860		122		(6,055)		75,927
Total HTM securities	$	837,378	$	6,334	$	(35,638)	$	808,074

⁽¹⁾ Other bonds include asset-backed securities.

The following table presents the amortized cost of HTM securities as of the periods ended, by security type and credit rating (dollars in thousands):


	Obligations of states and political		Corporate and other		Mortgage-backed		Total HTM
	subdivisions		bonds		securities		securities
September 30, 2024
Credit Rating:
AAA/AA/A	$	684,805	$	—	$	6,439	$	691,244
BBB/BB/B		1,150		—		—		1,150
Not Rated – Agency⁽¹⁾		—		—		67,416		67,416
Not Rated – Non-Agency⁽²⁾		9,505		3,484		34,281		47,270
Total	$	695,460	$	3,484	$	108,136	$	807,080
December 31, 2023
Credit Rating:
AAA/AA/A	$	688,499	$	—	$	9,720	$	698,219
BBB/BB/B		1,166		—		—		1,166
Not Rated – Agency⁽¹⁾		—		—		68,039		68,039
Not Rated – Non-Agency⁽²⁾		9,524		4,349		56,081		69,954
Total	$	699,189	$	4,349	$	133,840	$	837,378

⁽¹⁾ Generally considered not to have credit risk given the government guarantees associated with these agencies.

⁽²⁾ Non-agency mortgage-backed and asset-backed securities have limited credit risk, supported by most receiving a 20% simplified supervisory formula approach rating.

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The following table presents the amortized cost and estimated fair value of HTM securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	September 30, 2024				December 31, 2023
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Due in one year or less	$	4,022	$	3,997	$	3,065	$	3,058
Due after one year through five years		13,173		13,554		34,093		34,613
Due after five years through ten years		103,411		100,798		45,919		45,263
Due after ten years		686,474		658,478		754,301		725,140
Total HTM securities	$	807,080	$	776,827	$	837,378	$	808,074

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of September 30, 2024 and December 31, 2023.

Accrued interest receivable on HTM securities totaled $6.7 million and $8.4 million at September 30, 2024 and December 31, 2023, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2024 and 2023, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. At September 30, 2024 and December 31, 2023, the Company’s HTM securities were all current, with no securities past due or on non-accrual. The Company’s HTM securities ACL was immaterial at September 30, 2024 and December 31, 2023.

Restricted Stock, at cost

The FHLB required the Bank to maintain stock in an amount equal to 4.75% of outstanding borrowings and a specific percentage of the member’s total assets at September 30, 2024 and December 31, 2023, respectively. The FRB requires the Company to maintain stock with a par value equal to 6% of its outstanding capital. At September 30, 2024 and December 31, 2023, restricted stock consisted of FRB stock in the amount of $82.9 million and $67.0 million, respectively, and FHLB stock in the amount of $35.0 million and $48.4 million, respectively.

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Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and nine months ended September 30, (dollars in thousands):


	Three Months Ended		Nine Months Ended
	2024		2024
Realized gains (losses)⁽¹⁾:
Gross realized gains	$	4	$	16
Gross realized losses		—		(6,526)
Net realized gains (losses)	$	4	$	(6,510)

Proceeds from sales of securities	$	102,888	$	620,405


	Three Months Ended		Nine Months Ended
	2023		2023
Realized gains (losses)⁽¹⁾:
Gross realized gains	$	4	$	1,352
Gross realized losses		(27,598)		(42,344)
Net realized losses	$	(27,594)	$	(40,992)

Proceeds from sales of securities	$	256,780	$	856,881

⁽¹⁾ Includes gains (losses) on sales and calls of securities.

4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The following tables exclude LHFS. The Company’s LHFI are stated at their face amount, net of deferred fees and costs and includes loan balances as of September 30, 2024, acquired through the American National acquisition that closed on April 1, 2024, and consisted of the following as of the periods ended (dollars in thousands):


	September 30, 2024		December 31, 2023
Construction and Land Development	$	1,588,531	$	1,107,850
CRE – Owner Occupied		2,401,807		1,998,787
CRE – Non-Owner Occupied		4,885,785		4,172,401
Multifamily Real Estate		1,357,730		1,061,997
Commercial & Industrial		3,799,872		3,589,347
Residential 1-4 Family – Commercial		729,315		522,580
Residential 1-4 Family – Consumer		1,281,914		1,078,173
Residential 1-4 Family – Revolving		738,665		619,433
Auto		354,570		486,926
Consumer		109,522		120,641
Other Commercial		1,089,588		876,908
Total LHFI, net of deferred fees and costs⁽¹⁾		18,337,299		15,635,043
Allowance for loan and lease losses		(160,685)		(132,182)
Total LHFI, net	$	18,176,614	$	15,502,861

⁽¹⁾Total loans included unamortized premiums and discounts, and unamortized deferred fees and costs totaling $228.3 million and $79.7 million as of September 30, 2024 and December 31, 2023, respectively.

