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

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

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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Table of Contents

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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Table of Contents

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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Table of Contents

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)

(


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

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.