Atlantic Union Bankshares Completes American National Acquisition

TL;DR

AUBN just bought AMNB, creating a bigger regional bank.

AI Summary

Atlantic Union Bankshares Corporation announced on April 1, 2024, the completion of its acquisition of American National Bankshares, Inc. The transaction was previously announced on October 26, 2023. This merger combines two Virginia-based financial institutions, creating a larger entity with expanded reach and services.

Why It Matters

This acquisition signifies a significant consolidation within the regional banking sector, potentially leading to increased competition and a broader range of financial services for customers in the affected areas.

Risk Assessment

Risk Level: medium — Mergers and acquisitions carry inherent integration risks, potential regulatory hurdles, and market reception uncertainties.

Key Players & Entities

• Atlantic Union Bankshares Corporation (company) — Acquiring company
• American National Bankshares, Inc. (company) — Acquired company
• October 26, 2023 (date) — Date of original acquisition announcement
• April 1, 2024 (date) — Effective date of acquisition completion

FAQ

Key Financial Figures

• $1.33 — ch registered Common Stock, par value $1.33 per share AUB New York Stock Exchan

Filing Documents

• aub-20240401x8k.htm (8-K) — 88KB
• aub-20240401xex99d1.htm (EX-99.1) — 16KB
• aub-20240401xex99d1001.jpg (GRAPHIC) — 22KB
• 0000883948-24-000038.txt ( ) — 291KB
• aub-20240401.xsd (EX-101.SCH) — 4KB
• aub-20240401_def.xml (EX-101.DEF) — 14KB
• aub-20240401_lab.xml (EX-101.LAB) — 19KB
• aub-20240401_pre.xml (EX-101.PRE) — 13KB
• aub-20240401x8k_htm.xml (XML) — 7KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On April 1, 2024, Atlantic Union Bankshares Corporation ("Atlantic Union") completed its previously announced merger (the "Merger") with American National Bankshares Inc. (" American National "), pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023 (the "Merger Agreement"), by and between Atlantic Union and American National. At the effective time of the Merger (the "Effective Time"), American National merged with and into Atlantic Union, with Atlantic Union continuing as the surviving corporation. Immediately following the Merger, American National Bank and Trust Company, American National's wholly owned subsidiary bank, merged with and into Atlantic Union's wholly owned subsidiary bank, Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank (the "Bank Merger" and together with the Merger, the "Mergers"). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-274490) filed with the U.S. Securities and Exchange Commission (the "SEC") on September 12, 2023 and amended on September 26, 2023. At the Effective Time, under the terms of the Merger Agreement, each share of common stock of American National (the "American National Common Stock") , excluding certain specified shares owned by Atlantic Union or American National , that was issued and outstanding immediately prior to the Effective Time , was converted into the right to receive 1.35 shares of common stock of Atlantic Union (the " Atlantic Union Common Stock") , with cash paid in lieu of fractional shares. At the Effective Time, each unvested restricted stock award of American National was deemed to be fully vested and was cancelled and converted automatically into the right to receive 1.35 shares of Atlantic Union Common Stock in respect of each share of American National Common Stock underlying such award. The foregoing summary of the Merger Agreement and the Mergers is not

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 1, 2024, Atlantic Union issued a press release announcing the consummation of the Mergers. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of the businesses acquired. The financial statements required by this item will be filed by amendment to this report no later than 71 calendar days after the date on which this report is required to be filed. (b) Pro forma financial information. The pro forma financial information required by this item will be filed by amendment to this report no later than 71 calendar days after the date on which this report is required to be filed. (d) Exhibits. Exhibit No . Description 2.1 Agreement and Plan of Merger, dated as of July 24, 2023, by and between Atlantic Union Bankshares Corporation and American National Bankshares Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Atlantic Union with the SEC on July 25, 2023 )* 99.1 Atlantic Union Bankshares Corporation Press Release dated April 1, 2024 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document * Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K . Atlantic Union agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLANTIC UNION BANKSHARES CORPORATION Date: April 1, 2024 By: /s/ Robert M. Gorman Name: Robert M. Gorman Title: Executive Vice President and Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR