Form 8-K
8-K — Atlantic Union Bankshares Corp
Accession: 0001104659-26-086873
Filed: 2026-07-27
Period: 2026-07-27
CIK: 0000883948
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2621266d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2621266d1_ex99-1.htm)
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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):
July 27, 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.)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $1.33 per share
AUB
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
AUB.PRA
New
York Stock Exchange
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
¨
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.
¨
Item 8.01 Other Events.
On July 27, 2026, Atlantic Union Bankshares Corporation (the “Company”) filed a preliminary prospectus supplement to the prospectus,
dated August 6, 2024, contained in its registration statement on Form S-3ASR (File No. 333-281290) filed with the Securities and Exchange
Commission (the "SEC") on August 6, 2024, pursuant to which the Company is proposing to offer and sell a newly issued series of Fixed-to-Floating
Rate Subordinated Notes due 2036 (the “Notes”).
In connection with the proposed offering and sale of the Notes, the Company made available an investor presentation (the “Investor
Presentation”) to be used by members of management in meetings with potential purchasers of the Notes. A copy of the Investor Presentation
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Atlantic Union Bankshares Corporation investor presentation
104
Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document
1
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: July 27, 2026
By:
/s/ Alexander D. Dodd
Alexander D. Dodd
Executive Vice President and
Chief Financial Officer
2
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2621266d1_ex99-1.htm · Sequence: 2
Exhibit
99.1
Fixed Income
Investor Presentation July
2
7, 2026
2
FORWARD-LOOKING STATEMENTS
The foregoing presentation may contain statements about Atlantic Union Bankshares Corporation ("AUB" or the "Company") that constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about the Company's business, new
and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking
terminology such as "intend," "should," "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "would," "could," "typically," "usually," "anticipate," "may," "estimate," "outlook," "project" or similar
statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements 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, the Company’s funding costs and the
Company’s loan and securities portfolios; economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior; U.S. and global trade
policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; volatility in the
financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository
institutions, including the Company, to attract and retain depositors and to borrow or raise capital; legislative or regulatory changes and requirements, including changes in federal, state or local tax laws and changes
impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies; the sufficiency of liquidity and changes in the Company’s capital position; general economic and
financial market conditions, in the United States generally and particularly in the markets in which the Company operates and which the Company’s loans are concentrated, including the effects of declines in real
estate values, an increase in unemployment levels, U.S. fiscal debt, budget, and tax matters, U.S. government shutdowns, and slowdowns in economic growth; the possibility that the anticipated benefits of the
Company’s acquisition activity, including the Company’s acquisition of Sandy Spring, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the
strength of the economy, competitive factors in the areas where the Company does 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 Company’s acquisition of Sandy Spring; the Company’s ability to identify, recruit and retain key employees; monetary, fiscal and regulatory policies of the U.S.
government, including policies of the U.S. Department of the Treasury and the Federal Reserve; the quality or composition of the Company’s loan or investment portfolios and changes in these portfolios; demand for
loan products and financial services in the Company’s market areas; the Company’s ability to manage the Company’s growth or implement the Company’s growth strategy; the effectiveness of expense reduction
plans; the introduction of new lines of business or new products and services; real estate values in the Company’s lending area; changes in accounting principles, standards, rules, and interpretations, and the
related impact on the Company’s financial statements; an insufficient 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 CRE; the effectiveness of the Company’s credit
processes and management of the Company’s credit risk; the Company’s 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; emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or increase the risk of a cybersecurity
attack or the probability that such an attack would be successful; 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 macroeconomic
conditions, the ability of the Company’s borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for the Company’s loans or the Company’s other products and services, on
supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on the Company’s liquidity or capital positions, on risks posed by reliance on third-party service providers,
on other aspects of the Company’s business operations and on financial markets and economic growth; performance by the Company’s counterparties or vendors; deposit flows; the availability of financing and the
terms thereof; the level of prepayments on loans and mortgage-backed securities; 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 the Company’s 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, many of which are beyond the Company’s control. A detailed discussion of factors that could affect the Company's results is
included in the Company's filings with the Securities and Exchange Commission ("SEC"), including the "Risk Factors" section of its Annual Report on Form 10-K for the year ended December 31, 2025. The Company
undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations, except as required by law. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements.
3
DISCLAIMER
This presentation is not an offer to sell securities, and the Company is not soliciting an offer to buy securities in any jurisdiction where such offer or sale is not permitted. Neither the SEC, the Federal Deposit
Insurance Corporation ("FDIC"), nor any state securities commission has approved or disapproved of the securities of the Company or passed upon the accuracy or adequacy of this presentation. Any representation
to the contrary is a criminal offense. The Company's subordinated notes are not a deposit account of its subsidiary bank and are not insured by the FDIC or any other governmental agency. Except as otherwise
indicated, this presentation speaks as of the date hereof. This presentation shall not constitute an offer to purchase or the solicitation of an offer to sell the Company's subordinated notes. In addition, the redemption
of the Company’s subordinated notes due 2029 will be made solely pursuant to a redemption notice delivered pursuant to the indenture governing the existing subordinated notes due 2029, and nothing contained
herein constitutes a notice of redemption of such notes.
The offering of subordinated notes is being made pursuant to a shelf registration statement (File No. 333-281290) (including base prospectus), filed by the Company with the SEC on August 6, 2024. The Company filed
a preliminary prospectus supplement on July 27, 2026 with the SEC for the offering to which this presentation relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement
included in the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by
visiting EDGAR on the SEC's website at sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you copies of the prospectus and the preliminary prospectus
supplement relating to the proposed offering if you request it by contacting Keefe, Bruyette & Woods, Inc., a Stifel Company, by emailing USCapitalMarkets@kbw.com.
Certain information contained in this presentation relates to or is based on publications and other data obtained from third-party sources. While the Company believes these third-party sources to be reliable as of the
date of this presentation, the Company has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. The
delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company after the date hereof.
PRELIMINARY FINANCIAL INFORMATION
This presentation includes certain preliminary unaudited financial information and expectations relating to the second quarter of 2026. The Company's full unaudited financial statements as of and for the quarterly
period ended June 30, 2026, are not yet available. In the opinion of management, such unaudited financial information includes all adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the Company's financial position and results of operations for such period. These results are also subject to further revision based upon the review of the Company's independent registered public
accounting firm of such quarterly results and an audit by its independent registered public accounting firm of its annual results for the year ended December 31, 2026. Therefore, no assurance can be given that, upon
completion of the Company's review and the review of its independent registered public accounting firm, the Company will not report materially different financial results than those set forth in this presentation.
There can be no assurance that such results will be indicative of the Company's results for the entire year ending December 31, 2026. Further, although this presentation describes the current estimated impact of the
Company's potential use of a portion of the proceeds from this offering, any such actions will depend on a number of factors, including market conditions and business developments. The Company is not required to
apply any portion of the net proceeds of this offering for any particular purpose, and its management will have broad discretion in allocating the net proceeds of the offering.
The Company does not intend to update or otherwise revise these expected events and estimates to reflect future events or changes in estimates and does not intend to disclose publicly whether its actual results will
vary from its estimates other than through the release of actual results in the ordinary course of business. No independent registered public accounting firm has compiled, examined or performed any procedures with
respect to the preliminary financial information included in this presentation, nor have they expressed any opinion or other form of assurance on such information or its achievability. These estimates should not be
regarded as a representation by the Company, its management or the underwriters as to the Company's actual results for the quarterly period ended June 30, 2026. The assumptions and estimates underlying the
estimated financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties, including those described under "Risk Factors" in
the Company's SEC filings. Accordingly, you should not place undue reliance on these estimates.
4
NON-GAAP FINANCIAL MEASURES
This presentation contains financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States ("GAAP"). Management uses these non-GAAP
financial measures to evaluate the Company's business and may refer to such measures in this presentation. The Company's management believes that these non-GAAP financial measures provide a greater
understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. You should not rely on these
non-GAAP financial measures as a substitute for, or as superior to, GAAP results. Non-GAAP financial measures have inherent limitations, are not uniformly applied and are not audited. Because non-GAAP financial
measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. Please refer to the appendix
section of this presentation for non-GAAP definitions and a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
5
OFFERING OVERVIEW Issuer Security Offered Offering Size Expected Security Ratings¹ Format
Term Call Use of Proceeds Joint Book-Running Managers Atlantic Union Bankshares Corporation
(NYSE: AUB) Fixed-to-Floating Rate Subordinated Notes Due 2036 $200 million BBB (Stable)
by Kroll Bond Rating Agency SEC Registered 10 Years 5 Years Redeem $168.0 million aggregate
principal amount of the Company's outstanding 4.25% Fixed-to-Floating Rate Subordinated Notes
due 2029 and general corporate purposes, including providing capital to Atlantic Union Bank
to support its growth Keefe, Bruyette & Woods, A Stifel Company | Piper Sandler 1. An
explanation of the significance of ratings may be obtained from the rating agency. Generally,
rating agencies base their ratings on such material and information, and such of their own
investigations, studies and assumptions, as they deem appropriate. The rating of the subordinated
notes should be evaluated independently from similar ratings of other securities. A credit
rating of a security is not a recommendation to buy, sell or hold securities and may be subject
to review, revision, suspension, reduction or withdrawal at any time by the assigning rating
agency. No report of any rating agency is incorporated by reference herein. Deal Roadshow
Only
OUR EXECUTIVE LEADERSHIP
Executive Vice President & Chief Financial Officer since April 2026
Deputy Chief Financial Officer & Executive Vice President at TD Bank
Group (most recently)
Interim Chief Financial Officer for TD Bank's U.S. operations; CFO of
the Consumer Bank
Began banking career at MBNA before joining TD Banknorth, prior to its
combination with Commerce Bank
Alexander D. Dodd, CFA
EVP & CFO
Age: 49
John C. Asbury
President & CEO
Age: 61
Chief Executive Officer since January 2017
President since October 2016
President and Chief Executive Officer of First National Bank of Santa
Fe (2015-2016)
Senior Executive Vice President and Head of Business Services Group
at Regions Bank (2010-2014)
COMPANY OVERVIEW
8
N O R F O L K
V I R G I N I A
B E A C H
M a ry l a n d
V irg in ia
No rth C a ro l in a
C H A R L O T T E
W I L M I N G T O N
B A L T I M O R E
R A L E I G H
G R E E N S B O R O
W A S H I N G T O N
R O A N O K E
S T A U N T O N
C H A R L O T T E S V I L L E
R I C H M O N D
F R E D E R I C K S B U R G
HIGHLIGHTS1
branches across
Virginia, North
Carolina and
Maryland footprint
177
largest regional
bank in lower Mid-Atlantic, Maryland
and Virginia2,3
#1
$38.1 Billion
Assets
$28.7 Billion
Loans
$30.5 Billion
Deposits
$6.0 Billion
Market Capitalization
Soundness | Profitability | Growth
OUR COMPANY
Branch (177) LPO (2)
