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 $54.8 million and basic and diluted earnings per common share of $0.61 and $0.60, respectively, for the fourth quarter of 2024 and adjusted operating earnings available to common shareholders(1) of $61.4 million and adjusted diluted operating earnings per common share(1) of $0.67 for the fourth quarter of 2024.

Net income available to common shareholders was $197.3 million and basic and diluted earnings per common share were $2.29 and $2.24, respectively, for the year ended December 31, 2024. Adjusted operating earnings available to common shareholders(1) were $241.3 million and adjusted diluted operating earnings per common share(1) were $2.74 for the year ended December 31, 2024.

“2024 was a good year, and a consequential year, for Atlantic Union,” said John C. Asbury, president and chief executive officer of Atlantic Union. “We were excited to close our acquisition of American National Bankshares Inc. on April 1st and we announced the proposed acquisition of Sandy Spring Bancorp, Inc. on October 21st. We were pleased to have received merger approvals from the Federal Reserve Bank of Richmond seven weeks after filing the merger applications. Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in Virginia, with operations in North Carolina and Maryland, to what will be the largest regional bank headquartered in the lower Mid-Atlantic upon closing our proposed acquisition of Sandy Spring.

“While our results for the fourth quarter were noisy with merger-related costs and a larger than typical specific reserve on an impaired loan, we delivered solid adjusted operating financial results for the year and the fourth quarter. We continue to be on a steady loan and deposit growth path.

“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 2024, net interest income was $183.2 million, an increase of $316,000 from $182.9 million in the third quarter of 2024. Net interest income - fully taxable equivalent (“FTE”)(1) was $187.0 million in the fourth quarter of 2024, an increase of $208,000 from $186.8 million in the third quarter of 2024. The increases from the prior quarter in both net interest income and net interest income (FTE)(1) reflect the impacts of a decrease in interest expense due to lower short-term borrowing costs resulting from a $312.2 million decrease in average borrowings, lower deposit costs, as the Federal Reserve began cutting interest rates, resulting in a 100 basis points decrease in the Federal Funds rate since September 2024, as well as an increase in interest income from other earning assets as a result of a $402.0 million increase in average cash and other earning asset balances, partially offset by a decrease in interest income on loans held for investment (“LHFI”), due to lower loan yields, primarily driven by the impact of the interest rate cuts on our variable rate loans. For the fourth quarter of 2024, both the Company’s net interest margin and the net interest margin (FTE)(1) decreased 5 basis points compared to the prior quarter to 3.26% and 3.33%, respectively, due to lower yields on earning assets primarily driven by the decreases in variable rate loan yields, partially offset by a reduction in the cost of funds and an increase in yields on cash and other earning assets. Earning asset yields for the fourth quarter of 2024 decreased 20 basis points to 5.74% compared to the third quarter of 2024, primarily due to lower yields on loans. Cost of funds decreased from the prior quarter by 15 basis points to 2.41% for the fourth quarter of 2024, reflecting lower borrowing and deposit costs.

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 $12.6 million for the quarter ended December 31, 2024. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

Loan

Deposit

Borrowings

Accretion

Amortization

Total

For the quarter ended September 30, 2024

13,926

(913

)

(288

)

12,725

For the quarter ended December 31, 2024

13,668

(775

)

(288

)

12,605

ASSET QUALITY

Overview

At December 31, 2024, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.32%, an increase of 12 basis points from the prior quarter and included nonaccrual loans of $58.0 million. The increase in NPAs was primarily due to one new nonaccrual loan within the commercial and industrial portfolio of $27.7 million, for which the Company recorded a specific reserve of $13.1 million. Accruing past due loans as a percentage of total LHFI totaled 31 basis points at December 31, 2024, an increase of 1 basis point from September 30, 2024, and consistent with December 31, 2023. Net charge-offs were 0.03% of total average LHFI (annualized) for the fourth quarter of 2024, an increase of 2 basis points from September 30, 2024, and consistent with December 31, 2023. The allowance for credit losses (“ACL”) totaled $193.7 million at December 31, 2024, a $16.1 million increase from the prior quarter, primarily impacted by the aforementioned commercial and industrial loan with the $13.1 million specific reserve added in the current quarter.

Nonperforming Assets

At December 31, 2024, NPAs totaled $58.4 million, compared to $37.3 million in the prior quarter. The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):

December 31,

September 30,

June 30,

March 31,

December 31,

2024

2023

Nonaccrual loans

57,969

36,847

35,913

36,389

36,860

Foreclosed properties

404

230

Total nonperforming assets

58,373

37,251

36,143

36,418

36,889

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

December 31,

September 30,

June 30,

March 31,

December 31,

2024

2023

Beginning Balance

36,847

35,913

36,389

36,860

28,626

Net customer payments

(11,491

)

(2,219

)

(6,293

)

(1,583

)

(2,198

)

Additions

34,446

5,347

6,831

5,047

10,604

Charge-offs

(1,231

)

(542

)

(759

)

(3,935

)

(172

)

Loans returning to accruing status

(602

)

(1,478

)

(54

)

—

Transfers to foreclosed property

—

(174

)

(201

)

—

Ending Balance

57,969

36,847

35,913

36,389

36,860

Past Due Loans

At December 31, 2024, past due loans still accruing interest totaled $57.7 million or 0.31% of total LHFI, compared to $55.2 million or 0.30% of total LHFI at September 30, 2024, and $48.4 million or 0.31% of total LHFI at December 31, 2023. The increase in past due loan levels at December 31, 2024 from September 30, 2024 was primarily within the commercial and industrial and residential 1-4 family – consumer portfolios. Of the total past due loans still accruing interest, $14.1 million or 0.08% of total LHFI were past due 90 days or more at December 31, 2024, compared to $15.2 million or 0.08% of total LHFI at September 30, 2024, and $13.9 million or 0.09% of total LHFI at December 31, 2023.

