Atlantic Union Bankshares Files 8-K

TL;DR

AUBN filed an 8-K on Feb 5, 2025, covering shareholder votes and financials.

AI Summary

Atlantic Union Bankshares Corporation filed an 8-K on February 5, 2025, reporting on the submission of matters to a vote of security holders, other events, and financial statements/exhibits. The filing also notes the company's former names, Union Bankshares Corp and UNION FIRST MARKET BANKSHARES CORP, with name change dates in April 2014.

Why It Matters

This 8-K filing provides updates on corporate actions and financial reporting for Atlantic Union Bankshares Corporation, which is important for investors to track company governance and financial health.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Players & Entities

• Atlantic Union Bankshares Corporation (company) — Registrant
• Union Bankshares Corp (company) — Former company name
• UNION FIRST MARKET BANKSHARES CORP (company) — Former company name
• February 5, 2025 (date) — Filing date

FAQ

Key Financial Figures

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

Filing Documents

• tm255550d1_8k.htm (8-K) — 52KB
• tm255550d1_ex99-1.htm (EX-99.1) — 21KB
• tm255550d1_ex99-1img002.jpg (GRAPHIC) — 19KB
• tm255550d1_ex99-1img003.jpg (GRAPHIC) — 15KB
• 0001104659-25-009694.txt ( ) — 345KB
• aub-20250205.xsd (EX-101.SCH) — 3KB
• aub-20250205_def.xml (EX-101.DEF) — 26KB
• aub-20250205_lab.xml (EX-101.LAB) — 36KB
• aub-20250205_pre.xml (EX-101.PRE) — 25KB
• tm255550d1_8k_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. Atlantic Union Bankshares Corporation ("Atlantic Union") held a special meeting of shareholders on February 5, 2025 (the "Atlantic Union special meeting"). At the Atlantic Union special meeting, the following two proposals were considered: Proposal 1: a proposal to approve the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Atlantic Union and Sandy Spring Bancorp, Inc. ("Sandy Spring") (as amended from time to time, the "merger agreement") and the transactions contemplated thereby, including the merger (the "merger") and the issuance of shares of Atlantic Union common stock to holders of Sandy Spring common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of Atlantic Union common stock in an amount that exceeds 20% of the currently outstanding shares of Atlantic Union common stock) (the "Atlantic Union merger proposal"); and Proposal 2: a proposal to adjourn or postpone the Atlantic Union special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the Atlantic Union merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Atlantic Union common stock (the "Atlantic Union adjournment proposal") Each proposal considered and voted on was approved by the requisite vote of Atlantic Union's shareholders. The final voting results for the Atlantic Union merger proposal, rounded down to the nearest whole share, is presented below. Because a quorum was present at the special meeting and the Atlantic Union merger proposal received the requisite vote needed for approval, a vote on the Atlantic Union adjournment proposal was withdrawn and not called. For more information on

01 Other Events

Item 8.01 Other Events. On February 5, 2025, Atlantic Union and Sandy Spring issued a joint press release announcing the results of the Atlantic Union special meeting and the results of the Sandy Spring special meeting of stockholders held on February 5, 2025. The parties also announced that they have received the necessary bank regulatory approvals to complete the merger. Atlantic Union and Sandy Spring expect to complete the merger on or about April 1, 2025, subject to the satisfaction or waiver of customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d)Exhibits Exhibit No. Description of Exhibit 99.1 Joint Press Release of Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 1 Cautionary Note Regarding Forward-Looking Statements Certain statements in this Form 8-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Atlantic Union and Sandy Spring, respectively, with respect to the proposed transaction, the strategic and financial benefits of the proposed transaction, including the expected timing of the closing of the proposed transaction. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project" and "intend," as well as words of similar meaning or other to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following: the occurren

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: February 5, 2025 By: /s/ Robert M. Gorman Robert M. Gorman Executive Vice President and Chief Financial Officer 1

View Full Filing

View this 8-K filing on SEC EDGAR