Largest Regional Bank Headquartered in the Lower Mid-Atlantic
1. Assets, Loans, Deposits, and Branch Count are as of June 30, 2026. Market Cap as of July 20, 2026.
2. Based on deposit market share as of June 30, 2025. Regional market: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington, D.C., and West Virginia
3. Regional banks defined as U.S. Banks with <$100 Billion in assets
9
A DELIBERATE, DISCIPLINED TRANSFORMATION JOURNEY
Over the last ten years, we have evolved from
a local Virginia community bank into the
largest regional bank headquartered in the
lower Mid-Atlantic.
Our expansion has been deliberate, blending
steady organic growth with focused strategic
mergers and acquisitions.
Every acquisition and investment was driven by a
specific goal: to establish a strong, connected
presence initially throughout Virginia, then
Maryland, and now North Carolina. In the near
term, we intend to maximize the potential of the
Sandy Spring Bank acquisition.
$3.3
$3.0
$3.1
$11.8 AUB Acquired
2017 2018 2019 2020 2021 2022 2023 2024 2025
$9.3
$13.8
$17.5
$19.6 $20.1 $20.5 $21.2
$24.6
$37.6
TOTAL ASSETS, ($ BILLIONS)
Total Growth CAGR:+18% | Organic Growth CAGR: 7%
$38.1
Q2 2026
Acquired assets as of closing date except for Sandy Spring Bancorp which excludes the approximately $2 billion of CRE loans that were sold after closing
10
THE LEADING BANK OF THE LOWER MID-ATLANTIC REGION
6%
BRANCH GROWTH CAGR
FROM 2017 TO 2Q 2026
2017
PATH TO VIRGINIA’S BANK LARGEST REGIONAL BANK HEADQUARTERED IN THE LOWER
MID-ATLANTIC
177 Branches (June 30, 2026)
2026
18%
ASSET GROWTH CAGR
FROM 2017 TO 2Q 2026
Former 37 Branches
Former 15 Branches Former 26 Branches
Former 53 Branches
111 Branches (June 30, 2017)
Source: SNL Financial
Branch counts as of the time of the closing of each acquisition
11
AFFLUENT AND GROWING MARKETS
VIRGINIA MARYLAND1
Key Geographic Highlights
NORTH CAROLINA
Total Market Deposits
Median HHI 2031 Proj.
$326.8bn
$110.6k
$264.3bn
$116.7k
$726.3bn
2.57%
Branches: 126
Deposits: $20.4bn
Branches: 40
Deposits: $9.7bn
Branches: 11
Deposits: $892mm
Median HHI CAGR 2031 Proj.
Population CAGR 2031 Proj.
Total Market Deposits
Median HHI 2031 Proj.
Median HHI CAGR 2031 Proj.
Population CAGR 2031 Proj.
Total Market Deposits
Median HHI 2031 Proj.
Median HHI CAGR 2031 Proj.
Population CAGR 2031 Proj.
2.07%
0.39%
1.73%
0.27%
$89.7k
1.00%
Source for non-Company information: S&P Global Market Intelligence; Deposit market data as of 6/30/2025.
1. Deposit market share data includes District of Columbia
12
Leading Regional Presence
Dense, uniquely valuable presence
across attractive markets
• #1 Largest Regional Bank headquartered in the lower Mid-Atlantic1
• 177 Total Branches Across our Virginia, Maryland, Washing ton D.C., and North Carolina markets
• We believe the three state footprint that we operate in is among the most attractive in the country
FinancialStrength
Solid balance sheet & capital
levels
• 10.4% CET1 Ratio |14.1% Total Risk-Based Capital Ratio; rapidly accreting capital
• 94% Loan-to-Deposit Ratio; 92% Core Deposits2 | 22% Non-Interest Bearing Deposits
• Proven track record of conservative credit
• 1.15% Allowance for Credit Losses to Loans
Q2 2026 HIGHLIGHTS
Source: S&P Global Market Intelligence Financial Data as of or for the three months ended 6/30/2026.
1. Based on Deposit market share as of June 30, 2025. Regional banks defined as U.S. Banks with <$100Bn in assets; Mid-Atlantic defined as Delaware, Maryland, New Jersey, Pennsylvania, Virginia, Washington D.C., and West Virginia
2. Core deposits defined as total deposits less jumbo time deposits and brokered deposits
3. Organic growth excludes loans acquired in acquisitions from 2017 to 2Q 2026
4. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
Solid Earnings Power
Top-tier returns, an expanding margin,
and diversified revenue
• Adjusted operating ROA4 of 1.47% (GAAP ROA of 1.73%)
• Adjusted operating ROTCE4 of 20.1% (GAAP ROTCE of 23.4%)
• Net Interest Margin of 3.89%, up 9 basis points from the prior quarter on higher earning -asset yields
• Diversified revenue base — Q2 2026 adjusted operating noninterest income4 of $57.9 million across
fiduciary & asset management, service charges, interchange, etc.
Strong Growth Profile
Organic & Capitalizing on Executing
Sandy Spring Acquisition
• Focused on organic growth opportunities and adding 10 branches to North Carolina
• Total Loan CAGR from 2017 to 2Q 2026 = 18% Total | 8% Organic3
• $17Bn of Wealth AUM
FINANCIAL OVERVIEW
14
FINANCIAL HIGHLIGHTS
Q2 2026 FINANCIALS AT A GLANCE
Balance Sheet ($B)
Profitability
Assets
Gross Loans HFI
Deposits
TCE1
GAAP Adj.1
Net
Income
ROA
ROTCE
Dil. EPS
Net
Income1
ROA1
ROTCE1
$161M
$38.1
$30.5
$2.95
1.73%
23.4%
$137M
1.47%
20.1%
Dil. EPS1 $0.94
$28.7
Q2 2026 Highlights
Reported net income available to common shareholders increased 32.6% from
the prior quarter driven by:
• An increase in noninterest income, primarily driven by a $32.3 million pre-tax gain on the sale of equity interest in Bearing Insurance Group, LLC
(“Bearing Insurance”);
• Increase in net interest income, primarily driven by higher interest income
on loans held for investment (“LHFI”) and lower interest expense on long-term borrowing costs;
• A decrease in noninterest expense, primarily driven by a $9.0 million
decrease in pre-tax merger-related costs;
• Partially offset by an increase in provision for credit losses, primarily
driven by the reserve build associated with loan portfolio growth;
• An increase in income tax expense associated with higher pre-tax income.
Adjusted operating earnings available to common shareholders1
increased
6.2% from the prior quarter primarily due to:
• An increase in net interest income, as described above;
• An increase in adjusted noninterest income1
, primarily due to a $2.5 million
increase in loan-related interest rate swap fees, and a $1.3 million increase in
fiduciary and asset management fees, partially offset by a $2.8 million
decrease in other operating income;
• Partially offset by an increase in income tax expense, as described above.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
2. Quarter over quarter percentage changes in this table are calculated on an annualized basis except for dividends, which are presented on a per share basis.
QoQ
Growth2
+8.4%
+1.0%
+16.5%
+10.4%
Eff.
Ratio
$1.11
NIM Core
NIM (FTE)1
Eff.
Ratio(FTE)1
47.9% 47.5%
3.89% 3.46%
15
BALANCE SHEET TRENDS
LOANS ($ IN MILLIONS ) DEPOSITS ($ IN MILLIONS ) ASSETS ($ IN MILLIONS )
18,471
27,796 27,946 28,673
2024 2025 Q1 2026 Q2 2026
20,398
30,472 30,391 30,468
2024 2025 Q1 2026 Q2 2026
24,585
37,586 37,315 38,100
2024 2025 Q1 2026 Q2 2026
16
PROFITABILITY
ROA (%) ROTCE (%)
EFFICIENCY RATIO (%) EPS ($)
0.88% 0.80%
1.33%
1.73%
1.11%
1.33% 1.41% 1.47%
2024 2025 Q1 2026 Q2 2026
ROA (GAAP) Adjusted Operating ROA
13.4% 12.8%
18.6%
23.4%
16.9%
20.4% 19.6% 20.1%
2024 2025 Q1 2026 Q2 2026
ROTCE (GAAP) Adjusted Operating ROTCE
62.1% 65.2%
57.1%
47.9%
53.3%
49.7% 49.9%
47.5%
2024 2025 Q1 2026 Q2 2026
Efficiency Ratio (GAAP) Adjusted Operating Efficiency Ratio(FTE)
$2.24 $2.03 $1.95
$2.88
$3.44
$1.83
2024 2025 YTD 2026
EPS (GAAP) Adjusted Operating EPS
Quarterly data for three months ended, year-to-date data for six months ended, yearly data for the twelve months ended.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
2. Annualized for illustrative purposes.
$3.932
$3.61
2
GAAP Measure
Adjusted Operating
Non-GAAP Measure
1
1
1
1
1
$3.692
17
699
1,155
312 325
714
1,172
317 330
3.27%
3.74% 3.80% 3.34% 3.89%
3.80% 3.85% 3.94%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
0
200
400
600
800
1,000
1,200
1,400
1,600
2024 2025 Q1 2026 Q2 2026
Net Interest Income (GAAP) Net Interest Income (FTE) (non-GAAP)
NIM NIM (FTE)
NET INTEREST MARGIN
BAR CHART LONG NET INTEREST INCOME ($ IN MILLIONS ) LOAN PORTFOLIO PRICING MIX
DOLLAR
LINE CHART NIM
SINCE Q1 2025
COMMENTARY – Q2 2026 vs. Q1 2026
1,3242
Q2 2026
Fixed 46%
1-month SOFR 41%
Prime 8%
Other 5%
Total 100%
Approximately 19% of the total loan portfolio at 6/30/2026 have floors and all
are above floors
▪ Net interest income increased $12.7 million to $325.1 million, and net
interest income (FTE)1
increased $12.8 million to $329.7 million from the
prior quarter.