Allowance for Credit Losses

At December 31, 2024, the ACL was $193.7 million and included an allowance for loan and lease losses (“ALLL”) of $178.6 million and a reserve for unfunded commitments (“RUC”) of $15.0 million. The ACL at December 31, 2024 increased $16.1 million from September 30, 2024, primarily due to the $13.1 million new specific reserve on the impaired loan in the commercial and industrial portfolio discussed above, the impact of continued uncertainty in the economic outlook on certain portfolios and organic loan growth. The RUC at December 31, 2024 decreased $1.9 million from September 30, 2024, primarily due to a decrease in unfunded commitments.

The ACL as a percentage of total LHFI was 1.05% at December 31, 2024, compared to 0.97% at September 30, 2024. The ALLL as a percentage of total LHFI was 0.97% at December 31, 2024, compared to 0.88% at September 30, 2024.

Net Charge-offs

Net charge-offs were $1.4 million or 0.03% of total average LHFI on an annualized basis for the fourth quarter of 2024, compared to $0.7 million or 0.01% (annualized) for the third quarter of 2024, and $1.2 million or 0.03% (annualized) for the fourth quarter of 2023.

Provision for Credit Losses

For the fourth quarter of 2024, the Company recorded a provision for credit losses of $17.5 million, compared to $2.6 million in the prior quarter, and $8.7 million in the fourth quarter of 2023. The increase in the provision for credit losses in the fourth quarter of 2024 is primarily driven by the $13.1 million specific reserve on the impaired loan in the commercial and industrial portfolio.

NONINTEREST INCOME

Noninterest income increased $941,000 to $35.2 million for the fourth quarter of 2024 from $34.3 million in the prior quarter, primarily driven by a $3.6 million increase in loan-related interest rate swap fees due to an increase in transaction volumes, partially offset by a $1.5 million decrease in bank owned life insurance income primarily driven by death benefits received in the prior quarter, and a $770,000 decrease in other operating income primarily due to a decrease in equity method investment income.

NONINTEREST EXPENSE

Noninterest expense increased $7.1 million to $129.7 million for the fourth quarter of 2024 from $122.6 million in the prior quarter, primarily driven by a $5.6 million increase in pre-tax merger-related costs associated with the pending Sandy Spring Bancorp, Inc. (“Sandy Spring”) acquisition.

Adjusted operating noninterest expense,(1) which excludes merger-related costs ($7.0 million in the fourth quarter and $1.4 million in the third quarter) and amortization of intangible assets ($5.6 million in the fourth quarter and $5.8 million in the third quarter), increased $1.6 million to $117.0 million for the fourth quarter from $115.4 million in the prior quarter, primarily driven by a $1.8 million increase in salaries and benefits expense primarily due to increases in variable incentive compensation expense and self-insured related group insurance costs, as well as a $1.4 million increase in professional services fees related to projects that occurred during the fourth quarter. These increases were partially offset by a $1.7 million decrease in franchise and other taxes.

INCOME TAXES

The Company’s effective tax rate for the three months ended December 31, 2024 and 2023 was 19.0% and 14.9%, respectively, and the effective tax rate for the years ended December 31, 2024 and 2023 was 19.5% and 15.9%. respectively. The increase in effective tax rate for the quarter ended December 31, 2024 was primarily driven by the proportionality of tax exempt income to pre-tax income. The increase in the effective tax rate for the year ended December 31, 2024 was primarily due to a valuation allowance for certain state net operating loss carryforwards established during the second quarter of 2024, which resulted in a 170 basis points increase in the year to date effective tax rate, and the proportionality of tax exempt income to pre-tax income.

BALANCE SHEET

At December 31, 2024, total assets were $24.6 billion, a decrease of $218.4 million or approximately 3.5% (annualized) from September 30, 2024 and an increase of $3.4 billion or approximately 16.2% from December 31, 2023. Total assets decreased from the prior quarter primarily due to a decrease in the investment securities portfolio due to principal paydowns and a decrease in the market value of the available for sale (“AFS”) securities portfolio, as well as a decrease in cash and cash equivalents due to greater funding needs combined with increases in individual deposits in the prior quarter. The increase in total assets from the prior year was primarily due to the American National Bankshares Inc. (“American National”) acquisition, as well as LHFI growth.

The Company’s recorded preliminary goodwill related to the American National acquisition totaling $288.8 million at December 31, 2024, a $1.3 million increase from preliminary goodwill of $287.5 million at September 30, 2024. This increase was due to an adjustment to the purchase price allocation for certain provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period adjustment recorded in the fourth quarter of 2024 related to franchise tax accruals.

At December 31, 2024, LHFI totaled $18.5 billion, an increase of $133.3 million or 2.9% (annualized) from September 30, 2024, and an increase of $2.8 billion or 18.1% from December 31, 2023. Quarterly average LHFI totaled $18.4 billion at December 31, 2024, an increase of $47.5 million or 1.0% (annualized) from the prior quarter, and an increase of $3.0 billion or 19.3% from December 31, 2023. LHFI increased from the prior quarter primarily due to increases in the construction and land development loan portfolio, as well as increases in the commercial and industrial loan portfolios, partially offset by decreases in the multifamily real estate loan portfolio. The increase from the prior year was primarily due to the American National acquisition.

At December 31, 2024, total investments were $3.3 billion, a decrease of $184.2 million or 20.7% (annualized) from September 30, 2024, and an increase of $164.9 million or 5.2% from December 31, 2023. The decrease compared to the prior quarter was primarily due to paydown activity and a decrease in the market value of the AFS securities portfolio, and the increase compared to the prior year was primarily due to the American National acquisition. AFS securities totaled $2.4 billion at December 31, 2024, $2.6 billion at September 30, 2024, and $2.2 billion at December 31, 2023. Total net unrealized losses on the AFS securities portfolio were $402.6 million at December 31, 2024, compared to $334.5 million at September 30, 2024, and $384.3 million at December 31, 2023. Held to maturity securities are carried at cost and totaled $803.9 million at December 31, 2024, $807.1 million at September 30, 2024, and $837.4 million at December 31, 2023 and had net unrealized losses of $44.5 million at December 31, 2024, $30.3 million at September 30, 2024, and $29.3 million at December 31, 2023.

