Atlantic Union Bankshares Proposes Fixed-to-Floating Rate Subordinated Notes Offering Due 2036

Atlantic Union Bankshares Background and Market Position

Atlantic Union Bankshares Corporation is a Virginia-incorporated financial institution headquartered in Glen Allen, Virginia. The company operates as a regional banking organization with publicly traded equity and preferred securities on the New York Stock Exchange. Atlantic Union Bankshares maintains a diversified capital structure that includes common stock trading under ticker AUB and preferred depositary shares trading as AUB.PRA, reflecting its role as a significant regional banking institution in the mid-Atlantic financial services market.

The company's organizational structure and regulatory framework establish it as a bank holding company subject to comprehensive SEC oversight and disclosure requirements. Atlantic Union Bankshares' registration statements and periodic filings provide transparency into its capital composition, financial performance, and strategic initiatives. The July 27, 2026, announcement represents a specific capital management action within the company's broader operational and financial planning framework.

Details of the Proposed Subordinated Notes Offering

Atlantic Union Bankshares disclosed on July 27, 2026, that it is proposing to offer and sell a newly issued series of Fixed-to-Floating Rate Subordinated Notes due 2036. The subordinated debt structure indicates that the notes will carry subordination provisions, meaning they rank below senior debt in the company's capital structure but may rank above equity in claims on assets. The fixed-to-floating rate characteristic means the notes will carry a fixed interest rate for an initial period, then transition to a floating rate structure based on a specified benchmark before their 2036 maturity date.

The offering documentation is being conducted under the company's Form S-3ASR registration statement, which was originally filed with the Securities and Exchange Commission on August 6, 2024, under File No. 333-281290. Form S-3ASR status permits the company to conduct offerings of securities on an expedited basis, subject to SEC approval of the preliminary prospectus supplement filed July 27, 2026. The filing indicates that Atlantic Union Bankshares has already established the regulatory framework and disclosure infrastructure needed to bring these notes to market.

Registration Framework and SEC Compliance Structure

Atlantic Union Bankshares relied on an existing Form S-3ASR registration statement to support the subordinated notes offering announcement. The original registration statement was filed August 6, 2024, establishing a shelf registration under which the company could offer securities over an extended period subject to SEC rules governing automatic shelf registration statements. This regulatory structure enables efficient capital raising by allowing the company to issue new securities under a previously approved registration framework, subject to current prospectus supplements that disclose specific terms of each offering.

The July 27, 2026, preliminary prospectus supplement represents the operative disclosure document for this specific notes offering. By filing a preliminary prospectus supplement rather than requiring a completely new registration statement, Atlantic Union Bankshares utilized the efficiency of the shelf registration mechanism while ensuring that potential investors receive current and specific information about the notes being offered. The preliminary status of the prospectus supplement indicates that the offering terms remained subject to further refinement and SEC review prior to final pricing and distribution.

Investor Presentation and Management Communication Strategy

In connection with the proposed offering, Atlantic Union Bankshares made available an investor presentation prepared for use by members of the company's management during meetings with potential purchasers of the subordinated notes. The investor presentation was filed as Exhibit 99.1 to the July 27, 2026, Form 8-K current report and incorporated by reference into the disclosure. This document serves as a supplementary communication tool designed to facilitate dialogue between the company's management and institutional and individual investors evaluating potential investment in the subordinated notes.

The preparation and distribution of an investor presentation reflects standard capital markets practice for debt offerings of this magnitude and subordination level. By providing management with a standardized presentation deck, Atlantic Union Bankshares ensures consistent messaging regarding the notes' terms, the company's financial position, risk factors, and investment rationale across multiple investor meetings. The filing of the presentation with the SEC enhances transparency by making the material available to all market participants and regulatory agencies, ensuring that no substantive investor communication remains hidden from public view.

Capital Structure and Subordinated Debt Role

Subordinated notes represent an intermediate position in Atlantic Union Bankshares' capital hierarchy between senior debt and equity. The company's decision to issue subordinated debt rather than additional equity or senior borrowing reflects specific capital management objectives. Subordinated debt counts toward regulatory capital ratios used by banking regulators to assess financial stability, while imposing fixed obligations on the company's cash flows. The fixed-to-floating rate structure provides initial payment predictability while allowing the company to benefit from potential interest rate declines in later periods through the floating rate component.

