15. EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION

The Company has a 401(k) Plan designed to qualify under Section 401 of the Internal Revenue Code of 1986, as amended, that allows employees to defer a portion of their eligible compensation as savings for retirement. The 401(k) Plan provides for the Company to match employee contributions based on each employee’s elected contribution percentage. Effective January 1, 2025 for each employee’s 1% through 3% dollar contributions, the Company will match 100% of such dollar contributions, and for each employee’s 4% through 6% dollar contributions, the Company will match 50% of such dollar contributions. All employees are eligible to participate in the 401(k) Plan after meeting minimum age and service requirements. The Company historically maintained a separate Employee Stock Ownership Plan (“ESOP”), but effective as of January 1, 2023 this plan was merged into the 401(k) Plan as a separate source for Company contributions. All employees of the Company meeting minimum age and service requirements are eligible to receive an allocation into the ESOP account within the 401(k) Plan. The Company makes discretionary profit-sharing contributions into the 401(k) Plan (including the ESOP account), and other cash bonus payments. Employee contributions into existing ESOP accounts within the 401(k) Plan are not allowed.

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The following 401(k) Plan match and other discretionary contributions were made to the Company’s employees, in accordance with the descriptions above for the years ended December 31, (dollars in thousands):

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The Company maintains certain deferred compensation arrangements with employees and certain current and former members of the Board of Directors. Under these deferred compensation plans, the Company had an obligation of $34.3 million at December 31, 2025 and $22.6 million at December 31, 2024. The Company owns life insurance policies on plan beneficiaries as an informal funding vehicle to meet future benefit obligations. At December 31, 2025 and 2024, the Company also had liabilities for post-retirement benefits payable to other partial beneficiaries under some of these life insurance policies of $19.7 million and $12.5 million, respectively.

The Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan (the “2025 Plan”) became effective on May 6, 2025, following shareholder approval. The 2025 Plan replaces the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended and restated May 4, 2021 (the “2021 Plan”) in its entirety, and no new awards will be granted under the 2021 Plan. Any awards outstanding under the 2021 Plan as of May 6, 2025 will remain subject to, and be paid under, the 2021 Plan. In addition to the 2,500,000 shares initially available for issuance under the 2025 Plan, any shares subject to outstanding awards under the 2021 Plan that expire, are cancelled, or lapse for any reason (other than by virtue of exercise or settlement) or are forfeited for any reason without issuance of shares after May 6, 2025 will automatically become available for issuance under the 2025 Plan. As of December 31, 2025, there were 2,370,597 shares available for future issuance.

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The 2025 Plan provides for the grant of awards to eligible employees and non-employee directors that may include one or more of the following: stock options, restricted stock, restricted stock units, stock awards, performance share units and performance cash awards (collectively the “awards”). The Compensation Committee of the Board of Directors (the “Compensation Committee”) has the authority under the 2025 Plan to select plan participants and to grant awards on terms the Committee considers appropriate, subject to the minimum design requirements under the terms of the 2025 Plan. In addition, subject to the terms of the 2025 Plan, the Committee has the authority, among other things, to amend

outstanding awards and accelerate the vesting thereof, to interpret the plan, to adopt, amend or waive rules or regulations for the plan’s administration, and to make all other determinations for administration of the plan. The Committee may delegate authority under the 2025 Plan to the Company’s Chief Executive Officer and/or Chief Financial Officer or to another member of the Company’s management, except in the case of awards to the Company’s named executive officers or any individual who is subject to Section 16 of the Exchange Act. Subject to the right of the Board of Directors to terminate the 2025 Plan at any time, awards may be granted under the plan until May 6, 2035, after which date no further awards may be granted. Any awards granted under the 2025 Plan that are outstanding on May 6, 2035 will remain outstanding in accordance with their terms.
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The Company recognized stock-based compensation expense, which is included in “Salaries and benefits” expense on the Company’s Consolidated Statements of Income as follows for the years ended December 31, (dollars in thousands, except per share data):

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Stock Options

During the year ended December 31, 2025, there were no stock options granted or outstanding.

During the year ended December 31, 2024, there were 7,163 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $25,000 and $253,000, respectively. Cash received from the exercise of stock options for the year ended December 31, 2024 was approximately $228,000, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $2,000. The total intrinsic value of all stock options outstanding was $0 as of December 31, 2024.

