PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents Atlantic Union Bankshares Corporation's unaudited consolidated financial statements and notes for periods ending June 30, 2023 [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) Total assets, deposits, and stockholders' equity increased by June 30, 2023, reflecting growth in net loans and deposits Consolidated Balance Sheet Highlights (unaudited) | (In Millions) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$20,602.3** | **$20,461.1** | | Cash and cash equivalents | $428.3 | $319.9 | | Securities available for sale, at fair value | $2,182.4 | $2,741.8 | | Loans held for investment, net | $14,946.2 | $14,338.4 | | **Total Liabilities** | **$18,177.9** | **$18,088.4** | | Total deposits | $16,412.0 | $15,931.7 | | Total borrowings (short & long-term) | $1,320.3 | $1,708.7 | | **Total Stockholders' Equity** | **$2,424.5** | **$2,372.7** | [Consolidated Statements of Income](index=8&type=section&id=Consolidated%20Statements%20of%20Income) Net income decreased in Q2 and the first half of 2023 due to higher interest expenses and increased provision for credit losses, despite growth in interest income Key Income Statement Data (unaudited) | (In Millions, except per share data) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net interest income | $152.1 | $138.8 | $305.5 | $269.7 | | Provision for credit losses | $6.1 | $3.6 | $17.9 | $6.4 | | Noninterest income | $24.2 | $38.3 | $33.8 | $68.4 | | Noninterest expenses | $105.7 | $98.8 | $213.9 | $204.1 | | **Net income** | **$55.2** | **$62.2** | **$90.9** | **$105.9** | | Net income available to common shareholders | $52.3 | $59.3 | $85.0 | $100.0 | | **Diluted earnings per common share** | **$0.70** | **$0.79** | **$1.13** | **$1.33** | [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies, financial statement line items, and significant events, including the adoption of ASU 2022-02 and the proposed merger with American National - The company adopted **ASU 2022-02** on January 1, 2023, which eliminated accounting guidance for Troubled Debt Restructurings (TDRs) and introduced new disclosure requirements for **Troubled Loan Modifications (TLMs)**[31](index=31&type=chunk) - On July 24, 2023, the Company entered into a **definitive merger agreement** with **American National Bankshares Inc.**, with the transaction expected to close in the first quarter of 2024[195](index=195&type=chunk) - The Board of Directors declared a **quarterly common stock dividend of $0.30 per share**, payable on August 25, 2023, and a preferred stock dividend of $171.88 per share (equivalent to $0.43 per depositary share), payable on September 1, 2023[196](index=196&type=chunk) - The company is in **settlement discussions with the Consumer Financial Protection Bureau (CFPB)** regarding its **overdraft practices** and policies, with a probable and estimable liability recorded as of June 30, 2023[121](index=121&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial performance, condition, and strategic initiatives, covering results of operations, financial condition, asset quality, and capital resources [Executive Overview & Recent Events](index=75&type=section&id=Executive%20Overview%20%26%20Recent%20Events) The company highlights strong capital and liquidity amidst industry volatility, detailing the proposed merger with American National, cost-saving measures, and a balance sheet repositioning strategy - Announced a **definitive merger agreement** with **American National Bankshares Inc.** on July 24, 2023, with the transaction expected to close in Q1 2024[215](index=215&type=chunk) - Executed **cost-saving measures** in Q2 2023, expected to reduce the annual expense run rate by **approximately $17 million**, resulting in $3.9 million of pre-tax expenses in Q2 2023[222](index=222&type=chunk) - In Q1 2023, the company executed a **balance sheet repositioning**, selling **AFS securities** with a book value of $505.7 million at a pre-tax loss of $13.4 million to reduce FHLB borrowings[223](index=223&type=chunk) - As of June 30, 2023, the company estimates that approximately **73.5% of its deposits were insured or collateralized**, and it maintained available liquidity to cover approximately **133% of uninsured and uncollateralized deposits**[219](index=219&type=chunk) [Results of Operations](index=78&type=section&id=Results%20of%20Operations) Net interest income increased in Q2 2023 due to margin expansion, while noninterest income decreased and noninterest expenses rose, primarily from higher salaries and benefits Net Interest Income and Margin (FTE, non-GAAP) | Metric | Q2 2023 | Q2 2022 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income (FTE) | $155.8M | $142.3M | +$13.4M | | Net Interest Margin (FTE) | 3.45% | 3.24% | +21 bps | - Noninterest income for Q2 2023 **decreased by $14.1 million (36.8%)** YoY, primarily driven by a $9.1 million gain on the sale of DHFB in Q2 2022[240](index=240&type=chunk) - Noninterest expense for Q2 2023 **increased by $6.9 million (7.0%)** YoY, mainly due to a $6.7 million rise in salaries and benefits, which included severance charges[244](index=244&type=chunk) [Financial Condition](index=94&type=section&id=Financial%20Condition) Total assets increased slightly by June 30, 2023, driven by loan growth and deposit increases, while the investment portfolio decreased and borrowings were reduced - Total assets **increased by $141.2 million (1.4% annualized) to $20.6 billion** from Dec 31, 2022[262](index=262&type=chunk) - Loans held for investment (net) **grew by $617.8 million (8.6% annualized)** since year-end 2022[263](index=263&type=chunk) - Total