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What changed in Atlantic Union Bankshares Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Atlantic Union Bankshares Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+470 added−551 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Atlantic Union Bankshares Corp's 2025 10-K

470 paragraphs added · 551 removed · 329 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

78 edited+24 added−74 removed106 unchanged
Biggest changeThe rule became effective May 1, 2022. ​ Additionally, the enactment of the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”) in 2022, once rulemaking is complete, will require, among other things, covered entities to report significant cyber incidents, including ransomware attacks, to the Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 hours from the time the covered entity reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a ransomware attack).
Biggest changeA bank service provider must also notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially disrupted or degraded or is reasonably likely to materially disrupt or degrade covered services provided to such banking organization customers for four or more hours. ​ Additionally, the enactment of the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”) in 2022, once rulemaking is complete, will require, among other things, covered entities to report significant cyber incidents, including ransomware attacks, to the Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 hours from the time the covered entity reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a ransomware attack). ​ The Company and its nonbanking subsidiaries are also subject to rules and regulations issued by the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity.
In addition, Virginia law requires the prior approval of the Bureau of Financial Institutions, a division of the Bureau of Financial Institutions, a division of the Virginia State Corporation Commission for (i) the acquisition by a Virginia bank holding company of more than 5% of the voting shares of a Virginia bank or a Virginia bank holding company, or (ii) the acquisition by any other person of control of a Virginia bank holding company or a Virginia bank.
In addition, Virginia law requires the prior approval of the Bureau of Financial Institutions, a division of the Virginia State Corporation Commission for (i) the acquisition by a Virginia bank holding company of more than 5% of the voting shares of a Virginia bank or a Virginia bank holding company, or (ii) the acquisition by any other person of control of a Virginia bank holding company or a Virginia bank.
We are, or may in the future become, subject to a variety of complex and evolving laws, regulations, rules and standards at the federal, state and local levels regarding data privacy and cybersecurity.
Data Privacy and Cybersecurity. We are, or may in the future become, subject to a variety of complex and evolving laws, regulations, rules and standards at the federal, state and local levels regarding data privacy and cybersecurity.
Forward Sale Agreements On October 21, 2024, in connection with the execution of the merger agreement with respect to Sandy Spring, we entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”), relating to an aggregate of 9,859,155 shares of our common stock.
Forward Sale Agreements ​ On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, we entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”) relating to an aggregate of 9,859,155 shares of our common stock.
The rules permit an upward adjustment to an issuer’s debit card interchange fee of no more than one cent per transaction if the issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards.
These rules permit an upward adjustment to an issuer’s debit card interchange fee of no more than one cent per transaction if the issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards.
Our insurance affiliate, Union Insurance Group, LLC, is a wholly owned subsidiary of the Bank that operates under an agreement with Bankers Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association.
Our insurance affiliate, Union Insurance Group, LLC, is a wholly owned subsidiary of the Bank that operates under an agreement with Bearing Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association.
The guidance states that the following metrics may indicate a concentration of CRE loans, but that these metrics are neither limits nor a safe harbor: (1) total reported loans for construction, land development, and other land represent 100% or more of total risk-based capital; or (2) total reported loans secured by multi-family properties, nonfarm non-residential properties (excluding those that are owner-occupied), and loans for construction, land development, and other land represent 300% or more of total risk-based capital and the bank’s CRE loan portfolio has increased 50% or more during the prior 36 months Data Privacy and Cybersecurity.
The guidance states that the following metrics may indicate a concentration of CRE loans, but that these metrics are neither limits nor a safe harbor: (1) total reported loans for construction, land development, and other land represent 100% or more of total risk-based capital; or (2) total reported loans secured by multi-family properties, nonfarm non-residential properties (excluding those that are owner-occupied), and loans for construction, land development, and other land represent 300% or more of total risk-based capital and the bank’s CRE loan portfolio has increased 50% or more during the prior 36 months.
The table below indicates the year each of our predecessor community banks was formed, acquired by us, and merged into what is now Atlantic Union Bank. ​ ​ ​ ​ ​ ​ ​ ​ ​ Formed Acquired Merged Union Bank & Trust Company 1902 n/a 2010 Northern Neck State Bank 1909 1993 2010 King George State Bank 1974 1996 1999 Rappahannock National Bank 1902 1998 2010 Bay Community Bank 1999 de novo bank 2008 Guaranty Bank 1981 2004 2004 Prosperity Bank & Trust Company 1986 2006 2008 First Market Bank, FSB 2000 2010 2010 StellarOne Bank 1994 2014 2014 Xenith Bank 1987 2018 2018 Access National Bank 1999 2019 2019 American National Bank and Trust Company ​ 1909 ​ 2024 ​ 2024 ​ Principal Products and Services We are a full-service bank offering consumers and businesses a wide range of banking and related financial services, including checking, savings, certificates of deposit, and other depository services, as well as loans for commercial, industrial, residential mortgage, and consumer purposes.
The table below indicates the year each of our predecessor community banks was formed, acquired by us, and merged into what is now Atlantic Union Bank. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Formed ​ ​ ​ Acquired ​ ​ ​ Merged Union Bank & Trust Company 1902 n/a 2010 Northern Neck State Bank 1909 1993 2010 King George State Bank 1974 1996 1999 Rappahannock National Bank 1902 1998 2010 Guaranty Bank 1981 2004 2004 Prosperity Bank & Trust Company 1986 2006 2008 Bay Community Bank 1999 de novo bank 2008 First Market Bank, FSB 2000 2010 2010 StellarOne Bank 1994 2014 2014 Xenith Bank 1987 2018 2018 Access National Bank 1999 2019 2019 American National Bank and Trust Company ​ 1909 ​ 2024 ​ 2024 Sandy Spring Bank ​ 1868 ​ 2025 ​ 2025 ​ Principal Products and Services We are a full-service bank offering consumers and businesses a wide range of banking and related financial services, including checking, savings, certificates of deposit, and other depository services, as well as loans for CRE, commercial, industrial, residential mortgage, and consumer purposes.
Federal Reserve policy provides that bank holding companies, such as the Company, should generally pay dividends to shareholders only if (i) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention appears consistent with the 15 Table of Contents organization’s capital needs, asset quality and overall financial condition; and (iii) the organization will continue to meet minimum capital adequacy ratios.
Federal Reserve policy provides that bank holding companies, such as the Company, should generally pay dividends to shareholders only if (i) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition; and (iii) the organization will continue to meet minimum capital adequacy ratios.
Banks and other covered financial institutions are required to integrate their customer due diligence policies, procedures and process within their broader AML/CFT compliance programs. 19 Table of Contents The Anti-Money Laundering Act of 2020, enacted on January 1, 2021 as part of the National Defense Authorization Act (“AMLA”), amends the Bank Secrecy Act but does not directly impose new requirements on banks.
Banks and other covered financial institutions are required to integrate their customer due diligence policies, procedures and process within their broader AML/CFT compliance programs. The Anti-Money Laundering Act of 2020, enacted on January 1, 2021 as part of the National Defense Authorization Act (“AMLA”), amends the Bank Secrecy Act but does not directly impose new requirements on banks.
To meet the mortgage credit needs of a broader customer base, we are predominantly an originator of mortgages that are intended to comply with the ability-to-pay requirements. 21 Table of Contents Real Estate Lending Standards and Guidance. The federal banking agencies have adopted uniform regulations setting forth standards for extensions of credit that are secured by real estate.
To meet the mortgage credit needs of a broader customer base, we are predominantly an originator of mortgages that are intended to comply with the ability-to-pay requirements. Real Estate Lending Standards and Guidance. The federal banking agencies have adopted uniform regulations setting forth standards for extensions of credit that are secured by real estate.
For example, the federal bank regulatory agencies expect financial institutions to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer credentials and also 22 Table of Contents expect financial institutions to maintain sufficient business continuity planning processes to ensure rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack.
For example, the federal bank regulatory agencies expect financial institutions to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer credentials and also expect financial institutions to maintain sufficient business continuity planning processes to ensure rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack.
These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions. The Bank met the definition of being “well capitalized” as of December 31, 2024.