At December 31, 2024, total deposits were $20.4 billion, an increase of $92.3 million or 1.8% (annualized) from the prior quarter. Average deposits at December 31, 2024 increased $583.4 million or 11.5% (annualized) from the prior quarter. Both total deposits and average deposits at December 31, 2024 increased $3.6 billion or 21.3% from December 31, 2023. The increase in deposit balances from the prior quarter was primarily due to an increase of $438.6 million in interest bearing customer deposits, partially offset by decreases in demand deposits and brokered deposits of $145.9 million and $200.4 million, respectively. The increase from the prior year was primarily related to the addition of the American National acquired deposits, as well as an increase of $669.5 million in brokered deposits.

At December 31, 2024, total borrowings were $534.6 million, a decrease of $317.6 million from September 30, 2024 and a decrease of $777.3 million from December 31, 2023. At December 31, 2024 average borrowings were $543.1 million, a decrease of $312.2 million from September 30, 2024, and a decrease of $249.6 million from December 31, 2023. The decreases in average borrowings from the prior quarter and the prior year were primarily due to repayment of short-term FHLB advances using funds from customer deposit growth.

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

December 31,

September 30,

December 31,

2024

2023

Common equity Tier 1 capital ratio (2)

9.96

9.77

9.84

Tier 1 capital ratio (2)

10.76

10.57

10.76

Total capital ratio (2)

13.61

13.33

13.55

Leverage ratio (Tier 1 capital to average assets) (2)

9.29

9.27

9.63

Common equity to total assets

12.11

12.16

11.29

Tangible common equity to tangible assets (1)

7.21

7.29

7.15

________________

(1) These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, see the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.

(2) All ratios at December 31, 2024 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

During the fourth quarter of 2024, 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 2024 and the fourth quarter of 2023. During the fourth quarter of 2024, the Company also declared and paid cash dividends of $0.34 per common share, a $0.02 increase or approximately 6.3% from both the third quarter of 2024 and fourth quarter of 2023.

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 had 129 branches located throughout Virginia and in portions of Maryland and North Carolina as of December 31, 2024. 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 2024 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 23, 2025, during which management will review our financial results for the fourth quarter and full year 2024 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/oji8po5i.

For analysts who wish to participate in the conference call, please register at the following URL: https://register.vevent.com/register/BI0fd9e3319b0d4273b9a974581412c683. 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, 2024, 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 ongoing operations, enhance comparability of 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 pending merger with Sandy Spring and expectations with regard to the benefits of the pending merger, statements regarding our future ability to recognize the benefits of certain tax assets, our business, financial and operating results, including our deposit base and funding, the impact of future economic conditions, changes in economic conditions, management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio, 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;
inflation and its impacts on economic growth and customer and client behavior;
adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior;
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 and slowdowns in economic growth;
the failure to close our proposed merger with Sandy Spring when expected or at all because remaining required regulatory approvals, Company shareholder or Sandy Spring stockholder or other approvals or conditions to closing are not received or satisfied on a timely basis or at all, and the risk that any regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger;
the occurrence of any event, change or other circumstances that could give rise to the right of the Company or Sandy Spring to terminate the merger agreement;
risks related to Sandy Spring’s business to which we will be subject after closing, including its CRE portfolio;
any change in the purchase accounting assumptions regarding the Sandy Spring assets to be acquired and liabilities to be assumed used to determine the fair value and credit marks;
the proposed merger with Sandy Spring may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;
the diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger with Sandy Spring;
the dilutive effect of shares of the Company’s common stock to be issued in connection with the proposed merger with Sandy Spring or pursuant to the previously disclosed forward sale agreements with Morgan Stanley & Co. LLC;
changes in the Company’s or Sandy Spring’s share price before closing;
the impact of purchase accounting with respect to the American National 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 the proposed merger with Sandy Spring or the American National acquisition, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or 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 the announcement or completion of the proposed merger with Sandy Spring or the American National acquisition;
monetary and fiscal 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 therein;
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;
our ability to identify, recruit, and retain key employees;
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;
the effects of legislative or regulatory changes and requirements, including changes in federal, state or local tax laws;
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, 2023, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended September 30, 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.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Results of Operations

Interest and dividend income

319,204

324,528

259,497

1,227,535

954,450

Interest expense

135,956

141,596

105,953

528,996

343,437

Net interest income

183,248

182,932

153,544

698,539

611,013

Provision for credit losses

17,496

2,603

8,707

50,089

31,618

Net interest income after provision for credit losses

165,752

180,329

144,837

648,450

579,395

Noninterest income

35,227

34,286

29,959

118,878

90,877

Noninterest expenses

129,675

122,582

107,929

507,534

430,371

Income before income taxes

71,304

92,033

66,867

259,794

239,901

Income tax expense

13,519

15,618

9,960

50,663

38,083

Net income

57,785

76,415

56,907

209,131

201,818

Dividends on preferred stock

2,967

2,967

11,868

11,868

Net income available to common shareholders

54,818

73,448

53,940

197,263

189,950

Interest earned on earning assets (FTE) (1)

322,995

328,427

263,209

1,242,761

969,360

Net interest income (FTE) (1)

187,039

186,831

157,256

713,765

625,923

Total revenue (FTE) (1)

222,266

221,117

187,215

832,643

716,800

Pre-tax pre-provision adjusted operating earnings (7)

95,796

95,985

81,356

357,234

310,193

Key Ratios

Earnings per common share, diluted

0.60

0.82

0.72

2.24

2.53

Return on average assets (ROA)

0.92

1.24

1.08

0.88

0.98

Return on average equity (ROE)

7.23

9.77

9.29

7.04

8.27

Return on average tangible common equity (ROTCE) (2) (3)

13.77

18.89

16.72

13.35

14.85

Efficiency ratio

59.35

56.43

58.82

62.09

61.32

Efficiency ratio (FTE) (1)

58.34

55.44

57.65

60.95

60.04

Net interest margin

3.26

3.31

3.26

3.27

3.33

Net interest margin (FTE) (1)