For banking institutions like Atlantic Union Bankshares, subordinated debt serves multiple strategic purposes including capital augmentation, liability management, and financial engineering. The 2036 maturity date provides a ten-year funding horizon, offering the company medium-term capital stability. The subordination of these notes to senior debt obligations reflects regulatory capital requirements and standard market conventions for banking industry debt hierarchies. The subordinated classification affects both the risk profile and the expected yield to investors, with subordinated notes typically offering higher yields than senior debt issued by the same borrower.

Regulatory Capital Considerations for Banking Organizations

Banking institutions are subject to comprehensive regulatory capital requirements administered by the Federal Reserve, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and state banking authorities. Subordinated debt instruments may qualify as Tier 2 capital under Basel III regulatory frameworks adopted in the United States, supporting regulatory compliance with capital ratio requirements. The issuance of subordinated notes allows Atlantic Union Bankshares to strengthen its regulatory capital position while potentially distributing risk more efficiently across different classes of creditors and investors. Regulators monitor banking institutions' use of subordinated debt to ensure that capital structures remain sound and that financial stability is maintained throughout the organization.

The timing and sizing of subordinated debt offerings reflects management's assessment of current market conditions, prevailing interest rates, and the company's capital needs. Atlantic Union Bankshares' decision to proceed with the July 27, 2026, announcement suggests that management identified favorable market conditions for accessing the subordinated debt markets. The company's status as a publicly traded bank holding company with established SEC reporting infrastructure and New York Stock Exchange listings enhances its ability to access capital markets efficiently and at competitive pricing relative to smaller regional banking institutions.

Market Access and Debt Capital Strategy

The July 27, 2026, announcement demonstrates Atlantic Union Bankshares' continued ability to access capital markets and execute debt financing strategies. Established banking institutions with regular SEC reporting histories and NYSE listings typically enjoy favorable market access and lower borrowing costs compared to institutions with limited public market histories. The preliminary prospectus supplement filed July 27, 2026, represents the formal initiation of a capital raising process that would culminate in pricing, underwriter selection, and distribution of the subordinated notes to institutional and potentially retail investors.

The investor presentation prepared by management for distribution to potential purchasers indicates that Atlantic Union Bankshares anticipated multiple investor meetings and roadshow activities typical of significant corporate debt offerings. The filing of the presentation with the SEC reflects disclosure protocols requiring material investor communications to be made publicly available contemporaneously with or shortly after distribution to selected investor groups. This regulatory requirement ensures that all market participants have equivalent access to management communications regarding the company's financial position, strategic initiatives, and capital management objectives.

Filing and Disclosure Mechanics on July 27, 2026

Atlantic Union Bankshares filed a Form 8-K current report on July 27, 2026, disclosing the subordinated notes offering under Item 8.01 Other Events. The Form 8-K filing format is used by public companies to report material events that do not fall within other specified reporting categories. The use of Item 8.01 indicates that the company determined the offering announcement constituted a material event requiring prompt public disclosure under Securities Exchange Act rules. The current report was executed by Alexander D. Dodd, Executive Vice President and Chief Financial Officer, signing on behalf of the company.

The filing structure included exhibits documenting the investor presentation and iXBRL interactive data files required by SEC electronic filing rules. The current report references the preliminary prospectus supplement filed pursuant to the previously established Form S-3ASR registration statement, creating a structured disclosure package integrating the Form 8-K announcement, the preliminary prospectus supplement, and the investor presentation materials. This integrated disclosure approach provides investors with multiple layers of information regarding the proposed offering, from brief announcement details in the current report to comprehensive prospectus information in the preliminary prospectus supplement.

What Investors Should Monitor Regarding the Notes Offering

Investors evaluating potential investment in Atlantic Union Bankshares' proposed subordinated notes should monitor for the filing of the final prospectus supplement, which would include definitive terms including the fixed interest rate, the floating rate formula and benchmark, the coupon spread, and the expected pricing date. The transition from preliminary to final prospectus status indicates completion of SEC review and SEC determinations that the offering documentation complies with applicable securities laws. Investors should also track announcements regarding the underwriting syndicate selected to manage the offering, as underwriter identity and involvement can influence secondary market liquidity and trading characteristics.

The pricing and yield of the subordinated notes will reflect prevailing market conditions for financial institution debt, including general interest rate environments, credit market spreads for banking institutions, and specific investor assessment of Atlantic Union Bankshares' credit quality. Investors should consider how subordinated notes rank relative to the company's other outstanding debt obligations and how the new notes affect the overall capital structure. The filing of pricing information, final terms, and closing disclosures would provide definitive information regarding the actual economics of the subordinated notes offering and the expected timeline for completion of the transaction.