▪ Increases were driven primarily by higher interest income on loans held
for investment, reflecting loan growth, higher loan yields, and increased
loan accretion income.
▪ Net interest margin and net interest margin (FTE)1 each increased 9
basis points from the prior quarter to 3.89% and 3.94%, respectively,
aided by earning asset yields rising 9 basis points to 5.88%.
▪ Net accretion income was $39.9 million for the quarter, compared to
$32.9 million in the prior quarter.
▪ Loan portfolio is 46% fixed / 41% 1-month SOFR / 8% Prime / 5% other;
approximately 19% of the total portfolio has floors, all of which are above
their floors at 6/30/26.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
2. Annualized for illustrative purposes
1,304 1,286 2
2
1,2652
1
1
18
▪ Average cost of deposits increased 3 basis points to 1.93%, while
average cost of funds was unchanged at 1.94%, as increases in deposit
costs were offset by lower acquisition accounting-related borrowing
amortization.
▪ Loan yield (FTE)1
increased 9 basis points to 6.23% and earning asset
yield (FTE)1
increased 9 basis points to 5.88%, driven by higher loan
yields and loan accretion income.
▪ Cost of interest-bearing deposits was 2.48% and cost of interest-bearing liabilities was 2.59% for the quarter.
▪ Balance sheet remains modestly asset-sensitive; the securities
portfolio is used defensively to neutralize the overall asset-sensitive
interest rate risk profile.
INTEREST RATE POSITIONING
NIM, YIELD ON LOANS & COST OF DEPOSITS Q2 2026 INTEREST RATE SENSITIVITY
3.11%
3.39% 3.31% 3.26%
3.38%
3.78% 3.77%
3.90% 3.80%
3.89%
6.03%
6.34% 6.35%
6.14% 6.01%
6.48% 6.43% 6.44%
6.14%
6.23%
2.39%
2.46%
2.57%
2.48%
2.29%
2.20% 2.18%
2.03%
1.90%
1.93%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
2024Q1 2024Q2 2024Q3 2024Q4 2025Q1 2025Q2 2025Q3 2025Q4 2026Q1 2026Q2
NIM Yield on Loans Cost of Deposits
(20.3)
(14.2)
(6.3)
6.4
11.8
16.3
-300 -200 -100 +100 +200 +300
Change in Future Net
Interest Income ($mm)
1
Change in Interest Rates
% Change in
Future Net
Interest
Income:
(6%) (4%) (2%) 2% 4% 5%
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
COMMENTARY – Q2 2026 vs. Q1 2026
19
51.5
56.6
56.5 57.9
81.5
51.8
57.0 54.8
90.2
13.6%
14.9%
14.4%
14.7%
14.9%
20.2%
14.0%
14.7%
14.9%
21.7%
-100.0%
-80.0%
-60.0%
-40.0%
-20.0%
0.0%
20.0%
-10.0
10.0
30.0
50.0
70.0
90.0
110.0
Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026
Adjusted Operating NII NII (GAAP)
Adjusted Operating NII / Rev NII / Rev (GAAP)
NON-INTEREST INCOME
NON-INTEREST INCOME ($ IN MILLIONS) Q2 2026 COMPOSITION
Service Charge
(Deps. Acct)
13.6% Other Service
Charge / Fees
2.5%
Interchange Fees
4.2%
Fiduciary and AM
Fees
23.8%
Mortgage Banking
Income
2.9%
BOLI
6.4%
Loan-related Rate
Swap Fees
7.2%
Other
39.5%
▪ Noninterest income increased $35.4 million to $90.2 million, primarily driven by
a $32.3 million pre-tax gain on the sale of the Company's equity interest in
Bearing Insurance.
▪ Adjusted operating noninterest income1
, which excludes the pre-tax gain on sale
of equity interest in Bearing Insurance and pre-tax gains on sale of securities,
increased $3.1 million to $57.9 million.
▪ Increase was driven by a $2.5 million increase in loan-related interest rate swap
fees due to an increase in transaction volumes and a $1.3 million increase in
fiduciary and asset management fees, primarily due to an increase in assets
under management.
▪ Partially offset by a $2.8 million decrease in other operating income, primarily
due to a decrease in equity method investment income, reflecting the impact of
the Bearing Insurance equity interest sale and mark-to-market valuation losses
on certain investments.
Figures may not foot due to rounding.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure
2. Q2 2025 excludes the impact of the $15.7 million pre-tax gain on the Commercial Real Estate ("CRE") loan sale and a $14.3 million pre-tax gain on the sale of the Company's equity interest in Carry Street Partners “CSP”
3. Q3 2025 excludes the impact of the ($4.8) million pre-tax loss related to the final CRE loan sale settlement
4. Q4 2025 excludes the impact of the $457,000 pre-tax gain on sale of the Company's equity interest in CSP
5. Q2 2026 excludes the impact of the $32.3 million pre-tax gain on sale of the Company's equity interest in Bearing Insurance Group, LLC ("Bearing Insurance”)
Make this GAAP vs. NonGAAP
Add Q1 2026, Q2 2026
Remove 2023
SHOW ALL ADJUSTED OPERATING NIM
And normal NIM. Side by side and 2 lines
Show total Noninterest Income and add the
top bar dotted line for the nonrecurring
1
1
COMMENTARY – Q2 2026 vs. Q1 2026
3
4
5
2
20
182.4 185.5 186.9 185.3 184.0
279.7
238.4 243.2
209.8
199.1
48.3% 48.8% 47.8%
49.9% 47.5%
69.4%
64.3% 62.8%
57.1%
47.9%
-80.0%
-60.0%
-40.0%
-20.0%
0.0%
20.0%
40.0%
60.0%
80.0%
0.0
50.0
100.0
150.0
200.0
250.0
300.0
350.0
400.0
Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026
Adjusted Operating NIE NIE (GAAP)
Adjusted Operating Efficiency Ratio Efficiency Ratio (GAAP)
NON-INTEREST EXPENSE
NON-INTEREST EXPENSE ($ IN MILLIONS) Q2 2026 COMPOSITION
Salaries and
Benefits
56.4%
Occupancy
6.5%
Furniture and
Equipment
2.8%
Technology and
data processing
8.0%
Professional
Services
3.1%
Marketing and
advertising
2.8%
Other
20.5%
▪ Noninterest expense decreased $10.7 million to $199.1 million,
primarily driven by a $9.0 million decrease in pre-tax merger-related
costs.
▪ Adjusted operating noninterest expense1
, which excludes merger-related
costs and amortization of intangible assets, decreased $1.3 million to
$184.0 million.
▪ Decrease driven by a $1.8 million decline in marketing and advertising
expense and a $1.1 million decline in salaries and benefits expense
(seasonal decrease in payroll taxes and 401(k) contribution expenses),
partially offset by a $1.6 million increase in other expenses.
▪ Efficiency ratio (FTE)1 of 47.4% and adjusted operating efficiency ratio
(FTE)1 of 47.5% for the quarter.
Figures may not foot due to rounding.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure
2. Excludes merger-related costs and amortization of intangible assets
1
1
COMMENTARY – Q2 2026 vs. Q1 2026
2
LOAN PORTFOLIO AND
ASSET QUALITY
22
DIVERSIFIED AND GRANULAR LOAN PORTFOLIO
Duration
Q2 2025 Weighted Average Yield (Tax Equivalent)
C&D 6.5%
Owner Occupied
CRE
15.0%
C&I
19.6%
Other Commercial
5.8% Commercial 1-4 Family
3.5%
Non-Owner
Occupied CRE
25.5%
Multifamily RE
8.5%
Consumer 1-4 Family
10.2%
Residential 1-4 family
- Revolving 4.6%
Auto
0.5%
Consumer
0.4%
TOTAL LOAN PORTFOLIO $28.7 BILLION
Total Portfolio Characteristics
As of June 30,2026
LOAN PORTFOLIO CHARACTERISTICS
1.3 years
Duration
40%
Commercial2
6.23%
Q2 2026 Weighted Average Yield (Tax Equivalent)1
Figures may not foot due to rounding.
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
2. Commercial defined as C&I plus owner-occupied commercial real estate and other commercial
23
293%
275% 272% 274%
2024 2025 Q1 2026 Q2 2026
63%
39% 41% 42%
2024 2025 Q1 2026 Q2 2026
C&D AND CRE LOAN CONCENTRATIONS
C&D LOANS / RISK BASED CAPITAL (%) CRE1 LOANS / RISK BASED CAPITAL (%)
Financial data per bank level regulatory filings.
1. Commercial Real Estate (including CRE loans held for sale) as defined by joint regulatory guidance to include call codes 1.a (Construction), 1.d (Multifamily), 1.e.2. (Other Non-farm Non-residential, excluding Owner-Occupied)
and CRE loans not secured by real estate.
