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 Filed Pursuant to Rule 424(b)(4)
 Registration No. 333-281290
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 6, 2024)
9,859,155 Shares
[MISSING IMAGE: lg_atlanticunionbank-4c.jpg]
Atlantic Union Bankshares Corporation
Common Stock
Atlantic Union Bankshares Corporation has entered into a forward sale agreement with Morgan Stanley & Co. LLC or its affiliate (the “forward purchaser”), in respect of an aggregate of 9,859,155 shares of our common stock, par value $1.33 per share (our “common stock”). In connection with the forward sale agreement between us and the forward purchaser, the forward purchaser or its affiliate is expected to borrow from third parties an aggregate of 9,859,155 shares of our common stock. Such borrowed shares of our common stock will be delivered by Morgan Stanley & Co. LLC (in such capacity, the “forward seller”) for sale to the underwriters (as defined below) in this offering. In the event that (i) the forward purchaser (or its affiliate) is unable through commercially reasonable efforts to borrow and deliver for sale to the underwriters on the anticipated closing date the number of shares of our common stock to be sold to the underwriters or (ii) in the forward purchaser’s commercially reasonable judgment either it is impracticable to do so or the forward purchaser (or its affiliate) would incur a stock loan rate greater than a specified rate to borrow and deliver for sale to the underwriters on the anticipated closing date such number of shares of our common stock, or if certain other conditions to the forward seller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchaser or its affiliate does not borrow and deliver. Under such circumstances, the number of shares of our common stock underlying the forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell to the underwriters.
We will not initially receive any proceeds from the sale of the shares of our common stock sold by the forward seller to the underwriters. We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. We may also elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement. If we elect to cash settle or net share settle the forward sale agreement, then we may not receive any proceeds from the issuance of shares of our common stock in respect of the forward sale agreement, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement). See “Underwriting (Conflicts of Interest) — Forward Sale Agreement” for a description of the forward sale agreement.
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AUB.” The last reported sale price of our common stock on the NYSE on October 18, 2024 was $38.81 per share.
The public offering price of the shares of our common stock offered pursuant to this prospectus supplement is $35.50 per share. The underwriters have agreed to purchase shares of our common stock from the forward seller at a price of $34.08 per share. We expect to receive net proceeds from this offering and the full physical settlement of the forward sale agreement, before expenses, of approximately $336.0 million (or approximately $386.4 million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), based upon the initial forward sale price of $34.08 per share. The forward sale price is subject to adjustments pursuant to the terms of the forward sale agreement, and the actual proceeds, if any, will be calculated as described in this prospectus supplement.
The underwriters may offer shares of our common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. See “Underwriting (Conflicts of Interest).”
Investing in our common stock involves certain risks. Please read the “Risk Factors” beginning on page S-11 of this prospectus supplement, as well as the risks set forth in our other filings with the Securities and Exchange Commission (“SEC”), which are incorporated by reference in this prospectus supplement and the accompanying base prospectus, for a discussion of certain risks that should be considered in connection with an investment in our common stock.
The underwriters have been granted an option to purchase up to an additional 1,478,873 shares of our common stock at a price of $34.08 per share, exercisable within 30 days from the date of this prospectus supplement. If such option is exercised, then we plan to enter into an additional forward sale agreement with the forward purchaser in respect of the number of shares of our common stock that is subject to the exercise of such option. Unless the context requires otherwise, the term “forward sale agreement” as used in this prospectus supplement includes any additional forward sale agreement that we elect to enter into in connection with the exercise by the underwriters of their option to purchase additional shares. In the event that the forward purchaser (or its affiliate) does not borrow and deliver for sale to the underwriters on the anticipated closing date for the exercise of such option the number of shares of our common stock to be sold to the underwriters, then we will issue and sell directly to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchaser or its affiliate does not borrow and deliver. Under such circumstances, the number of shares of our common stock underlying the additional forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell to the underwriters.
None of the SEC, any state securities commission or banking agency, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
These securities are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the FDIC or any other governmental agency.
The underwriters expect to deliver the shares through the book-entry facilities of The Depositary Trust Company on or
about October 22, 2024.
Lead Book-Running Manager
Morgan Stanley
Book-Running Manager
BofA Securities
Co-Managers
Piper SandlerStephens
The date of this prospectus supplement is October 21, 2024.

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ABOUT THIS PROSPECTUS SUPPLEMENT
Unless the context otherwise requires or except as otherwise indicated, when we refer to “Atlantic Union,” the “Company,” “we,” “us,” or “our” in this prospectus supplement or when we otherwise refer to ourselves in this prospectus supplement, we mean Atlantic Union Bankshares Corporation, a financial holding company organized under the laws of the Commonwealth of Virginia, and do not include our consolidated subsidiaries or other affiliates. References to “Atlantic Union Bank” or the “Bank” mean Atlantic Union Bank, a Federal Reserve member bank chartered under the laws of the Commonwealth of Virginia, and Atlantic Union’s bank subsidiary. References to “Sandy Spring” mean Sandy Spring Bancorp, Inc., a Maryland corporation and the bank holding company for Sandy Spring Bank, together with its subsidiaries. References to “Sandy Spring Bancorp” mean Sandy Spring Bancorp, Inc., and do not include its consolidated subsidiaries or other affiliates. The term “you” refers to a prospective investor.
This document is comprised of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying base prospectus, which gives more general information, some of which will not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both documents combined. If the information set forth in this prospectus supplement differs in any way from the information in the accompanying base prospectus, you should rely on the information in this prospectus supplement. If the information set forth in this prospectus supplement conflicts with any statement in a document we have incorporated by reference, then you should consider only the statement in the more recent document.
The accompanying base prospectus is part of a registration statement that we filed with the SEC using a shelf registration statement. Under the shelf registration process, from time to time, we may offer and sell to the public any combination of the securities described in the accompanying base prospectus, including our common stock, up to an indeterminate amount.
It is important that you read and consider all of the information contained in this prospectus supplement, the accompanying base prospectus and any free writing prospectus filed by us with the SEC related to this offering in making your investment decision. You should also read and consider the information in the documents to which we have referred you in “Where You Can Find More Information” on page S-51 of this prospectus supplement and “Where You Can Find More Information” on page 2 of the accompanying base prospectus.
The distribution of this prospectus supplement, the accompanying base prospectus and any free writing prospectus and the offering of the shares of our common stock in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement, the accompanying base prospectus and any free writing prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement, the accompanying base prospectus and any free writing prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
We are responsible only for the information contained in or incorporated by reference into this prospectus supplement and the accompanying base prospectus or information contained in a free writing prospectus that we authorize to be delivered to you. This prospectus supplement and the accompanying base prospectus may be used only for the purpose for which they have been prepared. No one is authorized to give you information other than that contained in this prospectus supplement, the accompanying base prospectus, any related free writing prospectus and the documents incorporated by reference into this prospectus supplement. We, the underwriters, the forward purchaser and the forward seller have not authorized any other person to provide you with different information. We do not, and the underwriters do not, take responsibility for any other information that others may give you.
We, the underwriters, the forward purchaser and the forward seller are not making an offer to sell these securities in any jurisdiction where such an offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any related free writing prospectus or any document incorporated by reference is accurate as of any date other than the date of the
 
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applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. Neither this prospectus supplement nor the accompanying base prospectus constitutes an offer, or an invitation on our behalf or on behalf of the underwriters, to subscribe for or purchase any of the securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement and the accompanying base prospectus, including any information included or incorporated by reference into this prospectus supplement and the accompanying base prospectus, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “confidence,” “continue,” “could,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goals,” “guidance,” “intend,” “if,” “likely,” “may,” “opportunity,” “plan,” “position,” “potential,” “project,” “ seek,” “should,” “strategy,” “target,” “view,” “will,” “would” or similar statements or variations of such words and other similar expressions. All statements other than historical facts are “forward-looking statements” within the meaning of the Reform Act, including statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions that are not historical facts.
These forward-looking statements reflect our current views about future events and financial performance and involve certain risks, uncertainties, assumptions, and changes in circumstances (some of which are beyond our control) that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, those described in “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “2023 10-K”) and any report subsequently filed with the SEC, and the risks described in this prospectus supplement and the accompanying base prospectus. All risks, uncertainties and assumptions described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated by such forward-looking statements may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our businesses or operations. Readers are cautioned not to put undue reliance on any forward-looking statements.
Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs, and our loan and securities portfolios;

inflation and its impacts on economic growth and customer and client behavior;

adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;

the sufficiency of liquidity and changes in our capital positions;

general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth;

risks relating to the dilutive effect caused by the issuance of shares of our common stock in connection with the proposed Merger (as defined below);
 
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the possibility that the proposed Merger may be more expensive or take longer to complete than anticipated and that the anticipated benefits of the proposed Merger, including anticipated cost savings and strategic gains, may not be realized fully or at all or may take longer to realize than expected;

the impact of significant transaction and Merger-related costs to be incurred in connection with the transactions contemplated by the merger agreement (as defined below);

the possibility that regulatory approvals for the proposed Merger and/or Bank Merger (as defined below) may not be received, may take longer than expected or may impose conditions that are not currently anticipated, cannot be met, or that could have an adverse effect on the combined company following the proposed Merger and/or Bank Merger;

reputational risk and the risk of adverse reaction of our, Sandy Spring’s and our respective affiliates’ customers, vendors, employees or other business partners to the proposed Merger;

the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;

the impact after closing of factors different from those that historically have affected or currently affect our common stock and Sandy Spring common stock (as defined below);

risks related to Sandy Spring’s business to which we will be subject after closing, including its commercial real estate loan portfolio;

the impact of any potential impairment of the goodwill recorded in connection with the transactions contemplated by the merger agreement and the acquisition of Sandy Spring;

the possibility that the combined company may not effectively manage its expanded operations;

business uncertainties and contractual restrictions that we and Sandy Spring are subject to while the proposed Merger is pending;

the prevention or delay of completion of the proposed Merger by any shareholder litigation that may be instituted against us or Sandy Spring;

the possibility that important conditions, including approval of the merger agreement by our shareholders and Sandy Spring stockholders and of the issuance of shares of common stock by our shareholders are not satisfied or waived;

the impact of purchase accounting with respect to the proposed Merger and/or our completed acquisition of American National Bankshares Inc. (“American National”), or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks;

the possibility that the anticipated benefits of the completed American National acquisition, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the recent integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events;

potential adverse reactions or changes to business or employee relationships, including those resulting from the completed American National acquisition;

monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury (“Treasury”) and the Federal Reserve;

the quality or composition of our loan or investment portfolios and changes therein;

demand for loan products and financial services in our market areas;

our ability to manage our growth or implement our growth strategy;

our inability to effectively manage operating expenses;

the introduction of new lines of business or new products and services;
 
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our ability to recruit and retain key employees;

real estate values in our lending area;

changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;

an insufficient allowance for credit losses (“ACL”) or volatility in the ACL resulting from the current expected credit losses (“CECL”) methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;

concentrations of loans secured by real estate, particularly commercial real estate;

the effectiveness of our credit processes and management of our credit risk;

our ability to compete in the market for financial services and increased competition from fintech companies;

technological risks and developments, and cyber threats, attacks, or events;

operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;

the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, or on other aspects of our business operations and on financial markets and economic growth;

performance by our counterparties or vendors;

deposit flows;

the availability of financing and the terms thereof;

the level of prepayments on loans and mortgage-backed securities;

the effects of legislative or regulatory changes and requirements, including changes in federal, state or local tax laws;

actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;

any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and

other factors, assumptions, risks, or uncertainties described in any of our annual, quarterly or current reports, many of which are beyond our control.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results or financial condition. Forward-looking statements speak only as of the date they are made and we undertake no obligation to publicly update, revise or clarify any forward-looking statements included or incorporated by reference in this prospectus supplement, whether as a result of new information, future events or otherwise, except to the extent required by law. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.
 
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SUMMARY
This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus supplement and the accompanying base prospectus. As a result, it does not contain all of the information that may be important to you or that you should consider before investing in our common stock. You should carefully read this prospectus supplement and the accompanying base prospectus, including the “Risk Factors” section beginning on page S-11 and the documents incorporated by reference, which are described under “Where You Can Find More Information” on page S-51. To the extent the information in this prospectus supplement is inconsistent with the information in the accompanying base prospectus or information incorporated by reference herein, you should rely on the information in this prospectus supplement.
Atlantic Union Bankshares Corporation
Atlantic Union Bankshares Corporation is a financial holding company and bank holding company organized under the laws of the Commonwealth of Virginia and registered under the Bank Holding Company Act. We are headquartered in Richmond, Virginia and provide a wide range of financial services and products to commercial and retail clients through our wholly-owned subsidiary bank, Atlantic Union Bank, a Federal Reserve member bank chartered under the laws of the Commonwealth of Virginia.
As of June 30, 2024, Atlantic Union Bank operated 129 branches and approximately 150 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.
As of June 30, 2024, we had approximately $24.8 billion in assets, $18.3 billion in loans held for investment (net of deferred fees and costs), $20.0 billion in deposits, and $3.0 billion in stockholders’ equity.
Our common stock is traded on the NYSE under the symbol “AUB.”
Our principal executive offices are located at 4300 Cox Road, Glen Allen, Virginia 23060, and our telephone number is (804) 633-5031. Our website can be accessed at http://investors.atlanticunionbank.com. We are not incorporating the information on our website into this prospectus supplement, and the information on the website is not included in, nor is it a part of, this prospectus supplement.
Principal Products and Services
We are a full-service bank offering consumers and businesses a wide range of banking and related financial services, including checking, savings, certificates of deposit, and other depository services, as well as loans for commercial, industrial, residential mortgage, and consumer purposes. We also offer wealth management and trust services to individuals and corporations. In addition, through our wholly owned subsidiaries, we offer equipment financing services, and insurance products. Our customers have access to our products and services in-person via our full-service branches and ATMs, and virtually through our mobile and internet banking services. We strive to provide a differentiated customer experience that is authentically human and digital forward.
Lending Activities.   Our loan portfolio consists primarily of commercial, industrial, residential mortgage, and consumer loans. A substantial portion of our loan portfolio is represented by commercial and residential real estate loans (including acquisition and development loans and residential construction loans). The ability of our borrowers to honor their loan contracts is dependent on the real estate market and general economic conditions in those markets, as well as other factors. The majority of our commercial real estate and industrial loans are made to customers in Virginia, Maryland, North Carolina, and South Carolina.
Mortgage Banking.   Our mortgage division, Atlantic Union Home Loans, originates the majority of our residential mortgage loans to borrowers nationwide, largely with the intent to sell such loans into the secondary mortgage markets. We also originate certain mortgage loans to our customers within our branch footprint to hold for investment.
 
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Equipment Finance.   We provide equipment financing to commercial and corporate customers nationwide through Atlantic Union Equipment Finance, Inc., a wholly owned subsidiary of the Bank. Atlantic Union Equipment Finance, Inc. provides financing for a wide array of equipment types, including marine, tractors, trailers, buses, construction, manufacturing, and medical.
Wealth Management, Trust and Insurance.   We offer a wide variety of financial planning, wealth management, and trust services to individuals and corporations, which allows us to reach new customers and expand product offerings to our existing loan and deposit customers. We offer financial planning, trust and investment management, and retirement planning services through our team of experienced financial advisors. Through Atlantic Union Financial Consultants, LLC, we offer brokerage services and execute securities transactions through Raymond James Financial Services, Inc., an independent broker dealer.
Our insurance division, Union Insurance Group, LLC, is a wholly owned subsidiary of the Bank that operates under an agreement with Bankers Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association. Union Insurance Group, LLC generates revenue through the sale of various insurance products through Bankers Insurance LLC, including long-term care insurance and business owner policies.
Deposit Products and Treasury Services.   Our primary source of funds for our lending and investment activities are our deposit products. We provide both commercial and consumer customers a diverse array of deposit products, including checking accounts, savings accounts, and certificates of deposit, among others. Our deposits are primarily made to customers based in Virginia and portions of Maryland and North Carolina. In addition, we provide our customers a suite of products and services including, among others, credit cards (through an arrangement with Elan Financial Services), treasury management services, and capital market services.
Recent Developments
Proposed Acquisition of Sandy Spring Bancorp
We have entered into a definitive agreement and plan of merger (the “merger agreement”) with Sandy Spring Bancorp. The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Sandy Spring Bancorp will merge with and into Atlantic Union (the “Merger”), with Atlantic Union continuing as the surviving entity in the Merger. Immediately following the closing of the Merger, Sandy Spring Bancorp’s wholly owned banking subsidiary, Sandy Spring Bank, will merge with and into Atlantic Union Bank (the “Bank Merger”), with Atlantic Union Bank continuing as the surviving bank in the Bank Merger.
Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, each share of common stock, par value $1.00 per share, of Sandy Spring Bancorp (“Sandy Spring common stock”), issued and outstanding immediately prior to the effective time, other than shares of restricted Sandy Spring common stock and certain shares held by Atlantic Union or Sandy Spring, will be converted into the right to receive 0.900 shares (the “Exchange Ratio” and such shares, the “Merger Consideration”) of our common stock and cash in lieu of fractional shares.
As of June 30, 2024, Sandy Spring had total assets of approximately $14.0 billion, total deposits of approximately $11.3 billion, total liabilities of approximately $12.4 billion and stockholders’ equity of approximately $1.6 billion.
The Exchange Ratio is fixed. Therefore, the number of shares of our common stock that holders of Sandy Spring common stock will receive as Merger Consideration will not change if the trading price of our common stock or the market value of Sandy Spring common stock changes between the time of the execution of the merger agreement and the time the Merger is completed. The Exchange Ratio will not be adjusted or otherwise affected by the issuance of the shares of our common stock contemplated by this offering.
Upon completion of the proposed Merger, and assuming the completion of this offering of shares of our common stock, we expect that our shareholders, including the number of shares that may be issued upon full physical settlement of the forward sale agreement entered into in connection with this offering, will
 
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own approximately 71% of the combined company and former Sandy Spring stockholders will own approximately 29% of the combined company, disregarding any shares of our common stock that Sandy Spring stockholders may hold and any shares of Sandy Spring common stock that our shareholders may hold. At, or shortly after, the completion of the proposed Merger, we and/or Sandy Spring expect to sell approximately $2 billion of commercial real estate loans originally issued by Sandy Spring Bank and/or Atlantic Union Bank to one or more unrelated third parties after a bidding process. When complete, it is expected that the sale would reduce the combined company’s commercial real estate concentration, improve its loan/deposit liquidity profile, and bring the capital ratios of the newly combined entity closer in line with those we maintain pre-merger. However, there is no assurance that we or Sandy Spring will be able to find a prospective purchaser before the consummation of the Merger or sell the loans at a price or other terms acceptable to us.
Consummation of the proposed Merger will be subject to the satisfaction of customary closing conditions, including receipt of necessary shareholder and regulatory approvals, and we currently expect the closing of the transactions contemplated by the merger agreement, including the Merger, to be completed by the end of the third quarter of 2025. The merger agreement provides certain termination rights for both us and Sandy Spring and further provides that a termination fee will be payable by either us or Sandy Spring, as applicable, upon termination of the merger agreement under certain circumstances. The closing of this offering is not conditioned upon the closing of the Merger and the closing of the Merger is not conditioned upon the closing of this offering.
Atlantic Union Preliminary Third Quarter Results
The tables below present highlights of our unaudited preliminary financial results as of and for the periods indicated. These unaudited preliminary financial results have been prepared by, and are the responsibility of, our management. Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 will include our unaudited financial statements for the three and nine months ended September 30, 2024, including the footnote disclosures associated with our results, as well as management’s discussion and analysis of financial condition and results of operations.
Our unaudited financial statements for the three and nine months ended September 30, 2024 will not be available until after this offering is completed and, consequently, will not be available to you before your investment decision with respect to this offering. Preparation of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 could result in changes to the unaudited preliminary financial results presented below.
The following should be read in conjunction with (i) our consolidated financial statements and related notes, as well as management’s discussion and analysis of financial condition and results of operations, in our 2023 10-K and our other filings with the SEC that are incorporated by reference herein and (ii) the “Note of Caution Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus supplement and similar sections in our filings with the SEC that are incorporated by reference herein.
Statements of Income Data
(unaudited, in thousands)
Three Months Ended September 30,
Nine Months Ended 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
 
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Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
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
 
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Balance Sheet Data
(unaudited, in thousands)
September 30,
2024
2023
Assets
Securities available for sale, at fair value
$ 2,608,182 $ 2,084,928
Securities held to maturity, at carrying value
807,080 843,269
Loans held for investment, net of deferred fees and costs
18,337,299 15,283,620
Interest-bearing deposits in other banks
291,163 159,718
Liabilities
Total deposits
20,305,287 16,786,505
Securities sold under agreements to repurchase
59,227 134,936
Other short-term borrowings
375,000 495,000
Long-term borrowings
417,937 390,733
Sandy Spring Preliminary Third Quarter Results
The tables below present highlights of Sandy Spring’s unaudited preliminary financial results as of and for the periods indicated. These unaudited preliminary financial results have been prepared by, and are the responsibility of, Sandy Spring’s management. Sandy Spring’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 will include its unaudited financial statements for the three and nine months ended September 30, 2024, including the footnote disclosures associated with the results, as well as management’s discussion and analysis of financial condition and results of operations.
Sandy Spring’s unaudited financial statements for the three and nine months ended September 30, 2024 will not be available until after this offering is completed and, consequently, will not be available to you before your investment decision with respect to this offering. Preparation of Sandy Spring’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 could result in changes to the unaudited preliminary financial results presented below.
The following should be read in conjunction with Sandy Spring’s consolidated financial statements and related notes incorporated by reference herein, which are also included in its Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024.
Statements of Income Data
(unaudited, in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Interest income:
Interest and fees on loans
$ 154,339 $ 147,304 $ 456,309 $ 431,305
Interest on mortgage loans held for sale
364 238 801 697
Interest on SBA loans held for sale
2 2
Interest on deposits with banks
6,191 6,371 17,401 13,979
Interest and dividend income on investment securities:
Taxable
7,440 6,682 21,319 20,538
Tax-advantaged
1,762 1,811 5,385 5,376
Interest on federal funds sold
5 8 13
Total interest income
170,098 162,411 501,225 471,908
 
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Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Interest expense:
Interest on deposits
79,287 63,102 227,062 155,215
Interest on retail repurchase agreements and federal funds purchased
452 4,082 4,890 10,377
Interest on advances from Federal Home Loan Bank of Atlanta
5,001 6,200 16,394 21,623
Interest on subordinated debt
3,946 3,946 11,839 11,839
Total interest expense
88,686 77,330 260,185 199,054
Net interest income:
81,412 85,081 241,040 272,854
Provision/ (credit) for credit losses
6,316 2,365 9,724 (14,116)
Net interest income after provision/ (credit) for credit losses
75,096 82,716 231,316 286,970
Non-interest income:
Service charges on deposit accounts
3,009 2,704 8,765 7,698
Mortgage banking activities
1,529 1,682 4,524 4,744
Wealth management income
10,738 9,391 31,151 27,414
Insurance agency commissions
Income from bank owned life insurance
1,307 845 4,283 3,003
Bank card fees
435 450 1,293 1,315
Other income
2,697 2,319 7,653 6,344
Total non-interest income
19,715 17,391 57,669 50,518
Non-interest expenses:
Salaries and employee benefits
41,030 44,853 115,549 124,710
Occupancy expense of premises
4,657 4,609 14,278 14,220
Equipment expenses
3,841 3,811 11,672 11,688
Marketing
1,320 729 3,350 3,861
Outside data services
3,025 2,819 9,414 8,186
FDIC insurance
2,773 2,333 8,635 6,846
Amortization of intangible assets
2,323 1,245 6,527 3,820
Professional fees and services
6,577 4,509 16,403 12,354
Other expenses
7,391 7,563 23,219 22,227
Total non-interest expense
72,937 72,471 209,047 207,912
Income before income tax expense
21,874 27,636 79,938 129,576
Income tax expense
5,665 6,890 20,550 32,832
Net income
$ 16,209 $ 20,746 $ 59,388 $ 96,744
 
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Balance Sheet Data
(unaudited, in thousands)
September 30
2024
2023
Assets
Cash and cash equivalents
$ 750,346 $ 717,591
Net loans
11,360,493 11,176,932
Goodwill
363,436 363,436
Liabilities
Total deposits
11,737,694 11,151,012
Total borrowings
892,018 1,287,234
 
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The Offering
Issuer
Atlantic Union Bankshares Corporation.
Common stock offered by the forward seller(1)
9,859,155 shares of our common stock (or 11,338,028 shares of our common stock if the underwriters’ option to purchase additional shares is exercised in full).
Common stock to be outstanding immediately before this offering(2)
89,774,392 shares of our common stock.
Common stock to be outstanding after settlement of the forward sale agreement, assuming full physical settlement(1)(2)(3)(4)
99,633,547 shares of our common stock (or 101,112,420 shares of our common stock if the underwriters’ option to purchase additional shares is exercised in full).
Use of proceeds(1)(4)(5)
We will not initially receive any proceeds from the sale of the shares of our common stock sold by the forward seller to the underwriters.
We expect to receive net proceeds from this offering and the full physical settlement of the forward sale agreement, before expenses, of approximately $336.0 million (or approximately $386.4 million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), based upon the initial forward sale price of $34.08 per share. The forward sale price is subject to adjustments pursuant to the terms of the forward sale agreement, and the actual proceeds, if any, will be calculated as described in this prospectus supplement. See “Underwriting (Conflicts of Interest) — Forward Sale Agreement.”
We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. We may also elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement. If we elect to cash settle or net share settle the forward sale agreement, then we may not receive any proceeds from the issuance of shares of our common stock in respect of the forward sale agreement, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement).
We intend to use such net proceeds for general corporate purposes, which may include, among other uses, contributing Tier 1 capital into Atlantic Union Bank. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of us and our subsidiaries. See “Use of Proceeds.”
Dividend policy
Our current quarterly indicated dividend rate per share is $0.32. The quarterly dividends declared per share were $0.30 for the first three quarters of 2023 and $0.32 for the last quarter of 2023 and the first three quarters of 2024. Future dividends,
 
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declared at the discretion of our board of directors, will depend on our future earnings, cash flows and other factors.
Listing
Our common stock is listed on the NYSE under the symbol “AUB.”
Conflicts of interest
All of the proceeds of this offering (excluding proceeds, if any, paid to us with respect to any shares of our common stock that we issue and sell to the underwriters in lieu of the forward seller delivering and selling shares of our common stock to the underwriters) will be paid to the forward seller. As a result, the forward seller will receive more than 5% of the net proceeds of this offering, not including underwriting compensation. Accordingly, this offering is being made in compliance with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). See “Underwriting (Conflicts of Interest).”
Risk factors
An investment in our common stock involves various risks, and prospective investors should carefully consider the matters discussed under the caption entitled “Risk Factors” beginning on page S-11 of this prospectus supplement, beginning on page 5 of the accompanying base prospectus and in Item 1A in our 2023 10-K.
Accounting treatment
Before any issuance of shares of our common stock upon physical or net share settlement of the forward sale agreement, we expect that the shares issuable upon settlement of the forward sale agreement will be reflected in our diluted earnings per share calculation using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of our common stock that would be issued upon full physical settlement of the forward sale agreement over the number of shares of our common stock that could be purchased by us in the market (based on the average market price of our common stock during the applicable reporting period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period).
Consequently, before physical or net share settlement of the forward sale agreement and subject to the occurrence of certain events, we anticipate that there will be no dilutive effect on our earnings per share except during periods when the average market price of shares of our common stock is above the applicable adjusted forward sale price, which is initially $34.08 per share (which is the price at which the underwriters agree to buy the shares of our common stock offered hereby), subject to increase or decrease based on the specified rate less a spread, and subject to price adjustment and other provisions of the forward sale agreement, including a decrease based on amounts related to expected dividends on our common stock on dates specified in the forward sale agreement and if the cost to the forward purchaser (or its affiliate) of borrowing a number of shares of our common stock underlying the forward sale agreement exceeds a specified amount. However,
 
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if we decide to physically settle or net share settle the forward sale agreement, then delivery of shares of our common stock to the forward purchaser on any such physical or (to the extent we are obligated to deliver shares of our common stock) net share settlement of the forward sale agreement would result in dilution to our earnings per share.
(1)
We currently anticipate that if the underwriters exercise their option to purchase additional shares, then the forward purchaser (or its affiliate) will borrow such additional shares from third parties for sale by the forward seller to the underwriters, and that we will enter into an additional forward sale agreement with the forward purchaser in connection therewith.
(2)
Based on the number of our issued and outstanding shares of our common stock as of September 30, 2024.
(3)
The number of shares outstanding after settlement of the forward sale agreement, assuming physical settlement assumes that we will not be required to issue and sell shares of our common stock that are the subject of this offering in lieu of the forward seller delivering borrowed shares to the underwriters as further described elsewhere in this prospectus supplement.
(4)
The forward seller has advised us that it or its affiliate intends to acquire shares of our common stock to be sold under this prospectus supplement through borrowings from third-party stock lenders. Subject to the occurrence of certain events, we will not be obligated to deliver shares of our common stock, if any, under the forward sale agreement until physical or net share settlement of the forward sale agreement, which we expect will be within 18 months from the date hereof. Except in certain circumstances, and subject to certain conditions, we have the right to elect cash settlement or net share settlement under the forward sale agreement. See “Underwriting (Conflicts of Interest) — Forward Sale Agreement” for a description of the forward sale agreement.
(5)
The forward sale price is subject to adjustment pursuant to the terms of the forward sale agreement, and any net proceeds to us are subject to settlement of the forward sale agreement.
Unless we indicate otherwise, all information in this prospectus supplement regarding the number of shares of our common stock to be outstanding after this offering assumes no exercise of the underwriters’ option to purchase additional shares.
 
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus supplement, in the documents incorporated by reference into this prospectus supplement and in the accompanying base prospectus, including our 2023 10-K, as supplemented or updated by our other filings with the SEC before deciding whether this investment is suited to your particular circumstances. These risks are not the only risks we face. Our business operations could also be affected by additional factors that are not currently known to us or that we currently consider to be immaterial to our operations. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.
Risk Factors Relating to This Offering, Our Common Stock and the Forward Sale Agreement
The actual financial positions and results of operations of Atlantic Union, Sandy Spring and the combined company may differ materially from the unaudited pro forma condensed combined financial data included in this prospectus supplement.
The unaudited pro forma condensed combined financial information contained in this prospectus supplement is presented for illustrative purposes only and may not be an indication of what our financial position or results of operations would have been had the transactions contemplated by the merger agreement been completed on the dates indicated. The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of Atlantic Union, Sandy Spring and American National, and certain adjustments and assumptions have been made regarding the combined businesses after giving effect to the transactions. The assets and liabilities of Sandy Spring and American National have been measured at fair value based on various preliminary estimates using assumptions that our management believes are reasonable using information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the unaudited pro forma condensed combined financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma condensed combined financial information and the combined company’s financial position and future results of operations.
In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the closing of the transactions contemplated by the merger agreement. Any potential decline in our financial condition or results of operations may cause significant variations in our share price.
There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.
Except as described under “Underwriting (Conflicts of Interest),” we are not restricted from issuing additional shares of our common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock. The issuance of any common stock by us pursuant to the forward sale agreement upon physical settlement or net share settlement thereof, or in lieu of the forward seller selling our common stock to the underwriters as further described elsewhere in this prospectus supplement, will increase the number of shares of our common stock that we have outstanding.
To maintain our or our subsidiaries’ capital at desired or regulatory-required levels, we may issue additional shares of our common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of our common stock. We may sell these shares at prices below the current market price of shares, and the sale of these shares may significantly dilute shareholder ownership. We could also issue additional shares in connection with acquisitions of other financial institutions such as Sandy Spring, which would also dilute shareholder ownership.
The market price of our common stock could decline as a result of sales of shares of our common stock or sales of such other securities made after this offering or the perception that such sales could occur.
 
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Our stock price may be volatile, which could result in losses to our investors and litigation against us.
Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors, some of which are unrelated to our financial performance, including, among other things:

actual or anticipated variations in quarterly results of operations;

changes in our coverage by securities analysts and/or changes in their estimates of our financial performance or recommendations;

operating and stock price performance of other companies that investors deem comparable to us;

news reports relating to trends, concerns and other issues in the financial services industry;

perceptions in the marketplace regarding us and/or our competitors;

new technology used, or services offered, by competitors;

significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

failure to integrate acquisitions or realize anticipated benefits from acquisitions;

changes in government regulations;

geopolitical conditions such as acts or threats of terrorism, military conflicts, the effects (or perceived effects) of pandemics, trade relations and weather-related disasters; and

the realization of any of the other risks presented in our 2023 10-K.
General market fluctuations, including real or anticipated changes in the strength of the local economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; and interest rate changes, oil price volatility or credit loss trends could also cause our stock price to decrease regardless of our operating results.
Moreover, in the past, securities class action lawsuits have been instituted against some companies following periods of volatility in the market price of its securities. We could in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert management’s attention and resources from our normal business.
The trading volumes in our common stock may not provide adequate liquidity for investors.
Shares of our common stock are listed on the NYSE; however, the average trading volume is less than that of other larger financial institutions. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given these factors, a shareholder may have difficulty selling shares of our common stock at an attractive price (or at all). Additionally, shareholders may not be able to sell a substantial number of shares of our common stock for the same price at which shareholders could sell a smaller number of shares. Given the current daily average trading volume of our common stock, significant sales of our common stock in a brief period of time, or the expectation of these sales, could cause a significant decline in the price of our common stock.
An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment.
An investment in our common stock is not a bank deposit and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for the reasons described herein and you will bear the risk of loss if the value or market price of our common stock is adversely affected.
 
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Holders of our indebtedness and of depositary shares related to our Series A preferred stock have rights that are senior to those of our common shareholders.
At June 30, 2024, we had outstanding subordinated notes, trust preferred securities and accompanying subordinated debentures and preferred stock totaling $416.8 million. Payments of the principal and interest on the subordinated notes and the subordinated debentures accompanying the trust preferred securities and dividends on the preferred stock are senior to payments with respect to shares of our common stock. We also conditionally guarantee payments of the principal and interest on the trust preferred securities. As a result, we must make payments on these debt instruments (including the related trust preferred securities) and preferred shares before any dividends can be paid on our common stock and, in the event of bankruptcy, dissolution or liquidation, the holders of the debt and preferred shares must be satisfied before any distributions can be made on our common stock. We have the right to defer distributions on the subordinated debentures related to the trust preferred securities (and the related guarantee of payments on the trust preferred securities) for up to five years, during which time no dividends may be paid on our common stock. If our financial condition deteriorates or if we do not receive required regulatory approvals, we may be required to defer distributions on the subordinated debentures related to the trust preferred securities (and the related guarantee of payments on the trust preferred securities).
We may from time to time issue or acquire additional senior or subordinated indebtedness or preferred stock that would have to be repaid before our shareholders would be entitled to receive any of our assets.
Settlement provisions contained in the forward sale agreement could result in substantial dilution to our earnings per share and return on equity or result in substantial cash payment obligations.
The forward purchaser will have the right to accelerate the forward sale agreement and require us to physically settle on a date specified by the forward purchaser if:

it (or its affiliate) (i) is unable to borrow a number of shares of our common stock equal to the number of shares of our common stock underlying the forward sale agreement because of the lack of sufficient shares being made available for share borrowing by lenders or (ii) would incur a stock loan rate greater than the rate specified in the forward sale agreement to continue to borrow such shares;

certain ownership thresholds applicable to the forward purchaser, its affiliates and other persons who may form a beneficial share ownership group or whose ownership positions would be aggregated with the forward purchaser are exceeded;

we declare any dividend or distribution on our common stock that constitutes an extraordinary dividend or is payable in (i) cash in excess of a specified amount (other than extraordinary dividends), (ii) securities of another company owned (directly or indirectly) by us as a result of a spin-off or similar transaction or (iii) any other type of securities (other than our common stock), rights, warrants or other assets for payment at less than the prevailing market price, as reasonably determined by the forward purchaser;

there is an announcement of any event or transaction that, if consummated, would result in certain extraordinary events (as such term is defined in the forward sale agreement and which includes certain mergers (other than the Merger or the Bank Merger) and tender offers and the delisting of our common stock); or

certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into the forward sale agreement or the occurrence of a hedging disruption or a change in law (as such terms are defined in the forward sale agreement).
The forward purchaser’s decision to exercise its right to accelerate the settlement of the forward sale agreement will be made irrespective of our need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions of the forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share and return on equity.
We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward
 
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settlement dates within approximately 18 months from the date hereof. We may also elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement. Upon physical settlement or, if we so elect, net share settlement of the forward sale agreement, delivery of shares of our common stock in connection with such physical settlement or (to the extent we are obligated to deliver shares of our common stock) net share settlement will result in dilution to our earnings per share and return on equity. If we elect cash settlement or net share settlement with respect to all or a portion of the shares of our common stock underlying the forward sale agreement, then we expect that the forward purchaser (or an affiliate thereof) will purchase a number of shares of our common stock necessary to satisfy its or its affiliate’s obligation to return the shares of our common stock borrowed from third parties in connection with sales of shares of our common stock related to the forward sale agreement and, if applicable in connection with net share settlement, to deliver shares of our common stock to us. If the market value of our common stock at the time of such purchase (as determined pursuant to the terms of the forward sale agreement) is above the forward sale price under the forward sale agreement at that time, then we would pay or deliver, as the case may be, to the forward purchaser under the forward sale agreement, an amount in cash, or a number of shares of our common stock with a market value (as determined pursuant to the terms of the forward sale agreement), equal to such difference. Any such difference could be significant.
In addition, the purchase of shares of our common stock in connection with the forward purchaser or its affiliate unwinding its hedge position could cause the price of our common stock to increase over such time (or reduce or prevent a decrease over such time), thereby increasing the amount of cash we would owe to the forward purchaser (or decreasing the amount of cash that the forward purchaser would owe us) upon a cash settlement of the forward sale agreement or increasing the number of shares of our common stock we would deliver to the forward purchaser (or decreasing the number of shares of our common stock that the forward purchaser would deliver to us) upon net share settlement of the forward sale agreement. We will not be able to control the manner in which the forward purchaser (or its affiliate) unwinds its hedge position.
Moreover, the forward sale price that we expect to receive upon physical settlement of the forward sale agreement will be subject to increase or decrease based on the specified rate less a spread, and subject to price adjustment and other provisions of the forward sale agreement, including a decrease based on amounts related to expected dividends on our common stock on dates specified in the forward sale agreement and if the cost to the forward purchaser (or its affiliate) of borrowing a number of shares of our common stock underlying the forward sale agreement exceeds a specified amount. If the specified rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price. Reductions in the applicable forward sale price could also increase the amount of cash we would owe to the forward purchaser (or decrease the amount of cash that the forward purchaser would owe us) upon a cash settlement of the forward sale agreement or increase the number of shares of our common stock we would deliver to the forward purchaser (or decrease the number of shares of our common stock that the forward purchaser would deliver to us) upon net share settlement of the forward sale agreement. See “Underwriting (Conflicts of Interest) — Forward Sale Agreement” for a description of the forward sale agreement.
In case of our bankruptcy or insolvency, the forward sale agreement will automatically terminate, and we would not receive the expected proceeds from any forward sales of our common stock.
If we file for or consent to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, and we consent to such a petition, then the forward sale agreement will automatically terminate. If the forward sale agreement so terminates under these circumstances, we would not be obligated to deliver to the forward purchaser any of our common stock not previously delivered, and the forward purchaser would be discharged from its obligation to pay the applicable forward sale price per share in respect of any of our common stock not previously settled under the forward sale agreement. Therefore, to the extent that there are any shares of our common stock with respect to which the forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, we would not receive the forward sale price per share in respect of those shares of our common stock.
 
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We will have broad discretion in the use of a significant part of the net proceeds, if any, from this offering and may not use them effectively.
Our management currently intends to use the net proceeds, if any, from this offering in the manner described in “Use of Proceeds,” and will have broad discretion in the application of any net proceeds. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.
Risks Related to the Proposed Merger
The dilution caused by the issuance of shares of our common stock in connection with the Merger may adversely affect the market price of our common stock.
In connection with the payment of the Merger Consideration, we expect to issue approximately 41 million shares of our common stock to Sandy Spring stockholders. The dilution caused by the issuance of the new shares of our common stock may result in fluctuations in the market price of our common stock, including a stock price decrease.
Combining Atlantic Union and Sandy Spring may be more difficult, costly or time consuming than expected and the combined company may fail to realize the anticipated benefits and cost savings of the Merger.
Upon consummation of the transactions contemplated by the merger agreement, we will begin the process of integrating Sandy Spring. A successful integration of its business with ours will depend substantially on our ability to consolidate operations, corporate cultures, systems, and procedures, to eliminate redundancies and to realize the anticipated cost savings. If we and Sandy Spring are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the Merger could be less than anticipated, and integration may result in additional unforeseen expenses. We may not be able to combine our business with the business of Sandy Spring without encountering difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors, and employees, such as:

the loss of key employees;

the disruption of operations and business;

inability to maintain and increase competitive presence;

loan and deposit attrition, customer loss, and revenue loss;

possible inconsistencies in standards, control procedures, and policies;

additional costs or unexpected problems with operations, personnel, technology, and credit;

inconsistencies in standards, controls, procedures, and policies; and/or

problems with the assimilation of new operations, systems, sites, or personnel, which could divert resources from regular banking operations.
Any disruption to the businesses could cause customers to remove their accounts and move their business to a competing financial institution. Integration efforts between the two companies may also divert management attention and resources. Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit our successful integration of Sandy Spring.
Further, we entered into the merger agreement to acquire Sandy Spring with the expectation that the acquisition will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technological efficiencies, cost savings, and operating efficiencies. Achieving the anticipated benefits of the transactions contemplated by the merger agreement is subject to a number of uncertainties, including whether we integrate Sandy Spring in an efficient, effective and timely manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of our common stock as well as in increased costs, decreases in the amount of expected
 
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revenues, and diversion of management’s time and energy and could materially and adversely affect our business, financial condition, and operating results. Additionally, upon consummation of the transactions contemplated by the merger agreement, we will make fair value estimates of certain assets and liabilities in recording the acquisition. Actual values of these assets and liabilities could differ from our estimates, which could result in our not achieving the anticipated benefits of the acquisition. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.
We and Sandy Spring have, and the combined company following the Merger will, incur significant transaction and Merger-related costs in connection with the transactions contemplated by the merger agreement.
We and Sandy Spring have incurred and expect to incur significant non-recurring costs associated with combining the operations of Sandy Spring with our operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs, and other related costs. We have begun collecting information to formulate detailed integration plans to deliver anticipated cost savings. Additional unanticipated costs may be incurred in the integration of our business with the business of Sandy Spring, and there are many factors beyond our or Sandy Spring’s control that could affect the total amount or timing of integration costs. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and Merger-related costs over time, this net benefit may not be achieved in the near term, or at all.
Whether or not the Merger is consummated, we, Sandy Spring, and the combined company will incur substantial expenses in pursuing the Merger and this may adversely impact our and the combined company’s earnings. Completion of the transactions contemplated by the merger agreement will be conditioned upon customary closing conditions, including the receipt of required governmental authorizations, consents, orders, and approvals, including approval by certain federal banking regulators. We and Sandy Spring intend to pursue all required approvals in accordance with the merger agreement. However, there can be no assurance that such approvals will be obtained without additional cost, on the anticipated timeframe, or at all.
Regulatory approvals for the Merger and/or Bank Merger may not be received, may take longer than expected or may impose conditions that are not currently anticipated, cannot be met, or that could have an adverse effect on the combined company following the Merger and/or Bank Merger.
Before the proposed Merger and the Bank Merger may be completed, various approvals, consents, and non-objections must be obtained from bank regulatory authorities, including the Federal Reserve. In determining whether to grant these approvals, regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in any party’s regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political, or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership.
Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions or that such conditions, limitations, obligations, or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reduce the anticipated benefits of the Merger if the Merger were completed successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations, or restrictions will not result in the delay or abandonment of the Merger. The completion of the Merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially burdensome regulatory condition and the expiration of all statutory waiting periods. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions, or decrees issued by any court or any governmental entity of
 
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competent jurisdiction that would prevent, prohibit, or make illegal the completion of the Merger, the Bank Merger, or any of the other transactions contemplated by the merger agreement.
Despite the parties’ expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither party is required under the terms of the merger agreement to take any action, commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the proposed Merger (measured on a scale relative only to the size of Sandy Spring Bancorp and its subsidiaries, taken as a whole (without Atlantic Union and its subsidiaries)).
The merger agreement may be terminated in accordance with its terms and the Merger may not be completed. Such failure to complete the transactions contemplated by the merger agreement could cause our results to be adversely affected, our stock price to decline, or have a material and adverse effect on our stock price and results of operations.
If the transactions contemplated by the merger agreement, including the Merger, are not completed for any reason, including as a result of our shareholders failing to approve the merger agreement or the issuance of the shares of our common stock constituting the Merger Consideration (the “Share Issuance”) or Sandy Spring stockholders failing to approve the merger agreement, there may be various adverse consequences, and we and/or Sandy Spring may experience negative reactions from the financial markets and from our respective customers and employees. For example, either party’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of its management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Moreover, our stock price may decline because costs related to such transactions, such as legal, accounting, and financial advisory fees, must be paid even if such transactions, including the Merger, are not completed. Moreover, we may be required to pay a termination fee of $56.0 million to Sandy Spring upon a termination of the merger agreement in certain circumstances. In addition, if the transactions contemplated by the merger agreement are not completed, whether because of our failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits Sandy Spring to terminate the merger agreement, or for any other reason, our stock price may decline to the extent that the current market price reflects a market assumption that the Merger will be beneficial and will be completed. We and/or Sandy Spring also could be subject to litigation related to any failure to complete the Merger or to proceedings commenced against either company to perform our obligations under the merger agreement.
The market price for our common stock following the closing of the transactions contemplated by the merger agreement may be affected by factors different from those that historically have affected or currently affect our common stock and Sandy Spring common stock.
Subject to the terms and conditions of the merger agreement, upon completion of the Merger, holders of shares of Sandy Spring common stock will receive shares of our common stock as Merger Consideration. The combined company’s business and financial position will differ from our and Sandy Spring’s respective businesses and financial positions before the completion of the Merger and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently affecting our results of operations and those currently affecting the results of operations of Sandy Spring. Accordingly, the market price and performance of our common stock is likely to be different from the performance of our common stock in the absence of the Merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our actual operating performance.
Upon completion of the transactions contemplated by the merger agreement, we will be subject to the risks related to Sandy Spring’s business, including its commercial real estate loan portfolio.
Upon completion of the transactions contemplated by the merger agreement, we will be subject to risks related to Sandy Spring’s business and take on its loans, investments, and other obligations. This will increase our credit risk and, if such obligations are not repaid or losses are incurred on such obligations, there
 
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could be material and adverse effects on our business. Additionally, where our businesses overlap, any risks we face may be increased due to the transactions contemplated by the merger agreement. For example, we and Sandy Spring each have significant credit exposure in commercial real estate. At June 30, 2024, Sandy Spring’s commercial real estate loan portfolio totaled $7.9 billion, or 68% of its total loan portfolio. A large concentration of commercial real estate loans in the combined company involves additional risks because the value of real estate can fluctuate significantly in a short period of time as a result of market conditions in any of the geographic bank markets in which such real estate is located, as well as because funds for acquisition, development and construction loans (“AD&C loans”) are advanced based on estimates of costs and the estimated value of the completed project and therefore have a greater risk of default in a weaker economy. Construction projects require prudent underwriting, including determination of a borrower’s ability to complete the project, while staying within budget and on time in accordance with construction plans. Economic events, supply chain issues, labor market disruptions, and other factors outside the control of Sandy Spring and our control, or that of the borrowers, could negatively impact the future cash flow and market values of affected properties. At, or shortly after, the completion of the transactions contemplated by the merger agreement, we and/or Sandy Spring expect to sell approximately $2 billion of the commercial real estate loans originally issued by Sandy Spring Bank and/or Atlantic Union Bank to one or more unrelated third parties after a bidding process. When complete, it is expected that the sale would reduce the combined company’s commercial real estate concentration, improve its loan/deposit liquidity profile, and bring the capital ratios of the newly combined entity closer in line with those we maintain pre-merger. However, there is no assurance that we or Sandy Spring will be able to find a prospective purchaser before the consummation of the Merger or sell the loans at a price or other terms acceptable to us. Integrating Sandy Spring’s commercial real estate loans to our existing portfolio may exacerbate the existing risks we already undertake with our own portfolio comprised meaningfully of commercial real estate loans, as described in our 2023 10-K under “Item 1A. Risk Factors — We have significant credit exposure in commercial real estate, which may expose us to additional credit risks, and may adversely affect our business, financial condition, and results of operations,” and may result in new ones.
As a result of the transactions contemplated by the merger agreement and our acquisition of Sandy Spring, we will record goodwill in connection with such acquisition, and if it becomes impaired, our earnings could be significantly impacted.
Under current accounting methods, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis and more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. In connection with our acquisition of Sandy Spring, we will record goodwill in the fair value amount of such acquisition. Although we do not anticipate impairment charges, if we conclude that some portion of such goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded against earnings.
A goodwill impairment charge could be caused by a decline in our stock price or the occurrence of a triggering event that compounds negative financial results. Further, because a large portion of Sandy Spring’s portfolio is secured by commercial real estate loans, if such portfolio were to be seen as less valuable in a deteriorating real estate market, or if we and/or Sandy Spring were to sell a portion of Sandy Spring’s commercial real estate loans at a less favorable price following the acquisition, we may be required to record an impairment on our acquisition of Sandy Spring. Therefore, following the transactions contemplated by the merger agreement, including the Merger, and our recording of goodwill in connection therewith, if such goodwill becomes impaired, our earnings could be significantly and adversely affected.
The future results of the combined company following the Merger may suffer if the combined company does not effectively manage its expanded operations.
Following the Merger, the size of the business of the combined company will increase significantly beyond the current size of either our or Sandy Spring’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business.
 
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Both Atlantic Union Bank and Sandy Spring Bank are regulated and supervised by the Federal Reserve as well as the Consumer Financial Protection Bureau. In addition, at the state level, Atlantic Union Bank is chartered by the Commonwealth of Virginia and is supervised and regularly examined by the Bureau of Financial Institutions, a division of the Virginia State Corporation Commission, while Sandy Spring Bank is a state-chartered bank and trust company subject to supervision by the Office of Financial Regulation, part of the Maryland Department of Labor. The laws, regulations and regulatory guidance applicable to both banks will therefore differ in ways that may affect the operations of the combined company. Additionally, the internal policies of Atlantic Union Bank and Sandy Spring Bank with regards to their investment portfolios may differ on factors such as hold limits per bond issuer, life of the bond, or credit risk appetite. As a result, there are assets on the balance sheet of Sandy Spring Bank that the bank subsidiary of the combined company is not expected to hold, whether based on differences in regulatory oversight or internal policies, and we may dispose of such assets contemporaneous or subsequent to the closing of the Merger. The disposition of certain assets in a high-interest rate environment, such as we have in the past experienced, are currently experiencing and may experience again in the future, could result in a sale of assets at a market price that is different than the estimated book value of such assets and impact regulatory capital ratios at the time of the closing of the Merger. Further, we may replace such disposed assets with lower-yielding investments, any of which could impact our future earnings and return on equity.
There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the Merger.
We and Sandy Spring will be subject to business uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on us and Sandy Spring. These uncertainties may impair our and Sandy Spring’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) until the Merger is completed, as such personnel and customers may experience uncertainty about their future roles and relationships following the completion of the Merger. Additionally, these uncertainties could cause customers and others that deal with us or Sandy Spring to seek to change existing business relationships with us or Sandy Spring or fail to extend an existing relationship with us or Sandy Spring, as applicable. Competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the Merger.
In addition, subject to certain exceptions, we and Sandy Spring have agreed to operate our respective businesses in the ordinary course consistent with past practice in all material respects before closing, and we and Sandy Spring have agreed not to take certain actions, which could cause us or Sandy Spring to be unable to pursue other beneficial opportunities that may arise before the completion of the Merger.
Shareholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact our business, financial condition and results of operations.
Shareholders of Atlantic Union and/or stockholders of Sandy Spring may file lawsuits against Atlantic Union, Sandy Spring and/or the directors and officers of either company in connection with the Merger. One of the conditions to the closing is that no law, order, injunction or decree issued by any court or governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Atlantic Union or Sandy Spring from completing the Merger, the Bank Merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to either party, including any cost associated with the indemnification of its directors and officers. We and Sandy Spring may incur costs relating to the defense or settlement of any shareholder lawsuits filed in connection with the Merger. Shareholder lawsuits may divert management attention from management of each company’s business or operations. Such litigation could have an adverse effect on such party’s business, financial condition and results of operations and could prevent or delay the completion of the Merger.
 
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The Merger will not be completed unless important conditions are satisfied or waived, including approval of the merger agreement by our shareholders and Sandy Spring stockholders and approval of the Share Issuance by our shareholders.
Specified conditions set forth in the merger agreement must be satisfied or waived to complete the Merger. If the conditions are not satisfied or, subject to applicable law, waived, the Merger will not occur or will be delayed and each of Sandy Spring and us may lose some or all of the intended benefits of the Merger.
 
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USE OF PROCEEDS
We will not initially receive any proceeds from the sale of the shares of our common stock sold by the forward seller to the underwriters.
We expect to receive net proceeds from this offering and the full physical settlement of the forward sale agreement, before expenses, of approximately $336.0 million (or approximately $386.4 million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), based upon the initial forward sale price of $34.08 per share. The forward sale price that we expect to receive upon physical settlement of the forward sale agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the specified rate less a spread and will be decreased on each of the dates specified in the forward sale agreement by amounts related to expected dividends on shares of our common stock during its term. The forward sale price will also be subject to decrease if the cost to the forward purchaser (or its affiliate) of borrowing a number of shares of our common stock underlying the forward sale agreement exceeds a specified amount. If the specified rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price. See “Underwriting (Conflicts of Interest) — Forward Sale Agreement” for a description of the forward sale agreement.
We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. We may also elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement. If we elect to cash settle or net share settle the forward sale agreement, then we may not receive any proceeds from the issuance of shares of our common stock in respect of the forward sale agreement, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement).
We intend to use any net proceeds that we receive upon physical settlement of the forward sale agreement and the additional forward sale agreement, if any, for general corporate purposes, which may include, among other uses, contributing Tier 1 capital into Atlantic Union Bank. The precise amounts and timing of these uses of proceeds will depend on our funding requirements and the funding requirements of our subsidiaries.
All of the proceeds of this offering (excluding proceeds, if any, paid to us with respect to any shares of our common stock that we issue and sell to the underwriters in lieu of the forward seller delivering and selling shares of our common stock to the underwriters) will be paid to the forward seller. As a result, the forward seller will receive more than 5% of the net proceeds of this offering, not including underwriting compensation. Accordingly, this offering is being made in compliance with the requirements of Rule 5121 of the FINRA. See “Underwriting (Conflicts of Interest).”
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
Defined terms included below have the same meaning as terms defined and included elsewhere in this prospectus supplement, except that, unless the context requires otherwise, the term “forward sale agreement” as used in this section does not include any additional forward sale agreement that we enter into in connection with the exercise by the underwriters of their option to purchase additional shares in the offering.
Introduction
Atlantic Union is providing the following unaudited pro forma condensed combined financial data to aid shareholders in their analysis of the financial aspects of the Merger, the forward sale agreement and its completed acquisition of American National on April 1, 2024 (the “American National acquisition”). See “Summary — Recent Developments — Proposed Acquisition of Sandy Spring Bancorp” for more information on the Merger and see “Underwriting (Conflicts of Interest) — Forward Sale Agreement” for a description of the forward sale agreement. The unaudited pro forma condensed combined financial data has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed combined balance sheet as of June 30, 2024 combines the unaudited consolidated balance sheet of Atlantic Union as of June 30, 2024 with the unaudited consolidated balance sheet of Sandy Spring as of June 30, 2024, giving effect to the Merger and the forward sale agreement as if the Merger had been consummated and the forward sale agreement had been fully physically settled on June 30, 2024.
The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023, combines the audited consolidated statement of income of Atlantic Union for the year ended December 31, 2023, with the audited consolidated statement of income of American National for the year ended December 31, 2023, as well as the audited consolidated statement of income of Sandy Spring for the year ended December 31, 2023, giving effect to the American National acquisition, the Merger and the forward sale agreement as if the American National acquisition and the Merger had been consummated and the forward sale agreement had been fully physically settled on January 1, 2023.
The unaudited pro forma condensed combined statement of income for the six months ended June 30, 2024, combines the unaudited consolidated statement of income of Atlantic Union for the six months ended June 30, 2024, with the unaudited consolidated statement of income of American National for the three months ended March 31, 2024, as well as the unaudited consolidated statement of income of Sandy Spring for the six months ended June 30, 2024, giving effect to the American National acquisition, the Merger and the forward sale agreement as if the American National acquisition and the Merger had been consummated and the forward sale agreement had been fully physically settled on January 1, 2023.
The unaudited pro forma condensed combined financial data was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included or incorporated by reference into this prospectus supplement and the accompanying base prospectus:

The historical audited consolidated financial statements of Atlantic Union as of and for the year ended December 31, 2023 (included in Atlantic Union’s 2023 10-K);

The historical unaudited consolidated financial statements of Atlantic Union as of and for the six months ended June 30, 2024 (included in Atlantic Union’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024);

The historical audited consolidated financial statements of Sandy Spring as of and for the year ended December 31, 2023 (included in Sandy Spring’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023);

The historical unaudited consolidated financial statements of Sandy Spring as of and for the six months ended June 30, 2024 (included in Sandy Spring’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024);
 
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The historical audited consolidated financial statements of American National as of and for the year ended December 31, 2023 (included as Exhibit 99.1 in Atlantic Union’s Amended Current Report on Form 8-K/A dated April 18, 2024); and

The historical unaudited consolidated financial statements of American National as of and for the three months ended March 31, 2024 (included elsewhere in this prospectus supplement).
The unaudited pro forma condensed combined financial data should also be read together with other financial data included elsewhere or incorporated by reference into this prospectus supplement, including the unaudited pro forma condensed combined financial statements of Atlantic Union and American National as of and for the year ended December 31, 2023, attached as Exhibit 99.2 to Atlantic Union’s Amended Current Report on Form 8-K/A dated April 18, 2024.
The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The unaudited pro forma condensed combined financial data has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial data. The pro forma adjustments reflect transaction accounting adjustments related to the American National acquisition, the Merger and the forward sale agreement, all of which are discussed in further detail below. Amounts presented reflect the accounting for the acquisitions of American National and Sandy Spring by Atlantic Union. The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and does not purport to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have occurred had the American National acquisition and the Merger been consummated and the forward sale agreement been fully physically settled on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.
The unaudited pro forma condensed combined financial data appearing below also does not consider any potential effects of changes in market conditions, certain asset dispositions (including the proposed sale of approximately $2 billion of commercial real estate loans at, or shortly after, the completion of the Merger), cost savings, or revenue synergies, among other factors, and, accordingly, does not attempt to predict or suggest future results. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial data is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger.
The American National acquisition
On April 1, 2024, Atlantic Union completed its previously announced merger with American National, pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023, by and between Atlantic Union and American National. At the effective time of the merger, American National merged with and into Atlantic Union, with Atlantic Union continuing as the surviving corporation. Immediately following the merger, American National Bank and Trust Company, American National’s wholly owned subsidiary bank, merged with and into Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank. American National’s results of operations have been included in Atlantic Union’s consolidated results since the date of the American National acquisition.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations under U.S. GAAP, with Atlantic Union as the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of American National to conform to the presentation in Atlantic Union’s financial statements. The unaudited pro forma condensed combined balance sheet as of June 30, 2024, does not reflect transaction accounting adjustments related to the American National acquisition as the American National acquisition is already reflected in the historical balance sheet of Atlantic Union as of June 30, 2024. The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2024, and for the year ended December 31, 2023, are presented as if the American National acquisition occurred on January 1, 2023, each of which does not necessarily indicate the results of operations if the businesses had been combined for the historical period, or the results of operations in future periods.
 
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Accounting for the Sandy Spring Merger
The acquisition of Sandy Spring will be accounted for using the purchase method of accounting. The total purchase price will be allocated to the tangible and intangible assets and liabilities acquired based on their respective fair values. The allocation of the purchase price reflected in the following unaudited pro forma condensed combined financial data is preliminary and is subject to adjustment upon receipt of, among other things, appraisals of some of the assets and liabilities of Sandy Spring. Upon completion of the Merger, a final determination of the fair values of Sandy Spring assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase price as compared with the information shown in the unaudited pro forma condensed combined financial data may change the amount of the total purchase consideration allocated to goodwill, deferred taxes, and other assets and liabilities, and may impact the combined company’s statement of income.
Forward sale agreement
In connection with the forward sale agreement, the forward purchaser or its affiliate is expected to borrow from third parties an aggregate of 9,859,155 shares of our common stock. Such borrowed shares of our common stock will be delivered by the forward seller for sale to the underwriters in this offering. In the event that (i) the forward purchaser (or its affiliate) is unable through commercially reasonable efforts to borrow and deliver for sale to the underwriters on the anticipated closing date the number of shares of our common stock to be sold to the underwriters or (ii) in the forward purchaser’s commercially reasonable judgment either it is impracticable to do so or the forward purchaser (or its affiliate) would incur a stock loan rate greater than a specified rate to borrow and deliver for sale to the underwriters on the anticipated closing date such number of shares of our common stock, or if certain other conditions to the forward seller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchaser or its affiliate does not borrow and deliver. Under such circumstances, the number of shares of our common stock underlying the forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell to the underwriters.
The aggregate offering amount is approximately $350.0 million (or approximately $402.5 million if the underwriters’ option to purchase additional shares of our common stock is exercised in full) at a public offering price of $35.50 per share.
We will not initially receive any proceeds from the sale of the shares of our common stock sold by the forward seller to the underwriter. We expect to physically settle the forward sale agreement (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. We expect to receive net proceeds from this offering and the full physical settlement of the forward sale agreement, before expenses, of approximately $336.0 million (or approximately $386.4 million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), based upon the initial forward sale price of $34.08 per share, which is equal to the public offering price per share, less the underwriting discount per share. We may also elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement. If we elect to cash settle or net share settle the forward sale agreement, then we may not receive any proceeds from the issuance of shares of our common stock in respect of the forward sale agreement, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement). The unaudited pro forma condensed combined financial data provided herein assumes that the underwriters’ option to purchase additional shares of our common stock is not exercised.
Basis of Pro Forma Presentation
The historical financial data of Atlantic Union, American National and Sandy Spring has been adjusted to give pro forma effect to the transaction accounting required for the American National acquisition, the Merger and the forward sale agreement. The adjustments in the unaudited pro forma condensed combined financial data have been identified and presented to provide relevant information necessary to evaluate the financial overview of the combined company upon closing of the Merger and full physical settlement of the forward sale agreement.
 
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The unaudited pro forma condensed combined financial data is not necessarily indicative of what the combined company’s balance sheet or statement of income would have been had the American National acquisition been completed, the Merger been completed and the forward sale agreement been fully physically settled as of the dates indicated, nor do they purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved because of the Merger. American National and Atlantic Union did not have any historical material relationship before the American National acquisition. Sandy Spring and Atlantic Union have not had any historical material relationship before the Merger. Accordingly, no pro forma adjustments were required to eliminate activities among the companies.
 