These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions. The Bank met the definition of being “well capitalized” as of December 31, 2025.
The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities with at least $1 billion in total consolidated assets, that encourage inappropriate risks by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits that could lead to material financial loss 23 Table of Contents to the entity.
The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities with at least $1 billion in total consolidated assets, that encourage inappropriate risks by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity.
Charitable donations, small business lending, volunteerism, teaching financial literacy and promoting service within our communities are some of the ways we give back. ​ 10 Table of Contents Compensation and Benefits ​ Our compensation programs are designed to attract, retain, and motivate high performing talent and provide market aligned pay programs in support of our business strategies.
Charitable donations, small business lending, volunteerism, teaching financial literacy and promoting service within our communities are some of the ways we give back. ​ Compensation and Benefits ​ Our compensation programs are designed to attract, retain, and motivate high performing talent and provide market aligned pay programs in support of our business strategies.
Data privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards being frequently adopted and potentially subject to divergent interpretation or application in a manner that may create inconsistent or conflicting requirements for businesses.
Data privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards being frequently adopted and potentially subject to divergent interpretation or 19 Table of Contents application in a manner that may create inconsistent or conflicting requirements for businesses.
The information contained on our website is not a part of this Form 10-K, nor incorporated by reference into this Form 10-K or of any other filing with the SEC. Our SEC filings are also available at no cost through the SEC’s website at http://www.sec.gov .
The information contained on our website is not a part of this Form 10-K, nor incorporated by reference into this Form 10-K or of any other filing with the SEC. Our SEC filings are also available at no cost through the SEC’s website at http://www.sec.gov . 21 Table of Contents
With respect to “adequately capitalized” institutions, such banks cannot normally pay dividends or make any capital contributions that would leave it undercapitalized, they cannot pay a management fee to a controlling person if, after paying the fee, it would be undercapitalized, and they cannot accept, renew, or roll over any brokered deposit unless the bank has applied for and been granted a waiver by the FDIC.
With respect to “adequately capitalized” institutions, such banks cannot normally pay dividends or make any capital contributions that would leave it undercapitalized, they cannot pay a management fee to a controlling person if, after paying the fee, it would be undercapitalized, and they 16 Table of Contents cannot accept, renew, or roll over any brokered deposit unless the bank has applied for and been granted a waiver by the FDIC.
Many of these non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks, which may allow them to offer greater lending limits and certain products and services that we do not provide.
Many of these non-bank competitors are not subject to the same extensive federal regulations that govern bank 11 Table of Contents holding companies and federally insured banks, which may allow them to offer greater lending limits and certain products and services that we do not provide.
These discretionary supervisory actions include: (i) requiring the institution to raise additional capital; (ii) restricting transactions with affiliates; (iii) requiring 18 Table of Contents divestiture of the institution or the sale of the institution to a willing purchaser; and (iv) any other supervisory action that the agency deems appropriate.
These discretionary supervisory actions include: (i) requiring the institution to raise additional capital; (ii) restricting transactions with affiliates; (iii) requiring divestiture of the institution or the sale of the institution to a willing purchaser; and (iv) any other supervisory action that the agency deems appropriate.
In an effort to increase transparency in the U.S. financial system and prevent shell entities from being used to launder money or hide assets, AMLA includes the Corporate Transparency Act (the “CTA”), which requires the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) to, among other things, establish a national beneficial ownership information registry.
In an effort to increase transparency in the U.S. financial system and prevent shell entities from being used to launder money or hide assets, AMLA includes the Corporate Transparency Act (the “CTA”), which requires the U.S. Treasury Department’s 17 Table of Contents Financial Crimes Enforcement Network (“FinCEN”) to, among other things, establish a national beneficial ownership information registry.
Union Insurance Group generates revenue through the sale of various insurance products through Bankers Insurance LLC, including long-term care insurance and business owner policies. Deposit Products and Treasury Services. Our primary source of funds for our lending and investment activities are our deposit products.
Union Insurance Group generates revenue through the sale of various insurance products through Bearing Insurance LLC, including long-term care insurance and business owner policies. Deposit Products and Treasury Management Services. Our primary source of funds for our lending and investment activities are our deposit products.
Banking 16 Table of Contents institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
As of December 31, 2024, the Company and the Bank were well above minimum requirements and requirements for “well capitalized” status, as applicable.
As of December 31, 2025, the Company and the Bank were well above minimum requirements and requirements for “well capitalized” status, as applicable.
In September 2022, FinCEN issued the final Beneficial Ownership Information Reporting Requirements rule (the “BOI Reporting Rule”), which, effective January 1, 2024, requires certain “reporting companies” to file beneficial ownership information reports with FinCEN that will be stored in the national beneficial ownership registry and will detail the reporting company’s beneficial owners.
In September 2022, FinCEN issued the final Beneficial Ownership Information Reporting Requirements rule (the “BOI Reporting Rule”), which, requires certain “reporting companies” to file beneficial ownership information reports with FinCEN that will be stored in the national beneficial ownership registry and will detail the reporting company’s beneficial owners.
We provide both commercial and consumer customers a diverse array of deposit products, including checking accounts, savings accounts, and certificates of deposit, among others. Our deposits are primarily made to customers based in Virginia and portions of Maryland and North Carolina.
We provide both commercial and consumer customers a diverse array of deposit products, including checking accounts, savings accounts, and certificates of deposit, among others. Our deposits are primarily made to customers based in Virginia, Maryland, Washington, D.C., and North Carolina.
We are committed to cultivating an inclusive and welcoming workplace where teammate and customer perspectives are valued and respected. We also seek to foster a culture of giving back to the communities where our customers live, work, and play.
We are committed to cultivating an inclusive and welcoming workplace where teammate and customer perspectives are valued and respected. We seek to foster a culture of giving back to the communities where our customers live, work, and 10 Table of Contents play.
Many states have also implemented, or are considering implementing, comprehensive data privacy and cybersecurity laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the Virginia Consumer Data Protection Act (“VCDPA”).
Many states have also implemented, or are considering implementing, comprehensive data privacy and cybersecurity laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the Virginia Consumer Data Protection 20 Table of Contents Act (“VCDPA”).
If we fail to meet the expectations set forth in this regulatory guidance, we could be subject to various regulatory actions and any remediation efforts may require us to devote significant resources. ​ The federal bank regulatory agencies issued a final rule to improve the sharing of information about cyber incidents that may affect the U.S. banking system.
If we fail to meet the expectations set forth in this regulatory guidance, we could be subject to various regulatory actions and any remediation efforts may require us to devote significant resources. ​ The federal bank regulatory agencies also adopted rules to improve the sharing of information about cyber incidents that may affect the U.S. banking system.
Our Wholesale Banking segment provides loan, leasing, and deposit services, as well as treasury management and capital market services to our wholesale customers primarily throughout Virginia, Maryland, North Carolina, and South Carolina. These customers include CRE and commercial and industrial customers. This segment also includes our equipment finance subsidiary, which has nationwide exposure.
Our Wholesale Banking segment provides loan, leasing, deposit services, treasury management, and capital market services to our wholesale customers throughout Virginia, Maryland, Washington, D.C., North Carolina, and South Carolina. These customers include CRE and commercial and industrial customers. This segment also includes our equipment finance subsidiary, which has nationwide exposure.
Under the final rules, which are applicable to financial institutions that have assets of $10 billion or more, the maximum permissible interchange fee is equal to the sum of 21 cents plus 5 bps of the transaction value for many types of debit interchange transactions.
Under final rules of the Federal Reserve, which are applicable to financial institutions that have assets of $10 billion or more, the maximum permissible interchange fee is equal to the sum of 21 cents plus 0.05% of the transaction value for many types of debit interchange transactions.
None of our teammates are represented by a union or covered under a collective bargaining agreement. ​ As of December 31, 2024, the average tenure of our teammates was 7.5 years. ​ Our Workplace Culture ​ We seek to be recognized as the premier Mid-Atlantic Bank – a high performing company that makes banking easy by providing competitive banking solutions, a highly differentiated customer and teammate experience and a great place to work.
None of our teammates are represented by a union or covered under a collective bargaining agreement. ​ Our Workplace Culture ​ We seek to be recognized as the premier Mid-Atlantic Bank – a high performing company that makes banking easy by providing competitive banking solutions, a highly differentiated customer and teammate experience and a great place to work.
On October 21, 2024, the underwriters exercised in full their option to purchase the additional 1,478,873 shares of our common stock pursuant to the underwriting agreement and, in connection therewith, we entered into an additional forward sale agreement with the Forward Purchaser relating to 1,478,873 shares of our common stock, on terms 7 Table of Contents substantially similar to those contained in the initial forward sale agreement (such additional forward sale agreement together with the initial forward sale agreement, the “Forward Sale Agreements”).
On October 21, 2024, the underwriters exercised in full their option to purchase the additional 1,478,873 shares of our common stock pursuant to the underwriting agreement and, in connection therewith, we entered into an additional forward sale agreement with the Forward Purchaser relating to 1,478,873 shares of our common stock, on terms substantially similar to those contained in the initial forward sale agreement (such additional forward sale agreement together with the initial forward sale agreement, the “Forward Sale Agreements”). 7 Table of Contents On April 1, 2025, we physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of our common stock to the Forward Purchaser.
We have a history of growing through both organic growth and strategic acquisitions, particularly with our four most recent acquisitions—StellarOne Corporation in 2014, Xenith Bankshares, Inc. in 2018, Access National Corporation in 2019, and American National in 2024—which allowed us to meaningfully increase our asset size, enhance our scale and expand our footprint throughout Virginia and into portions of Maryland and North Carolina.
We have a history of growing through both organic growth and strategic acquisitions, particularly with our five most recent acquisitions—StellarOne Corporation in 2014, Xenith Bankshares, Inc. in 2018, Access National Corporation in 2019, American National in 2024, and Sandy Spring in 2025—which allowed us to meaningfully increase our asset size, enhance our scale and expand our footprint in Virginia, Maryland, Washington, D.C., and North Carolina.
We cannot currently predict the nature and timing of future developments that may potentially impact CFPB rules and proposals. ​ Mortgage Banking Regulation.
We cannot currently predict the nature and timing of future developments that may potentially impact CFPB rules, proposals, enforcement and supervision. 18 Table of Contents ​ Mortgage Banking Regulation.
The capital ratios for the Company and the Bank as of December 31, 2024 are set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ Plus Capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Regulatory ​ ​ Conservation ​ ​ Well-Capitalized ​ ​ ​ ​ ​ ​ Capital Ratio ​ Buffer ​ Minimums (1) ​ Actual ​ ​ Common Equity Tier 1 Capital Ratio ​ ​ ​ ​ ​ Consolidated ​ 4.50 % ​ 7.00 % ​ NA ​ ​ 9.96 % ​ Atlantic Union Bank ​ 4.50 % ​ 7.00 % ​ 6.50 % ​ 12.44 % ​ Tier 1 Risk-Based Capital Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 6.00 % ​ 8.50 % ​ 6.00 % ​ 10.76 % ​ Atlantic Union Bank ​ 6.00 % ​ 8.50 % ​ 8.00 % ​ 12.44 % ​ Total Risk-Based Capital Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 8.00 % ​ 10.50 % ​ 10.00 % ​ 13.61 % ​ Atlantic Union Bank ​ 8.00 % ​ 10.50 % ​ 10.00 % ​ 13.30 % ​ Tier 1 Leverage Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 4.00 % ​ NA ​ ​ NA ​ ​ 9.29 % ​ Atlantic Union Bank ​ 4.00 % ​ NA ​ ​ 5.00 % ​ 10.74 % ​ (1) Reflects the well-capitalized standard applicable to the Bank and the well-capitalized standard applicable to the Company under the Federal Reserve Board’s Regulation Y.
The capital ratios for the Company and the Bank as of December 31, 2025 are set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ Plus Capital ​ ​ ​ ​ ​ ​ ​ ​ ​ Regulatory ​ ​ Conservation ​ ​ Well-Capitalized ​ ​ ​ ​ ​ ​ ​ ​ Capital Ratio ​ ​ ​ ​ Buffer ​ ​ ​ ​ Minimums (1) ​ ​ ​ ​ Actual ​ Common Equity Tier 1 Capital Ratio ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 4.50 % ​ 7.00 % ​ NA ​ ​ 10.10 % Atlantic Union Bank ​ 4.50 % ​ 7.00 % ​ 6.50 % ​ 13.02 % Tier 1 Risk-Based Capital Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 6.00 % ​ 8.50 % ​ 6.00 % ​ 10.64 % Atlantic Union Bank ​ 6.00 % ​ 8.50 % ​ 8.00 % ​ 13.02 % Total Risk-Based Capital Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 8.00 % ​ 10.50 % ​ 10.00 % ​ 13.90 % Atlantic Union Bank ​ 8.00 % ​ 10.50 % ​ 10.00 % ​ 13.98 % Tier 1 Leverage Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ 4.00 % ​ NA ​ ​ NA ​ ​ 9.10 % Atlantic Union Bank ​ 4.00 % ​ NA ​ ​ 5.00 % ​ 11.13 % (1) Reflects the well-capitalized standard applicable to the Bank and the well-capitalized standard applicable to the Company under the Federal Reserve Board’s Regulation Y.
The Federal Reserve’s regulatory capital rules also provide that the Company’s trust preferred securities qualify as Tier 2 capital. The Company has $170.5 million of trust preferred securities outstanding and approximately $24.6 billion in assets as of December 31, 2024.
The Federal Reserve’s regulatory capital rules also provide that the Company’s trust preferred securities qualify as Tier 2 capital. As of December 31, 2025, the Company has $171.6 million of trust preferred securities outstanding and $37.6 billion in assets.
To facilitate talent attraction and retention, we strive to create an inclusive, safe, and healthy workplace, that provides opportunities for our teammates to grow and develop in their careers, supported by strong compensation, benefits, health and welfare programs. ​ Employee Profile ​ As of December 31, 2024, we had 2,125 full-time equivalent employees (who we refer to as “teammates”).
To facilitate talent attraction and retention, we strive to create an inclusive, safe, and healthy workplace, that provides opportunities for our teammates to grow and develop in their careers, supported by strong compensation, benefits, health and welfare programs. ​ Employee Profile ​ As of December 31, 2025, we had 3,064 full-time equivalent employees (who we refer to as “teammates”), and the average tenure of our teammates was 7.4 years.
We are headquartered in Richmond, Virginia and provide a wide range of financial services and products to commercial and retail clients through our wholly owned subsidiary bank, Atlantic Union Bank, a Federal Reserve member bank charted under the laws of the Commonwealth of Virginia. ​ The Bank is headquartered in Richmond, Virginia and, as of December 31, 2024, operated 129 branches located throughout Virginia and portions of Maryland and North Carolina.
We are headquartered in Richmond, Virginia and provide a wide range of financial services and products to commercial and retail clients through our wholly owned subsidiary bank, Atlantic Union Bank, a Federal Reserve member bank charted under the laws of the Commonwealth of Virginia. ​ The Bank is headquartered in Richmond, Virginia and operates branches and ATMs located in Virginia, Maryland, Washington, D.C., and North Carolina.
Our deposit market share in Virginia was 6.4% of total bank deposits as of June 30, 2024, based on FDIC deposit data, making us the largest regional bank headquartered in Virginia at that time. ECONOMY The economies in our market areas are diverse and include local and federal government, military, agriculture, and manufacturing.
Our deposit market share in Maryland was 4.8% of total bank deposits as of June 30, 2025, based on FDIC deposit data, contributing to make us the largest regional bank headquartered in the lower mid-Atlantic at that time. ECONOMY The economies in our market areas are diverse and include local and federal government, military, agriculture, and manufacturing.
The Federal Reserve has adopted capital requirements and calculations of risk-weighted assets to implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act.
The Federal Reserve has adopted capital requirements and calculations of risk-weighted assets to implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).
For the years ended December 31, 2024, 2023, and 2022, we incurred deposit insurance assessment expenses of $18.3 million, $18.0 million, and $8.3 million, respectively.