3.33

3.38

3.34

3.34

3.41

Yields on earning assets (FTE) (1)

5.74

5.94

5.59

5.82

5.28

Cost of interest-bearing liabilities

3.20

3.40

3.04

3.29

2.59

Cost of deposits

2.48

2.57

2.23

2.48

1.78

Cost of funds

2.41

2.56

2.25

2.48

1.87

Operating Measures (4)

Adjusted operating earnings

64,364

77,497

61,820

253,174

233,106

Adjusted operating earnings available to common shareholders

61,397

74,530

58,853

241,306

221,238

Adjusted operating earnings per common share, diluted

0.67

0.83

0.78

2.74

2.95

Adjusted operating ROA

1.03

1.25

1.18

1.06

1.14

Adjusted operating ROE

8.06

9.91

10.09

8.52

9.55

Adjusted operating ROTCE (2) (3)

15.30

19.15

18.20

16.12

17.21

Adjusted operating efficiency ratio (FTE) (1)(6)

52.67

52.20

52.97

53.31

54.15

Per Share Data

Earnings per common share, basic

0.61

0.82

0.72

2.29

2.53

Earnings per common share, diluted

0.60

0.82

0.72

2.24

2.53

Cash dividends paid per common share

0.34

0.32

1.30

1.22

Market value per share

37.88

37.67

36.54

37.88

36.54

Book value per common share(8)

33.40

33.85

32.06

33.40

32.06

Tangible book value per common share (2)(8)

18.83

19.23

19.39

18.83

19.39

Price to earnings ratio, diluted

15.90

11.57

12.80

16.88

14.42

Price to book value per common share ratio (8)

1.13

1.11

1.14

1.13

1.14

Price to tangible book value per common share ratio (2)(8)

2.01

1.96

1.88

2.01

1.88

Unvested shares of restricted stock awards(8)

658,001

680,936

476,630

658,001

476,630

Weighted average common shares outstanding, basic

89,774,079

89,780,531

75,016,402

86,149,978

74,961,390

Weighted average common shares outstanding, diluted

91,533,273

89,780,531

75,016,858

87,909,237

74,962,363

Common shares outstanding at end of period

89,770,231

89,774,392

75,023,327

89,770,231

75,023,327

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Capital Ratios

Common equity Tier 1 capital ratio (5)

9.96

9.77

9.84

9.96

9.84

Tier 1 capital ratio (5)

10.76

10.57

10.76

10.76

10.76

Total capital ratio (5)

13.61

13.33

13.55

13.61

13.55

Leverage ratio (Tier 1 capital to average assets) (5)

9.29

9.27

9.63

9.29

9.63

Common equity to total assets

12.11

12.16

11.29

12.11

11.29

Tangible common equity to tangible assets (2)

7.21

7.29

7.15

7.21

7.15

Financial Condition

Assets

24,585,323

24,803,723

21,166,197

24,585,323

21,166,197

LHFI (net of deferred fees and costs)

18,470,621

18,337,299

15,635,043

18,470,621

15,635,043

Securities

3,348,971

3,533,143

3,184,111

3,348,971

3,184,111

Earning Assets

21,989,690

22,180,501

19,010,309

21,989,690

19,010,309

Goodwill

1,214,053

1,212,710

925,211

1,214,053

925,211

Amortizable intangibles, net

84,563

90,176

19,183

84,563

19,183

Deposits

20,397,619

20,305,287

16,818,129

20,397,619

16,818,129

Borrowings

534,578

852,164

1,311,858

534,578

1,311,858

Stockholders' equity

3,142,879

3,182,416

2,556,327

3,142,879

2,556,327

Tangible common equity (2)

1,677,906

1,713,173

1,445,576

1,677,906

1,445,576

Loans held for investment, net of deferred fees and costs

Construction and land development

1,731,108

1,588,531

1,107,850

1,731,108

1,107,850

Commercial real estate - owner occupied

2,370,119

2,401,807

1,998,787

2,370,119

1,998,787

Commercial real estate - non-owner occupied

4,935,590

4,885,785

4,172,401

4,935,590

4,172,401

Multifamily real estate

1,240,209

1,357,730

1,061,997

1,240,209

1,061,997

Commercial & Industrial

3,864,695

3,799,872

3,589,347

3,864,695

3,589,347

Residential 1-4 Family - Commercial

719,425

729,315

522,580

719,425

522,580

Residential 1-4 Family - Consumer

1,293,817

1,281,914

1,078,173

1,293,817

1,078,173

Residential 1-4 Family - Revolving

756,944

738,665

619,433

756,944

619,433

Auto

316,368

354,570

486,926

316,368

486,926

Consumer

104,882

109,522

120,641

104,882

120,641

Other Commercial

1,137,464

1,089,588

876,908

1,137,464

876,908

Total LHFI

18,470,621

18,337,299

15,635,043

18,470,621

15,635,043

Deposits

Interest checking accounts

5,494,550

5,208,794

4,697,819

5,494,550

4,697,819

Money market accounts

4,291,097

4,250,763

3,850,679

4,291,097

3,850,679

Savings accounts

1,025,896

1,037,229

909,223

1,025,896

909,223

Customer time deposits of $250,000 and over

1,202,657

1,160,262

674,939

1,202,657

674,939

Other customer time deposits

2,888,476

2,807,077

2,173,904

2,888,476

2,173,904

Time deposits

4,091,133

3,967,339

2,848,843

4,091,133

2,848,843

Total interest-bearing customer deposits

14,902,676

14,464,125

12,306,564

14,902,676

12,306,564

Brokered deposits

1,217,895

1,418,253

548,384

1,217,895

548,384

Total interest-bearing deposits

16,120,571

15,882,378

12,854,948

16,120,571

12,854,948

Demand deposits

4,277,048

4,422,909

3,963,181

4,277,048

3,963,181

Total deposits

20,397,619

20,305,287

16,818,129

20,397,619

16,818,129

Averages

Assets

24,971,836

24,613,518

20,853,306

23,862,190

20,512,402

LHFI (net of deferred fees and costs)