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Unaudited Pro Forma Condensed Combined Balance Sheet
(Dollars in thousands, except share and per share data)
As of June 30, 2024
(Dollars in thousands)
Atlantic Union
(Historical)
Sandy Spring
(As Reclassified)(1)
Transaction
Accounting
Adjustments
Note
Combined
Pro Forma
Assets
Cash and cash equivalents
$ 446,014 $ 406,710 $ 221,000
(2), (3)
$ 1,073,724
Securities available for sale, at fair value
2,555,723 1,101,846 3,657,569
Securities held to maturity, at carrying value
810,450 226,233 (41,583)
(4)
995,100
Other investments, at cost
73,432 73,432
Loans held for sale
12,906 18,961 31,867
Loans held for investment, net of deferred fees and costs
18,347,190 11,483,921 (742,386)
(5)
29,088,725
Less: allowance for loan losses
158,131 125,863 46,396
(6)
330,390
Total loans held for investment,
net
18,189,059 11,358,058 (788,782) 28,758,335
Premises and equipment, net
114,987 58,212 9,000
(7)
182,199
Goodwill
1,207,484 363,436 301,511
(8)
1,872,431
Amortizable intangibles, net
95,980 30,087 248,079
(9)
374,146
Bank owned life insurance
489,550 489,550
Other assets
839,260 371,368 116,878
(10)
1,327,506
Total assets
$ 24,761,413 $ 14,008,343 $ 66,103 $ 38,835,859
Liabilities
Noninterest-bearing demand deposits
$ 4,527,248 $ 2,931,405 $ 7,458,653
Interest-bearing deposits
15,473,629 8,408,823 (14,059)
(11)
23,868,393
Total deposits
20,000,877 11,340,228 (14,059) 31,327,046
Other short-term borrowings
790,085 575,038 1,365,123
Long-term borrowings
416,649 371,101 (20,973)
(12)
766,777
Other liabilities
510,116 122,972 633,088
Total liabilities
21,717,727 12,409,339 (35,032) 34,092,034
Stockholders’ Equity
Preferred stock
173 173
Common stock
118,475 45,110 22,731
(2), (13), (14)
186,316
Additional paid-in capital
2,273,312 745,336 1,081,546
(2), (13), (14)
4,100,194
Retained earnings
1,034,313 910,552 (1,105,136)
(3), (6), (13)
839,729
Accumulated other comprehensive
loss
(382,587) (101,994) 101,994
(13)
(382,587)
Total stockholders’ equity
3,043,686 1,599,004 101,135 4,743,825
Total liabilities and stockholders’ equity
$ 24,761,413 $ 14,008,343 $ 66,103 $ 38,835,859
Please refer to the notes to the unaudited pro forma condensed combined financial data.
 
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Unaudited Pro Forma Condensed Combined Statement of Income
(Dollars in thousands, except share and per share data)
For the Six Months Ended June 30, 2024
(Dollars in thousands, except
per share amounts)
Atlantic
Union
(Historical)
American
National
(Historical)
(for the three
months ended
March 31,
2024)
American
National
Transaction
Accounting
Adjustments
Note
Combined
Pro Forma
Subtotal
Sandy Spring
(As
Reclassified)(15)
Sandy Spring
Transaction
Accounting
Adjustments
Note
Combined
Pro Forma
Interest and dividend income
Interest and fees on loans
$ 519,796 $ 28,339 $ 15,007
(16)
$ 563,142 $ 301,970 $ 99,427
(23)
$ 964,539
Interest and dividends on securities:
Taxable
43,765 2,615 4,844
(17)
51,224 13,879 22,270
(24)
87,373
Nontaxable
16,323 24 17
(17)
16,364 3,623 5,960
(24)
25,947
Other interest income
3,918 625 4,543 11,655 16,198
Total interest and dividend income
583,802 31,603 19,868 635,273 331,127 127,657 1,094,057
Interest expense
Interest on deposits
224,368 10,871 235,239 147,775 7,030
(25)
390,044
Interest on borrowings
27,076 1,641 116
(18)
28,833 23,724 1,907
(26)
54,464
Total interest expense
251,444 12,512 116 264,072 171,499 8,937 444,508
Net interest income
332,358 19,091 19,752 371,201 159,628 118,720 649,549
Provision for credit losses
29,989 400 30,389 3,408 33,797
Net interest income after provision for credit losses
302,369 18,691 19,752 340,812 156,220 118,720 615,752
Noninterest income
Service charges on deposit accounts
17,655 518 18,173 5,756 23,929
(Loss) gain on sale of securities
(6,513) (6,513) (6,513)
Other operating income
38,223 3,755 (1,068)
(19), (22)
40,910 32,198 73,108
Total noninterest income
49,365 4,273 (1,068) 52,570 37,954 90,524
Noninterest expenses
Salaries and benefits
130,413 8,527 138,940 74,519 213,459
Occupancy expenses
14,462 1,555 16,017 9,621 25,638
Technology and data processing
18,401 1,461 19,862 6,389 26,251
Amortization of intangible assets
7,889 215 4,031
(20)
12,135 4,204 19,969
(28)
36,308
Merger-related costs
31,652 165 31,817 31,817
Other expenses
52,462 3,488 (411)
(22)
55,539 41,377 96,916
Total noninterest expenses
255,279 15,411 3,620 274,310 136,110 19,969 430,389
Income before income taxes
96,455 7,553 15,064 119,072 58,064 98,751 275,887
Income tax expense
21,525 1,509 3,465
(30)
26,499 14,885 22,713
(30)
64,097
Net income
74,930 6,044 11,599 92,573 43,179 76,038 211,790
Dividends on preferred stock
5,934 5,934 5,934
Net income available to common shareholders
$ 68,996 $ 6,044 $ 11,599 $ 86,639 $ 43,179 $ 76,038 $ 205,856
Basic earnings per common share
$ 0.84 $ 0.57 $ 0.96 $ 1.45
Diluted earnings per common share
$ 0.84 $ 0.57 $ 0.96 $ 1.45
Basic weighted average number of common shares outstanding
82,482,790 10,630,663 3,720,732
(21)
96,834,185 45,009,000 428,678
(31)
142,271,863
Diluted weighted average number of common shares outstanding
82,482,921 10,630,663 3,720,732
(21)
96,834,316 45,113,000 418,278
(31)
142,365,594
Please refer to the notes to the unaudited pro forma condensed combined financial data.
 
S-27

TABLE OF CONTENTS
 
Unaudited Pro Forma Condensed Combined Statement of Income
(Dollars in thousands, except share and per share data)
For the Year Ended December 31, 2023
(Dollars in thousands, except
per share amounts)
Atlantic
Union
(Historical)
American
National
(Historical)
American
National
Transaction
Accounting
Adjustments
Note
Combined
Pro Forma
Subtotal
Sandy Spring
(As
Reclassified)(15)
Sandy Spring
Transaction
Accounting
Adjustments
Note
Combined
Pro Forma
Interest and dividend income
Interest and fees on loans
$ 846,923 $ 106,471 $ 43,467
(16)
$ 996,861 $ 579,960 $ 198,853
(23)
$ 1,775,674
Interest and dividends on securities:
Taxable
67,075 11,034 16,146
(17)
94,255 26,992 44,540
(24)
165,787
Nontaxable
34,381 139 57
(17)
34,577 7,224 11,920
(24)
53,721
Other interest income
6,071 2,585 8,656 23,348 32,004
Total interest and dividend income
954,450 120,229 59,670 1,134,349 637,524 255,313 2,027,186
Interest expense
Interest on deposits
296,689 28,843 325,532 225,028 14,059
(25)
564,619
Interest on borrowings
46,748 6,804 463
(18)
54,015 57,946 3,813
(26)
115,774
Total interest expense
343,437 35,647 463 379,547 282,974 17,872 680,393
Net interest income
611,013 84,582 59,207 754,802 354,550 237,441 1,346,793
Provision for credit losses
31,618 495 32,113 (17,561) 103,355
(27)
117,907
Net interest income after provision for credit losses
579,395 84,087 59,207 722,689 372,111 134,086 1,228,886
Noninterest income
Service charges on deposit accounts
33,240 2,216 35,456 10,447 45,903
(Loss) gain on sale of securities
(40,989) (68) (41,057) (41,057)
Other operating income
98,626 16,188 (4,215)
(19), (22)
110,599 56,631 167,230
Total noninterest income
90,877 18,336 (4,215) 104,998 67,078 172,076
Noninterest expenses
Salaries and benefits
236,682 36,356 273,038 160,192 433,230
Occupancy expenses
25,146 6,219 31,365 18,778 50,143
Technology and data processing
32,484 5,394 37,878 11,186 49,064
Amortization of intangible assets
8,781 1,069 14,640
(20)
24,490 5,223 39,938
(28)
69,651
Merger-related costs
2,577 2,577 149,351
(29)
151,928
Other expenses
127,278 16,435 (1,309)
(22)
142,404 79,675 222,079
Total noninterest expenses
430,371 68,050 13,331 511,752 275,054 189,289 976,095
Income before income taxes
239,901 34,373 41,661 315,935 164,135 (55,203) 424,867
Income tax expense
38,083 8,214 9,582
(30)
55,879 41,291 (12,697)
(30)
84,473
Net income
201,818 26,159 32,079 260,056 122,844 (42,506) 340,394
Dividends on preferred stock
11,868 11,868 11,868
Net income available to common
shareholders
$ 189,950