For the years ended December 31, 2025, 2024, and 2023, we incurred deposit insurance assessment expenses of $27.5 million, $18.3 million, and $18.0 million, respectively. Transactions with Affiliates .
Our compensation programs are tied to both individual and corporate performances. In addition, we use the services of compensation consultants to advise us on compensation practices and to regularly benchmark our compensation and benefits program against our peers. Our compensation policies and procedures are designed to seek to ensure proper governance and acceptable levels of risk.
Our compensation programs are tied to both individual and corporate performances. In addition, we use the services of compensation consultants to advise us on compensation practices and to regularly benchmark our compensation and benefits programs against our peers.
The Company is registered as a bank holding company with the Federal Reserve under the BHCA and has elected to be a financial holding company. As a financial holding company, we are subject to comprehensive regulation, examination and supervision by the Federal Reserve and are subject to its regulatory reporting requirements.
The Company General . The Company is registered as a bank holding company with the Federal Reserve under the BHCA and has elected to be a financial holding company. As a result, we are subject to comprehensive regulation, examination and supervision by the Federal Reserve, as well as restrictions and qualifications on permissible activities.
We have a performance development program that encourages teammate development through informal mentoring and ongoing conversations with their supervisors to seek to align our business objectives with our teammates’ personal development and career aspirations. Our performance development program is very important to delivering business results and helps gain greater alignment between strategic goals and individual goals.
We have a performance development program that encourages teammate development through informal mentoring and ongoing conversations with their supervisors to seek to align our business objectives with our teammates’ personal development and career aspirations.
The following description describes certain aspects of those regulations that are material to us and is not a complete description of all regulations, or aspects of those regulations, that affect us.
SUPERVISION AND REGULATION We are extensively regulated and supervised under both federal and state laws. The following description describes certain aspects of those regulations that are material to us and is not a complete description of all regulations, or aspects of those regulations, that affect us.
In addition to laws and regulations, bank regulatory agencies may issue policy statements, interpretive letters, and similar written guidance applicable to us. A change in applicable laws, regulations, or regulatory guidance, or in the manner such laws, regulations or regulatory guidance are interpreted by regulatory agencies or courts, may have a material adverse effect on our business, operations, and earnings.
A change in applicable laws, regulations, or regulatory guidance, in the manner such laws, regulations or regulatory guidance are interpreted by regulatory agencies or courts, or in the supervisory environment generally, may have a material adverse effect on our business, operations, and earnings.
The rule requires a banking organization to notify its primary federal regulator of any significant “computer-security incident” as soon as possible and no later than 36 hours after the banking organization determines that a notification incident has occurred.
A banking organization must notify its primary federal regulator of certain significant “computer-security incidents” that may pose a threat to the stability of the U.S. financial sector as soon as possible and no later than 36 hours after the banking organization determines that a notification incident has occurred.
Equipment Finance. We provide equipment financing to commercial and corporate customers nationwide through Atlantic Union Equipment Finance, Inc., a wholly owned subsidiary of the Bank. Atlantic Union Equipment Finance provides financing for a wide array of equipment types, including marine, tractors, trailers, buses, construction, manufacturing, and medical. Wealth Management, Trust and Insurance .
Atlantic Union Equipment Finance provides financing for a wide array of equipment types, including marine, tractors, trailers, buses, construction, manufacturing, and medical. Wealth Management, Trust and Insurance .
These guidelines establish general standards relating to capital management, internal controls and information systems, internal audit systems, information systems, data security, loan documentation, credit underwriting, interest rate exposure and risk management, vendor management, corporate governance, asset growth and compensation, fees, and benefits.
Under the Federal Deposit Insurance Act, the federal bank regulatory agencies have adopted guidelines prescribing safety and soundness standards relating to capital management, internal controls and information systems, internal audit systems, information systems, data security, loan documentation, credit underwriting, interest rate exposure and risk management, vendor management, corporate governance, asset growth and compensation, fees, and benefits.
Through Atlantic Union Financial Consultants, LLC, we offer brokerage services and execute securities transactions through Raymond James Financial Services, Inc., an independent broker dealer.
Through Atlantic Union Financial Consultants, LLC, we offer brokerage services and execute securities transactions through Raymond James Financial Services, Inc., an independent broker dealer. In addition, we offer wealth management services through our registered independent advisors, SSB Wealth Management Inc. (Rembert Pendleton Jackson) and West Financial Services, Inc.
Under the Federal Deposit Insurance Act, insured depository institutions such as the Bank, are prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would become “undercapitalized” (as such term is used in the statute).
The payment of dividends or the repurchase of outstanding capital stock, depending on the financial condition of the Bank, or the Company, could be deemed to constitute such an unsafe or unsound practice. 14 Table of Contents Under the Federal Deposit Insurance Act, insured depository institutions such as the Bank, are prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would become “undercapitalized” (as such term is used in the statute).
The Federal Reserve’s final rules prescribe a standardized approach for risk weightings for a risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset classes.
Banking organizations that have experienced internal growth or made acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. 15 Table of Contents The Federal Reserve’s final rules prescribe a standardized approach for risk weightings for a risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset classes.
Our merger and acquisition strategy has focused on institutions that are a strong cultural fit and that are consistent with our philosophy of soundness, profitability, and growth. 9 Table of Contents We expect to continue to assess future strategic opportunities based on market and other conditions, applying a number of criteria, including transactions that: ​ ● enhance our footprint, allowing for cost savings and economies of scale, or allow us to expand into contiguous markets, or that otherwise may be strategically compelling (such as transactions that diversify our revenue streams) or add attractive business lines, products, services or technological capabilities; ● meet our financial criteria; and ● are consistent with our risk appetite. ​ These transactions may include whole bank and non-bank mergers and acquisitions, minority investments, or strategic partner equity investments. ​ HUMAN CAPITAL RESOURCES We continuously seek to balance our commitments to our key stakeholders: our teammates, customers, shareholders, regulators, and communities.
We may continue to assess future strategic opportunities based on market and other conditions, applying a number of criteria, including transactions that: ​ ● enhance our footprint, allowing for cost savings and economies of scale, or allow us to expand into contiguous markets, or that otherwise may be strategically compelling (such as transactions that diversify our revenue streams) or add attractive business lines, products, services or technological capabilities; ● meet our financial criteria; and ● are consistent with our risk appetite.
To the extent statutory or regulatory provisions or proposals are described in this Form 10-K, the description is qualified in its entirety by reference to the statutory or regulatory provisions or proposals.
To the extent statutory or regulatory provisions or proposals are described in this Form 10-K, the description is qualified in its entirety by reference to the statutory or regulatory provisions or proposals. Proposals to change the laws, regulations, and policies governing the banking industry are frequently raised at both the state and federal levels.
Consumers also have the option to direct banks and other financial institutions not to share certain information about transactions and experiences with affiliated companies for the purpose of marketing products or services.
Consumers also have the option to direct banks and other financial institutions not to share certain information about transactions and experiences with affiliated companies for the purpose of marketing products or services. ​ Additionally, the federal bank regulatory agencies have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of a financial institution’s board of directors.
We cannot currently predict the nature and timing of future developments that may potentially impact the final CRA rule. FHLB. The Bank is a member of the FHLB of Atlanta, which is one of 12 regional Federal Home Loan Banks that provide funding to their members for making housing loans as well as for affordable housing and community development loans.
The Bank received a “satisfactory” CRA rating in its most recent examination. FHLB. The Bank is a member of the FHLB of Atlanta, which is one of 11 regional Federal Home Loan Banks that provide funding to their members for making housing loans as well as for affordable housing and community development loans.
We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both as administered by the SEC, as well as the rules of the NYSE that apply to companies with securities listed on the NYSE. 13 Table of Contents The Company General .
Supervision, regulation, and examination of banks by regulatory agencies are 12 Table of Contents intended primarily for the protection of depositors and customers, the Deposit Insurance Fund and the U.S. banking and financial system rather than shareholders. ​ We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both as administered by the SEC, as well as the rules of the NYSE that apply to companies with securities listed on the NYSE.