18,367,657

18,320,122

15,394,500

17,647,589

14,949,487

Loans held for sale

12,606

13,485

6,470

11,912

9,357

Securities

3,442,340

3,501,879

3,031,475

3,394,095

3,192,891

Earning assets

22,373,970

21,983,946

18,676,967

21,347,677

18,368,806

Deposits

20,757,521

20,174,158

17,113,368

19,533,259

16,653,888

Time deposits

4,862,446

4,758,039

3,128,048

4,333,362

2,711,491

Interest-bearing deposits

16,343,745

15,736,797

13,026,138

15,212,033

12,311,751

Borrowings

543,061

855,306

792,629

862,716

971,715

Interest-bearing liabilities

16,886,806

16,592,103

13,818,767

16,074,749

13,283,466

Stockholders' equity

3,177,934

3,112,509

2,430,711

2,971,111

2,440,525

Tangible common equity (2)

1,711,580

1,643,562

1,318,952

1,591,349

1,326,007

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Asset Quality

Allowance for Credit Losses (ACL)

Beginning balance, Allowance for loan and lease losses (ALLL)

160,685

158,131

125,627

132,182

110,768

Add: Recoveries

2,816

2,053

853

7,194

4,390

Less: Charge-offs

4,255

2,719

2,038

15,956

11,995

Add: Initial Allowance - Purchased Credit Deteriorated (PCD) American National loans

—

3,896

—

Add: Initial Provision - Non-PCD American National loans

—

13,229

—

Add: Provision for loan losses

19,398

3,220

7,740

38,099

29,019

Ending balance, ALLL

178,644

160,685

132,182

178,644

132,182

Beginning balance, Reserve for unfunded commitment (RUC)

16,943

17,557

15,302

16,269

13,675

Add: Initial Provision - RUC American National loans

—

1,353

—

Add: Provision for unfunded commitments

(1,902

)

(614

)

967

(2,581

)

2,594

Ending balance, RUC

15,041

16,943

16,269

15,041

16,269

Total ACL

193,685

177,628

148,451

193,685

148,451

ACL / total LHFI

1.05

0.97

0.95

1.05

0.95

ALLL / total LHFI

0.97

0.88

0.85

0.97

0.85

Net charge-offs / total average LHFI (annualized)

0.03

0.01

0.03

0.05

0.05

Provision for loan losses/ total average LHFI (annualized)

0.42

0.07

0.20

0.29

0.19

Nonperforming Assets

Construction and land development

1,313

1,945

348

1,313

348

Commercial real estate - owner occupied

2,915

4,781

3,001

2,915

3,001

Commercial real estate - non-owner occupied

1,167

9,919

12,616

1,167

12,616

Multifamily real estate

132

—

132

—

Commercial & Industrial

33,702

3,048

4,556

33,702

4,556

Residential 1-4 Family - Commercial

1,510

1,727

1,804

1,510

1,804

Residential 1-4 Family - Consumer

12,725

11,925

11,098

12,725

11,098

Residential 1-4 Family - Revolving

3,826

2,960

3,087

3,826

3,087

Auto

659

532

350

659

350

Consumer

—

Nonaccrual loans

57,969

36,847

36,860

57,969

36,860

Foreclosed property

404

404

404

Total nonperforming assets (NPAs)

58,373

37,251

36,889

58,373

36,889

Construction and land development

120

Commercial real estate - owner occupied

1,592

1,239

2,579

1,592

2,579

Commercial real estate - non-owner occupied

6,874

1,390

2,967

6,874

2,967

Multifamily real estate

—

Commercial & Industrial

955

862

782

955

782

Residential 1-4 Family - Commercial

949

801

1,383

949

1,383

Residential 1-4 Family - Consumer

1,307

1,890

4,470

1,307

4,470

Residential 1-4 Family - Revolving

1,710

1,186

1,095

1,710

1,095

Auto

284

401

410

284

410

Consumer

143

152

Other Commercial

308

7,127

—

308

—

LHFI ≥ 90 days and still accruing

14,143

15,174

13,863

14,143

13,863

Total NPAs and LHFI ≥ 90 days

72,516

52,425

50,752

72,516

50,752

NPAs / total LHFI

0.32

0.20

0.24

0.32

0.24

NPAs / total assets

0.24

0.15

0.17

0.24

0.17

ALLL / nonaccrual loans

308.17

436.09

358.61

308.17

358.61

ALLL/ nonperforming assets

306.04

431.36

358.32

306.04

358.32

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Past Due Detail

Construction and land development

1,559

270

Commercial real estate - owner occupied

2,080

2,291

1,575

2,080

1,575

Commercial real estate - non-owner occupied

1,381

1,085

545

1,381

545

Multifamily real estate

1,366

821

—

1,366

—

Commercial & Industrial

9,405

5,876

4,303

9,405

4,303

Residential 1-4 Family - Commercial

697

656

567

697

567

Residential 1-4 Family - Consumer

5,928

471

7,546

5,928

7,546

Residential 1-4 Family - Revolving

1,824

3,309

2,238

1,824

2,238

Auto

3,615

2,796

4,737

3,615

4,737

Consumer

804

700

770

804

770

Other Commercial

2,167

6,569

2,167

6,569

LHFI 30-59 days past due

29,305

19,566

29,120

29,305

29,120

Construction and land development

—

369

—

Commercial real estate - owner occupied

1,074

1,306

—

1,074

—

Commercial real estate - non-owner occupied

—

6,875

184

—

184

Multifamily real estate

—

135

146

—

146

Commercial & Industrial

549

Residential 1-4 Family - Commercial

665

736

676

665

676

Residential 1-4 Family - Consumer

7,390

6,950

1,804

7,390

1,804

Residential 1-4 Family - Revolving

2,110

2,672

1,429

2,110

1,429

Auto

456

468

872

456

872

Consumer

486

182

232

486

232

Other Commercial

2,029

185

—

2,029

—

LHFI 60-89 days past due

14,279

20,427

5,416

14,279

5,416

Past Due and still accruing

57,727

55,167

48,399

57,727

48,399

Past Due and still accruing / total LHFI

0.31

0.30

0.31

0.31

0.31

Alternative Performance Measures (non-GAAP)