24
Total Non-Owner Occupied CRE
25.5%
Owner Occupied CRE 15.0%
Construction and Land
Development 6.5%
Multifamily Real Estate 8.5%
Residential 1-4 Family -
Commercial 3.5%
Other Commercial
(Farmland) 0.1%
All Other Loans 40.9%
CRE PORTFOLIO
At June 30, 2026
CRE BY CLASS
$ I N M I LLI O N S
Total
Outstandings
% of
Total Portfolio
Hotel/Motel B&B $1,230 4.3%
Industrial/Warehouse $1,290 4.5%
Office $1,478 5.2%
Retail $1,844 6.4%
Self Storage $715 2.5%
Senior Living $120 0.4%
Other $627 2.2%
Total Non-Owner Occupied CRE $7,304 25.5%
Owner Occupied CRE $4,308 15.0%
Construction and Land Development $1,859 6.5%
Multifamily Real Estate $2,429 8.5%
Residential 1-4 Family - Commercial $1,008 3.5%
Other Commercial (Farmland) $42 0.1%
Total CRE $16,951 59.1%
$28.7B
Total Loans
274%
CRE Concentration
Ratio1
1. CRE concentration as a percentage of total capital; Loan balances used are as defined in the Call Report instructions.
Figures may not foot due to rounding.
25
NON-OWNER OCCUPIED OFFICE CRE PORTFOLIO
NON-OWNER OCCUPIED OFFICE
GEOGRAPHICALLY DIVERSE NON PORTFOLIO CREDIT QUALITY -OWNER OCCUPIED OFFICE PORTFOLIO
( $ M I LLI O N S )
Carolinas $326
Western VA $154
Fredericksburg Area $163
Central VA $100
Coastal VA/NC $61
Baltimore $127
DC Metro $436
Other Maryland $50
Eastern VA $26
Other $36
Total $1,478
BY MARKET DC METRO SUBMARKET2 KEY PORTFOLIO METRICS
Avg. Office Loan ($ thousands) $2,223
Median Office Loan ($ thousands) $744
Loan Loss Reserve / Office Loans 1.58%
NCOs / Office Loans1 (0.02%)
Delinquencies / Office Loans 0.40%
NPL / Office Loans 0.20%
Criticized Loans / Office Loans 8.88%
District of Columbia $60
Suburban Maryland $180
Suburban Virginia $196
Total $436
As of June 30, 2026
Figures may not foot due to rounding.
1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Office Portfolio
2. DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls Church City, Arlington County, Alexandria City
26
MULTIFAMILY CRE PORTFOLIO
Carolinas $768
Western VA $255
Fredericksburg Area $87
Central VA $291
Coastal VA/NC $220
Baltimore $133
DC Metro $368
Other Maryland $11
Eastern VA $39
Other $259
Total $2,429
BY MARKET
MULTIFAMILY PORTFOLIO CREDIT
GEOGRAPHICALLY DIVERSE MULTIFAMILY PORTFOLIO QUALITY
DC METRO SUBMARKET2 KEY PORTFOLIO METRICS
( $ M I LLI O N S )
Avg. Multifamily Loan ($ thousands) $3,715
Median Multifamily Loan ($ thousands) $888
Loan Loss Reserve / Multifamily Loans 1.34%
NCOs / Multifamily Loans1 0.00%
Delinquencies / Multifamily Loans 1.19%
NPL / Multifamily Loans 0.96%
Criticized Loans / Multifamily Loans 12.57%
District of Columbia $251
Suburban Maryland $108
Suburban Virginia $9
Total $368
As of June 30, 2026
Figures may not foot due to rounding.
1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Multifamily Portfolio
2. DC, Montgomery County, Prince George’s County, Fairfax County, Fairfax City, Falls Church City, Arlington County, Alexandria City
27
$776.4 million 1.00% $3.6 million
Total Amount of Loans Loan Loss Reserve/
Gov Con Loans
Avg. Loan Size
0.00% 0.0% 8.84%
Non-Performing Loans Net Charge-Offs1 Criticized Loans/
Gov Con Loans
OVERVIEW OF GOVERNMENT-RELATED LOAN
PORTFOLIO EXPOSURES
• Government Contracting team has
managed through government
shutdowns and sequestrations in the
past.
• Focus on national security agency and
defense industry contractors.
• Active monitoring of all published
notices of contract terminations or
stop work orders.
KEY METRICS OF GOVERNMENT CONTRACTING PORTFOLIO
As of June 30, 2026
1. Trailing 4 Quarters Avg NCO/Trailing 4 Quarter Avg Government Contracting Portfolio
28
$20.7
$154.2
$78.3
• Comprised primarily of facilities that help fund private equity
group lending to businesses
• The Company’s exposure consists of granular downstream
credits held as collateral with each facility controlled with
specific conservative advance rates and concentration
percentages
• The Company has had no NDFI charge-offs or past due loans in
the preceding four quarters
• All NDFI loans are included in the Other Commercial (Other) loan
class
NON-DEPOSITORY FINANCIAL INSTITUTION (“NDFI”)/PRIVATE
CREDIT PORTFOLIO
As of June 30, 2026
NDFI/PRIVATE CREDIT PORTFOLIO PORTFOLIO CHARACTERISTICS
$ I N M I LLI O N S
Loans to mortgage credit intermediaries
Institutional CRE, Residential Mortgage Warehouse,
Mortgage Servicing Rights ("MSR")
Loans to business credit intermediaries
Wholesale Lender Finance, Business Development
Companies
Other loans to non-depository financial
institutions
All Other (e.g. insurance, broker/dealer)
Loans to consumer credit intermediaries1
Consumer Lender Finance
N D F I / P R I V A T E C R E D I T LO A N T Y P E S
Total of $253.2
NDFI Loan Loss Reserve / Total NDFI Loans 0.86%
NDFI Loans/ Total Loans 0.88%
Average NDFI Loan Size $2.2 million
KEY PORTFOLIO METRICS
KEY PORTFOLIO METRICS
1. As of June 30, 2026, there were no outstanding balances related to loans to consumer credit intermediaries
29
0.31%
0.41%
0.45%
0.28%
2024 2025 Q1 2026 2Q 2026
0.31%
0.41% 0.35% 0.39%
2024 2025 Q1 2026 Q2 2026
0.38%
1.39%
0.23%
0.04% (0.04%)
0.14%
Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 2Q 2026
Loan Loss Provision / Average Loans
ASSET QUALITY
NON-PERFORMING ASSETS / LHFI PROVISIONS
NON-ACCRUAL LOANS / LHFI PAST DUE AND STILL ACCRUING / LHFI 1
0.32%
0.42% 0.36% 0.39%
2024 2025 Q1 2026 Q2 2026
1.13% 1.16% 1.15% 1.15% ACL /
LOANS:
Yearly data as of or for the twelve months ended, quarterly data as of or for the three months ended
1. Shown as 30+ days past due and still accruing / total loans held for investment.
1.25% 1.17%
30 Numbers may not foot due to rounding
Q2 2026 ALLOWANCE FOR CREDIT LOSSES (ACL)
AND PROVISION FOR CREDIT LOSSES
Q2 MACROECONOMIC FORECAST
Q2 ACL CONSIDERATIONS
MOODY’S JUNE 2026 BASELINE FORECAST:
• US GDP expected to average ~2.1% growth
in 2026 and ~1.9% in 2027.
• The national unemployment rate expected
to average ~4.4% in 2026 and ~4.6% 2027.
• Effective January 1, 2026, the Company
made certain changes to its ACL
methodology as part of the continued
enhancement of its credit modeling
practices, resulting in more dynamic and
precise modeling that allows for more
granularity in the monitoring of our credit
losses.
• Utilizes a weighted Moody’s forecast
economic scenarios approach in the
overall estimate.
• The increase in the allowance for credit
losses reflects growth in both the ALLL and
the RUC primarily driven by loan growth
and higher unfunded commitments.
• The reasonable and supportable forecast
period is 2 years; followed by reversion to
the historical loss average over 2 years.
ALLOWANCE FOR LOAN
& LEASE LOSSES (ALLL)
RESERVE FOR UNFUNDED
COMMITMENTS (RUC)
ALLOWANCE FOR
CREDIT LOSSES
12/31/2025
Ending Balance % of loans
$295.1 million
(1.06%)
$26.2 million
(0.10%)
$321.3 million
(1.16%)
Q1 2026 Activity
($4.0) million
Decrease driven by portfolio mix
changes.
+$4.6 million
Increase primarily driven by higher
construction and land development
unfunded commitments.
+$0.6 million
$2.2 million Provision for Credit
Losses and $1.6 million net charge-offs.
03/31/2026
Ending Balance % of loans
$291.1 million
(1.04%)
$30.8 million
(0.11%)
$321.9 million
(1.15%)
Q2 2026 Activity +$7.7 million
Increase driven by loan growth.
+$1.4 million
Increase driven by growth in
unfunded commitments.
+$9.1 million
$11.0 million Provision for Credit
Losses and $2.0 million net
charge-offs.
06/30/2026
Ending Balance % of loans
$298.8 million
(1.04%)
$32.2 million
(0.11%)
$331.0 million
(1.15%)
31
HISTORY OF PRUDENT CREDIT MANAGEMENT ACROSS CYCLES
NET CHARGE OFFS / AVERAGE LOANS (%)
0.01% 0.05%
0.21%
0.71%
0.58% 0.56% 0.58%
0.36%
0.11% 0.14% 0.09% 0.15% 0.12% 0.17%
0.08% 0.01% 0.02% 0.05% 0.05%
0.17%
0.03%
0.39%
0.59%
1.41%
2.56% 2.56%
1.57%
1.10%
0.69%
0.49%
0.44% 0.47% 0.50% 0.48% 0.51% 0.50%
0.25% 0.27%
0.51%
0.68% 0.63%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q2 2026
AUB Industry Average
TBU
FDIC Banks
Source: S&P Global Market Intelligence, Federal Reserve Bank of St. Louis (Federal Reserve Economic Data - FRED), Federal Deposit Insurance Corporation (FDIC) & company filings; Financial data as of respective quarter ended; Industry
average includes all FDIC-Insured Institutions.