Our mortgage unit, Atlantic Union Home Loans, originates the majority of our residential mortgage loans to borrowers within our branch footprint, largely with the intent to sell such loans into the secondary mortgage markets. We also originate certain mortgage loans to our customers outside our branch footprint with the intent to sell such loans into the secondary mortgage markets.
Our mortgage unit, Atlantic Union Home Loans, originates the majority of our residential mortgage loans to borrowers within our branch footprint, largely with the intent to sell such loans into the secondary mortgage markets. Equipment Finance. We provide equipment financing to commercial and corporate customers nationwide, primarily through Atlantic Union Equipment Finance, Inc., a wholly owned subsidiary of the Bank.
Effect of Governmental Monetary Policies Our operations are affected not only by general economic conditions but also by the policies of various regulatory authorities. In particular, the Federal Reserve uses monetary policy tools to impact money market and credit market conditions and interest rates to influence general economic conditions.
In particular, the Federal Reserve uses monetary policy tools to impact money market and credit market conditions and interest rates to influence general economic conditions.
Our wealth management business also resides in the Wholesale Banking segment. Our Consumer Banking segment provides loan and deposit services to consumers and small businesses throughout Virginia, Maryland, and North Carolina. Consumer Banking includes our home loan division and our investment management and advisory services businesses.
Our wealth management business also resides in the Wholesale Banking segment, which provides a wide variety of financial planning, wealth management and trust services to individuals and corporations. Our Consumer Banking segment provides loan and deposit services and retail brokerage services to consumers and small businesses throughout Virginia, Maryland, Washington, D.C. and North Carolina.
Acquisitions of the Company’s voting stock above certain thresholds are subject to prior regulatory notice or approval under federal banking laws, including the BHCA and the Change in Bank Control Act of 1978, as amended (the “CIBCA”).
In determining whether to approve a proposed bank acquisition, the Federal Reserve will consider public or private interests that may not be aligned with those of the Company’s shareholders or non-deposit creditors. 13 Table of Contents Acquisitions of the Company’s voting stock above certain thresholds are subject to prior regulatory notice or approval under federal banking laws, including the BHCA and the Change in Bank Control Act of 1978, as amended (the “CIBCA”).
The ability of our borrowers to honor their loan contracts is dependent on the real estate market and general economic conditions in those markets, as well as other factors. The majority of our commercial real estate and industrial loans are made to customers in Virginia, Maryland, North Carolina, and South Carolina. Mortgage Banking.
A substantial portion of our loan portfolio is represented by commercial and residential real estate loans (including acquisition and development loans and residential construction loans). The ability of our borrowers to honor their loan contracts is dependent on the real estate market and general economic conditions in those markets, as well as other factors.
In late 2024, the Federal Reserve’s interest rate policy shifted as inflationary pressure began to ease and economic growth moderated.
Our operations are affected not only by general economic conditions but also by the policies of various regulatory authorities. In late 2024, the Federal Reserve’s interest rate policy shifted as inflationary pressure began to ease and economic growth moderated.
Our culture is defined by our purpose to enrich the lives of the people and the communities we serve. Our core values guide our actions to further this purpose and shape how we come together to meet our various stakeholder needs and expectations.
Our culture is defined by our purpose to enrich the lives of the people and the communities we serve. ​ Our core values guide our actions to further this purpose, serve as the foundation for how we behave and operate as an organization and will influence our future success. Our core values include being: ​ ● Caring.
In addition, for a depository institution to be considered “well capitalized” under the regulatory framework for Prompt Corrective Action, its Tier 1 leverage ratio must be at least 5.0%. Banking organizations that have experienced internal growth or made acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets.
In addition, for a depository institution to be considered “well capitalized” under the regulatory framework for Prompt Corrective Action, its Tier 1 leverage ratio must be at least 5.0%.
A federal court has suspended enforcement of the BOI Reporting Rule pending ongoing litigation regarding the constitutionality of the CTA and, thus, it is not clear what impact the CTA and BOI Reporting Rule will have on the Bank. The U.S.
Given the potential of new regulations from FinCEN, as well as ongoing litigation with respect to the CTA, it is not clear what impact the CTA and BOI Reporting Rule will have on the Bank. The U.S.
The regulations could reduce the fees that we receive, alter the way we provide our products and services or expose us to greater risk of private litigation or regulatory enforcement action. ​ 20 Table of Contents For example, the CFPB has, among other things, issued final rules as part of an initiative to reduce the amounts and types of fees financial institutions may charge.
The regulations could reduce the fees that we receive, alter the way we provide our products and services or expose us to greater risk of private litigation or regulatory enforcement action. ​ The current leadership of the CFPB has indicated intentions to rescind or revise many regulations, as well as to narrow its enforcement and supervision.
We strive to provide a differentiated customer experience that is authentically human and digital forward. Lending Activities. Our loan portfolio consists primarily of commercial, industrial, residential mortgage, and consumer loans. A substantial portion of our loan portfolio is represented by commercial and residential real estate loans (including 8 Table of Contents acquisition and development loans and residential construction loans).
Our customers have access to our products and services in person via our full-service branches and ATMs, and virtually through our mobile and internet banking services. We strive to provide a differentiated customer experience that is authentically human and digital forward. Lending Activities. Our loan portfolio consists primarily of CRE, commercial, industrial, residential mortgage, and consumer loans.
EXPANSION AND STRATEGIC ACQUISITIONS AND INVESTMENTS We have expanded our market area and increased our market share through a combination of organic growth (internal growth and de novo expansion) and strategic mergers and acquisitions. To date, our strategic acquisitions have included whole bank acquisitions, branch and deposit acquisitions, purchases of existing branches from other banks, and registered investment advisory firms.
Consumer Banking includes our home loan division and our investment management and advisory services businesses. 9 Table of Contents EXPANSION AND STRATEGIC ACQUISITIONS AND INVESTMENTS We have expanded our market area and increased our market share through a combination of organic growth (internal growth and de novo expansion) and strategic mergers and acquisitions.
In addition, we provide our customers a suite of products and services including, among others, credit cards (through an arrangement with Elan Financial Services), treasury management services, and capital market services. SEGMENTS We operate through two reportable operating segments: Wholesale Banking and Consumer Banking, with corporate support functions such as corporate treasury and others included in Corporate Other.
Capital market services generate income through fees and customer-related spreads and are typically provided in connection with lending. SEGMENTS We operate through two reportable operating segments: Wholesale Banking and Consumer Banking, with corporate support functions, such as corporate treasury functions and others, included in Corporate Other.
We cannot predict whether any such legislation or regulation will be enacted or implemented, and, if so, the effect that it would have on our financial condition or results of operations. For example, in January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective February 28, 2025.
We cannot predict whether any such legislation or regulation will be enacted or implemented, and, if so, the effect that it would have on our financial condition or results of operations. Effect of Governmental Monetary Policies Our operations are affected not only by general economic conditions but also by the policies of various regulatory authorities.
Refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Capital Resources” of this Form 10-K for information regarding the impact of this final rule on the Company’s regulatory capital. Deposit Insurance. The Bank’s deposits are insured by the FDIC in the standard insurance amount of $250,000 per depositor for each account ownership type.
Deposit Insurance. The Bank’s deposits are insured by the FDIC in the standard insurance amount of $250,000 per depositor for each account ownership type.
In addition, our non-bank financial services affiliates include Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products. ​ At December 31, 2024, we had $24.6 billion in assets, $18.5 billion in LHFI (net of deferred fees and costs), $20.4 billion in deposits, and $3.1 billion in stockholders’ equity. ​ Recent Developments ​ Acquisition of American National Bankshares Inc. ​ On April 1, 2024, we completed our merger with American National, the holding company for American National Bank and Trust Company.
In addition, our non-bank financial services affiliates include Atlantic Union Equipment Finance, Inc., which provides equipment financing; AUB Investments, Inc., which provides investment services; and Atlantic Union Capital Markets, Inc., which provides capital market services. ​ At December 31, 2025, we had $37.6 billion in assets, $27.8 billion in LHFI, $30.5 billion in deposits, and $5.0 billion in stockholders’ equity. ​ Recent Developments ​ Acquisition of Sandy Spring Bancorp, Inc.
