Atlantic Union Bankshares Reports Fourth Quarter and Full Year Financial Results

Atlantic Union Bankshares Corporation (the "Company" or "Atlantic Union") (NYSE:AUB) reported net income available to common shareholders of $109.0 million and both basic and diluted earnings per common share of $0.77, for the fourth quarter of 2025 and adjusted operating earnings available to common shareholders⁽¹⁾ of $138.4 million and adjusted diluted operating earnings per common share⁽¹⁾ of $0.97 for the fourth quarter of 2025.

Net income available to common shareholders was $261.8 million and both basic and diluted earnings per common share were $2.03 for the year ended December 31, 2025. Adjusted operating earnings available to common shareholders⁽¹⁾ were $444.8 million and adjusted diluted operating earnings per common share⁽¹⁾ were $3.44 for the year ended December 31, 2025.

"Atlantic Union had a strong fourth quarter, reflecting disciplined execution and a successful integration of the Sandy Spring Bancorp, Inc. acquisition," said John C. Asbury, president and chief executive officer of Atlantic Union. "We believe that the adjusted operating results for the quarter showcase the organization's earnings capacity. While merger-related charges continued to affect this quarter's results, the underlying operating performance supports our continued confidence in achieving the strategic goals associated with the Sandy Spring acquisition—namely, the targets for adjusted operating return on assets, return on tangible common equity, and efficiency ratio.

"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."

NET INTEREST INCOME

For the fourth quarter of 2025, net interest income was $330.2 million, an increase of $11.0 million from $319.2 million in the third quarter of 2025. Net interest income - fully taxable equivalent ("FTE")⁽¹⁾ was $334.8 million in the fourth quarter of 2025, an increase of $11.2 million from $323.6 million in the third quarter of 2025. The increases from the prior quarter in both net interest income and net interest income (FTE)⁽¹⁾ are due primarily to a decrease in interest expense resulting from lower deposit costs, reflecting the impact of the Federal Reserve lowering the Federal Funds rates by 75 basis points from September 2025 through December 2025, as well as increases in investment income and income on loans held for investment ("LHFI"), primarily driven by increases in accretion income due to the acquisition of Sandy Spring Bancorp, Inc. (the "Sandy Spring acquisition") and loan fees. These increases were partially offset by a decrease in other earning asset interest income, primarily driven by lower average cash and cash equivalent balances in the fourth quarter.

For the fourth quarter of 2025, the Company's net interest margin and net interest margin (FTE)⁽¹⁾ increased 13 basis points from the prior quarter to 3.90% and 3.96%, respectively, primarily due to lower cost of funds, partially offset by a decrease in earning asset yields. Cost of funds decreased 14 basis points from the prior quarter to 2.03% for the fourth quarter of 2025, primarily due to lower deposit costs. Earning asset yields for the fourth quarter of 2025 decreased 1 basis point to 5.99%, compared to the third quarter of 2025, due primarily to lower investment and other earning asset yields, partially offset by higher loan yields.

The Company's net interest margin (FTE)⁽¹⁾ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $45.9 million for the quarter ended December 31, 2025 compared to $41.9 million for the quarter ended September 30, 2025. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

ASSET QUALITY

Overview

At December 31, 2025, nonperforming assets ("NPAs") as a percentage of total LHFI was 0.42%, a decrease of 7 basis points from the prior quarter and included nonaccrual loans of $115.1 million. The decrease in NPAs as a percentage of LHFI was primarily due to lower levels of new nonperforming loans during the quarter as compared to the third quarter of 2025, and continued progress resolving existing NPAs during the quarter. Accruing past due loans as a percentage of total LHFI totaled 41 basis points at December 31, 2025, an increase of 14 basis points from September 30, 2025, and an increase of 10 basis points from December 31, 2024. Net charge-offs were 0.01% of total average LHFI (annualized) for the fourth quarter of 2025, a decrease of 55 basis points compared to September 30, 2025 and a decrease of 2 basis points compared to December 31, 2024. The allowance for credit losses ("ACL") totaled $321.3 million at December 31, 2025, a $1.3 million increase from the prior quarter.