FUNDING & LIQUIDITY
33
ATTRACTIVE CORE DEPOSIT BASE
Non-Interest Bearing
22%
Interest Checking
26%
Money Market
22%
Retail Time
13%
Jumbo Time
6%
Brokered
2%
Savings
8%
DEPOSIT BASE CHARACTERISTICS AS OF JUNE 30, 2026 DEPOSIT COMPOSITION — $30.5 BILLION
92%
core deposits1
48%
transactional accounts
1.93%
cost of deposits
Figures may not foot due to rounding
1. Core deposits defined as total deposits less jumbo time deposits and brokered deposits
34
GRANULAR DEPOSIT BASE
CUSTOMER DEPOSIT GRANULARITY
PERIOD END UNINSURED & UNCOLLATERALIZED DEPOSITS
AS A PERCENTAGE OF TOTAL DEPOSITS
( $ M I LLI O N S )
$22,000 $22,000 $22,000
$105,000
$118,000 $120,000
$2,100 $2,600 $2,500
$7,400
$8,000 $8,100
Q2 2025 Q1 2026 Q2 2026
Retail Avg. Deposits Acct Size Business Avg. Deposits Acct Size
Retail Accounts - Median Business Accounts - Median
32% 32% 31% 32% 33%
$9,907 $9,802 $9,551 $9,608 $9,915
Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026
35
SECURITIES PORTFOLIO
• Total securities portfolio of $4.7 billion with a
total net unrealized losses of $346.2 million
– 83% of total portfolio book value in
available-for-sale (“AFS”) with net
unrealized losses of $317 million
– 17% of total portfolio book value
designated as held-to-maturity with net
unrealized losses of $29 million
– 14% floating rate versus 86% fixed rate
• Total effective duration of approximately 4.0
years. Securities portfolio is used defensively
to neutralize overall asset sensitive interest
rate risk profile
• ~27% municipals, ~71% treasuries, agency
MBS/CMOs and ~2% corporates and other
investments
• Securities to total assets of 12.4% as of June
30, 2026, down from 13.1% as of March 31,
2026
$4,636
$4,882
$4,738
2Q 2025 1Q 2026 2Q 2026
4.15% Yield1
4.08% Yield1
4.05% Yield1
INVESTMENT SECURITIES BALANCES
Total AFS (fair value) and HTM (carrying value)
( $ M I LLI O N S )
Data as of 6/30/26, unless stated otherwise
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
36
Cash and Cash
Equivalents
(unrestricted)
$969
Unencumbered
Securities
$1,790
FHLB Borrowing
Capacity
$4,988
Fed Funds Lines
$1,392
Discount Window
$1,653
Secondary Sources*
$2,514
LIQUIDITY POSITION
* Includes brokered deposits and other sources of liquidity
Figures may not foot due to rounding
Liquidity
Sources
Total
$13.3
billion
At June 30, 2026
TOTAL LIQUIDITY SOURCES OF
$13.3 BILLION
~134% Liquidity Coverage Ratio of
Uninsured/Uncollateralized Deposits of $9.9 billion
($ MILLIONS)
CAPITAL POSITION
38
CAPITAL RATIO
REGULATORY WELL
CAPITALIZED
MINIMUMS
REPORTED PRO FORMA INCLUDING AOCI
& HTM UNREALIZED LOSSES
ATLANTIC UNION
BANKSHARES
ATLANTIC
UNION BANK
ATLANTIC
UNION
BANKSHARES
ATLANTIC
UNION BANK
Common Equity Tier 1 Ratio
(CET1) 6.5% 10.4% 13.0% 9.4% 12.0%
Tier 1 Capital Ratio 8.0% 10.9% 13.0% 10.0% 12.0%
Total Risk Based Capital Ratio 10.0% 14.1% 14.0% 13.2% 13.0%
Leverage Ratio 5.0% 9.6% 11.4% 8.8% 10.6%
Tangible Equity to Tangible
Assets (non-GAAP)1
- 8.6% 10.4% 8.6% 10.3%
Tangible Common Equity Ratio
(non-GAAP) 1
- 8.2% 10.4% 8.1% 10.3%
As of 6/30/2026 As of 3/31/2026 % Change
Tangible Book Value per share
(non-GAAP) 1 - $20.77 $19.93 4.2%
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure
* Capital information presented herein is based on estimates and subject to change pending the Company’s filing of its regulatory reports
STRONG CAPITAL POSITION
At June 30, 2026
CAPITAL MANAGEMENT STRATEGY
ATLANTIC UNION CAPITAL MANAGEMENT
OBJECTIVES ARE TO:
• Maintain designation as a “well capitalized”
institution.
• Ensure capital levels are commensurate with
the Company’s risk profile, capital stress test
projections, and strategic plan objectives.
THE COMPANY’S CAPITAL RATIOS ARE WELL
ABOVE REGULATORY WELL CAPITALIZED LEVELS
• On a pro forma standalone basis, the Company
and the Bank would be well capitalized if
unrealized losses on securities were realized at
June 30, 2026.
CAPITAL MANAGEMENT ACTIONS
During the second quarter of 2026, the Company:
• Paid a common stock dividend of 37 cents per
share, which was the same as the first quarter of
2026, and an increase of 8.8% from the second
quarter of 2025 dividend amount.
• Paid dividends of $171.88 per outstanding share
of Series A Preferred Stock
• Repurchased $10.0 million of common stock at
an average price of $37.76
39
CONSOLIDATED CAPITAL RATIOS
TIER 1 RATIO (%)
TOTAL CAPITAL RATIO (%)
10.8% 10.6% 10.8% 10.9%
2024 2025 Q1 2026 Q2 2026
13.6%
13.9% 14.0% 14.1%
2024 2025 Q1 2026 Q2 2026
TANGIBLE COMMON EQUITY / TANGIBLE
ASSETS (%)1
7.2%
7.9% 8.0% 8.2%
2024 2025 Q1 2026 Q2 2026
CET1 RATIO (%)
10.0% 10.1% 10.2% 10.4%
2024 2025 Q1 2026 Q2 2026
1. Non-GAAP financial measure. Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure
APPENDIX
41
PRO FORMA CONSOLIDATED CAPITAL Note: Assumes 0% risk weighting on net subordinated debt proceeds
1. For illustrative purposes only, assumes a $200 million subordinated debt raise, net of
customary offering and underwriting expenses, for net proceeds of $197.5 million. Qualifying
subordinated debt is included in Tier 2 capital at its gross outstanding principal (par)
amount of $200 million 2. Reflects the redemption at par of existing subordinated notes of
$168 million, which represents $101 million net capital impact to qualifying subordinated
debt (60% Tier 2 phase out due to maturity schedule) 3. Non-GAAP financial measure. Please
refer to the appendix for a reconciliation of the non-GAAP financial measure to the most
directly comparable GAAP measure. As Reported $200M Redemption Pro Forma AUB Sub Debt of
Existing AUB ($ in millions) 6/30/2026 Issuance 1 Sub Debt 2 6/30/2026 Regulatory Capital
Components Common Equity Tier 1 $3,271 $3,271 Additional Tier 1 Capital 166 166 Tier 1 Capital
$3,438 $3,438 Qualifying loan loss reserve $305 $305 Plus: Qualifying Subordinated Debt 537
200 (101) 636 Plus: Additional TRUP 167 167 Total Tier 2 $1,008 $1,107 Total Risk Based Capital
$4,446 200 (101) $4,545 Assets for Regulatory Ratios Risk Adjusted Assets $31,421 $31,421
Average assets for leverage ratio 35,721 198 (168) 35,750 TCE / TA Components Tangible Common
Equity $2,947 $2,947 Actual Assets 38,100 198 (168) 38,129 Tangible Assets 36,060 198 (168)
36,090 Capital Ratios Tangible Common Equity / Tangible Assets 8.2% 8.2% Tier 1 Leverage
Ratio 9.6% 9.6% Common Equity Tier 1 Ratio 10.4% 10.4% Tier 1 Risk-Based Ratio 10.9% 10.9%
Total Risk-Based Ratio 14.1% 14.5% 3 3 Deal Roadshow Only
42
KROLL BOND RATING AGENCY AND OUTSTANDING DEBT &
PREFERRED SUMMARY
As of October 24, 2025 KBRA
Atlantic Union Bankshares Corporation
Senior Unsecured Debt BBB+
Subordinated Debt BBB
Preferred Stock BBB-Short-Term Debt K2
Outlook Stable
As of October 24, 2025 KBRA
Atlantic Union Bank
Deposit A-Senior Unsecured Debt A-Subordinated Debt BBB+
Short-Term Debt K2
Outlook Stable
Debt and Hybrid Securities Profile
Issue Entity Rank Maturity Call Amount
($000)
Front-End
Coupon Back-End Coupon Current
Coupon1
Subordinated Debt
2031 Sub Notes
(10NC5) HoldCo Subordinated 12/15/2031 12/15/2026 $250,000 2.875% 3M SOFR + 186 bps 2.875%
2032 Sub Notes
(10NC5) HoldCo Subordinated 3/30/2032 3/30/2027 $190,000 3.875% 3M SOFR + 196.5 bps 3.875%
2029 Sub Notes
(10NC5) HoldCo Subordinated 11/15/2029 Callable $168,000 4.250% 3M SOFR + 262 bps2 6.530%
Trust Preferred Capital Securities
Statutory Trust I HoldCo Jr. Subordinated 6/17/2034 Callable $22,500 — 3M SOFR + 275 bps2 6.660%
Statutory Trust II HoldCo Jr. Subordinated 6/15/2036 Callable $36,000 — 3M SOFR + 140 bps2 5.310%
VFG Limited Liability
Trust I HoldCo Jr. Subordinated 3/18/2034 Callable $20,000 — 3M SOFR + 273 bps2 6.640%
FNB Statutory Trust II HoldCo Jr. Subordinated 6/26/2033 Callable $12,000 — 3M SOFR + 310 bps2 7.010%
Gateway Capital
Statutory Trust I HoldCo Jr. Subordinated 9/17/2033 Callable $8,000 — 3M SOFR + 310 bps2 7.010%
Gateway Capital
Statutory Trust II HoldCo Jr. Subordinated 6/17/2034 Callable $7,000 — 3M SOFR + 265 bps2 6.560%
Gateway Capital
Statutory Trust III HoldCo Jr. Subordinated 5/30/2036 Callable $15,000 — 3M SOFR + 150 bps2 5.410%
Gateway Capital
Statutory Trust IV HoldCo Jr. Subordinated 7/30/2037 Callable $25,000 — 3M SOFR + 155 bps2 5.460%
MFC Capital Trust II HoldCo Jr. Subordinated 1/23/2034 Callable $5,000 — 3M SOFR + 285 bps2 6.760%
AMNB Statutory
Trust I HoldCo Jr. Subordinated 6/30/2036 Callable $20,000 — 3M SOFR + 135 bps2 5.260%
MidCarolina Trust I HoldCo Jr. Subordinated 11/7/2032 Callable $5,000 — 3M SOFR + 345 bps3 7.100%
MidCarolina Trust II HoldCo Jr. Subordinated 1/7/2034 Callable $3,500 — 3M SOFR + 295 bps3 6.600%
Preferred Stock
Series A Preferred
(Perpetual NC) HoldCo Preferred Stock Perpetual Callable $172,500 6.875% — 6.875%
$168M of 2029 Sub Notes receiving 60% Tier 2
capital treatment given remaining time to maturity
Rating disclaimer: An explanation of the significance of ratings may be obtained from the rating agency. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and
assumptions, as they deem appropriate. Ratings should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review,
revision, suspension, reduction or withdrawal at any time by the assigning rating agency. No report of any rating agency is incorporated by reference herein.