Refer to Note 1 “Summary of Significant Accounting Policies” and Note 2 “Acquisitions” within Item 1 of this Quarterly Report for further information about the American National acquisition.

Accrued interest receivable on LHFI totaled $75.2 million and $72.5 million at September 30, 2024 and December 31, 2023, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three and nine months ended September 30, 2024 and 2023.

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The following table shows the aging of the Company’s LHFI portfolio by class at September 30, 2024 (dollars in thousands):

Greater than

30-59 Days

60-89 Days

90 Days and

Current

Past Due

still Accruing

Nonaccrual

Total Loans

Construction and Land Development

1,584,576

1,559

369

1,945

1,588,531

CRE – Owner Occupied

2,392,190

2,291

1,306

1,239

4,781

2,401,807

CRE – Non-Owner Occupied

4,866,516

1,085

6,875

1,390

9,919

4,885,785

Multifamily Real Estate

1,356,721

821

135

—

1,357,730

Commercial & Industrial

3,789,537

5,876

549

862

3,048

3,799,872

Residential 1-4 Family – Commercial

725,395

656

736

801

1,727

729,315

Residential 1-4 Family – Consumer

1,260,678

471

6,950

1,890

11,925

1,281,914

Residential 1-4 Family – Revolving

728,538

3,309

2,672

1,186

2,960

738,665

Auto

350,373

2,796

468

401

532

354,570

Consumer

108,487

700

182

143

109,522

Other Commercial

1,082,274

185

7,127

—

1,089,588

Total LHFI, net of deferred fees and costs

18,245,285

19,566

20,427

15,174

36,847

18,337,299

% of total loans

99.50

0.11

0.08

0.20

100.00

The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 2023 (dollars in thousands):


										Greater than
				30-59 Days			60-89 Days			90 Days and
	Current			Past Due			Past Due			still Accruing			Nonaccrual			Total Loans
Construction and Land Development	$	1,107,183		$	270		$	24		$	25		$	348		$	1,107,850
CRE – Owner Occupied		1,991,632			1,575			—			2,579			3,001			1,998,787
CRE – Non-Owner Occupied		4,156,089			545			184			2,967			12,616			4,172,401
Multifamily Real Estate		1,061,851			—			146			—			—			1,061,997
Commercial & Industrial		3,579,657			4,303			49			782			4,556			3,589,347
Residential 1-4 Family – Commercial		518,150			567			676			1,383			1,804			522,580
Residential 1-4 Family – Consumer		1,053,255			7,546			1,804			4,470			11,098			1,078,173
Residential 1-4 Family – Revolving		611,584			2,238			1,429			1,095			3,087			619,433
Auto		480,557			4,737			872			410			350			486,926
Consumer		119,487			770			232			152			—			120,641
Other Commercial		870,339			6,569			—			—			—			876,908
Total LHFI, net of deferred fees and costs	$	15,549,784		$	29,120		$	5,416		$	13,863		$	36,860		$	15,635,043
% of total loans		99.45	%		0.19	%		0.03	%		0.09	%		0.24	%		100.00	%

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The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related ALLL as of the periods ended (dollars in thousands):


	September 30,		December 31,
	2024		2023
CRE – Owner Occupied	$	2,050	$	—
CRE – Non-Owner Occupied		8,156		4,835
Total LHFI	$	10,206	$	4,835

There was no interest income recognized on nonaccrual loans during the three and nine months ended September 30, 2024 and 2023. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2023 Form 10-K for additional information on the Company’s policies for nonaccrual loans.

Troubled Loan Modifications

See Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2023 Form 10-K for loan modifications to borrowers experiencing financial difficulty and how the Company defines TLMs.

As of September 30, 2024 and 2023, the Company had TLMs with an amortized cost basis of $24.5 million and $29.4 million, respectively.