Nonperforming Assets

The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):

The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):

Past Due Loans

At December 31, 2025, past due loans still accruing interest totaled $113.0 million or 0.41% of total LHFI, compared to $74.2 million or 0.27% of total LHFI at September 30, 2025, and $57.7 million or 0.31% of total LHFI at December 31, 2024. The increase in past due loans from the prior quarter were primarily driven by increases within LHFI 30-59 days past due and LHFI 90 days or more past due and still accruing, partially offset by decreases in LHFI 60-89 days past due.

Allowance for Credit Losses

At December 31, 2025, the ACL was $321.3 million, an increase of $1.3 million from the prior quarter, comprised of an allowance for loan and lease losses ("ALLL") of $295.1 million and a reserve for unfunded commitments ("RUC") of $26.2 million. This increase in the ACL was primarily driven by loan growth in the fourth quarter of 2025.

The ACL as a percentage of total LHFI was 1.16% at December 31, 2025, compared to 1.17% at September 30, 2025. The ALLL as a percentage of total LHFI was 1.06% at December 31, 2025, compared to 1.07% at September 30, 2025.

Net Charge-offs

Net charge-offs were $0.9 million or 0.01% of total average LHFI on an annualized basis for the fourth quarter of 2025, compared to $38.6 million or 0.56% (annualized) for the third quarter of 2025, and $1.4 million or 0.03% (annualized) for the fourth quarter of 2024. The decrease in net charge-offs as compared to the third quarter of 2025 was due to the charge-off of two individually assessed commercial and industrial loans in the third quarter of 2025 that had been partially reserved for in prior quarters.

Provision for Credit Losses

For the fourth quarter of 2025, the Company recorded a provision for credit losses of $2.2 million, compared to $16.2 million in the prior quarter, and $17.5 million in the fourth quarter of 2024. The provision for credit losses decreased compared to the prior quarter primarily due to a decrease in net charge-offs in the fourth quarter of 2025, as the prior quarter included the charge-off of two individually assessed commercial and industrial loans that had been partially reserved for in prior quarters. The provision for credit losses decreased as compared to the prior year primarily because a $13.1 million specific reserve was recorded in the fourth quarter of 2024 on an impaired commercial and industrial loan.

NONINTEREST INCOME

Noninterest income increased $5.2 million to $57.0 million for the fourth quarter of 2025 from $51.8 million in the prior quarter, primarily driven by a $4.8 million pre-tax loss in the prior quarter related to the final settlement of the sale of approximately $2.0 billion of performing commercial real estate ("CRE") loans executed at the end of the second quarter of 2025 as part of the Sandy Spring acquisition.

Adjusted operating noninterest income⁽¹⁾, which excludes the pre-tax loss on the CRE loan sale ($4.8 million in the third quarter), pre-tax gain on sale of our equity interest in Cary Street Partners ("CSP") ($457,000 in the fourth quarter), and pre-tax gains on sale of securities ($2,000 in the fourth quarter and $4,000 in the third quarter), totaled $56.5 million for the fourth quarter of 2025, which was relatively consistent with $56.6 million in the prior quarter. Compared to the prior quarter, service charges on deposit accounts decreased $1.1 million, other operating income decreased $807,000, primarily due to a decrease in equity method investment income, and mortgage banking income decreased $727,000 due to a seasonal decrease in mortgage loan origination volumes, offset by higher loan-related interest rate swap fees of $2.5 million due to an increase in transaction volumes and by increased fiduciary and asset management fees of $1.3 million, primarily due to an increase in estate fees, personal trust income, and investment advisory fees.