Net interest income (FTE) (1)

Net interest income (GAAP)

183,248

182,932

153,544

698,539

611,013

FTE adjustment

3,791

3,899

3,712

15,226

14,910

Net interest income (FTE) (non-GAAP)

187,039

186,831

157,256

713,765

625,923

Noninterest income (GAAP)

35,227

34,286

29,959

118,878

90,877

Total revenue (FTE) (non-GAAP)

222,266

221,117

187,215

832,643

716,800

Average earning assets

22,373,970

21,983,946

18,676,967

21,347,677

18,368,806

Net interest margin

3.26

3.31

3.26

3.27

3.33

Net interest margin (FTE)

3.33

3.38

3.34

3.34

3.41

Tangible Assets (2)

Ending assets (GAAP)

24,585,323

24,803,723

21,166,197

24,585,323

21,166,197

Less: Ending goodwill

1,214,053

1,212,710

925,211

1,214,053

925,211

Less: Ending amortizable intangibles

84,563

90,176

19,183

84,563

19,183

Ending tangible assets (non-GAAP)

23,286,707

23,500,837

20,221,803

23,286,707

20,221,803

Tangible Common Equity (2)

Ending equity (GAAP)

3,142,879

3,182,416

2,556,327

3,142,879

2,556,327

Less: Ending goodwill

1,214,053

1,212,710

925,211

1,214,053

925,211

Less: Ending amortizable intangibles

84,563

90,176

19,183

84,563

19,183

Less: Perpetual preferred stock

166,357

166,357

166,357

166,357

Ending tangible common equity (non-GAAP)

1,677,906

1,713,173

1,445,576

1,677,906

1,445,576

Average equity (GAAP)

3,177,934

3,112,509

2,430,711

2,971,111

2,440,525

Less: Average goodwill

1,212,724

1,209,590

925,211

1,139,422

925,211

Less: Average amortizable intangibles

87,274

93,001

20,192

73,984

22,951

Less: Average perpetual preferred stock

166,356

166,356

166,356

166,356

Average tangible common equity (non-GAAP)

1,711,580

1,643,562

1,318,952

1,591,349

1,326,007

ROTCE (2)(3)

Net income available to common shareholders (GAAP)

54,818

73,448

53,940

197,263

189,950

Plus: Amortization of intangibles, tax effected

4,435

4,585

1,654

15,253

6,937

Net income available to common shareholders before amortization of intangibles (non-GAAP)

59,253

78,033

55,594

212,516

196,887

Return on average tangible common equity (ROTCE)

13.77

18.89

16.72

13.35

14.85

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Operating Measures (4)

Net income (GAAP)

57,785

76,415

56,907

209,131

201,818

Plus: Merger-related costs, net of tax

6,592

1,085

884

33,476

2,850

Plus: Strategic cost saving initiatives, net of tax

—

9,959

Plus: FDIC special assessment, net of tax

—

2,656

664

2,656

Plus: Legal reserve, net of tax

—

2,859

—

6,809

Plus: Deferred tax asset write-down

—

4,774

—

Less: Gain (loss) on sale of securities, net of tax

(5,129

)

(32,381

)

Less: Gain on sale-leaseback transaction, net of tax

—

1,484

—

23,367

Adjusted operating earnings (non-GAAP)

64,364

77,497

61,820

253,174

233,106

Less: Dividends on preferred stock

2,967

2,967

11,868

11,868

Adjusted operating earnings available to common shareholders (non-GAAP)

61,397

74,530

58,853

241,306

221,238

Operating Efficiency Ratio (1)(6)

Noninterest expense (GAAP)

129,675

122,582

107,929

507,534

430,371

Less: Amortization of intangible assets

5,614

5,804

2,094

19,307

8,781

Less: Merger-related costs

7,013

1,353

1,002

40,018

2,995

Less: FDIC special assessment

—

3,362

840

3,362

Less: Strategic cost saving initiatives

—

12,607

Less: Legal reserve

—

3,300

—

8,300

Adjusted operating noninterest expense (non-GAAP)

117,048

115,425

98,171

447,369

394,326

Noninterest income (GAAP)

35,227

34,286

29,959

118,878

90,877

Less: Gain (loss) on sale of securities

(6,493

)

(40,989

)

Less: Gain on sale-leaseback transaction

—

1,879

—

29,579

Adjusted operating noninterest income (non-GAAP)

35,210

34,282

28,077

125,371

102,287

Net interest income (FTE) (non-GAAP) (1)

187,039

186,831

157,256

713,765

625,923

Adjusted operating noninterest income (non-GAAP)

35,210

34,282

28,077

125,371

102,287

Total adjusted revenue (FTE) (non-GAAP) (1)

222,249

221,113

185,333

839,136

728,210

Efficiency ratio

59.35

56.43

58.82

62.09

61.32

Efficiency ratio (FTE) (1)

58.34

55.44

57.65

60.95

60.04

Adjusted operating efficiency ratio (FTE) (1)(6)

52.67

52.20

52.97

53.31

54.15

Operating ROA & ROE (4)

Adjusted operating earnings (non-GAAP)

64,364

77,497

61,820

253,174

233,106

Average assets (GAAP)

24,971,836

24,613,518

20,853,306

23,862,190

20,512,402

Return on average assets (ROA) (GAAP)

0.92

1.24

1.08

0.88

0.98

Adjusted operating return on average assets (ROA) (non-GAAP)

1.03

1.25

1.18

1.06

1.14

Average equity (GAAP)

3,177,934

3,112,509

2,430,711

2,971,111

2,440,525

Return on average equity (ROE) (GAAP)

7.23

9.77

9.29

7.04

8.27

Adjusted operating return on average equity (ROE) (non-GAAP)

8.06

9.91

10.09

8.52

9.55

Operating ROTCE (2)(3)(4)