The following table presents the amortized cost basis of TLMs for the three and nine months ended September 30, (dollars in thousands):



	Three Months Ended				Nine Months Ended
	2024				2024
	Amortized Cost		% of Total Class of Financing Receivable		Amortized Cost		% of Total Class of Financing Receivable
Combination - Other-Than-Insignificant Payment Delay and Term Extension
Commercial and Industrial	$	—	—	%	$	553	0.01	%
CRE – Non-Owner Occupied		—	—	%		22,175	0.45	%
Total Combination - Other-Than-Insignificant Payment Delay and Term Extension	$	—			$	22,728

Term Extension
Construction and Land Development	$	50	NM	%	$	50	NM	%
Commercial and Industrial		141	NM	%		141	NM	%
CRE – Owner Occupied		586	0.02	%		586	0.02	%
Residential 1-4 Family – Consumer		236	0.02	%		236	0.02	%
Total Term Extension	$	1,013			$	1,013

Combination - Term Extension and Interest Rate Reduction
Residential 1-4 Family – Consumer	$	283	0.02	%	$	630	0.05	%
Total Combination - Term Extension and Interest Rate Reduction	$	283			$	630

Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay
Commercial and Industrial	$	—	—	%	$	106	NM	%
Total Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay	$	—			$	106

Total	$	1,296			$	24,477

NM = Not Meaningful

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	Three Months Ended				Nine Months Ended
	2023				2023
	Amortized Cost		% of Total Class of Financing Receivable		Amortized Cost		% of Total Class of Financing Receivable
Term Extension
Commercial and Industrial	$	97	NM		$	2,008	0.06	%
CRE – Non-Owner Occupied		—	—	%		20,133	0.49	%
CRE – Owner Occupied		766	0.04	%		766	0.04	%
Residential 1-4 Family – Consumer		29	NM			603	0.06	%
Total Term Extension	$	892			$	23,510

Combination - Term Extension and Interest Rate Reduction
Residential 1-4 Family – Consumer	$	127	0.01	%	$	959	0.09	%
Residential 1-4 Family – Revolving		—	—	%		15	NM
Total Combination - Term Extension and Interest Rate Reduction	$	127			$	974

Principal Forgiveness
CRE – Non-Owner Occupied		—	—	%		4,935	0.12	%
Total Principal Forgiveness	$	—			$	4,935

Total	$	1,019			$	29,419

NM = Not Meaningful

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The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three and nine months ended September 30,:


Three Months Ended
2024

Term Extension
Loan Type				Financial Effect
CRE – Owner Occupied				Added a weighted-average 3.0 years to the life of loans.

Nine Months Ended
2024

Other-Than-Insignificant Payment Delay and Term Extension
Loan Type				Financial Effect
Commercial and Industrial				Added a weighted-average 1.0 years to the life of loans.
CRE – Non-Owner Occupied				Added a weighted-average 1.6 years to the life of loans.

Term Extension
Loan Type				Financial Effect
CRE – Owner Occupied				Added a weighted-average 3.0 years to the life of loans.


Three Months Ended
2023

Term Extension
Loan Type				Financial Effect
CRE – Owner Occupied				Added a weighted-average 0.2 years to the life of loans.

Nine Months Ended
2023

Term Extension
Loan Type				Financial Effect
Commercial and Industrial				Added a weighted-average 0.2 years to the life of loans.
CRE – Owner Occupied				Added a weighted-average 0.2 years to the life of loans.
CRE – Non-Owner Occupied				Added a weighted-average 0.5 years to the life of loans.
Residential 1-4 Family – Consumer				Added a weighted-average 10.7 years to the life of loans.

Combination - Term Extension and Interest Rate Reduction
Loan Type				Financial Effect
Residential 1-4 Family – Consumer				Added a weighted-average 20.3 years to the life of loans and reduced the weighted average contractual interest rate from 8.2% to 7.6%.
Residential 1-4 Family – Revolving				Added a weighted-average 19.1 years to the life of loans and reduced the weighted average contractual interest rate from 10.5% to 7.3%.

Principal Forgiveness
Loan Type				Financial Effect
CRE – Non-Owner Occupied				Reduced the amortized cost basis of loans by $3.5 million.

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The Company considers a default of a TLM to occur when the borrower is 90 days past due following the modification or a foreclosure and repossession of the applicable collateral occurs. During the three and nine months ended September 30, 2024 and 2023, the Company did not have any material loans that went into default that had been modified and designated as TLMs in the twelve-month period prior to the time of default.

The Company monitors the performance of TLMs to determine the effectiveness of the modifications. During the three and nine months ended September 30, 2024 and 2023, the Company did not have any material loans that have been modified and designated as TLMs that were past due.

As of September 30, 2024, there were no unfunded commitments on loans modified and designated as TLMs. As of December 31, 2023, unfunded commitments on loans modified and designated as TLMs were $1.6 million.