deposits **increased by $480.3 million (6.1% annualized)**, with a $1.1 billion increase in interest-bearing deposits offsetting a $572.9 million decrease in demand deposits[266](index=266&type=chunk) - Total borrowings **decreased by $388.4 million (22.7%)** from year-end 2022, a result of the balance sheet repositioning strategy[267](index=267&type=chunk) [Asset Quality](index=101&type=section&id=Asset%20Quality) Asset quality remained strong and stable with nonperforming assets unchanged, while net charge-offs increased and the Allowance for Credit Losses grew due to loan growth and economic uncertainty Asset Quality Metrics | Metric | June 30, 2023 ($M) | December 31, 2022 ($M) | | :--- | :--- | :--- | | Nonperforming assets (NPAs) | $29.2 | $27.1 | | NPAs to total LHFI | 0.19% | 0.19% | | Allowance for Credit Losses (ACL) | $136.2 | $124.4 | | ACL to total LHFI | 0.90% | 0.86% | - Net charge-offs for the six months ended June 30, 2023, were **$6.1 million (0.08% of average loans)**, compared to $935,000 (0.01%) for the same period in 2022[303](index=303&type=chunk) - The provision for credit losses for the six months ended June 30, 2023 was **$17.9 million**, an increase from $6.4 million in the prior-year period, driven by economic uncertainty and loan growth[304](index=304&type=chunk) [Capital Resources](index=108&type=section&id=Capital%20Resources) The company's capital ratios remain strong and exceed regulatory minimums, with the tangible common equity to tangible assets ratio showing improvement Regulatory Capital Ratios (Estimates for Q2 2023) | Ratio | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Common equity Tier 1 capital ratio | 9.86% | 9.95% | | Tier 1 capital ratio | 10.81% | 10.93% | | Total capital ratio | 13.64% | 13.70% | | Leverage ratio | 9.64% | 9.42% | | Tangible common equity to tangible assets (+) | 6.66% | 6.43% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=113&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest rate risk, its primary market risk, and was asset-sensitive as of June 30, 2023, though less so than the prior year Interest Rate Sensitivity Analysis (Change in Net Interest Income) | Rate Shock | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | +300 bps | +7.47% | +11.73% | | +200 bps | +5.25% | +8.25% | | +100 bps | +2.89% | +4.65% | | -100 bps | -2.94% | -3.18% | - From a net interest income perspective, the Company was **less asset sensitive** as of June 30, 2023, compared to its position as of June 30, 2022[340](index=340&type=chunk) [Item 4. Controls and Procedures](index=116&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting identified - The CEO and CFO concluded that as of June 30, 2023, the Company's disclosure controls and procedures were **effective at the reasonable assurance level**[344](index=344&type=chunk) - There were **no changes** during the quarter ended June 30, 2023, that have **materially affected**, or are reasonably likely to materially affect, the internal control over financial reporting[346](index=346&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=117&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including ongoing settlement discussions with the CFPB regarding historical overdraft practices - The company is in **settlement discussions with the CFPB** regarding alleged violations related to its **overdraft practices** and policies, which began in March 2023 and are ongoing[349](index=349&type=chunk) [Item 1A. Risk Factors](index=117&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, primarily focusing on the proposed merger with American National, including completion risks, regulatory challenges, and integration difficulties - **Failure to complete the merger** with American National could **negatively impact the company's stock price** and result in significant unrecovered expenses[352](index=352&type=chunk) - **Regulatory approvals** for the merger may not be received, may be delayed, or may impose conditions that could **adversely affect the combined company**[353](index=353&type=chunk)[355](index=355&type=chunk) - **Integrating with American National** may be more difficult, costly, or time-consuming than expected, and the company may **fail to realize the anticipated benefits and cost savings**[357](index=357&type=chunk)[358](index=358&type=chunk) - The **rising interest rate environment** could increase the magnitude of negative purchase accounting marks on American National's investment and loan portfolios, **diluting tangible book value**[361](index=361&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=121&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered equity sales and repurchased 2,985 shares in Q2 2023 for tax withholding, with no active share repurchase program - As of June 30, 2023, the Company **does not have an authorized share repurchase program**[366](index=366&type=chunk) Issuer Purchases of Equity Securities (Q2 2023) | Period | Total Shares Purchased (1) | Average Price Paid per Share ($) | | :--- | :--- | :--- | | April 1 - April 30, 2023 | 421 | $34.05 | | May 1 - May 31, 2023 | 893 | $25.32 | | June 1 - June 30, 2023 | 1,671 | $26.97 | | **Total** | **2,985** | **$27.48** | (1) Shares were withheld upon vesting of restricted shares to satisfy tax withholding obligations [Item 6. Exhibits](index=122&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the merger agreement with American National and Sarbanes-Oxley certifications - **Key exhibits filed** include the **merger agreement with American National**, corporate governance documents, and **Sarbanes-Oxley certifications**[370](index=370&type=chunk)

