AUB

ATLANTIC UNION BANKSHARES CORPORATION_October 20, 2026 0000883948false0000883948us-gaap:SeriesAPreferredStockMember2026-10-202026-10-200000883948us-gaap:CommonStockMember2026-10-202026-10-2000008839482026-10-202026-10-20

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2026

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

001-39325

54-1598552

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

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4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (804) 633-5031

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

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Trading Symbol(s)

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Name of each exchange on which registered

Common Stock, par value $1.33 per share

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AUB

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New York Stock Exchange

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A

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AUB.PRA

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New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 2.02 Results of Operations and Financial Condition.

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On October 20, 2026, Atlantic Union Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

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The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Item 7.01 Regulation FD Disclosure.

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Attached as Exhibit 99.2 and incorporated herein by reference is a presentation that the Company will use in connection with a webcast and conference call for investors and analysts at 9:00 a.m. Eastern Time on Tuesday, October 20, 2026. This presentation is also available under the Presentations link in the Investor Relations – News & Events section of the Company’s website at https://investors.atlanticunionbank.com.

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The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

Exhibit No.

Description of Exhibit

99.1

Press release dated October 20, 2026 regarding the third quarter 2026 results.

99.2

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Atlantic Union Bankshares Corporation presentation.

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Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATLANTIC UNION BANKSHARES CORPORATION

Date: October 20, 2026

By:

/s/ Alexander D. Dodd

Alexander D. Dodd

Executive Vice President and

Chief Financial Officer

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EX-99.1

2 aub-20260721xex99d1.htm

EX-99.1

Exhibit 99.1

Contact:              Alexander D. Dodd - (804) 486-2634

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS SECOND QUARTER FINANCIAL RESULTS

Richmond, Va., July 21, 2026 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $158.0 million and both basic and diluted earnings per common share of $1.11, for the second quarter of 2026 and adjusted operating earnings available to common shareholders(1) of $134.0 million and adjusted diluted operating earnings per common share(1) of $0.94 for the second quarter of 2026.

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“Atlantic Union delivered strong second quarter financial results, driven by well-distributed loan growth, deposit growth, and solid asset quality,” said John C. Asbury, president and chief executive officer of Atlantic Union. “Our core operating performance demonstrates the company’s earnings power and shows that our investments to enhance the franchise are producing results. We believe Atlantic Union is well positioned to deliver differentiated financial performance relative to peers.”

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“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations in Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”

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STRATEGIC ACTIONS

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Bearing Insurance Group, LLC (“Bearing Insurance”) Sale

The Company completed the sale of its equity interest (held by the Company’s indirect subsidiary, Union Insurance Group, LLC) in Bearing Insurance to an unaffiliated third party, effective May 1, 2026, resulting in a pre-tax gain of approximately $32.3 million during the second quarter of 2026.

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Share Repurchase Program

During the second quarter of 2026, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) to purchase up to $250 million of the Company’s common stock through May 5, 2027 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As part of the

Repurchase Program, approximately 265 thousand common shares (or $10.0 million) were repurchased during the second quarter of 2026 at an average purchase price of $37.76. Approximately $240.0 million remains available under the Repurchase Program for future share repurchases.

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NET INTEREST INCOME

For the second quarter of 2026, net interest income was $325.1 million, an increase of $12.7 million from $312.4 million in the first quarter of 2026. Net interest income - fully taxable equivalent (“FTE”)(1) was $329.7 million in the second quarter of 2026, an increase of $12.8 million from $316.9 million in the first quarter of 2026. The increases from the prior quarter in both net interest income and net interest income (FTE)(1) were driven primarily by higher interest income on loans held for investment (“LHFI”), reflecting loan growth, higher loan yields, and increased loan accretion income. Net interest income and net interest income (FTE)(1) also increased due to lower interest expense on long-term borrowing costs, primarily due to reduced acquisition accounting related borrowing amortization. The aforementioned increases

were partially offset by higher deposit interest expense primarily resulting from growth in interest-bearing deposit balances and modestly higher deposit costs.

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For the second quarter of 2026, the Company’s net interest margin and net interest margin (FTE)(1) increased 9 basis points from the prior quarter to 3.89% and 3.94%, respectively. The increases were driven primarily by higher earning asset yields which increased 9 basis points to 5.88% compared to the first quarter of 2026 due to higher loan yields and loan accretion income. Cost of funds was 1.94% for the second quarter of 2026, unchanged from the prior quarter, as increases in deposit costs were offset by lower acquisition accounting-related borrowing amortization.

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The Company’s net interest margin (FTE)(1) includes the impact of acquisition accounting fair value adjustments. Net accretion income for the quarter ended June 30, 2026 was $39.9 million, compared to $32.9 million for the quarter ended March 31, 2026. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

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Loan

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Deposit

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Borrowings

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Accretion

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Accretion

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EX-99.1

2 aub-20260421xex99d1.htm

EX-99.1

Exhibit 99.1

Contact:              Alexander D. Dodd - (804) 486-2634

Executive Vice President / Chief Financial Officer

ATLANTIC UNION BANKSHARES REPORTS FIRST QUARTER FINANCIAL RESULTS

Richmond, Va., April 21, 2026 – Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $119.2 million and both basic and diluted earnings per common share of $0.84, for the first quarter of 2026 and adjusted operating earnings available to common shareholders(1) of $126.2 million and adjusted diluted operating earnings per common share(1) of $0.89 for the first quarter of 2026.

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“Atlantic Union had a solid first quarter, reflecting disciplined execution and a successful conclusion of the Sandy Spring Bancorp, Inc. integration,” said John C. Asbury, president and chief executive officer of Atlantic Union. “Asset quality remains strong, our annualized first quarter loan growth rate improved year over year during a seasonally slow period and we continued to reduce higher costing brokered deposits. The underlying operating performance supports our continued confidence in achieving the financial metrics we established for the full year 2026 —namely, the targets for adjusted operating return on assets, return on tangible common equity, and efficiency ratio.

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“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations in Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”

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NET INTEREST INCOME

For the first quarter of 2026, net interest income was $312.4 million, a decrease of $17.8 million from $330.2 million in the fourth quarter of 2025. Net interest income - fully taxable equivalent (“FTE”)(1) was $316.9 million in the first quarter of 2026, a decrease of $17.9 million from $334.8 million in the fourth quarter of 2025. The decreases from the prior quarter in both net interest income and net interest income (FTE)(1) were driven primarily by a decrease in interest income on loans held for investment (“LHFI”), reflecting lower loan accretion income, the lower day count in the first quarter, as well as the impact of lower yields on variable-rate loans following the cumulative 75 basis point reduction in the federal funds rate between September and December in 2025. The decreases were partially offset by a decrease in interest expense, primarily due to lower deposit costs, resulting from reduced brokered deposit balances and lower customer deposit rates due to reductions in the federal funds rate.

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For the first quarter of 2026, the Company’s net interest margin decreased 10 basis points and net interest margin (FTE)(1) decreased 11 basis points from the prior quarter to 3.80% and 3.85%, respectively, due to a decline in earning asset yields, partially offset by lower cost of funds. Earning asset yields for the first quarter of 2026 decreased 20 basis points to 5.79% compared to the fourth quarter of 2025, reflecting the lower loan yields driven by the Federal Reserve rate cuts and the impact of lower accretion income. Cost of funds decreased 9 basis points from the prior quarter to 1.94% for the first quarter of 2026, reflecting the impact of lower deposit costs.

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The Company’s net interest margin (FTE)(1) includes the impact of acquisition accounting fair value adjustments. Net accretion income for the quarter ended March 31, 2026 was $13.0 million lower than the prior quarter, as the prior quarter included elevated accelerated loan accretion income primarily due to higher prepayment activity and this quarter included a measurement period adjustment related to the acquisition of Sandy Spring Bancorp, Inc. (the “Sandy Spring acquisition”), which reduced loan accretion income by $3.5 million. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

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Loan

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Deposit

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Borrowings

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Accretion

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Accretion

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Amortization

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Total

For the quarter ended December 31, 2025

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$

48,363

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$

762

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$

(3,178)

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$

45,947

For the quarter ended March 31, 2026

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35,602

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366

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(3,044)

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32,924

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ASSET QUALITY

Overview

At March 31, 2026, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.36%, a decrease of 6 basis points from the prior quarter and included nonaccrual loans of $97.8 million. Accruing past due loans as a percentage of total LHFI totaled 0.45% at March 31, 2026, an increase of 4 ba