SEC Form S-8 filed by Atlantic Union Bankshares Corporation

As filed with the Securities and Exchange Commission on April 1, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Sandy Spring Bancorp, Inc. 2024 Equity Plan

Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan

(Full title of the plan)

John C. Asbury

President and Chief Executive Officer

Atlantic Union Bankshares Corporation

4300 Cox Road

Glen Allen, Virginia 23060

(804) 633-5031

(Name, address, including zip code, and telephone number and area code, of agent for service)

Copy to:

Lee Hochbaum, Esq.

Jennifer Conway, Esq.

Davis Polk & Wardell LLP

450 Lexington Avenue New York, New York 10017

(212) 450-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Atlantic Union Bankshares Corporation (“Atlantic Union” or the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) to register up to 1,163,672 shares of its common stock, par value $1.33 per share (“Atlantic Union Common Stock”), issuable pursuant to outstanding and unvested awards of time- and performance-vesting restricted stock units granted under the Sandy Spring Bancorp, Inc. 2024 Equity Plan and Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan (the “Sandy Spring Plans”), which awards were assumed by the Registrant in connection with completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 21, 2024, by and among Atlantic Union and Sandy Spring Bancorp, Inc. a Maryland corporation (“Sandy Spring” and, such merger, the “Merger”).

Registrant Replacement Awards

In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each award of time- and performance-based restricted stock units granted under the Sandy Spring Plans that was (i) outstanding and unvested and (ii) not held by a former service provider or a non-employee director of Sandy Spring as of immediately prior to the Effective Time (“Sandy Spring Awards”) was assumed by Atlantic Union and converted into an award of time-based restricted stock units with respect to Atlantic Union Common Stock (“Atlantic Union Awards”), subject to the same terms and conditions (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a qualified termination of the holder’s employment in connection with or following the Merger, and excluding any performance-based vesting conditions) that applied to the corresponding Sandy Spring Awards immediately prior to the Effective Time. The number of shares of Atlantic Union Common Stock subject to each such Atlantic Union Award equals the target number of shares of Sandy Spring common stock subject to the corresponding Sandy Spring Award immediately prior to the Effective Time multiplied by the exchange ratio (as defined below). The “exchange ratio” is equal to 0.900.

Remaining Sandy Spring Plan Shares

Shares of Atlantic Union Common Stock registered hereunder also include any other shares of Sandy Spring common stock that were available for future awards under the Sandy Spring Plans immediately prior to the Effective Time, multiplied by the exchange ratio, rounded down to the nearest whole share (the “Remaining Sandy Spring Plan Shares”). Pursuant to an exception under Rule 303A.08 of the New York Stock Exchange Listed Company Manual, subject to certain limitations, shares that are available for grant under a pre-existing shareholder approved plan of an issuer that is acquired in an acquisition or merger may be used (after appropriate adjustment of the number of shares to reflect such transaction) by the listed acquiring company for certain post-transaction grants without approval of shareholders of the listed acquiring company.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents previously filed by the Registrant with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

The laws of the Commonwealth of Virginia pursuant to which Atlantic Union is incorporated permit it to indemnify its officers and directors against certain liabilities with the approval of its shareholders. Atlantic Union’s articles of incorporation, which we refer to as the Atlantic Union articles of incorporation, provide that, to the full extent permitted by the Virginia Stock Corporation Act, or VSCA, Atlantic Union is required to indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of Atlantic Union or brought by or on behalf of shareholders of Atlantic Union, by reason of the fact that he or she is or was a director or officer of Atlantic Union, or (ii) any director or officer who is or was serving at the request of Atlantic Union as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of criminal law.

Atlantic Union has purchased officers’ and directors’ liability insurance policies. Within the limits of their coverage, the policies insure (i) the directors and officers of Atlantic Union against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by Atlantic Union and (ii) Atlantic Union to the extent that it indemnifies such directors and officers for losses as permitted under the laws of the Commonwealth of Virginia.

The VSCA establishes a statutory limit on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation, to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of a director or officer shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The Atlantic Union articles of incorporation eliminate the personal liability of directors and officers to Atlantic Union or its shareholders for monetary damages to the full extent permitted by Virginia law.

Not applicable.

The undersigned registrant hereby undertakes:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glen Allen, Commonwealth of Virginia, on April 1, 2025.

POWER OF ATTORNEY

We, the undersigned directors and officers of Atlantic Union Bankshares Corporation (the “Company”) severally constitute and appoint John C. Asbury and Robert M. Gorman and each of them with full power of substitution, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below which John C. Asbury and Robert M. Gorman may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 , for the purpose of registering shares of the Company’s common stock, par value $1.33 per share, to be offered pursuant to the Sandy Spring Bancorp, Inc. 2024 Equity Plan and the Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that John C. Asbury and Robert M. Gorman shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.