We offer a variety of benefit programs that flex to meet the needs of teammates, as we strive for a differentiated and personalized experience and to deliver what is most important to teammates throughout the various stages of their lives and careers.
We offer a variety of benefit programs that flex to meet the needs of teammates, as we strive for a differentiated and personalized experience and to deliver what is most important to teammates throughout the various stages of their lives and careers, including, among others, healthcare and insurance benefits, various paid time off programs (inclusive of parental leave for both birth and non-birth parents), fertility and adoption assistance, bereavement support, a mental health support program, a 401(k) Plan that includes a Company match, matching gift donations, and tuition expense reimbursements. ​ Talent Development and Training ​ We believe our human capital is our most important asset, and we are committed to investing in the growth and development of our teammates.
We also offer wealth management and trust services to individuals and corporations. In addition, through our wholly owned subsidiaries, we offer equipment financing services, and insurance products. Our customers have access to our products and services in person via our full-service branches and ATMs, and virtually through our mobile and internet banking services.
We also offer wealth management and trust services to individuals and corporations, as well as treasury management and capital market services. In addition, through our wholly owned subsidiaries, we offer equipment financing services, and insurance products through an agreement with Bearing Insurance LLC, a large insurance agency owned by community banks across Virginia and managed by the Virginia Bankers Association.
Following a period of aggressive rate hikes aimed at curbing inflation in 2022 and 2023, the Federal Reserve lowered rates in late 2024 by 100 bps, compared to 2023, resulting in the current Federal Funds target rate range of 4.25% to 4.50%.
The FOMC reduced the target range for the Federal Funds rate by a total of 100 bps from September 2024 to December 2024 and by another 75 bps from September 2025 to December 2025, resulting in a target range of 3.50% to 3.75%.
Teammates who are not eligible for an incentive plan are eligible to receive cash profit sharing based on our overall financial performance. ​ We believe that our teammates are best able to deliver a great customer experience if they feel healthy and secure.
Our compensation policies and procedures are designed to ensure proper governance and acceptable levels of risk. ​ We believe that our teammates are best able to deliver a great customer experience if they feel healthy and secure. Our benefits programs are designed around five pillars of wellbeing – health, social, community, financial and career.
Removed
With the acquisition of American National, we acquired 26 branches, deepening our presence in Central and Western Virginia, and expanding our franchise into contiguous markets in Southern Virginia and in North Carolina. Pending Merger with Sandy Spring Bancorp, Inc. On October 21, 2024, we entered into a merger agreement with Sandy Spring, a Maryland corporation.
Added
On April 1, 2025, we completed our merger with Sandy Spring, the bank holding company for Sandy Spring Bank, and we successfully completed the integration of Sandy Spring branches and operations on October 14, 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe risk factors discussed below highlight the risks that we believe are material to us, but do not necessarily include all risks that we may face, and an investor in our securities should not interpret the disclosure of a risk in the following risk factors to state or imply that the risk has not already materialized. 24 Table of Contents Risks Related to Our Pending Merger with Sandy Spring ​ The dilution caused by the issuance of shares of our common stock in connection with the merger with Sandy Spring may adversely affect the market price of our common stock. ​ We expect to issue approximately 41 million shares of our common stock as merger consideration to Sandy Spring stockholders, and assuming full physical settlement, we expect to issue 11,338,028 shares of our common stock pursuant to the Forward Sale Agreements.
Biggest changeThe risk factors discussed below highlight the risks that we believe are material to us, but do not necessarily include all risks that we may face, and an investor in our securities should not interpret the disclosure of a risk in the following risk factors to state or imply that the risk has not already materialized.
However, an appraisal is only an estimate of the value of the property at the time the appraisal is made and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real estate after the loan is made.
An appraisal, however, is only an estimate of the value of the property at the time the appraisal is made and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real estate after the loan is made.
We face information security risks, including denial of service attacks, hacking, social engineering attacks targeting our employees and customers, malware intrusion or data corruption attempts, terrorist activities, and identity theft, that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.
We face information security risks, including denial of service attacks, hacking, social engineering attacks targeting our employees and customers, malware intrusion or data corruption attempts, terrorist activities, identity theft, that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.
Our stock price can fluctuate significantly in response to a variety of factors, some of which are unrelated to our financial performance, including, among other things: 46 Table of Contents ● actual or anticipated variations in quarterly results of operations; ● changes in our coverage by securities analysts and/or changes in their estimates of our financial performance or recommendations; ● operating and stock price performance of other companies that investors deem comparable to us; ● news reports relating to trends, concerns and other issues in the financial services industry; ● perceptions in the marketplace regarding us and/or our competitors; ● new technology used, or services offered, by competitors; ● significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; ● failure to integrate acquisitions or realize anticipated benefits from acquisitions; ● changes in government regulations; ● geopolitical conditions such as acts or threats of terrorism, military conflicts, the effects (or perceived effects) of pandemics and trade relations; or ● the realization of any of the other risks presented in this Form 10-K. ​ General market fluctuations, including real or anticipated changes in the strength of the local economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; interest rate changes, oil price volatility or credit loss trends could also cause our stock price to decrease regardless of our operating results.
Our stock price can fluctuate significantly in response to a variety of factors, some of which are unrelated to our financial performance, including, among other things: ● actual or anticipated variations in quarterly results of operations; ● changes in our coverage by securities analysts and/or changes in their estimates of our financial performance or recommendations; ● operating and stock price performance of other companies that investors deem comparable to us; ● news reports relating to trends, concerns and other issues in the financial services industry; ● perceptions in the marketplace regarding us and/or our competitors; ● new technology used, or services offered, by competitors; ● significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; ● failure to integrate acquisitions or realize anticipated benefits from acquisitions; ● changes in government regulations; ● geopolitical conditions such as acts or threats of terrorism, military conflicts, the effects (or perceived effects) of pandemics and trade relations; or ● the realization of any of the other risks presented in this Form 10-K. 40 Table of Contents ​ General market fluctuations, including real or anticipated changes in the strength of the local economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; interest rate changes, oil price volatility or credit loss trends could also cause our stock price to decrease regardless of our operating results.
The ACL is our best estimate of expected credit losses; however, there is no guarantee that it will be sufficient to address credit losses, particularly if the economic outlook deteriorates significantly and quickly. In such an event, we may increase our ACL, which would reduce our earnings.
The ACL is our best estimate of expected credit losses; however, there is no guarantee that it will be sufficient to address credit losses, particularly if the economic outlook deteriorates significantly and quickly. In such an event, we may increase our ACL, which would reduce our earnings and capital.
Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition, or results of operations, and could adversely affect our ability to successfully implement our business strategy. Also, if our growth occurs more slowly than anticipated or declines, our operating results could be materially adversely affected.
Failure to manage our growth effectively could have a material adverse effect on our business, prospects, financial condition, or results of operations, and could adversely affect our ability to successfully implement our business strategy. Also, if our growth occurs more slowly than anticipated or declines, our operating results could be materially adversely affected.
These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of the Federal Reserve and other governmental and regulatory agencies. In 2024, the Federal Reserve’s interest rate policy shifted as inflationary pressure began to ease and economic growth moderated.
These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of the Federal Reserve and other governmental and regulatory agencies. In late 2024, the Federal Reserve’s interest rate policy shifted as inflationary pressure began to ease and economic growth moderated.
We depend on our ability to process, record and monitor a large number of client transactions on a continuous basis. As client, public, and regulatory expectations regarding operational and information security have increased, we must continue to safeguard and monitor our operational systems and infrastructure for potential failures, disruptions, and breakdowns.
We depend on our ability to process, record and monitor a large number of client transactions on a continuous basis. As client, public, and regulatory expectations regarding operational and information security have increased, we continue to safeguard and monitor our operational systems and infrastructure for potential failures, disruptions, and breakdowns.
While our procedures are designed to follow customary, industry-specific security precautions and while we provide employees with ongoing training and regular communications and guidance to combat fraud, our efforts might not be successful in mitigating or reducing fraudulent attempts resulting in financial losses, increased litigation risk and reputational harm. 40 Table of Contents Our business also depends on our employees, as well as third-party service providers, to process a large number of increasingly complex transactions.