1. Coupon rate subject to change; Data per AUB 2025Y 10-K.
2. Three-Month Chicago Mercantile Exchange Secured Overnight Financing Rate (“SOFR”) + 0.262%
3. Three-Month Chicago Mercantile Exchange SOFR
43
DOUBLE LEVERAGE AND INTEREST COVERAGE Deal Roadshow Only Fiscal Year Ended, Three Months
Ended 6/30/2026, ($ in millions) 2022 2023 2024 2025 Standalone Offering Adjustments Pro
Forma 1 Double Leverage Bank-Level Equity $2,666 $2,845 $3,475 $5,716 $5,792 $5 $5,797 Consolidated
Equity 2,373 2,556 3,143 5,006 5,153 0 5,153 Double Leverage Ratio 112% 111% 111% 114% 112%
112% Interest Coverage Earnings: Income From Continuing Operations Before Taxes $280.0 $239.9
$259.8 $337.0 $204.5 ($0.2) $204.3 (+) Total Debt Interest 20.0 46.7 45.1 51.0 15.3 0.4 15.7
Earnings (Before Corporate Debt Interest) $299.9 $286.6 $304.9 $388.0 $219.8 $220.0 (+) Total
Deposit Interest 56.2 296.7 483.9 615.5 146.4 $146.4 Earnings (Before Corporate Debt Interest
+ Deposit Interest) $356.1 $583.3 $788.8 $1,003.6 $366.2 $366.4 Interest: Total Debt Interest
$20.0 $46.7 $45.1 $51.0 $15.3 $0.4 $15.7 Interest Expense Excluding Deposit Interest $20.0
$46.7 $45.1 $51.0 $15.3 $15.7 Total Deposit Interest 56.2 296.7 483.9 615.5 146.4 146.4 Interest
Expense Including Deposit Interest $76.2 $343.4 $529.0 $666.6 $161.7 $162.1 Adjusted Interest
Coverage (Ex. Deposit Interest Expense) - A / C 15.0x 6.1x 6.8x 7.6x 14.4x 14.0x Adjusted
Interest Coverage (Inc. Deposit Interest Expense) - B / D 4.7x 1.7x 1.5x 1.5x 2.3x 2.3x A
B C D Figures may not foot due to rounding 1. For illustrative purposes only. Assumes a $200
million subordinated debt raise with market standard fees and expenses. Assumes $5 million
of proceeds down streamed as equity to the bank. Remainder of proceeds held as cash at the
holding company. Includes redemption at par of existing subordinated debt notes of $168 million
due 11/15/2029 and with a floating rate of 3M Term SOFR + 262 bps
44
RECONCILIATION OF NON-GAAP DISCLOSURES
NET INTEREST MARGIN, LOAN YIELD, INVESTMENT YIELD AND EARNING ASSET YIELD
(Dollars in thousands, except per share amounts and ratios)
For the year ended For the three months ended
2024 2025 Q2 '25 Q1 '26 Q2 '26
Net interest income (GAAP) $698,539 $1,154,913 $321,372 $279,659 $285,162
FTE adjustment 15,226 17,161 4,361 4,549 4,560
Net interest income (FTE) (non-GAAP) $713,765 $1,172,074 $325,733 $284,208 $289,722
Noninterest income (GAAP) 118,878 219,436 81,522 54,783 90,248
Total revenue (FTE) (non-GAAP) 832,643 1,391,510 407,255 338,991 379,970
Net interest income (FTE) (non-GAAP) $713,765 $1,172,074 $325,733 $284,208 $289,722
Purchase accounting adjustments 40,476 145,970 45,372 32,714 39,939
Core net interest income (FTE) (non-GAAP) 673,289 1,026,104 280,361 251,494 249,783
Average earning assets $21,347,677 $30,876,034 $34,121,715 $33,377,790 $33,544,840
Net interest margin (GAAP) 3.27% 3.74% 3.78% 3.40% 3.41%
Net interest margin (FTE) (non-GAAP) 3.34% 3.80% 3.83% 3.45% 3.46%
Core net interest margin (FTE) (non-GAAP) 3.15% 3.32% 3.30% 3.06% 2.99%
Loan interest income (GAAP) $1,091,588 $1,591,505 $435,677 $419,129 $436,309
FTE adjustment 6,563 8,153 2,142 2,170 2,199
Loan interest income (FTE) (non-GAAP) 1,098,151 1,599,658 437,819 421,299 438,508
Average LHFI $17,647,589 $25,116,692 $27,094,551 $27,830,037 $28,243,611
Loan yield (GAAP) 6.19% 6.34% 6.45% 6.11% 6.20%
Loan yield (FTE) (non-GAAP) 6.22% 6.37% 6.48% 6.14% 6.23%
Investment interest income (GAAP) $123,780 $179,433 $46,616 $49,961 $47,856
FTE adjustment 8,663 9,008 2,220 2,380 2,362
Investment interest income (FTE) (non-GAAP) 132,443 188,441 48,836 52,341 50,218
Average securities $3,394,095 $4,589,613 $4,721,736 $5,207,502 $4,976,527
Investment yield (GAAP) 3.65% 3.91% 3.96% 3.89% 3.86%
Investment yield (FTE) (non-GAAP) 3.90% 4.11% 4.15% 4.08% 4.05%
Total earning assets interest income (GAAP) $1,227,535 $1,821,487 $510,372 $471,735 $486,828
FTE adjustment 15,226 17,161 4,362 4,550 4,561
Total earning assets interest income (FTE) (non-GAAP) 1,242,761 1,838,648 514,734 476,285 491,389
Average earning assets $21,347,677 $30,876,034 $34,121,715 $33,377,790 $33,544,840
Earning assets yield (GAAP) 5.75% 5.90% 6.00% 5.73% 5.82%
Earning assets yield (FTE) (non-GAAP) 5.82% 5.95% 6.05% 5.79% 5.88%
The Company believes net interest income (FTE), interest
income (FTE), investment income (FTE), total revenue (FTE),
earning asset income (FTE), total adjusted revenue (FTE),
which are used in computing net interest margin (FTE), core
net interest margin (FTE), loan yield (FTE), investment yield
(FTE), earning asset yield (FTE), efficiency ratio (FTE) and
adjusted operating efficiency ratio (FTE), provide valuable
additional insight into the net interest margin, loan yield,
investment yield, earning asset yield, and the efficiency ratio
by adjusting for differences in tax treatment of interest
income sources. The entire FTE adjustment is attributable to
interest income on earning assets, which is used in
computing the yield on earning assets. Interest expense and
the related cost of interest-bearing liabilities and cost of
funds ratios are not affected by the FTE components.