Financial Data and Key Metrics Changes - Reported net income available to common shareholders was $52.3 million, with earnings per share of $0.70, while adjusted operating earnings were $55.4 million or $0.74 per common share, marking an increase of 17.3% from the first quarter and 8% year-over-year [19][20] - Adjusted operating return on tangible common equity was 17%, up from 15.2% in the prior quarter, and adjusted operating return on assets was 1.16%, an increase of 16 basis points from the first quarter [20] - Tax equivalent net interest income was $155.8 million, down 1% from the first quarter, with a net interest margin of 3.45%, a decrease of 5 basis points from the previous quarter but up from 3.24% year-over-year [22][23] Business Line Data and Key Metrics Changes - Annualized loan growth was approximately 13%, with commercial and industrial (C&I) lending leading the growth, while construction lending production slowed [13][14] - Noninterest income increased by $14.6 million to $24.2 million, primarily due to a prior quarter's loss on the sale of securities [24] - Noninterest expense decreased to $105.7 million from $108.3 million in the prior quarter, with adjusted operating noninterest expenses declining to $99.5 million [25][26] Market Data and Key Metrics Changes - Total deposits stood at $16.4 billion, a decrease of approximately 1% annualized from the prior quarter, influenced by customer behavior in response to inflation and higher market interest rates [27] - The loan-to-deposit ratio was 90.6% as of the end of the quarter, indicating a stable deposit base despite a slight decline in demand deposits [9][27] - Virginia's unemployment rate improved to 2.7% in June, remaining below the national average of 3.6% [10] Company Strategy and Development Direction - The company announced a planned merger with American National Bank, which has $3.1 billion in assets, aiming to enhance financial strength and growth potential in Virginia and North Carolina [6][34] - The merger is expected to create a stronger presence in Virginia and provide a platform for growth in North Carolina, with a focus on commercial and industrial banking [34][35] - The company aims to generate positive operating leverage by growing revenue faster than expenses, with a target of flat year-over-year adjusted operating noninterest expense growth for 2023 [12][29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience amid a challenging banking environment, noting strong asset quality and a healthy lending pipeline [17][16] - The macroeconomic environment is viewed as sound, with expectations of a mild recession but improved prospects for a soft landing [10][11] - The company anticipates continued moderate loan growth in 2023, despite potential challenges from rising interest rates [15] Other Important Information - The company expects to realize $17 million in annualized cost savings from strategic initiatives, with the majority of savings expected to kick in post-August 1 [12][60] - The merger transaction is structured as a 100% stock deal, with an aggregate transaction value of about $417 million, representing a 24% premium for American National shareholders [51][50] - The transaction is expected to close in the first quarter of 2024, subject to regulatory approvals [52] Q&A Session Summary Question: Can you walk us through the cadence of how the $17 million of cost savings will flow through the back half of this year? - Management indicated that about $500,000 or $2 million annualized came out in Q2, with $3.5 million expected in Q3 and the full effect of $4.25 million in Q4 [60] Question: How will the $120 million loan mark on American National flow through earnings? - It is projected that earnings will come in over four years on a sum-of-the-years' digit basis, with a duration of about three years for the loan portfolio [62] Question: How will the merger impact ROA, ROE, and efficiency? - The merger is expected to enhance ROA by about 20 basis points to approximately 1.25%, with ROTCE projected at about 19.5% to 20% and efficiency ratio improving towards the 50% mark [66]