NONINTEREST EXPENSE

Noninterest expense increased $4.8 million to $243.2 million for the fourth quarter of 2025 from $238.4 million in the prior quarter, primarily driven by a $3.8 million increase in merger-related costs, primarily related to the core systems conversion and lease termination costs associated with the Sandy Spring acquisition.

Adjusted operating noninterest expense⁽¹⁾, which excludes merger-related costs ($38.6 million in the fourth quarter and $34.8 million in the third quarter) and amortization of intangible assets ($17.7 million in the fourth quarter and $18.1 million in the third quarter) increased $1.4 million to $186.9 million, compared to $185.5 million in the prior quarter. This increase was primarily due to a $2.4 million increase in other expenses, primarily due to an increase in non-credit-related losses on customer transactions, and a $1.7 million increase in marketing and advertising expenses. These increases were partially offset by a $1.4 million decrease in Federal Deposit Insurance Corporation ("FDIC") assessment premiums and other insurance due to a lower assessment in the fourth quarter of 2025 and a $1.2 million decline in furniture and equipment expenses, primarily driven by lower software amortization expense related to the integration of Sandy Spring.

INCOME TAXES

The Company's effective tax rate for the three months ended December 31, 2025 and 2024 was 21.0% and 19.0%, respectively. The increase in the effective tax rate reflects the impact of the Sandy Spring acquisition, which expanded the Company's state income tax footprint.

The effective tax rate for the years ended December 31, 2025 and 2024 was 18.8% and 19.5%, respectively. The decrease in the effective tax rate reflects the impact of a $7.7 million income tax benefit related to the Company re-evaluating its state net deferred tax assets as a result of the Sandy Spring acquisition, partially offset by an increase in state tax expense due to the Company's expanding state income tax footprint.

BALANCE SHEET

At December 31, 2025, total assets were $37.6 billion, an increase of $513.0 million or approximately 5.5% (annualized) from September 30, 2025, and an increase of $13.0 billion or approximately 52.9% from December 31, 2024. Total assets increased from the prior quarter primarily due to increases in LHFI and cash and cash equivalents. The increase in total assets from the same period in the prior year was primarily driven by the Sandy Spring acquisition.

Preliminary goodwill associated with the Sandy Spring acquisition totaled $519.2 million at December 31, 2025, which was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period. The Company recorded measurement period adjustments in the third and fourth quarters of 2025 related to the Sandy Spring acquisition, primarily related to other liabilities, fair values of certain loans, and other assets, which resulted in a $22.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition compared to April 1, 2025.

At December 31, 2025, LHFI totaled $27.8 billion, an increase of $435.0 million or 6.3% (annualized) from September 30, 2025, and an increase of $9.3 billion or 50.5% from December 31, 2024. LHFI increased from the prior quarter primarily due to increases in the non-owner occupied commercial real estate, commercial and industrial, and multifamily real estate loan portfolios, partially offset by decreases in the construction and land development loan portfolio. The increase from the same period in the prior year was primarily due to the Sandy Spring acquisition, as well as organic loan growth.

At December 31, 2025, total investments were $5.3 billion, a decrease of $41.9 million or 3.1% (annualized) from September 30, 2025, and an increase of $1.9 billion or 57.3% from December 31, 2024. The decrease compared to the prior quarter was primarily due to principal repayments and maturities of available for sale ("AFS") securities, and the increase compared to the same period in the prior year was primarily due to the Sandy Spring acquisition. AFS securities totaled $4.2 billion at December 31, 2025, $4.3 billion at September 30, 2025, and $2.4 billion at December 31, 2024. Total net unrealized losses on the AFS securities portfolio were $295.7 million at December 31, 2025, compared to $327.6 million at September 30, 2025, and $402.6 million at December 31, 2024. HTM securities are carried at cost and totaled $884.2 million at December 31, 2025, $883.8 million at September 30, 2025, and $803.9 million at December 31, 2024 and had net unrealized losses of $27.4 million at December 31, 2025, $35.7 million at September 30, 2025, and $44.5 million at December 31, 2024.