45
RECONCILIATION OF NON-GAAP DISCLOSURES
ADJUSTED OPERATING EARNINGS AND EFFICIENCY RATIO
(Dollars in thousands, except per share amounts and ratios)
For the year ended For the three months ended
2024 2025 Q2' 25 Q3' 25 Q4' 25 Q1 '26 Q2 '26 Operating Measures Net Income (GAAP) $209,131 $273,715 $19,791 $92,140 $111,966 $122,165 $161,013
Plus: Merger-related costs, net of tax 33,476 124,590 63,349 26,856 29,742 6,956 -
Plus: FDIC special assessment, net of tax 664 - - - - - -
Plus: Deferred tax asset write-down 4,774 - - - - - -
Plus: CECL Day 1 non-PCD & RUC provision, net of tax 11,520 77,742 77,742 - - - -
Less: (Loss) gain on sale of securities, net of tax (5,129) (62) 1 2 3 2 2 3
Less: Gain (loss) on CRE loan sale, net of tax - 8,405 - - - - -
Less: Gain on sale of equity interest in CSP, net of tax - 10,994 10,654 - 340 - -
Less: Gain on sale of equity interest in Bearing Ins., net of tax - - - - - - 24,023 Adjusted operating earnings (non-GAAP) $264,694 $456,710 $138,112 $122,693 $141,366 $129,119 $136,987
Less: Dividends on preferred stock 11,868 11,868 2,967 2,967 2,967 2,967 2,967 Adjusted operating earnings avail. to common shareholders (non-GAAP) $252,826 $444,842 $135,145 $119,726 $138,399 $126,152 $134,020
Weighted average common shares outstanding, diluted 87,909,237 129,161,421 141,738,325 141,986,217 142,118,797 142,280,978 142,320,806
EPS available to common shareholders, diluted (GAAP) $2.24 $2.03 $0.12 $0.63 $0.77 $0.84 $1.11 Adjusted operating EPS available to common shareholders (non-GAAP) $2.88 $3.44 $0.95 $0.84 $0.97 $0.89 $0.94
Operating Efficiency Ratio Noninterest expense (GAAP) $507,534 $895,570 $279,698 $238,446 $243,243 $209,810 $199,136
Less: Amortization of intangible assets 19,307 59,668 18,433 18,145 17,692 15,446 15,136
Less: Merger-related costs 40,018 157,278 78,900 34,812 38,626 9,034 -
Less: FDIC special assessment 840 - - - - - - Adjusted operating noninterest expense (non-GAAP) $447,369 $678,624 $182,365 $185,489 $186,925 $185,330 $184,000
Noninterest income (GAAP) $118,878 $219,436 $81,522 $51,751 $57,000 $54,783 $90,248
Less: (Loss) gain on sale of securities (6,493) (81) 1 6 4 2 2 4
Less: Gain (loss) on CRE loan sale - 10,915 15,720 (4,805) - - -
Less: Gain on sale of equity interest in CSP - 14,757 14,300 - 457 - -
Less: Gain on sale of equity interest in Bearing Insurance - - - - - - 32,350 Adjusted operating noninterest income (non-GAAP) $125,371 $193,845 $51,486 $56,552 $56,541 $54,781 $57,894
Net interest income (GAAP) $698,539 $1,154,913 $321,371 $319,210 $330,168 $312,373 $325,118 Noninterest income (GAAP) 118,878 219,436 81,522 51,751 57,000 54,783 90,248
Total revenue (GAAP) $817,417 $1,374,349 $402,893 $370,961 $387,168 $367,156 $415,366
Net interest income (FTE) (non-GAAP) $713,765 $1,172,074 $325,733 $323,629 $334,789 $316,923 $329,679 Adjusted operating noninterest income (non-GAAP) 125,371 193,845 51,486 56,552 56,541 54,781 57,894
Total adjusted revenue (FTE) (non-GAAP) $839,136 $1,365,919 $377,219 $380,181 $391,330 $371,704 $387,573
Efficiency ratio (GAAP) 62.1% 65.2% 69.4% 62.8% 62.8% 57.1% 47.9%
Efficiency ratio FTE (non-GAAP) 61.0% 64.4% 68.7% 62.1% 62.1% 56.4% 47.4%
Adjusted operating efficiency ratio (FTE) (non-GAAP) 53.3% 49.7% 48.3% 48.8% 47.8% 49.9% 47.5%
Adjusted operating measures exclude, as applicable,
merger-related costs, FDIC special assessment, deferred tax
asset write-down, CECL Day 1 non-PCD loans and RUC
provision expense, (loss) gain on sale of securities, gain
(loss) on CRE loan sale, gain on sale of equity interest in Cary
Street Partners (“CSP”), and gain on sale of equity interest in
Bearing Insurance. The Company believes these non-GAAP
adjusted measures provide investors with important
information about the continuing economic results of the
Company’s operations. The Company believes net interest
income (FTE), total revenue (FTE), and total adjusted revenue
(FTE), which are used in computing net interest margin (FTE),
efficiency ratio (FTE) and adjusted operating efficiency ratio
(FTE), provide valuable additional insight into the net interest
margin and the efficiency ratio by adjusting for differences in
tax treatment of interest income sources. The entire FTE
adjustment is attributable to interest income on earning
assets, which is used in computing the yield on earning
assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by
the FTE components. The adjusted operating efficiency ratio
(FTE) excludes, as applicable, the amortization of intangible
assets, merger-related costs, FDIC special assessment,
(loss) gain on sale of securities, gain (loss) on CRE loan sale,
gain on sale of equity interest in CSP, and gain on sale of
equity interest in Bearing Insurance. This measure is similar
to the measure used by the Company when analyzing
corporate performance and is also similar to the measure
used for incentive compensation. The Company believes this
adjusted measure provides investors with important
information about the continuing economic results of the
Company’s operations.
46
RECONCILIATION OF NON-GAAP DISCLOSURES
OPERATING MEASURES — RETURN ON ASSETS, EQUITY AND TANGIBLE COMMON EQUITY
(Dollars in thousands, except per share amounts and ratios)
For the year ended For the three months ended
2024 2025 Q1 '26 Q2 '26
Return on average assets (ROA)
Average assets (GAAP) $23,862,190 $34,380,986 $37,254,857 $37,433,973
ROA (GAAP) 0.88% 0.80% 1.33% 1.73%
Adjusted operating ROA (non-GAAP) 1.11% 1.33% 1.41% 1.47%
Return on average equity (ROE)
Adjusted operating earnings avail. to common shareholders (non-GAAP) $252,826 $444,842 $126,152 $134,020
Plus: Amortization of intangibles, tax effected 15,253 47,138 12,202 11,957
Adjusted operating earnings avail. to common before amort. of intangibles (non-GAAP) $268,079 $491,980 $138,354 $145,977
Average equity (GAAP) $2,971,111 $4,446,839 $5,068,069 $5,125,495
Less: Average goodwill 1,139,422 1,592,391 1,733,527 1,754,875
Less: Average amortizable intangibles 73,984 277,977 307,636 292,322
Less: Average perpetual preferred stock 166,356 166,356 166,356 166,356
Average tangible common equity (non-GAAP) $1,591,349 $2,410,115 $2,860,550 $2,911,942
ROE (GAAP) 7.04% 6.16% 9.78% 12.60%
Return on tangible common equity (ROTCE)
Net income available to common shareholders (GAAP) $197,263 $261,847 $119,198 $158,046
Plus: Amortization of intangibles, tax effected 15,253 47,138 12,202 11,957
Net income avail. to common before amort. of intangibles (non-GAAP) $212,516 $308,985 $131,400 $170,003
ROTCE (non-GAAP) 13.35% 12.82% 18.63% 23.42%
Adjusted operating ROTCE (non-GAAP) 16.85% 20.41% 19.62% 20.11%
Tangible assets and tangible common equity are used in the
calculation of certain profitability, capital, and per share
ratios. The Company believes tangible assets, tangible
common equity and the related ratios are meaningful
measures of capital adequacy because they provide a
meaningful base for period-to-period and company-to-company comparisons, which the Company believes will
assist investors in assessing the capital of the Company and
its ability to absorb potential losses. The Company believes
tangible common equity is an important indication of its
ability to grow organically and through business
combinations as well as its ability to pay dividends and to
engage in various capital management strategies. The
Company believes that ROTCE is a meaningful supplement
to GAAP financial measures and is useful to investors
because it measures the performance of a business
consistently across time without regard to whether
components of the business were acquired or developed
internally. Adjusted operating measures exclude, as
applicable, merger-related costs, FDIC special assessment,
deferred tax asset write-down, CECL Day 1 non-PCD loans
and RUC provision expense, (loss) gain on sale of securities,
gain (loss) on CRE loan sale, gain on sale of equity interest in
CSP, gain on sale of equity interest in Bearing Insurance and
amortization of intangible assets. The Company believes
these non-GAAP adjusted measures provide investors with
important information about the continuing economic results
of the Company’s operations.
47
RECONCILIATION OF NON-GAAP DISCLOSURES
TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO — ATLANTIC UNION BANKSHARES (CONSOLIDATED)
(Dollars in thousands, except per share amounts and ratios)
For the year ended For the three months ended
2024 2025 Q1 '26 Q2 '26
Tangible Assets
Ending Assets (GAAP) $24,585,323 $37,585,754 $37,315,011 $38,099,868
Less: Ending goodwill 1,214,053 1,733,287 1,754,875 1,754,875
Less: Ending amortizable intangibles 84,563 315,544 300,099 284,962
Ending tangible assets (non-GAAP) $23,286,707 $35,536,923 $35,260,037 $36,060,031
Tangible Common Equity
Ending equity (GAAP) $3,142,879 $5,006,398 $5,052,316 $5,153,414
Less: Ending goodwill 1,214,053 1,733,287 1,754,875 1,754,875
Less: Ending amortizable intangibles 84,563 315,544 300,099 284,962
Less: Perpetual preferred stock 166,357 166,357 166,357 166,357
Ending tangible common equity (non-GAAP) $1,677,906 $2,791,210 $2,830,985 $2,947,220
Net unrealized losses on HTM securities, net of tax ($44,516) ($27,404) ($35,456) ($29,142)
Accumulated other comprehensive loss (AOCI) (359,686) (256,087) (278,488) (276,793)
Common shares outstanding at end of period 89,770,231 141,776,886 142,060,496 141,924,165
Average equity (GAAP) $2,971,111 $4,950,858 $5,068,069 $5,125,495
Less: Average goodwill 1,139,422 1,726,933 1,733,527 1,754,875
Less: Average amortizable intangibles 73,984 324,099 307,636 292,322
Less: Average perpetual preferred stock 166,356 166,356 166,356 166,356
Average tangible common equity (non-GAAP) $1,591,349 $2,733,470 $2,860,550 $2,911,942
Book value per common share (GAAP) $33.40 $34.14 $34.39 $35.14
Tangible book value per common share (non-GAAP) $18.83 $19.69 $19.93 $20.77
Tangible book value per common share, ex AOCI (non-GAAP) $22.87 $21.49 $21.89 $22.72
Tangible assets and tangible common equity are used in the
calculation of certain profitability, capital, and per share
ratios. The Company believes tangible assets, tangible
common equity and the related ratios are meaningful
measures of capital adequacy because they provide a
meaningful base for period-to-period and company-to-company comparisons, which the Company believes will
assist investors in assessing the capital of the Company and
its ability to absorb potential losses. The Company believes
tangible common equity is an important indication of its
ability to grow organically and through business
combinations, as well as its ability to pay dividends and to
engage in various capital management strategies. The
Company also calculates adjusted tangible common equity
to tangible assets ratios to exclude AOCI, which is principally
comprised of unrealized losses on AFS securities, and to
exclude the impact of unrealized losses on HTM securities.
The Company believes that each of these ratios enables
investors to assess the Company's capital levels and capital
adequacy without the effects of changes in AOCI, some of
which are uncertain and difficult to predict, or assuming that
the Company realized all previously unrealized losses on
HTM securities at the end of the period, as applicable.