Table of Contents Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $1.33 per share AUB The New York Stock Exchange Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual NonCumulative Preferred Stock, Series A AUB.PRA The New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 ...

Atlantic Union Bankshares Corporation (NYSE:AUB) Q1 2023 Earnings Conference Call April 25, 2023 9:00 AM ET Company Participants Bill Cimino - Senior Vice President and Director of Investor Relations John Asbury - President and Chief Executive Officer; Chief Executive Officer, Atlantic Union Bank Robert Gorman - Executive Vice President and Chief Financial Officer David Ring - Executive Vice President and Wholesale Banking Group Executive Conference Call Participants Casey Whitman - Piper Sandler & Co. Cath ...

st 1 Quarter 2023 Earnings Presentation NYSE: AUB Forward Looking Statements This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements on slides entitled “Financial Outlook” and “Stable Deposit Balances” statements regarding our strategic prioritiesand liquidity and capital management strategies, expectations wi ...

Table of Contents Title of each class Trading Symbol(s) Name of exchange on which registered Common Stock, par value $1.33 per share AUB The 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 The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION ...

Financial Performance Highlights - Net income available to common shareholders for Q4 2022 was $67.6 million, or $0.90 per share, an increase of $12.5 million, or $0.16 per share, compared to the prior quarter[24] - The company's Return on Tangible Common Equity (ROTCE) was 22.92% in Q4 2022, compared to 17.21% in Q3 2022[23] - The company's Return on Assets (ROA) was 1.39% in Q4 2022, compared to 1.15% in Q3 2022[23] - The efficiency ratio was 52.98% in Q4 2022, compared to 56.68% in Q3 2022[23] Loan and Deposit Growth - Total loans held for investment reached $14.4 billion as of December 31, 2022, representing a $530.4 million increase, or 15.1% annualized growth, from the previous quarter[37] - Excluding PPP loans, total loans increased by $535.3 million, or approximately 15.3% annualized, during Q4 2022[37] - Total deposits decreased by $614.5 million, or approximately 14.7% annualized[37] - Commercial loans, excluding PPP, increased by 16.2% annualized[38] Asset Quality and Credit Outlook - Net charge-offs were 2 basis points annualized for Q4 2022[16] - The company expects the ACL to loans to be approximately 85-90 basis points and the net charge-off ratio to be approximately 10 basis points for the full year 2023[48] 2023 Financial Outlook - The company anticipates loan growth of approximately 6%-8% for 2023[16,48] - The company projects net interest income (FTE) growth of approximately 13%-15% for 2023[48] - The company expects the net interest margin (FTE) to be approximately 3.70%-3.75% for 2023[48]

Atlantic Union Bankshares Corporation (NYSE:AUB) Q4 2022 Results Earnings Conference Call January 24, 2023 9:00 AM ET Company Participants Bill Cimino - Senior Vice President and Director of Investor Relations John Asbury - President and Chief Executive Officer; Chief Executive Officer, Atlantic Union Bank Robert Gorman - Executive Vice President and Chief Financial Officer David Ring - Executive Vice President and Wholesale Banking Group Executive Doug Woolley - Chief Credit Officer Conference Call Partici ...

Atlantic Union Bankshares Corporation (NYSE:AUB) Q3 2022 Earnings Conference Call October 20, 2022 9:00 AM ET Company Participants Bill Cimino - SVP, IR John Asbury - President and CEO Robert Gorman - EVP and CFO Conference Call Participants Catherine Mealor - KBW Operator Good day, and thank you for standing by. Welcome to the Atlantic Union Bankshares Third Quarter 2022 Earnings Conference Call. [Operator Instructions] Please be advised today’s conference is being recorded. And I would now like to hand th ...