Allowance for Loan and Lease Losses

ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL using two primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:

●

Commercial: Construction and Land Development, CRE – Owner Occupied, CRE – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial

●

Consumer: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer

The following tables show the ALLL activity by loan segment for the three and nine months ended September 30, (dollars in thousands):

Three Months Ended

Nine Months Ended

2024

Commercial

Consumer

Total

Commercial

Consumer

Total

Balance at beginning of period

131,139

26,992

158,131

105,896

26,286

132,182

Initial Allowance on PCD American National loans

—

2,609

1,287

3,896

Loans charged-off

(1,642)

(1,077)

(2,719)

(8,675)

(3,026)

(11,701)

Recoveries credited to allowance

1,292

761

2,053

2,881

1,497

4,378

Initial Provision - Non-PCD American National loans

—

11,213

2,016

13,229

Provision charged to operations

1,931

1,289

3,220

18,796

(95)

18,701

Balance at end of period

132,720

27,965

160,685

132,720

27,965

160,685


	Three Months Ended						Nine Months Ended
	2023						2023
	Commercial		Consumer		Total		Commercial		Consumer		Total
Balance at beginning of period	$	92,970	$	27,713	$	120,683	$	82,753	$	28,015	$	110,768
Loans charged-off		(788)		(841)		(1,629)		(7,589)		(2,368)		(9,957)
Recoveries credited to allowance		878		457		1,335		1,911		1,626		3,537
Provision charged to operations		5,880		(642)		5,238		21,865		(586)		21,279
Balance at end of period	$	98,940	$	26,687	$	125,627	$	98,940	$	26,687	$	125,627

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The following table presents additional information related to the acquired American National loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands):


		April 1, 2024
PCD Loans:
Book value of acquired loans at acquisition	$	89,418
Initial ACL at acquisition		(3,896)
Non-credit discount at acquisition		(10,466)
Purchase Price	$	75,056

Non-PCD Loans:
Fair Value	$	2,073,037
Gross contractual amounts receivable		2,503,707
Estimate of contractual cash flows not expected to be collected		10,887

Credit Quality Indicators

Credit quality indicators are used to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is risk rating categories of Pass, Watch, Special Mention, Substandard, and Doubtful. For classes of loans within the Consumer segment, the primary credit quality indicator used for evaluating credit quality and estimating ALLL is delinquency bands of current, 30-59, 60-89, 90+, and nonaccrual. While other credit quality indicators are evaluated and analyzed as part of the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.

The Company presents loan and lease portfolio segments and classes by credit quality indicator and vintage year. The Company defines the vintage date for the purpose of this disclosure as the date of the most recent credit decision. Renewals are categorized as new credit decisions and reflect the renewal date as the vintage date, except for renewals of loans modified for borrowers experiencing financial difficulty or TLMs, which are presented in the original vintage.

Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2023 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

Commercial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the Commercial segment. The Company defines pass loans as risk rated 1-5 and criticized loans as risk rated 6-9. See Note 3 “Loans and

Allowance For Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2023 Form 10-K for information on the Company’s risk rating system.

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The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of September 30, (dollars in thousands):


		2024
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2024		2023		2022		2021		2020		Prior		Loans		Total
Construction and Land Development
Pass	$	248,772	$	546,827	$	453,332	$	124,660	$	21,372	$	47,130	$	103,907	$	1,546,000
Watch		—		4,019		2,187		1,135		—		1,048		—		8,389
Special Mention		1,824		827		296		226		1,332		2,492		—		6,997
Substandard		160		81		22,945		991		1,527		1,441		—		27,145
Total Construction and Land Development	$	250,756	$	551,754	$	478,760	$	127,012	$	24,231	$	52,111	$	103,907	$	1,588,531
Current period gross write-off	$	—	$	—	$	(392)	$	—	$	—	$	—	$	—	$	(392)

CRE – Owner Occupied
Pass	$	119,494	$	237,967	$	286,271	$	267,150	$	253,840	$	1,053,513	$	27,073	$	2,245,308
Watch		32,278		9,567		13,374		1,927		2,539		36,841		51		96,577
Special Mention		1,163		9,527		1,590		1,748		2,878		14,266		2,201		33,373
Substandard		—		932		1,021		358		1,921		22,317		—		26,549
Total CRE – Owner Occupied	$	152,935	$	257,993	$	302,256	$	271,183	$	261,178	$	1,126,937	$	29,325	$	2,401,807
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(354)	$	—	$	(354)

CRE – Non-Owner Occupied
Pass	$	220,707	$	520,289	$	664,692	$	851,291	$	387,340	$	1,903,875	$	42,583	$	4,590,777
Watch		—		152		1,477		5,936		4,037		54,881		—		66,483
Special Mention		397		—		17,947		5,125		3,355		62,509		12,750		102,083
Substandard		—		13,758		—		1,128		39,701		71,782		73		126,442
Total CRE – Non-Owner Occupied	$	221,104	$	534,199	$	684,116	$	863,480	$	434,433	$	2,093,047	$	55,406	$	4,885,785
Current period gross write-off	$	—	$	—	$	—	$	—	$	(3,386)	$	—	$	—	$	(3,386)

Commercial & Industrial
Pass	$	627,486	$	688,535	$	571,125	$	331,698	$	138,708	$	259,312	$	925,580	$	3,542,444
Watch		3,266		25,712		79,979		1,000		588		17,882		44,303		172,730
Special Mention		46		4,961		9,119		3,653		2,674		290		46,054		66,797
Substandard		61		696		1,249		2,145		620		3,725		9,405		17,901
Total Commercial & Industrial	$	630,859	$	719,904	$	661,472	$	338,496	$	142,590	$	281,209	$	1,025,342	$	3,799,872
Current period gross write-off	$	—	$	(42)	$	(239)	$	(5)	$	(113)	$	(600)	$	(962)	$	(1,961)

Multifamily Real Estate
Pass	$	39,570	$	28,510	$	226,917	$	427,559	$	240,473	$	339,438	$	36,318	$	1,338,785
Watch		—		—		1,722		—		—		—		—		1,722
Special Mention		—		—		—		—		250		1,196		—		1,446
Substandard		—		14,212		—		—		—		1,512		53		15,777
Total Multifamily Real Estate	$	39,570	$	42,722	$	228,639	$	427,559	$	240,723	$	342,146	$	36,371	$	1,357,730
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	42,386	$	68,715	$	140,565	$	111,205	$	80,592	$	259,004	$	9,394	$	711,861
Watch		—		338		1,072		509		809		6,840		101		9,669
Special Mention		—		—		233		217		335		1,881		—		2,666
Substandard		519		—		—		232		613		3,502		253		5,119
Total Residential 1-4 Family – Commercial	$	42,905	$	69,053	$	141,870	$	112,163	$	82,349	$	271,227	$	9,748	$	729,315
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other Commercial
Pass	$	163,223	$	206,491	$	175,616	$	166,506	$	87,207	$	172,238	$	96,733	$	1,068,014
Watch		—		572		7,095		983		7,013		4,599		—		20,262
Special Mention		—		86		—		—		—		591		—		677
Substandard		—		493		—		—		41		2		99		635
Total Other Commercial	$	163,223	$	207,642	$	182,711	$	167,489	$	94,261	$	177,430	$	96,832	$	1,089,588
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(2,582)	$	—	$	(2,582)

Total Commercial
Pass	$	1,461,638	$	2,297,334	$	2,518,518	$	2,280,069	$	1,209,532	$	4,034,510	$	1,241,588	$	15,043,189
Watch		35,544		40,360		106,906		11,490		14,986		122,091		44,455		375,832
Special Mention		3,430		15,401		29,185		10,969		10,824		83,225		61,005		214,039
Substandard		740		30,172		25,215		4,854		44,423		104,281		9,883		219,568
Total Commercial	$	1,501,352	$	2,383,267	$	2,679,824	$	2,307,382	$	1,279,765	$	4,344,107	$	1,356,931	$	15,852,628
Total current period gross write-off	$	—	$	(42)	$	(631)	$	(5)	$	(3,499)	$	(3,536)	$	(962)	$	(8,675)

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The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, (dollars in thousands):


		2023
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2023		2022		2021		2020		2019		Prior		Loans		Total
Construction and Land Development
Pass	$	289,786	$	440,473	$	192,148	$	19,536	$	10,934	$	38,841	$	64,137	$	1,055,855
Watch		84		3,611		16,249		—		—		2,127		—		22,071
Special Mention		—		—		4,444		1,332		—		367		—		6,143
Substandard		114		1,244		1,248		20,705		205		265		—		23,781
Total Construction and Land Development	$	289,984	$	445,328	$	214,089	$	41,573	$	11,139	$	41,600	$	64,137	$	1,107,850
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(11)	$	—	$	(11)

CRE – Owner Occupied
Pass	$	175,627	$	257,889	$	194,030	$	239,549	$	259,502	$	750,180	$	23,689	$	1,900,466
Watch		5,919		1,311		4,768		4,422		9,146		27,829		399		53,794
Special Mention		786		849		249		—		5,150		9,549		611		17,194
Substandard		362		—		—		326		—		26,645		—		27,333
Total CRE – Owner Occupied	$	182,694	$	260,049	$	199,047	$	244,297	$	273,798	$	814,203	$	24,699	$	1,998,787
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(141)	$	—	$	(141)

CRE – Non-Owner Occupied
Pass	$	374,221	$	548,262	$	710,122	$	334,449	$	492,782	$	1,419,882	$	35,276	$	3,914,994
Watch		—		1,520		1,690		—		32,326		82,930		—		118,466
Special Mention		—		—		—		—		—		67,001		12,155		79,156
Substandard		4,837		—		2,121		17,956		5,899		28,972		—		59,785
Total CRE – Non-Owner Occupied	$	379,058	$	549,782	$	713,933	$	352,405	$	531,007	$	1,598,785	$	47,431	$	4,172,401
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(3,528)	$	—	$	(3,528)

Commercial & Industrial
Pass	$	981,290	$	617,805	$	409,973	$	178,578	$	122,160	$	168,368	$	923,359	$	3,401,533
Watch		2,708		38,711		512		1,379		18,065		4,943		22,832		89,150
Special Mention		108		32,714		981		3,310		1,722		1,513		19,865		60,213
Substandard		—		146		343		2,000		925		3,181		31,856		38,451
Total Commercial & Industrial	$	984,106	$	689,376	$	411,809	$	185,267	$	142,872	$	178,005	$	997,912	$	3,589,347
Current period gross write-off	$	—	$	—	$	(101)	$	—	$	—	$	(17)	$	(1,812)	$	(1,930)

Multifamily Real Estate
Pass	$	21,911	$	129,854	$	321,918	$	222,172	$	45,879	$	250,887	$	50,060	$	1,042,681
Watch		—		—		—		—		—		914		—		914
Special Mention		—		—		—		250		—		81		—		331
Substandard		14,222		—		—		—		3,703		146		—		18,071
Total Multifamily Real Estate	$	36,133	$	129,854	$	321,918	$	222,422	$	49,582	$	252,028	$	50,060	$	1,061,997
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	41,631	$	67,495	$	77,321	$	69,779	$	44,498	$	203,125	$	604	$	504,453
Watch		49		387		580		220		757		8,854		107		10,954
Special Mention		47		—		—		—		—		1,302		—		1,349
Substandard		57		—		614		279		624		3,997		253		5,824
Total Residential 1-4 Family – Commercial	$	41,784	$	67,882	$	78,515	$	70,278	$	45,879	$	217,278	$	964	$	522,580
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other Commercial
Pass	$	201,252	$	180,346	$	165,732	$	114,838	$	123,515	$	62,284	$	9,850	$	857,817
Watch		14,355		—		—		32		4		3,977		—		18,368
Special Mention		93		—		—		—		—		630		—		723
Total Other Commercial	$	215,700	$	180,346	$	165,732	$	114,870	$	123,519	$	66,891	$	9,850	$	876,908
Current period gross write-off	$	—	$	(101)	$	—	$	—	$	—	$	(3,016)	$	—	$	(3,117)

Total Commercial
Pass	$	2,085,718	$	2,242,124	$	2,071,244	$	1,178,901	$	1,099,270	$	2,893,567	$	1,106,975	$	12,677,799
Watch		23,115		45,540		23,799		6,053		60,298		131,574		23,338		313,717
Special Mention		1,034		33,563		5,674		4,892		6,872		80,443		32,631		165,109
Substandard		19,592		1,390		4,326		41,266		11,356		63,206		32,109		173,245
Total Commercial	$	2,129,459	$	2,322,617	$	2,105,043	$	1,231,112	$	1,177,796	$	3,168,790	$	1,195,053	$	13,329,870
Total current period gross write-off	$	—	$	(101)	$	(101)	$	—	$	—	$	(6,713)	$	(1,812)	$	(8,727)

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Consumer Loans

For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of September 30, (dollars in thousands):


		2024
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2024		2023		2022		2021		2020		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	109,941	$	170,351	$	290,571	$	281,489	$	154,185	$	254,128	$	13	$	1,260,678
30-59 Days Past Due		—		131		42		—		—		298		—		471
60-89 Days Past Due		—		—		717		5,078		—		1,155		—		6,950
90+ Days Past Due		—		72		95		—		—		1,723		—		1,890
Nonaccrual		—		318		2,292		1,122		—		8,193		—		11,925
Total Residential 1-4 Family – Consumer	$	109,941	$	170,872	$	293,717	$	287,689	$	154,185	$	265,497	$	13	$	1,281,914
Current period gross write-off	$	—	$	(76)	$	(3)	$	—	$	—	$	(19)	$	—	$	(98)

Residential 1-4 Family – Revolving
Current	$	13,213	$	35,769	$	47,624	$	10,700	$	3,936	$	1,793	$	615,503	$	728,538
30-59 Days Past Due		—		89		60		—		—		—		3,160		3,309
60-89 Days Past Due		—		178		130		—		—		—		2,364		2,672
90+ Days Past Due		—		—		14		—		—		—		1,172		1,186
Nonaccrual		—		54		115		—		46		—		2,745		2,960
Total Residential 1-4 Family – Revolving	$	13,213	$	36,090	$	47,943	$	10,700	$	3,982	$	1,793	$	624,944	$	738,665
Current period gross write-off	$	—	$	—	$	—	$	(28)	$	—	$	—	$	(145)	$	(173)

Auto
Current	$	1,840	$	60,423	$	161,406	$	77,325	$	34,173	$	15,206	$	—	$	350,373
30-59 Days Past Due		45		363		1,261		645		258		224		—		2,796
60-89 Days Past Due		—		103		210		81		57		17		—		468
90+ Days Past Due		—		112		171		20		73		25		—		401
Nonaccrual		—		46		276		96		76		38		—		532
Total Auto	$	1,885	$	61,047	$	163,324	$	78,167	$	34,637	$	15,510	$	—	$	354,570
Current period gross write-off	$	—	$	(153)	$	(653)	$	(263)	$	(59)	$	(62)	$	—	$	(1,190)

Consumer
Current	$	11,268	$	9,292	$	15,310	$	7,746	$	6,466	$	30,332	$	28,073	$	108,487
30-59 Days Past Due		11		73		179		11		24		371		31		700
60-89 Days Past Due		—		18		71		11		41		33		8		182
90+ Days Past Due		4		11		42		6		2		62		16		143
Nonaccrual		—		—		—		9		—		1		—		10
Total Consumer	$	11,283	$	9,394	$	15,602	$	7,783	$	6,533	$	30,799	$	28,128	$	109,522
Current period gross write-off	$	—	$	(192)	$	(93)	$	(26)	$	(525)	$	(591)	$	(138)	$	(1,565)

Total Consumer
Current	$	136,262	$	275,835	$	514,911	$	377,260	$	198,760	$	301,459	$	643,589	$	2,448,076
30-59 Days Past Due		56		656		1,542		656		282		893		3,191		7,276
60-89 Days Past Due		—		299		1,128		5,170		98		1,205		2,372		10,272
90+ Days Past Due		4		195		322		26		75		1,810		1,188		3,620
Nonaccrual		—		418		2,683		1,227		122		8,232		2,745		15,427
Total Consumer	$	136,322	$	277,403	$	520,586	$	384,339	$	199,337	$	313,599	$	653,085	$	2,484,671
Total current period gross write-off	$	—	$	(421)	$	(749)	$	(317)	$	(584)	$	(672)	$	(283)	$	(3,026)

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The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, (dollars in thousands):


		2023
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2023		2022		2021		2020		2019		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	120,480	$	266,261	$	265,255	$	154,440	$	32,591	$	214,214	$	14	$	1,053,255
30-59 Days Past Due		273		2,195		705		249		181		3,943		—		7,546
60-89 Days Past Due		208		—		—		—		—		1,596		—		1,804
90+ Days Past Due		—		—		1,713		—		—		2,757		—		4,470
Nonaccrual		205		875		870		—		38		9,110		—		11,098
Total Residential 1-4 Family – Consumer	$	121,166	$	269,331	$	268,543	$	154,689	$	32,810	$	231,620	$	14	$	1,078,173
Current period gross write-off	$	—	$	(16)	$	(21)	$	—	$	(69)	$	(95)	$	—	$	(201)

Residential 1-4 Family – Revolving
Current	$	42,593	$	54,560	$	11,756	$	4,348	$	937	$	1,115	$	496,275	$	611,584
30-59 Days Past Due		—		14		—		—		39		—		2,185		2,238
60-89 Days Past Due		181		148		—		—		—		26		1,074		1,429
90+ Days Past Due		—		—		—		—		—		—		1,095		1,095
Nonaccrual		—		154		27		51		—		—		2,855		3,087
Total Residential 1-4 Family – Revolving	$	42,774	$	54,876	$	11,783	$	4,399	$	976	$	1,141	$	503,484	$	619,433
Current period gross write-off	$	—	$	—	$	(3)	$	—	$	—	$	—	$	(55)	$	(58)