48
RECONCILIATION OF NON-GAAP DISCLOSURES
TANGIBLE ASSETS, TANGIBLE COMMON EQUITY
(Dollars in thousands, except per share amounts)
2024 2025 Q1' 26 Q2' 26
Atlantic Union Atlantic Union Atlantic Union Atlantic Union Atlantic Union Atlantic Union
Bankshares Bankshares Bankshares Bank Bankshares Bank
Tangible Assets
Ending Assets (GAAP) $ 24,585,323 $ 37,585,754 $ 37,315,011 $ 37,224,225 $ 38,099,868 $ 38,016,047
Less: Ending goodwill 1,214,053 1,733,287 1,754,875 1,754,875 1,754,875 1,754,875
Less: Ending amortizable intangibles 84,563 315,544 300,099 300,099 284,962 284,962
Ending tangible assets (non-GAAP) $ 23,286,707 $ 35,536,923 $ 35,260,037 $ 35,169,251 $ 36,060,031 $ 35,976,210
Tangible Common Equity
Ending equity (GAAP) $ 3,142,879 $ 5,006,398 $ 5,052,316 $ 5,759,867 $ 5,153,414 $ 5,792,358
Less: Ending goodwill 1,214,053 1,733,287 1,754,875 1,754,875 1,754,875 1,754,875
Less: Ending amortizable intangibles 84,563 315,544 300,099 300,099 284,962 284,962
Less: Perpetual preferred stock 166,357 166,357 166,357 — 166,357 —
Ending tangible common equity (non-GAAP) $ 1,677,906 $ 2,791,210 $ 2,830,985 $ 3,704,893 $ 2,947,220 $ 3,752,521
Net unrealized losses on HTM securities, net of tax $ (44,516) $ (27,404) $ (35,456) $ (35,456) $ (29,142) $ (29,142)
Accumulated other comprehensive loss (AOCI) $ (359,686) $ (256,087) $ (278,488) $ (278,514) $ (276,793) $ (276,815)
Common shares outstanding at end of period 89,770,231 141,776,886 142,060,496 141,924,165
Average equity (GAAP) $ 2,971,111 $ 4,950,858 $ 5,068,069 $ 5,759,823 $ 5,125,495 $ 5,771,065
Less: Average goodwill 1,139,422 1,726,933 1,733,527 1,733,527 1,754,875 1,754,875
Less: Average amortizable intangibles 73,984 324,099 307,636 307,636 292,322 292,322
Less: Average perpetual preferred stock 166,356 166,356 166,356 — 166,356 —
Average tangible common equity (non-GAAP) $ 1,591,349 $ 2,733,470 $ 2,860,550 $ 3,718,660 $ 2,911,942 $ 3,723,868
Book value per common share (GAAP) $ 33.40 $ 34.14 $ 34.39 $ 35.14
Tangible book value per common share (non-GAAP) $ 18.83 $ 19.69 $ 19.93 $ 20.77
Tangible book value per common share, ex AOCI (non-GAAP) $ 22.87 $ 21.49 $ 21.89 $ 22.72
Tangible assets and tangible common equity are used in the
calculation of certain profitability, capital, and per share
ratios. The Company believes tangible assets, tangible
common equity and the related ratios are meaningful
measures of capital adequacy because they provide a
meaningful base for period-to-period and company-to-company comparisons, which the Company believes will
assist investors in assessing the capital of the Company and
its ability to absorb potential losses. The Company believes
tangible common equity is an important indication of its
ability to grow organically and through business
combinations, as well as its ability to pay dividends and to
engage in various capital management strategies. The
Company also calculates adjusted tangible common equity
to tangible assets ratios to exclude AOCI, which is principally
comprised of unrealized losses on AFS securities, and to
exclude the impact of unrealized losses on HTM securities.
The Company believes that each of these ratios enables
investors to assess the Company's capital levels and capital
adequacy without the effects of changes in AOCI, some of
which are uncertain and difficult to predict, or assuming that
the Company realized all previously unrealized losses on
HTM securities at the end of the period, as applicable.
49
RECONCILIATION OF NON-GAAP DISCLOSURES
TANGIBLE ASSETS, TANGIBLE COMMON EQUITY, AND LEVERAGE RATIO
(Dollars in thousands, except per share amounts)
2024 2025 Q1 '26 Q2 '26
Atlantic Union Atlantic Union Atlantic Union Atlantic Union Atlantic Union
Bankshares Bankshares Bankshares Bankshares Bank
Common equity to total assets (GAAP) 12.1% 12.9% 13.1% 13.1% 15.2%
Tangible equity to tangible assets (non-GAAP) 7.9% 8.3% 8.5% 8.6% 10.4%
Tangible equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.7% 8.2% 8.4% 8.6% 10.3%
Tangible common equity to tangible assets (non-GAAP) 7.2% 7.9% 8.0% 8.2% 10.4%
Tangible common equity to tangible assets, incl net unrealized losses on HTM securities (non-GAAP) 7.0% 7.8% 7.9% 8.1% 10.3%
Tangible common equity to tangible assets, ex AOCI (non-GAAP) 8.8% 8.6% 8.8% 8.9%
Leverage Ratio
Tier 1 capital $ 2,229,519 $ 3,240,423 $ 3,298,944 $ 3,437,731 $ 4,079,069
Total average assets for leverage ratio $ 23,995,276 $ 35,602,493 $ 35,442,183 $ 35,720,812 $ 35,638,388
Leverage ratio 9.3% 9.1% 9.3% 9.6% 11.4%
Leverage ratio, incl AOCI and net unrealized losses on HTM securities (non-GAAP) 7.6% 8.3% 8.4% 8.8% 10.6%
Tangible assets and tangible common equity are used in the
calculation of certain profitability, capital, and per share
ratios. The Company believes tangible assets, tangible
common equity and the related ratios are meaningful
measures of capital adequacy because they provide a
meaningful base for period-to-period and company-to-company comparisons, which the Company believes will
assist investors in assessing the capital of the Company and
its ability to absorb potential losses. The Company believes
tangible common equity is an important indication of its
ability to grow organically and through business
combinations, as well as its ability to pay dividends and to
engage in various capital management strategies. The
Company also calculates adjusted tangible common equity
to tangible assets ratios to exclude AOCI, which is principally
comprised of unrealized losses on AFS securities, and to
exclude the impact of unrealized losses on HTM securities.
The Company believes that each of these ratios enables
investors to assess the Company's capital levels and capital
adequacy without the effects of changes in AOCI, some of
which are uncertain and difficult to predict, or assuming that
the Company realized all previously unrealized losses on
HTM securities at the end of the period, as applicable.
50
RECONCILIATION OF NON-GAAP DISCLOSURES
ADJUSTED OPERATING PRE-TAX PRE-PROVISION EARNINGS (FTE)
(Dollars in thousands, except per share amounts and ratios)
For the year ended For the three months ended
2024 2025 Q1 '26 Q2 '26
Net interest income (GAAP) $698,539 $1,154,913 $312,373 $325,118
FTE adjustment 15,226 17,161 4,550 4,561
Net interest income (FTE) (non-GAAP) 713,765 1,172,074 316,923 329,679
Noninterest income (GAAP) 118,878 219,436 54,783 90,248
Total revenue (FTE) (non-GAAP) 832,643 1,391,510 371,706 419,927
Less: Noninterest expense (GAAP) 507,534 895,570 209,810 199,136
Pre-tax pre-provision earnings (FTE) (non-GAAP) 325,109 495,940 161,896 220,791
Plus: Merger-related costs 40,018 157,278 9,034 -
Plus: FDIC special assessment 840 -
Less: (Loss) gain on sale of securities (6,493) (81) 2 4
Less: Gain on CRE loan sale - 10,915 - -
Less: Gain on sale of equity interest in CSP - 14,757
Less: Gain on sale of equity interest in Bearing Insurance - - - 32,350
Adjusted operating pre-tax pre-provision earnings (FTE) (non-GAAP) $372,460 $627,627 $170,928 $188,437
Adjusted operating pre-tax pre-provision earnings (FTE)
excludes, as applicable, the provision for credit losses,
which can fluctuate significantly from period-to-period under
the CECL methodology, income tax expense, merger-related
costs, (loss) gain on sale of securities, gain on CRE loan sale,
gain on sale of equity interest in CSP, and gain on sale of
equity interest in Bearing Insurance. The Company believes
this adjusted measure provides investors with important
information about the continuing economic results of the
Company’s operations.
51
RECONCILIATION OF NON-GAAP DISCLOSURES
LOAN INTEREST INCOME AND LOAN YIELD, FULLY TAXABLE EQUIVALENT (FTE)
(Dollars in thousands, except per share amounts and ratios)
For the three months ended
Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Q4 '25 Q1 '26 Q2 '26
Loan interest income (GAAP) $234,278 $284,747 $290,731 $281,830 $271,316 $435,677 $441,456 $443,055 $419,129 $436,309
Add: FTE adjustment 1,554 1,644 1,738 1,629 1,588 2,142 2,183 2,241 2,170 2,199
Loan interest income (FTE) (non-GAAP) 235,832 286,391 292,469 283,459 272,904 437,819 443,639 445,296 421,299 438,508
Average loans held for investment (LHFI) 15,732,599 18,154,673 18,320,122 18,367,657 18,428,710 27,094,551 27,386,338 27,433,274 27,830,037 28,243,611
Loan yield (GAAP) 5.99% 6.31% 6.31% 6.10% 5.97% 6.45% 6.40% 6.41% 6.11% 6.20%
Loan yield (FTE) (non-GAAP) 6.03% 6.34% 6.35% 6.14% 6.01% 6.48% 6.43% 6.44% 6.14% 6.23%
The Company believes interest income (FTE) and loan
interest income (FTE), which are used in computing loan yield
(FTE), provide valuable additional insight into loan yield by
adjusting for differences in tax treatment of interest income
sources. The entire FTE adjustment is attributable to interest
income on earning assets, which is used in computing the
yield on earning assets. Interest expense and the related cost
of interest-bearing liabilities and cost of funds ratios are not
affected by the FTE components.
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Jul. 27, 2026
Document Information [Line Items]
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Entity Incorporation, State or Country Code
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4300
Cox Road
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Security Exchange Name
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Document Information [Line Items]
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: