Atlantic Union Bankshares Reports Second Quarter Financial Results

RICHMOND, Va.–(BUSINESS WIRE)–Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $16.8 million and both basic and diluted earnings per common share of $0.12, for the second quarter of 2025 and adjusted operating earnings available to common shareholders⁽¹⁾ of $135.1 million and adjusted diluted operating earnings per common share⁽¹⁾ of $0.95 for the second quarter of 2025.

In the second quarter of 2025, the Company’s adjusted operating earnings⁽¹⁾ included the following main pre-tax adjustments:

• $78.9 million in merger-related costs associated with the Sandy Spring Bancorp, Inc. (“Sandy Spring”) acquisition
• $100.9 million in current expected credit losses (“CECL”) Day 1 initial provision expense related to the Sandy Spring acquisition, comprised of the initial provision expense on purchased non-credit deteriorated (“non-PCD”) loans, which represents the CECL “double count” of the non-PCD loan credit mark, and the additional provision for unfunded commitments
• $15.7 million gain on sale of $2.0 billion of commercial real estate (“CRE”) loans acquired in the Sandy Spring acquisition, which were previously identified, marked to fair value, and classified as held for sale as of the April 1, 2025 acquisition date
• $14.3 million gain on sale of our equity interest in Cary Street Partners LLC (“CSP”)

Merger with Sandy Spring and Full Physical Settlement of the Forward Sale Agreements

On April 1, 2025, the Company completed its acquisition of Sandy Spring and its results of operations are included in the Company’s consolidated results since the date of acquisition. Therefore, the Company’s second quarter and first half of 2025 results reflect increased levels of average balances, net interest income, and expense compared to its prior quarter and first half of 2024 results. After purchase accounting fair value adjustments, the acquisition added $13.0 billion of total assets, including $8.6 billion of loans held for investment (“LHFI”), $1.9 billion of loans held for sale, primarily consisting of the CRE loans sold during the quarter subsequent to the acquisition discussed below, as well as $12.2 billion of total liabilities, primarily consisting of $11.2 billion in deposits. The Company recorded preliminary goodwill of $496.9 million and core deposit intangibles and other intangibles of $290.7 million related to the acquisition.

In connection with the acquisition, the Company recorded an initial allowance for credit losses (“ACL”) of $129.2 million that consisted of an allowance for loan and lease losses (“ALLL”) of $117.8 million, which included a $28.3 million reserve on acquired loans that experienced a more-than insignificant amount of credit deterioration since origination (“PCD” loans), and a reserve for unfunded commitments (“RUC”) discussed below. The Company also recorded a $89.5 million reserve on non-PCD loans established through provision expense, which represents the CECL “double count” of the non-PCD credit mark, and a $11.4 million RUC through the provision for credit losses.

Also on April 1, 2025, the Company physically settled in full the previously disclosed forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser, by delivering 11,338,028 shares of the Company’s common stock to the forward purchaser. The Company received net proceeds from such sale of shares of the Company’s common stock and full physical settlement of the forward sale agreements, before expenses, of approximately $385.0 million.

CRE Loan Sale

On June 26, 2025, the Company completed the sale of approximately $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which the Company marked to fair value at $1.8 billion and classified as held for sale as of the April 1, 2025 acquisition date. The CRE loan sale transaction generated a $15.7 million pre-tax gain during the second quarter of 2025. Under the terms of the loan purchase agreement, the Company sold the loans without recourse and retained customer-facing servicing responsibilities.

“With the closing of the Sandy Spring acquisition on April 1, 2025, our second quarter results provide an initial view into the operating earnings power of our combined franchise,” said John C. Asbury, president and chief executive officer of Atlantic Union. “While merger-related costs created a noisy quarter, our operating results demonstrate that we are off to a great start with the acquisition.

“It was also a productive quarter as we physically settled in full the previously announced forward sale of common equity and received net proceeds, before expenses, of $385.0 million, closed on the planned sale of approximately $2.0 billion of CRE loans acquired from Sandy Spring, and sold our equity interest in Cary Street Partners resulting in a pre-tax gain of $14.3 million. The CRE loan sale was an important step in executing on our strategy related to the Sandy Spring acquisition and our team achieved better-than-expected pricing on the sale, which resulted in a pre-tax gain on sale of $15.7 million.

“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations throughout Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”

NET INTEREST INCOME

For the second quarter of 2025, net interest income was $321.4 million, an increase of $137.2 million from $184.2 million in the first quarter of 2025. Net interest income – fully taxable equivalent (“FTE”)⁽¹⁾ was $325.7 million in the second quarter of 2025, an increase of $137.8 million from $187.9 million in the first quarter of 2025. The increases from the prior quarter in both net interest income and net interest income (FTE)⁽¹⁾ are due primarily to a $12.0 billion increase in average interest earning assets due primarily to the addition of Sandy Spring acquired loans and the impact of loan accretion income related to acquisition accounting, as well as organic loan growth, partially offset by a $8.9 billion increase in average interest bearing liabilities due primarily to the addition of Sandy Spring acquired deposits and borrowings and the associated net amortization related to acquisition accounting.

For the second quarter of 2025, the Company’s net interest margin increased 40 basis points to 3.78% and the net interest margin (FTE)⁽¹⁾ increased 38 basis points to 3.83%, compared to the first quarter of 2025, primarily driven by the net accretion of purchase accounting adjustments on loans, deposits, and long-term borrowings related to the Sandy Spring acquisition. Earning asset yields for the second quarter of 2025 increased 37 basis points to 6.05%, compared to the first quarter of 2025, due to higher yields on loans, primarily as a result of higher accretion income due to the Sandy Spring acquisition. Cost of funds decreased by 1 basis point to 2.22% for the second quarter of 2025, compared to the first quarter of 2025, primarily due to a lower cost of deposits, which includes the acquisition related accretion, partially offset by higher borrowing costs, primarily due to increased long-term subordinated debt as a result of the Sandy Spring acquisition.

The Company’s net interest margin (FTE)⁽¹⁾ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $45.4 million for the quarter ended June 30, 2025 compared to $12.6 million for the quarter ended March 31, 2025, with the increase due to the Sandy Spring acquisition. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

ASSET QUALITY

Overview

At June 30, 2025, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.60%, an increase of 22 basis points from the prior quarter and included nonaccrual loans of $162.6 million. The increase in NPAs as a percentage of LHFI was primarily due to PCD loans acquired from Sandy Spring, primarily in the construction and land development, commercial real estate non-owner occupied, residential 1-4 family consumer and revolving, and commercial real estate owner occupied portfolios, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis, which reflects their acquisition date fair value plus the initial allowance for expected credit losses recognized at acquisition, in accordance with ASC 326, Financial Instruments – Credit Losses. Accruing past due loans as a percentage of total LHFI totaled 28 basis points at June 30, 2025, an increase of 1 basis point from March 31, 2025, and an increase of 6 basis points from June 30, 2024. Net charge-offs were 0.01% of total average LHFI (annualized) for the second quarter of 2025, a decrease of 4 basis points compared to March 31, 2025, and a decrease of 3 basis points compared to June 30, 2024. The ACL totaled $342.4 million at June 30, 2025, a $133.3 million increase from the prior quarter, primarily reflecting the impacts of the Sandy Spring acquisition.

Nonperforming Assets

At June 30, 2025, NPAs totaled $163.4 million, compared to $69.4 million as of March 31, 2025. The increase in NPAs was primarily due to PCD loans acquired in the Sandy Spring acquisition, which included $49.4 million of acquired construction and land development loans, $27.1 million of acquired commercial real estate non-owner occupied loans, $10.3 million of acquired residential 1-4 family consumer and revolving loans, $3.1 million of acquired commercial real estate owner occupied loans, and the remainder due to other acquired Sandy Spring loans. The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):

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

Past Due Loans

At June 30, 2025, past due loans still accruing interest totaled $77.7 million or 0.28% of total LHFI, compared to $50.0 million or 0.27% of total LHFI at March 31, 2025, and $40.2 million or 0.22% of total LHFI at June 30, 2024. The increase in past due loan levels at June 30, 2025 from March 31, 2025 was primarily within the construction and land development, commercial and industrial, commercial real estate owner occupied, and residential 1-4 family – commercial portfolios. Of the total past due loans still accruing interest, $39.8 million or 0.15% of total LHFI were past due 90 days or more at June 30, 2025, compared to $6.8 million or 0.04% of total LHFI at March 31, 2025, and $15.6 million or 0.09% of total LHFI at June 30, 2024.

Allowance for Credit Losses

At June 30, 2025, the ACL was $342.4 million, an increase of $133.3 million from the prior quarter, and included an ALLL of $315.6 million and an RUC of $26.8 million. At April 1, 2025, the initial ACL related to the Sandy Spring acquisition was $129.2 million, consisting of an ALLL of $117.8 million and RUC of $11.4 million. The ALLL included an $89.5 million reserve on acquired non-PCD loans established through provision expense, which represents the CECL “double count” of the non-PCD credit mark, and a $28.3 million reserve on PCD loans. Outside of the initial ACL related to the Sandy Spring acquisition, the ACL at June 30, 2025 increased $4.1 million from March 31, 2025, primarily reflecting the impacts of loan growth and deteriorating macroeconomic forecasts.

The ACL as a percentage of total LHFI was 1.25% at June 30, 2025, compared to 1.13% at March 31, 2025. The ALLL as a percentage of total LHFI was 1.15% at June 30, 2025, compared to 1.05% at March 31, 2025.

Net Charge-offs

Net charge-offs were $666,000 or 0.01% of total average LHFI on an annualized basis for the second quarter of 2025, compared to $2.3 million or 0.05% (annualized) for the first quarter of 2025, and $1.7 million or 0.04% (annualized) for the second quarter of 2024.

Provision for Credit Losses

For the second quarter of 2025, the Company recorded a provision for credit losses of $105.7 million, compared to $17.6 million in the prior quarter, and $21.8 million in the second quarter of 2024. Included in the provision for credit losses for the second quarter of 2025 was $89.5 million of Day 1 initial provision expense on non-PCD loans and $11.4 million on unfunded commitments, each acquired from Sandy Spring. Included in the provision for credit losses for the second quarter of 2024 was $13.2 million of Day 1 initial provision expense on non-PCD loans and $1.4 million on unfunded commitments, each acquired from American National. Outside of the Day 1 initial provision expense recorded on non-PCD loans and unfunded commitments acquired from Sandy Spring and American National, the provision for credit losses decreased compared to the prior quarter and the prior year, primarily reflecting the impact of the overall build in the allowance for loan losses due to the uncertainty in the economic outlook in the prior quarter and prior year, as well as lower net charge-offs in the second quarter of 2025.

NONINTEREST INCOME

Noninterest income increased $52.3 million to $81.5 million for the second quarter of 2025 from $29.2 million in the prior quarter, primarily driven by the $15.7 million gain on the CRE loan sale, a $14.3 million gain on the sale of our equity interest in CSP, and the full quarter impact of the Sandy Spring acquisition that closed on April 1, 2025.

Adjusted operating noninterest income⁽¹⁾ which excludes the gain on CRE loan sale ($15.7 million in the second quarter), gain on sale of our equity interest in CSP ($14.3 million in the second quarter), and gains and losses on sale of securities (gains of $16,000 in the second quarter and losses of $102,000 in the first quarter), increased $22.2 million to $51.5 million, compared to $29.3 million in the prior quarter. This increase was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $11.0 million increase in fiduciary and asset management fees, due to assets under management increasing approximately 110% from the prior quarter, the $2.5 million increase in service charges on deposit accounts, and the $830,000 increase in interchange fees. In addition to the impact of the Sandy Spring acquisition, the bank owned life insurance income increase of $3.8 million includes death benefits of $2.4 million received in the second quarter and the mortgage banking income increase of $1.8 million includes the impact of the Sandy Spring’s mortgage business, as well as a seasonal increase in mortgage loan origination volumes. Other operating income increased $2.4 million, primarily due to an increase in equity method investment income.

NONINTEREST EXPENSE

Noninterest expense increased $145.5 million to $279.7 million for the second quarter of 2025 from $134.2 million in the prior quarter, primarily driven by a $74.0 million increase in merger-related costs, as well as other increases in noninterest expense due to the full quarter impact of the Sandy Spring acquisition.

Adjusted operating noninterest expense⁽¹⁾ which excludes merger-related costs ($78.9 million in the second quarter and $4.9 million in the first quarter) and amortization of intangible assets ($18.4 million in the second quarter and $5.4 million in the first quarter) increased $58.6 million to $182.4 million, compared to $123.8 million in the prior quarter. This increase was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $34.5 million increase in salaries and benefits, the $7.1 million increase in technology and data processing, the $4.2 million increase in occupancy expenses, the $3.4 million increase in FDIC assessment premiums and other insurance, the $3.1 million increase in professional services, the $3.1 million increase in other expenses, primarily due to increases in communication expense and teammate training and travel costs, and the $2.4 million increase in furniture and equipment expenses.

INCOME TAXES

During the second quarter of 2025, the Company’s estimated annual effective tax rate (“AETR”) increased to 21.7% from approximately 19.0% in the first quarter of 2025, reflecting the impact of the Sandy Spring acquisition as Sandy Spring operated in a higher state tax jurisdiction, which now impacts a larger proportion of the Company’s consolidated pre-tax income. The updated AETR was applied to the year-to-date pre-tax income calculation during the second quarter of 2025, impacting the Company’s income tax expense for the quarter ended June 30, 2025.

The Company’s effective tax rate for the three months ended June 30, 2025 and March 31, 2025 was (13.2%) and 19.0%, respectively. The negative effective tax rate for the quarter ended June 30, 2025 reflects the impact of a $8.0 million income tax benefit recorded this quarter related to the Company re-evaluating its state deferred tax asset, as a result of the Sandy Spring acquisition.

BALANCE SHEET

At June 30, 2025, the Company’s consolidated balance sheet includes the impact of the Sandy Spring acquisition, which closed April 1, 2025, as discussed above. ASC 805, Business Combinations, allows for a measurement period of twelve months beyond the acquisition date to finalize the fair value measurements of an acquired company’s net assets as additional information existing as of the acquisition date becomes available. If applicable, any future measurement period adjustments will be recorded through goodwill upon identification. Below is a summary of the related impact of the Sandy Spring acquisition as of the acquisition date:

• The fair value of assets acquired totaled $13.0 billion and included LHFI of $8.6 billion with an initial loan discount of $789.7 million, loans held for sale of $1.9 billion, and total investments of $1.3 billion.
• The fair value of the liabilities assumed totaled $12.2 billion and included total deposits of $11.2 billion with an initial deposit mark related to time deposits of $243.4 million and total borrowings of $833.0 million.
• Core deposit intangibles and other intangibles recorded totaled $290.7 million.
• Preliminary goodwill recorded totaled $496.9 million.

On June 26, 2025, the Company completed the sale of approximately $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which the Company marked to fair value at $1.84 billion and classified as held for sale as of the April 1, 2025 acquisition date. The Company received net proceeds from the sale of the CRE loans, before expenses, of approximately $1.87 billion, which increased the Company’s cash balance at June 30, 2025, and a portion of such proceeds were used to repay the Company’s short-term Federal Home Loan Bank advances and brokered CDs that matured during the second quarter of 2025.

At June 30, 2025, total assets were $37.3 billion, an increase of $12.7 billion from March 31, 2025, and $12.5 billion or approximately 50.6% from June 30, 2024. The increases in total assets from the prior quarter and prior year were primarily driven by growth in LHFI and the available for sale (“AFS”) securities portfolio, primarily due to the Sandy Spring acquisition. At June 30, 2025, cash and cash equivalents were $1.6 billion, an increase of $1.2 billion from March 31, 2025, and $1.1 billion from June 30, 2024, primarily reflecting the impact from the CRE loan sale proceeds.

At June 30, 2025, LHFI totaled $27.3 billion, an increase of $8.9 billion from March 31, 2025, and an increase of $9.0 billion or 49.0% from June 30, 2024. LHFI increased from the prior quarter and prior year primarily due to the Sandy Spring acquisition, as well as organic loan growth.

At June 30, 2025, total investments were $4.8 billion, an increase of $1.4 billion from March 31, 2025, and an increase of $1.3 billion or 36.8% from June 30, 2024. The increases compared to the prior quarter and prior year were primarily due to the Sandy Spring acquisition. AFS securities totaled $3.8 billion at June 30, 2025, $2.5 billion at March 31, 2025, and $2.6 billion at June 30, 2024. As part of the Sandy Spring acquisition, the Company restructured $485.2 million of securities acquired from Sandy Spring and reinvested the proceeds into higher yielding securities. Total net unrealized losses on the AFS securities portfolio were $372.8 million at June 30, 2025, compared to $382.0 million at March 31, 2025, and $420.7 million at June 30, 2024. Held to maturity securities are carried at cost and totaled $827.1 million at June 30, 2025, $821.1 million at March 31, 2025, and $810.5 million at June 30, 2024 and had net unrealized losses of $49.2 million at June 30, 2025, $48.6 million at March 31, 2025, and $44.0 million at June 30, 2024.

At June 30, 2025, total deposits were $31.0 billion, an increase of $10.5 billion from the prior quarter, and an increase of $11.0 billion or 54.9% from June 30, 2024. The increases in total deposits from the prior quarter and prior year were primarily due to increases in interest-bearing customer deposits and demand deposits, primarily related to the addition of the Sandy Spring acquired deposits.

At June 30, 2025, total borrowings were $892.8 million, an increase of $417.1 million from March 31, 2025 primarily driven by the acquisition of long-term subordinated debt issued by Sandy Spring, and a decrease of $314.0 million or 26.0% from June 30, 2024. The increase in borrowings from the prior quarter was primarily due to the Sandy Spring acquisition, while the decrease from the same period in the prior year was primarily due to repayment of short-term Federal Home Loan Bank advances.

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

⁽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.

Contacts

Robert M. Gorman – (804) 523‑7828

Executive Vice President / Chief Financial Officer

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