Auto
Current	$	77,293	$	210,692	$	107,568	$	52,742	$	24,877	$	7,385	$	—	$	480,557
30-59 Days Past Due		526		2,022		1,095		612		292		190		—		4,737
60-89 Days Past Due		61		326		298		58		96		33		—		872
90+ Days Past Due		36		210		24		112		23		5		—		410
Nonaccrual		39		120		63		69		59		—		—		350
Total Auto	$	77,955	$	213,370	$	109,048	$	53,593	$	25,347	$	7,613	$	—	$	486,926
Current period gross write-off	$	(64)	$	(487)	$	(295)	$	(145)	$	(69)	$	(80)	$	—	$	(1,140)

Consumer
Current	$	12,453	$	23,303	$	10,442	$	7,999	$	15,176	$	24,056	$	26,058	$	119,487
30-59 Days Past Due		21		156		28		32		129		366		38		770
60-89 Days Past Due		11		82		40		14		47		21		17		232
90+ Days Past Due		63		72		10		—		—		4		3		152
Total Consumer	$	12,548	$	23,613	$	10,520	$	8,045	$	15,352	$	24,447	$	26,116	$	120,641
Current period gross write-off	$	(43)	$	(66)	$	(124)	$	(851)	$	(23)	$	(679)	$	(83)	$	(1,869)

Total Consumer
Current	$	252,819	$	554,816	$	395,021	$	219,529	$	73,581	$	246,770	$	522,347	$	2,264,883
30-59 Days Past Due		820		4,387		1,828		893		641		4,499		2,223		15,291
60-89 Days Past Due		461		556		338		72		143		1,676		1,091		4,337
90+ Days Past Due		99		282		1,747		112		23		2,766		1,098		6,127
Nonaccrual		244		1,149		960		120		97		9,110		2,855		14,535
Total Consumer	$	254,443	$	561,190	$	399,894	$	220,726	$	74,485	$	264,821	$	529,614	$	2,305,173
Current period gross write-off	$	(107)	$	(569)	$	(443)	$	(996)	$	(161)	$	(854)	$	(138)	$	(3,268)

As of September 30, 2024 and December 31, 2023, the Company did not have any significant revolving loans convert to term.

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5. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from previous acquisitions. The Company has determined that CDI have finite lives and amortizes them over their estimated useful lives. CDI are being amortized over the period of expected benefit, which ranges from four years to ten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from four years to ten years, using various methods. The Company concluded that there was no impairment to goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.

As a result of the American National acquisition, the Company’s associated goodwill at September 30, 2024 totaled $287.5 million. During the quarter ended September 30, 2024, the Company adjusted the American National acquisition allocation of the purchase price for certain provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period and reclassification adjustments recorded in this quarter relate to deferred taxes, the fair values of long-term borrowings, and foreclosed properties, which resulted in a $5.2 million increase in the preliminary goodwill recognized during the second quarter of 2024.

The following table provides information on the significant components of goodwill and other acquired intangible assets as of the periods ended (dollars in thousands).


	Gross		Additions:				Net
	Carrying		American National		Accumulated		Carrying
	Value		Acquisition⁽¹⁾		Amortization		Value
September 30, 2024
Goodwill	$	925,211	$	287,499	$	—	$	1,212,710
CDI		85,491		74,410		(80,828)		79,073
Other amortizable intangibles		3,977		10,277		(3,151)		11,103
December 31, 2023
Goodwill	$	925,211	$	—	$	—	$	925,211
CDI		85,491		—		(68,599)		16,892
Other amortizable intangibles		3,977		—		(1,686)		2,291

⁽¹⁾Includes initial goodwill of $282.3 million and a goodwill adjustment of $5.2 million related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information.

The following table presents the Company’s goodwill and intangible assets by operating segment as of the periods ended (dollars in thousands):


	Wholesale Banking		Consumer Banking		Corporate Other		Total
September 30, 2024
Goodwill ⁽¹⁾	$	845,239	$	362,245	$	5,226	$	1,212,710
Intangible Assets ⁽²⁾		9,032		830		80,314		90,176
December 31, 2023
Goodwill	$	639,180	$	286,031	$	—	$	925,211
Intangible Assets		1,302		989		16,892		19,183

⁽¹⁾Wholesale Banking and Consumer Banking includes gross carrying values of $209.9 million and $77.6 million, respectively, which were added in the second quarter of 2024 related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information.

⁽²⁾Wholesale Banking and Corporate Other includes gross carrying values of $8.4 million and $76.3 million, respectively, which were added in the second quarter of 2024 related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information.

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Amortization expense of intangibles for the three months ended September 30, 2024 and 2023 totaled $5.8 million and $2.2 million, respectively. Amortization expense of intangibles for the nine months ended September 30, 2024 and 2023 totaled $13.7 million and $6.7 million, respectively. As of September 30, 2024, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):


For the remaining three months of 2024	$	5,615
2025