At December 31, 2025, total deposits were $30.5 billion, a decrease of $193.7 million or 2.5% (annualized) from the prior quarter. Total deposits at December 31, 2025 increased $10.1 billion or 49.4% from December 31, 2024. The decrease in deposit balances from the prior quarter are due to decreases of $260.0 million in demand deposits, largely driven by typical seasonal patterns, and $14.5 million in interest-bearing customer deposits due to decreases in high-cost non-relationship deposits from the Sandy Spring portfolio, partially offset by an increase of $80.8 million in brokered deposits. The increase from the same period in the prior year is primarily due to the addition of the Sandy Spring acquired deposits.

At December 31, 2025, total borrowings were $1.5 billion, an increase of $637.0 million from September 30, 2025, and an increase of $962.7 million from December 31, 2024. The increase in borrowings from the prior quarter was primarily due to increases in Federal Home Loan Bank ("FHLB") advances for loan fundings and deposit cash flows, while the increase from the same period in the prior year was primarily due to increases in FHLB advances and additional borrowings in connection with the Sandy Spring acquisition used for general funding and capital purposes.

The following table shows the Company's capital ratios at the quarters ended:

During the fourth quarter of 2025, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the third quarter of 2025 and the fourth quarter of 2024. During the fourth quarter of 2025, the Company also declared and paid cash dividends of $0.37 per common share, a $0.03 increase or 8.8% from both the third quarter of 2025 and fourth quarter of 2024.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE:AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland, North Carolina and Washington D.C. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

FOURTH QUARTER AND FULL YEAR 2025 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Thursday, January 22, 2026, during which management will review our financial results for the fourth quarter and full year 2025 and provide an update on our recent activities.

The listen-only webcast and the accompanying slides can be accessed at: https://edge.media-server.com/mmc/p/gn6f9s2g.

For analysts who wish to participate in the conference call, please register at the following URL: https://register-conf.media-server.com/register/BIed6373a327fa40d5a345305dcc567554. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

A replay of the webcast, and the accompanying slides, will be available on the Company's website for 90 days at: https://investors.atlanticunionbank.com/.

NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended December 31, 2025, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of our ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see "Alternative Performance Measures (non-GAAP)" in the tables within the section "Key Financial Results."

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury's quotations, statements regarding the acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our expectations with regard to the benefits of the American National acquisition; statements regarding our future ability to recognize the benefits of certain tax assets; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on our business, loan demand and economic conditions in our markets and nationally; management's beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as "expect," "believe," "estimate," "plan," "project," "anticipate," "intend," "will," "may," "view," "opportunity," "seek to," "potential," "continue," "confidence," or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios;
• 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 change 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 us, 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 our capital position;
• general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels, U.S. fiscal debt, budget, and tax matters, U.S. government shutdowns, and slowdowns in economic growth;
• the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;
• the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American National, 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 we do business, or as a result of other unexpected factors or events;
• potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National;
• our 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 our loan or investment portfolios and changes in these portfolios;
• demand for loan products and financial services in our market areas;
• our ability to manage our growth or implement our growth strategy;
• the effectiveness of expense reduction plans;
• the introduction of new lines of business or new products and services;
• real estate values in our lending area;
• changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;
• an insufficient ACL or volatility in the ACL resulting from the 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 our credit processes and management of our credit risk;
• our ability to compete in the market for financial services and increased competition from fintech companies;
• technological risks and developments, and cyber threats, attacks, or events;
• operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;
• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth;
• performance by our counterparties or vendors;
• deposit flows;
• the availability of financing and the terms thereof;
• the level of prepayments on loans and mortgage-backed securities;
• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;
• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and
• other factors, many of which are beyond our control.

Please also refer to such other factors as discussed throughout Part I, Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10‑K for the year ended December 31, 2024, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission ("SEC") and are available on the SEC's website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.