During the year ended December 31, 2023, there were 23,796 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $87,000 and $864,500, respectively. Cash received from the exercise of stock options for the year ended December 31, 2023 was approximately $777,500, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $9,000. The total intrinsic value of all stock options outstanding was $52,000 as of December 31, 2023.

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RSAs

The Plan permits the granting of RSAs which generally vest one-third on each of the first, second and third anniversaries from the date of grant. The value of the RSAs is calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded. Employees have the right to vote the shares and to receive cash or stock dividends on nonvested shares of RSAs, if any. In addition, as part of the merger with Sandy Spring Bancorp, the Company assumed and converted RSAs that continue to vest based on the vesting schedule in place at the time the initial award was made of one-third on each of the first, second, and third anniversaries from the date of grant.

The following table summarizes the RSA activity for the year ended December 31, 2025:

⁽¹⁾ For the years ended December 31, 2024 and 2023, the weighted average grant-date fair value of RSAs granted was $33.27 and $36.11, respectively.

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For the years ended December 31, 2025, 2024, and 2023, total fair value of RSAs vested was $14.3 million, $9.5 million, and $7.8 million, respectively.

RSUs

As part of the merger with Sandy Spring, the Company assumed and converted RSU awards that generally vest one-third on each of the first, second and third anniversaries from the date of initial grant. The value of the assumed RSUs is calculated by multiplying the fair market value of the Company’s common stock on the date of assumption by the number of converted restricted units. Employees do not have the right to vote the shares or to receive dividends but are credited with dividend equivalents in the form and in an amount equal to the dividend that they would have received had the shares underlying the units been distributed. Dividend equivalents are subject to the same vesting restrictions as the units to which they are attributable and are paid on the same date that the units to which they are attributable vest.

The following table summarizes the assumed restricted stock unit activity for the year ended December 31, 2025:

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For the year ended December 31, 2025 total fair value of RSUs vested was $1.5 million. The Company did not have RSUs for the years ended December 31, 2024 and 2023.

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PSUs

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The Plan permits the granting of PSUs. PSUs are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics. Outstanding PSUs may be paid in cash or shares of common stock or a combination thereof at the discretion of the Company. Holders of PSUs have no right to vote the shares represented by the units until vested and settled. In 2025, there were two performance measures underlying the PSUs awarded, each weighted at 50%, as follows: (1) relative total shareholder return compared to the other companies comprising the KBW NASDAQ Regional Banking Index, which is a market-based condition; and (2) relative return on average tangible common equity, which is a performance-based condition. In addition, as part of the merger with Sandy Spring Bancorp, the Company assumed and converted outstanding and unvested performance restricted stock units that were subject to vesting based on the achievement of defined performance metrics. However, prior to the closing date of the merger the Board of Directors of Sandy Spring Bancorp approved a resolution that deemed the performance goals to have been achieved at the applicable target levels and the awards to convert to strictly time-based awards based on target performance.
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⁽¹⁾ For the years ended December 31, 2024 and 2023, the weighted average grant-date fair value of PSUs granted was $30.24 and $36.82, respectively.

⁽²⁾ The number of PSUs with a performance-based condition is presented based on achieving the performance measure

at the target level of performance.

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For the years ended December 31, 2025, 2024, and 2023, total fair value of PSUs vested was $2.8 million, $2.2 million, and $1.2 million, respectively.

During the year ended December 31, 2025, the fair value of PSUs with a performance-based condition was equal to the closing sale price of the Company’s common stock on the grant date. During the years ended December 31, 2025, 2024, and 2023, the fair value of PSUs with a market-based condition was estimated using the Monte Carlo simulation lattice model that uses the assumptions noted in the following table as of December 31,:

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⁽¹⁾ Calculated as the ratio of the current dividend paid per the stock price on the date of grant.

⁽²⁾ Represents the remaining performance period as of the grant date.

⁽³⁾ Based on the historical volatility for the period commensurate with the expected life of the PSUs.

⁽⁴⁾ Based upon the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the grant date.

⁽⁵⁾ Calculated using projected dividend payments and timing over the remaining performance period.

N/A – assumption not used for respective period.

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The estimated unamortized compensation expense, net of estimated forfeitures, related to, RSAs, RSUs and PSUs issued and outstanding as of December 31, 2025 that will be recognized in future periods is as follows (dollars in thousands):

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