SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SCHRIDER DANIEL J
(Last) (First) (Middle)
4300 COX ROAD
(Street)
GLEN ALLEN VA 23060
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atlantic Union Bankshares Corp [ AUB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2025 A 198,308(1) A (2)(3) 198,308 D
Common Stock 04/01/2025 D 12,906(4) D $0 185,402 D
Common Stock 04/01/2025 F 9,033(5) D $31.14 176,369 D
Common Stock 04/01/2025 A 642(6) A $0 177,011 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Acquired as a result of a merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2024, by and between Atlantic Union Bankshares Corporation ("AUB") and Sandy Spring Bancorp, Inc. ("SASR"), as it may be amended from time to time (the "Merger Agreement").
2. Pursuant to the Merger each (i) share of SASR common stock, par value $1.00 per share, including SASR restricted shares, held by the reporting person was converted into 0.900 shares of AUB common stock, par value $1.33 per share, with cash payable in lieu of any fractional shares; (ii) SASR performance-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into a time-based restricted stock unit award that settles in a number of shares of AUB common stock (each, an "AUB RSU") equal to the product of: the number of shares of SASR common stock underlying such performance-based restricted stock unit (assuming target performance) and 0.900; and (iii) SASR time-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into an AUB RSU equal to the product of: the number of shares of SASR common stock underlying such restricted stock unit and 0.900.
3. In connection with termination of the reporting person's employment in connection with the Merger, (i) AUB RSUs in respect of 28,201 shares of AUB common stock vested and were settled, (ii) 18,999 AUB restricted shares vested, (iii) AUB RSUs in respect of 1,156 shares of AUB common stock remained outstanding and continued to vest, and (iv) 7,812 AUB restricted shares remained outstanding and continued to vest.
4. In connection with termination of the reporting person's employment in connection with the Merger, AUB RSUs in respect of 12,906 shares of AUB common stock were forfeited for no consideration.
5. Shares of AUB common stock withheld upon vesting of each AUB RSU that vested or continued to vest upon the reporting person's termination of employment in connection with the Merger, as described in clauses (i) and (iii) of Footnote 2 above.
6. Direct issue from AUB in respect of the reporting person's quarterly retainer for service on AUB's Board of Directors.
/s/ Rachael R. Lape, Attorney-in-Fact 04/03/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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