Adjusted operating earnings available to common shareholders (non-GAAP)

61,397

74,530

58,853

241,306

221,238

Plus: Amortization of intangibles, tax effected

4,435

4,585

1,654

15,253

6,937

Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP)

65,832

79,115

60,507

256,559

228,175

Average tangible common equity (non-GAAP)

1,711,580

1,643,562

1,318,952

1,591,349

1,326,007

Adjusted operating return on average tangible common equity (non-GAAP)

15.30

19.15

18.20

16.12

17.21

Pre-tax pre-provision adjusted operating earnings (7)

Net income (GAAP)

57,785

76,415

56,907

209,131

201,818

Plus: Provision for credit losses

17,496

2,603

8,707

50,089

31,618

Plus: Income tax expense

13,519

15,618

9,960

50,663

38,083

Plus: Merger-related costs

7,013

1,353

1,002

40,018

2,995

Plus: Strategic cost saving initiatives

—

12,607

Plus: FDIC special assessment

—

3,362

840

3,362

Plus: Legal reserve

—

3,300

—

8,300

Less: Gain (loss) on sale of securities, net of tax

(6,493

)

(40,989

)

Less: Gain on sale-leaseback transaction

—

1,879

—

29,579

Pre-tax pre-provision adjusted operating earnings (non-GAAP)

95,796

95,985

81,356

357,234

310,193

Less: Dividends on preferred stock

2,967

2,967

11,868

11,868

Pre-tax pre-provision adjusted operating earnings available to common shareholders (non-GAAP)

92,829

93,018

78,389

345,366

298,325

Weighted average common shares outstanding, diluted

91,533,273

89,780,531

75,016,858

87,909,237

74,962,363

Pre-tax pre-provision earnings per common share, diluted

1.01

1.04

3.93

3.98

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/24

9/30/24

12/31/23

12/31/24

12/31/23

(unaudited)

(audited)

Mortgage Origination Held for Sale Volume

Refinance Volume

7,335

4,285

3,972

21,492

13,740

Purchase Volume

42,677

56,634

27,871

179,565

128,046

Total Mortgage loan originations held for sale

50,012

60,919

31,843

201,057

141,786

% of originations held for sale that are refinances

14.7

7.0

12.5

10.7

9.7

Wealth

Assets under management

6,798,258

6,826,123

5,014,208

6,798,258

5,014,208

Other Data

End of period full-time equivalent employees

2,125

2,122

1,804

2,125

1,804

Number of full-service branches

129

129

109

129

109

Number of automatic transaction machines (ATMs)

148

149

123

148

123

________________________________________

(1)

These are non-GAAP financial measures. 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.

(2)

These are non-GAAP financial measures. 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.

(3)

These are non-GAAP financial measures. 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.

(4)

These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting leases), FDIC special assessments, legal reserves associated with our previously disclosed settlement with the CFPB, deferred tax asset write-down, gain (loss) on sale of securities, and gain on sale-leaseback transaction. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations.

(5)

All ratios at December 31, 2024 are estimates and subject to change pending the Company’s filing of its FR Y9 C. All other periods are presented as filed.

(6)

The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting leases), legal reserves associated with our previously disclosed settlement with the CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. 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.

(7)

These are non-GAAP financial measures. Pre-tax pre-provision adjusted earnings 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, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting leases), FDIC special assessments, legal reserves associated with our previously disclosed settlement with the CFPB, gain (loss) on sale of securities, and gain on sale-leaseback transaction. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.

(8)

The calculations exclude the impact of unvested restricted stock awards outstanding as of each period end.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

December 31,

September 30,

December 31,

2024

2023

ASSETS

(unaudited)

(audited)

Cash and cash equivalents:

Cash and due from banks

196,435

232,222

196,754

Interest-bearing deposits in other banks

153,695

291,163

167,601

Federal funds sold

3,944

4,685

13,776

Total cash and cash equivalents

354,074

528,070

378,131

Securities available for sale, at fair value

2,442,166

2,608,182

2,231,261

Securities held to maturity, at carrying value

803,851

807,080

837,378

Restricted stock, at cost

102,954

117,881

115,472

Loans held for sale

9,420

11,078

6,710

Loans held for investment, net of deferred fees and costs

18,470,621

18,337,299

15,635,043

Less: allowance for loan and lease losses

178,644

160,685

132,182

Total loans held for investment, net

18,291,977

18,176,614

15,502,861

Premises and equipment, net

112,704

115,093

90,959

Goodwill

1,214,053

1,212,710

925,211

Amortizable intangibles, net

84,563

90,176

19,183

Bank owned life insurance

493,396

489,759

452,565

Other assets

676,165

647,080

606,466

Total assets

24,585,323

24,803,723

21,166,197

LIABILITIES

Noninterest-bearing demand deposits

4,277,048

4,422,909

3,963,181

Interest-bearing deposits

16,120,571

15,882,378

12,854,948

Total deposits

20,397,619

20,305,287

16,818,129

Securities sold under agreements to repurchase

56,275

59,227

110,833

Other short-term borrowings

60,000

375,000

810,000

Long-term borrowings

418,303

417,937

391,025

Other liabilities

510,247

463,856

479,883

Total liabilities

21,442,444

21,621,307

18,609,870

Commitments and contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

Common stock, $1.33 par value

118,519

118,494

99,147

Additional paid-in capital

2,280,547

2,277,024

1,782,286

Retained earnings

1,103,326

1,079,032

1,018,070

Accumulated other comprehensive loss

(359,686

)

(292,307

)

(343,349

)

Total stockholders' equity

3,142,879

3,182,416

2,556,327

Total liabilities and stockholders' equity

24,585,323

24,803,723

21,166,197

Common shares outstanding

89,770,231

89,774,392

75,023,327

Common shares authorized

200,000,000

200,000,000

Preferred shares outstanding

17,250

17,250

Preferred shares authorized

500,000

500,000

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2024

2023

2024

2023

(unaudited)

(audited)

Interest and dividend income:

Interest and fees on loans

282,116

291,089

230,378

1,093,004

846,923

Interest on deposits in other banks

5,774

1,060

2,255

10,751

6,071

Interest and dividends on securities:

Taxable

23,179

24,247

18,703

91,191

67,075

Nontaxable

8,135

8,132

8,161

32,589

34,381

Total interest and dividend income

319,204

324,528

259,497

1,227,535

954,450

Interest expense:

Interest on deposits

129,311

130,216

95,998

483,894

296,689

Interest on short-term borrowings

1,187

5,698

5,043

23,236

27,148

Interest on long-term borrowings

5,458

5,682

4,912

21,866

19,600

Total interest expense

135,956

141,596

105,953

528,996

343,437

Net interest income

183,248

182,932

153,544

698,539

611,013

Provision for credit losses

17,496

2,603

8,707

50,089

31,618

Net interest income after provision for credit losses

165,752

180,329

144,837

648,450

579,395

Noninterest income:

Service charges on deposit accounts

9,832

9,792

8,662

37,279

33,240

Other service charges, commissions and fees

1,811

2,002

1,789

7,511

7,860

Interchange fees

3,342

3,371

2,581

12,134

9,678

Fiduciary and asset management fees

6,925

6,858

4,526

25,528

17,695

Mortgage banking income

928

1,214

774

4,202

2,743

Gain (loss) on sale of securities

(6,493

)

(40,989

)

Bank owned life insurance income

3,555

5,037

3,088

15,629

11,759

Loan-related interest rate swap fees

5,082

1,503

3,588

9,435

10,037

Other operating income

3,735

4,505

4,948

13,653

38,854

Total noninterest income

35,227

34,286

29,959

118,878

90,877

Noninterest expenses:

Salaries and benefits

71,297

69,454

56,686

271,164

236,682

Occupancy expenses

7,964

7,806

6,644

30,232

25,146

Furniture and equipment expenses

3,783

3,685

3,517

14,582

14,282

Technology and data processing

9,383

9,737

7,853

37,520

32,484

Professional services

5,353

3,994

4,346

16,804

15,483

Marketing and advertising expense

3,517

3,308

3,018

12,126

10,406

FDIC assessment premiums and other insurance

5,155

5,282

7,630

20,255

19,861

Franchise and other taxes

3,594

5,256

4,505

18,364

18,013

Loan-related expenses

1,470

1,445

1,060

5,513

5,619

Amortization of intangible assets

5,614

5,804

2,094

19,307

8,781

Merger-related costs

7,013

1,353

1,002

40,018

2,995

Other expenses

5,532

5,458

9,574

21,649

40,619

Total noninterest expenses

129,675

122,582

107,929

507,534

430,371

Income before income taxes

71,304

92,033

66,867

259,794

239,901

Income tax expense

13,519

15,618

9,960

50,663

38,083

Net Income

57,785

76,415

56,907

209,131

201,818

Dividends on preferred stock

2,967

2,967

11,868

11,868

Net income available to common shareholders

54,818

73,448

53,940

197,263

189,950

Basic earnings per common share

0.61

0.82

0.72

2.29

2.53

Diluted earnings per common share

0.60

0.82

0.72

2.24

2.53

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED)

(Dollars in thousands)

For the Quarter Ended

December 31, 2024

September 30, 2024

Average Balance

Interest Income / Expense (1)

Yield / Rate (1)(2)

Average Balance

Interest Income / Expense (1)

Yield / Rate (1)(2)

Assets:

Securities:

Taxable

2,187,887

23,179

4.21

2,248,207

24,247

4.29

Tax-exempt

1,254,453

10,297

3.27

1,253,672

10,293

3.27

Total securities

3,442,340

33,476

3.87

3,501,879

34,540

3.92

LHFI, net of deferred fees and costs (3)(4)

18,367,657

283,459

6.14

18,320,122

292,469

6.35

Other earning assets

563,973

6,060

4.27

161,945

1,418

3.48

Total earning assets

22,373,970

322,995

5.74

21,983,946

328,427

5.94

Allowance for loan and lease losses

(160,682

)

(159,023

)

Total non-earning assets

2,758,548

2,788,595

Total assets

24,971,836

24,613,518

Liabilities and Stockholders' Equity:

Interest-bearing deposits:

Transaction and money market accounts

10,452,638

74,408

2.83

9,932,247

74,996

3.00

Regular savings

1,028,661

569

0.22

1,046,511

579

0.22

Time deposits (5)

4,862,446

54,334

4.45

4,758,039

54,641

4.57

Total interest-bearing deposits

16,343,745

129,311

3.15

15,736,797

130,216

3.29

Other borrowings (6)

543,061

6,645

4.87

855,306

11,380

5.29

Total interest-bearing liabilities

16,886,806

135,956

3.20

16,592,103

141,596

3.40

Noninterest-bearing liabilities:

Demand deposits

4,413,776

4,437,361

Other liabilities

493,320

471,545

Total liabilities

21,793,902

21,501,009

Stockholders' equity

3,177,934

3,112,509

Total liabilities and stockholders' equity

24,971,836

24,613,518

Net interest income (FTE)

187,039

186,831

Interest rate spread

2.54

2.54

Cost of funds

2.41

2.56

Net interest margin (FTE)

3.33

3.38

________________

(1)

Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2)

Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.

(3)

Nonaccrual loans are included in average loans outstanding.

(4)

Interest income on loans includes $13.7 million and $13.9 million for the three months ended December 31, 2024 and September 30, 2024, respectively, in accretion of the fair market value adjustments related to acquisitions.

(5)

Interest expense on time deposits includes $775,000 and $913,000 for the three months ended December 31, 2024 and September 30, 2024, respectively, in amortization of the fair market value adjustments related to acquisitions.

(6)

Interest expense on borrowings includes $288,000 for both the three months ended December 31, 2024 and September 30, 2024, in amortization of the fair market value adjustments related to acquisitions.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250123065360/en/

Robert M. Gorman - (804) 523‑7828 Executive Vice President / Chief Financial Officer

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