Atlantic Union Bankshares Files Preliminary Prospectus for $550 Million Subordinated Notes Offering Due 2036

Structure and Terms of the Subordinated Notes Offering

Atlantic Union Bankshares disclosed a two-tier interest rate structure for the proposed subordinated notes. From the original issuance date through 2031, the notes will carry a fixed interest rate payable semi-annually. Beginning in 2031 and continuing through maturity in 2036, the interest rate will convert to a floating mechanism based on the Three-Month Term SOFR plus an applicable spread. The filing states that if the Three-Month Term SOFR rate falls below zero, it will be treated as zero for calculation purposes. This structure provides investors with initial fixed-income certainty followed by floating-rate exposure in the latter portion of the note's life.

The notes will mature in 2036 and have no sinking fund provision, meaning Atlantic Union Bankshares is not required to set aside funds periodically for redemption. The company did not disclose the specific aggregate principal amount, the fixed interest rate percentage, the floating-rate spread in basis points, or the exact maturity date in this preliminary prospectus supplement. These details are expected to be finalized and disclosed in a definitive prospectus supplement once pricing is confirmed and market conditions are assessed.

Redemption Rights and Federal Reserve Approval Requirement

The disclosure outlines Atlantic Union Bankshares' redemption options for the subordinated notes. Beginning with the interest payment date in 2031 and on any date thereafter, the company may redeem the notes in whole or in part at 100 percent of principal plus accrued and unpaid interest. Additionally, the company may redeem the notes in whole (but not in part) if specific triggering events occur: a change in law that prevents interest deduction for federal income tax purposes, a regulatory event that could preclude the notes from being recognized as Tier 2 capital, or a requirement to register as an investment company under the Investment Company Act of 1940.

Critically, any redemption is subject to approval by the Board of Governors of the Federal Reserve System or applicable successor banking regulatory agencies as required by law or regulation, including capital requirements. This regulatory requirement underscores the subordinated nature of the instruments and the Federal Reserve's oversight of capital management at bank holding companies. The filing does not specify the timing or likelihood of obtaining such approval in any particular instance.

Subordination and Ranking Within Capital Structure

The notes are designated as general unsecured, subordinated obligations of Atlantic Union Bankshares. The filing explicitly states that the notes will rank junior to all existing and future senior indebtedness and to all general creditors of the company. Furthermore, the notes are effectively subordinated to all secured indebtedness to the extent of the value of collateral securing such indebtedness. This hierarchical positioning in the capital structure is material to potential investors, as it establishes the relative priority of repayment in stress scenarios.

The prospectus supplement emphasizes that the notes are structurally subordinated to all existing and future liabilities and obligations of Atlantic Union Bankshares' subsidiaries, particularly Atlantic Union Bank, the company's wholly-owned bank subsidiary. Depositors and creditors of the bank have priority over subordinated noteholders. The notes are obligations of the parent company only and will not be obligations of or guaranteed by any subsidiaries, including the bank. Investors should recognize that recovery in a default scenario would depend on the consolidated financial position of the entire holding company after all senior claims are satisfied.

Capital Treatment and Regulatory Classification

The filing indicates that the notes are intended to qualify as Tier 2 capital for regulatory capital purposes, subject to applicable banking regulations and Federal Reserve guidance. Tier 2 capital instruments serve as a supplementary layer of capital under Basel III and similar regulatory frameworks. The disclosure of a potential redemption trigger tied to loss of Tier 2 capital classification signals that regulatory capital treatment is a key consideration in the offering structure and that changes in banking regulations could affect the company's ability to maintain the instruments in that capital category.

The prospectus supplement notes that the company may redeem the notes in whole if a subsequent regulatory event occurs that could preclude recognition as Tier 2 capital. This language reflects the ongoing evolution of banking capital regulations and the possibility that future regulatory changes could alter the tax or capital treatment of subordinated debt instruments. Investors should review current Federal Reserve guidance and banking regulations regarding Tier 2 capital to assess the likely regulatory treatment under current conditions.

Market Conditions and Trading Availability

The filing discloses that there is currently no public trading market for the notes and that Atlantic Union Bankshares does not intend to list the notes on any securities exchange or to seek quotation on any quotation system. This absence of an active secondary market means that investors purchasing the notes at issuance may face limited liquidity options prior to maturity. The notes will be offered and issued in book-entry form only through the Depository Trust Company (DTC), which is the standard settlement infrastructure for institutional debt securities in the United States.

The prospectus supplement indicates that underwriters expect to deliver the notes in book-entry form against payment on a specific settlement date described as a certain business day following the pricing date, referenced as "T+" plus a specified number of days. The exact settlement date will be provided in the definitive prospectus supplement upon pricing. Investors should note that the preliminary nature of this filing means pricing details, including the offering price per note, underwriting discounts and commissions, and net proceeds to the company, remain subject to change and will be finalized based on market demand and conditions.

Underwriting and Distribution Structure

Keefe, Bruyette & Woods (a Stifel Company) and Piper Sandler are named as joint book-running managers for the offering. These firms will lead the underwriting syndicate and manage the book of investor orders. The prospectus supplement does not disclose the specific underwriting discount or commission percentages in the preliminary filing; these will be detailed in the definitive prospectus supplement. Investors should review the final prospectus supplement for complete information regarding compensation paid to underwriters and any conflicts of interest that may exist.

The underwriting structure is typical for investment-grade subordinated debt offerings by banking companies. The selection of Keefe, Bruyette & Woods and Piper Sandler, both prominent financial services underwriting firms with significant expertise in bank capital instruments, suggests the offering is being positioned for institutional and sophisticated investors with expertise in evaluating subordinated debt. The joint book-running arrangement indicates a collaborative distribution approach designed to broaden the investor base.

Use of Proceeds and Financial Impact

The prospectus supplement does not specify how Atlantic Union Bankshares intends to use the proceeds from this offering. The filing references a "Use of Proceeds" section but does not elaborate on specific allocation plans in the preliminary document provided. Investors should consult the definitive prospectus supplement for a detailed description of intended uses, which may include general corporate purposes, capital strengthening, debt repayment, or other business objectives. The prospectus supplement is dated as preliminary and "subject to completion," indicating material terms and descriptions remain to be finalized.

The offering size and terms will have financial reporting implications for Atlantic Union Bankshares, including impacts on the company's capital ratios, debt-to-equity metrics, and interest expense. As a subordinated instrument that qualifies as Tier 2 capital, the issuance will strengthen the company's regulatory capital position, which may provide additional capacity for lending or other strategic initiatives. The exact financial impact will depend on the principal amount raised and the interest rate, both of which remain preliminary at this stage.

Risk Factors and Investor Protections

The disclosure directs potential investors to review risk factors detailed on page S-8 of the prospectus supplement, page 5 of the accompanying prospectus, and Atlantic Union Bankshares' Annual Report on Form 10-K for the year ended December 31, 2025. Subordinated debt instruments carry inherent risks, including interest rate risk, credit risk, and liquidity risk. The conversion from fixed to floating interest rates introduces the risk that floating rates could move adversely for investors. The subordinated nature of the notes means they are subject to loss before senior creditors in bankruptcy or liquidation scenarios.

The prospectus supplement emphasizes that the notes are not savings accounts, deposits, or other obligations of any bank or non-bank subsidiary and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency, instrumentality, public or private insurer. This clarity is important for investors to understand that FDIC protections available to bank deposits do not extend to these subordinated debt instruments. Investors should review all risk disclosures carefully and consult their financial advisors regarding suitability.

Regulatory Approval and Filing Status

The filing explicitly states that no approval or disapproval from the Securities and Exchange Commission, Federal Deposit Insurance Corporation, Board of Governors of the Federal Reserve System, or any state or other securities commission has been obtained regarding the notes, and no agency has passed upon the adequacy or accuracy of the prospectus supplement or accompanying prospectus. The prospectus supplement is dated July 27, 2026, and is marked as "subject to completion," indicating it is preliminary and material terms remain to be finalized.

The offering is being made pursuant to Rule 424(b)(5) under the Securities Act of 1933, under Registration File No. 333-281290. This procedural framework allows for registration of debt securities and permits the company to offer these notes under an existing shelf registration statement. The filing reflects that Atlantic Union Bankshares must receive Federal Reserve Board approval for any redemption of the notes, demonstrating the heightened regulatory oversight applicable to capital instruments issued by bank holding companies. Final prospectus pricing and confirmation are expected to follow market conditions and investor demand.