While our procedures are designed to follow customary, industry-specific security precautions and while we provide employees with ongoing training and regular communications and guidance to combat fraud, our efforts might not be successful in mitigating or reducing fraudulent attempts resulting in financial losses, increased litigation risk and reputational harm. 34 Table of Contents Our business also depends on our employees, as well as third-party service providers, to process a large number of increasingly complex transactions.
Severe weather events such as hurricanes, tropical storms, tornados, winter storms, freezes, flooding and other large-scale weather catastrophes in our markets subject us to significant risks and more frequent severe weather events magnify those risks.
Severe weather events such as hurricanes, tropical storms, tornados, winter storms, flooding, and other large-scale weather catastrophes in our markets subject us to significant risks and more frequent severe weather events magnify those risks.
Increases in or negative adjustments in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect our business, results of operations, and financial condition.
Increases in or negative adjustments to the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect our business, results of operations, and financial condition.
We are subject to physical and financial risks associated with climate change and other weather and natural disaster impacts. ​ We are subject to the growing risk of climate change. Among the risks associated with climate change are more frequent severe weather events.
We are subject to physical and financial risks associated with climate change and other weather and natural disaster impacts. ​ We are subject to the risk of climate change. Among the risks associated with climate change are more frequent severe weather events.
We may be adversely affected by risks associated with future mergers and acquisition, including execution risk which could disrupt our business and dilute shareholder value. ​ Our business growth, profitability, and market share has been enhanced by us engaging in strategic mergers and acquisitions, such as our merger with American National and our proposed merger with Sandy Spring, either within or contiguous to our existing footprint.
We may be adversely affected by risks associated with future mergers and acquisition, including execution risk which could disrupt our business and dilute shareholder value. ​ Our business growth, profitability, and market share has been enhanced by us engaging in strategic mergers and acquisitions, such as our mergers with American National and Sandy Spring, either within or contiguous to our existing footprint.
Although our systems are not breached in retailer incursions, these 39 Table of Contents incursions can still cause customers to be dissatisfied with us and otherwise adversely affect our reputation. These events can also cause us to reissue a significant number of cards and take other costly steps to avoid significant theft or loss to us and our customers.
Although our systems are not breached in retailer incursions, these incursions can still cause customers to be dissatisfied with us and otherwise adversely affect our reputation. These events 33 Table of Contents can also cause us to reissue a significant number of cards and take other costly steps to avoid significant theft or loss to us and our customers.
The loss of personnel with extensive customer relationships may also lead to the loss of business if the customers were to follow that employee to a competitor.
Additionally, the loss of personnel with extensive customer relationships may also lead to the loss of business if the customers were to follow that employee to a competitor.
If we fail to follow any applicable regulations, guidelines or policies associated with a particular guarantee program, these loans may lose the associated guarantee, exposing us to credit risk we would not otherwise be exposed to or have underwritten, or result in our inability to continue originating loans under such programs, either of which could have a material adverse effect on our business, financial condition, or results of operations.
If we fail to follow any applicable regulations, guidelines or policies associated with a particular guarantee program, these loans may lose the associated guarantee, exposing us to credit risk we would not otherwise be exposed to or have 23 Table of Contents underwritten, or result in our inability to continue originating loans under such programs, either of which could have a material adverse effect on our business, financial condition, or results of operations.
Consumers may increasingly decide not to use banks to complete their financial transactions, which could materially adversely effect our business, financial condition, and results of operations. Technology and other changes are allowing parties to complete financial transactions through alternative methods that have historically involved banks.
Consumers may increasingly decide not to use banks to complete their financial transactions, which could materially adversely affect our business, financial condition, and results of operations. Technology and other changes are allowing parties to complete financial transactions through alternative methods that have historically involved banks.
Unlike larger financial institutions that are more geographically diversified, we are a regional bank that focuses on providing banking and financial services to customers primarily in Virginia, and in certain markets in Maryland, North Carolina, South Carolina, and Washington, D.C.
Unlike larger financial institutions that are more geographically diversified, we are a regional bank that focuses on providing banking and financial services to customers primarily in Virginia, Maryland, Washington, D.C., North Carolina, and South Carolina.
We expect to continue to evaluate merger and acquisition opportunities that are presented to us in our current and expected markets and conduct due diligence related to those opportunities, as well as negotiate to acquire or merge with other institutions.
We expect to continue to evaluate merger and acquisition opportunities that are presented to us in our current and expected markets and conduct due diligence related to those opportunities, as well as negotiating to acquire or merge with other institutions.
Additionally, changes in the real estate market could also affect the value of foreclosed assets, which could cause additional losses when management determines it is appropriate to sell the assets . We have significant credit exposure in CRE, which may expose us to additional credit risks, and may adversely affect our business, financial condition, and results of operations.
Additionally, changes in the real estate market could also affect the value of foreclosed assets, which could cause additional losses when management determines it is appropriate to sell the assets . 22 Table of Contents We have significant credit exposure in CRE, which may expose us to additional credit risks, and may adversely affect our business, financial condition, and results of operations.
In addition, our customers access our products and services using personal devices that are necessarily external to our security control systems. There has also been a significant proliferation of consumer information available on the internet resulting from breaches of third-party entities, including personal information, log-in credentials, and authentication data.
In addition, our customers access our products and services using personal devices that are necessarily external to our 29 Table of Contents security control systems. There has also been a significant proliferation of consumer information available on the internet resulting from breaches of third-party entities, including personal information, log-in credentials, and authentication data.
If we choose to raise capital by selling shares of our common stock, preferred stock (or depositary shares representing a fractional interest in our preferred stock) or securities convertible into common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock, preferred stock (or depositary shares representing a fractional interest in our preferred stock) and could have a material negative effect on the market price of such securities and could be dilutive to shareholders.
If we choose to raise capital by selling shares of our common stock, preferred stock (or depositary shares representing a fractional interest in our preferred stock) or securities convertible into common stock for any reason, the issuance would have a dilutive effect on the holders of our 39 Table of Contents common stock, preferred stock (or depositary shares representing a fractional interest in our preferred stock) and could have a material negative effect on the market price of such securities and could be dilutive to shareholders.
In addition, many of these nonbank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. As a result, some of our competitors have the ability to offer products and services that we are unable to offer or to offer such products and services at more competitive rates.
In addition, many of these nonbank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. As a result, some of our competitors can offer products and services that we are unable to offer or to offer such products and services at more competitive rates.
Current and to-be-effective laws and regulations addressing consumer privacy and data use and security could increase our costs and failure to comply with such laws and regulation could impact our business, financial condition, and reputation. We are subject to a number of laws concerning consumer privacy and data use and security, including information safeguard rules under the Gramm-Leach-Bliley Act.
Laws and regulations addressing consumer privacy and data use and security could increase our costs and failure to comply with such laws and regulation could impact our business, financial condition, and reputation. We are subject to a number of laws concerning consumer privacy and data use and security, including information safeguard rules under the Gramm-Leach-Bliley Act.
A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on 44 Table of Contents expansion, and restrictions on entering new business lines.
A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines.
Furthermore, failures in our risk management policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could 29 Table of Contents result in an increased rate of delinquencies in, and increased losses from, this portfolio, which could have a material adverse effect on our business, financial condition, and results of operations.
Furthermore, failures in our risk management policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio, which could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to environmental, social and governance, or ESG, risks that could adversely affect our reputation, the trading price of our common stock and/or our business, operations, and earnings. 49 Table of Contents We have multiple stakeholders, among them shareholders, customers, employees, federal and state regulatory authorities, and political entities.
We are subject to environmental, social and governance, or ESG, risks that could adversely affect our reputation, the trading price of our common stock and/or our business, operations, and earnings. We have multiple stakeholders, among them shareholders, customers, employees, federal and state regulatory authorities, and political entities.
We use models in our business, and we could be adversely affected if our design, implementation, or use of models is flawed. ​ 38 Table of Contents The use of statistical and quantitative models and other quantitatively based analyses is central to bank decision-making and regulatory compliance processes, and the employment of such analyses is becoming increasingly widespread in our operations.
We use models in our business, and we could be adversely affected if our design, implementation, or use of models is flawed. ​ The use of statistical and quantitative models and other quantitatively based analyses is central to bank decision-making and regulatory compliance processes, and the employment of such analyses is becoming increasingly widespread in our operations.
Like all financial institutions, we are exposed to the risk that our borrowers may not repay their loans according to their terms, and the collateral securing the 28 Table of Contents payment of these loans may be insufficient to fully compensate us for the outstanding balance of the loan plus the costs to dispose of the collateral.
Like all financial institutions, we are exposed to the risk that our borrowers may not repay their loans according to their terms, and the collateral securing the payment of these loans may be insufficient to fully compensate us for the outstanding balance of the loan plus the costs to dispose of the collateral.
An economic downturn or prolonged recession can result in a deterioration of our credit 32 Table of Contents quality, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for loan losses, adverse asset values and a reduction in deposits and assets under management or administration.
An economic downturn or prolonged recession can result in a deterioration of our credit quality, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for loan losses, adverse asset values and a reduction in deposits and assets under management or administration.
The loss of these revenue 33 Table of Contents streams and the higher cost of deposits as a source of funds could have a material adverse effect on our business, financial condition, and results of operations. Changes in interest rates could adversely affect our income and cash flows.
The loss of these revenue streams and the higher cost of deposits as a source of funds could have a material adverse effect on our business, financial condition, and results of operations. Changes in interest rates could adversely affect our income and cash flows.
The financial services industry also faces stricter and more aggressive enforcement of laws at federal, state, and local levels—particularly in connection with business and other practices that may harm or appear to harm consumers or affect the financial system more broadly.
The financial services industry also faces stricter and more aggressive enforcement of laws at 36 Table of Contents federal, state, and local levels—particularly in connection with business and other practices that may harm or appear to harm consumers or affect the financial system more broadly.
Given these factors, a shareholder may have difficulty selling shares of our common stock at an attractive price (or at all). Additionally, shareholders may not be able to sell a substantial number of 45 Table of Contents our common stock shares for the same price at which shareholders could sell a smaller number of shares.
Given these factors, a shareholder may have difficulty selling shares of our common stock at an attractive price (or at all). Additionally, shareholders may not be able to sell a substantial number of our common stock shares for the same price at which shareholders could sell a smaller number of shares.
Among other things, the CFPB is authorized to issue rules identifying and prohibiting acts or practices that are unfair, deceptive, or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service.
Among other things, the CFPB is 37 Table of Contents authorized to issue rules identifying and prohibiting acts or practices that are unfair, deceptive, or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service.
In addition, we, our employees and our customers, are increasingly transitioning our and their computing infrastructure to cloud-based computing, storage, data processing, networking and other services, which may increase these security risks. 36 Table of Contents Cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences.
In addition, we, our employees and our customers, are increasingly transitioning our and their computing infrastructure to cloud-based computing, storage, data processing, networking and other services, which may increase these security risks. Cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences.
Our insurance or indemnities may not cover all claims that may be asserted against us. In addition, we may not be able to 41 Table of Contents obtain appropriate types or levels of insurance in the future or be able to obtain adequate replacement policies with acceptable terms.
Our insurance or indemnities may not cover all claims that may be asserted against us. In addition, we may not be able to obtain appropriate types or levels of insurance in the future or be able to obtain adequate replacement policies with acceptable terms.
Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its note obligations.
Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of 38 Table of Contents payment over the claims of the holding company’s general unsecured creditors, including the holders of its note obligations.
In addition, to access our network, products and 35 Table of Contents services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.
In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.
Generally, our earnings will be more sensitive to fluctuations in interest rates depending on the variance in volume of assets and liabilities that mature and re-price in any period.
Generally, our earnings will be more sensitive to fluctuations in interest rates depending on the variance in volume of assets and liabilities that mature and ​ 27 Table of Contents re-price in any period.
If interest rates continue to rise, then we could have continuing changes in spreads that may adversely impact the fair value of securities and, accordingly, for debt securities classified as available for sale, may adversely affect accumulated other comprehensive income and, thus, capital levels.
If interest rates increase, then we could have continuing changes in spreads that may adversely impact the fair value of securities and, accordingly, for debt securities classified as available for sale, may adversely affect accumulated other comprehensive income and, thus, capital levels.
In addition, we may need to take our systems offline if they become infected with malware or a computer virus or as a result of another form of cyber-attack.
In addition, we may need to take our 28 Table of Contents systems offline if they become infected with malware or a computer virus or as a result of another form of cyber-attack.
This could have an adverse effect on our business, financial condition, and results of operations. ​ 30 Table of Contents If we fail to effectively manage credit risk, our business and financial condition will suffer. We must effectively manage credit risk.
This could have an adverse effect on our business, financial condition, and results of operations. ​ If we fail to effectively manage credit risk, our business and financial condition will suffer. We must effectively manage credit risk.
Generally, acquisitions of financial institutions involve the payment of a premium over book and market values, resulting in dilution of our book value and fully diluted earnings per share, as well as dilution to our existing shareholders. 37 Table of Contents Our merger and acquisition activities, including our proposed merger with Sandy Spring, could involve a number of additional risks, including, among others, the risks of: ● incurring time and expense associated with identifying and evaluating potential merger or acquisition targets; ● our inability to obtain regulatory and other approvals necessary to consummate mergers, acquisitions or other expansion activities, or the risk that such regulatory approvals are delayed, impeded, or conditioned due to existing or new regulatory issues surrounding us, the target institution or the proposed combined entity as a result of, among other things, issues related to compliance with the Bank Secrecy Act, and its implementing regulations, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act; ● diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; ● potential exposure to unknown or contingent liabilities of the acquired or merged company; ● litigation with respect to the proposed transaction; ● potentially inaccurate estimates and judgments used by us to evaluate credit, operations, management and market risks with respect to the acquired or merged company; ● unexpected asset quality problems; ● experiencing higher operating expenses relative to operating income from the new operations; ● significant problems relating to the conversion of the financial and customer data of the entity; ● assuming businesses with internal control deficiencies; and ● the possible loss of our key employees and customers or those of the acquired or merged company. ​ There is no assurance that, following any future mergers or acquisitions, including our proposed merger with Sandy Spring, our integration efforts will be successful or that we, after giving effect to the acquisition, will achieve the strategic objectives, operating efficiencies, increased revenues comparable to or better than our historical experience, or other benefits expected in the acquisition, and failure to realize such strategic objectives, operating efficiencies, expected revenue increases, cost savings, increases in market presence or other benefits could have a material adverse effect on our business, financial condition, and results of operations.
Our merger and acquisition activities could involve a number of additional risks, including, among others, the risks of: ● incurring time and expense associated with identifying and evaluating potential merger or acquisition targets; ● our inability to obtain regulatory and other approvals necessary to consummate mergers, acquisitions or other expansion activities, or the risk that such regulatory approvals are delayed, impeded, or conditioned due to existing or new regulatory issues surrounding us, the target institution or the proposed combined entity as a result of, among other things, issues related to compliance with the Bank Secrecy Act, and its implementing regulations, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act; ● diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; ● potential exposure to unknown or contingent liabilities of the acquired or merged company; ● litigation with respect to the proposed transaction; ● potentially inaccurate estimates and judgments used by us to evaluate credit, operations, management and market risks with respect to the acquired or merged company; ● unexpected asset quality problems; ● experiencing higher operating expenses relative to operating income from the new operations; ● significant problems relating to the conversion of the financial and customer data of the entity; ● assuming businesses with internal control deficiencies; and ● the possible loss of our key employees and customers or those of the acquired or merged company. ​ There is no assurance that, following any future mergers or acquisitions our integration efforts will be successful or that we, after giving effect to the acquisition, will achieve the strategic objectives, operating efficiencies, increased revenues comparable to or better than our historical experience, or other benefits expected in the acquisition, and failure to realize 31 Table of Contents such strategic objectives, operating efficiencies, expected revenue increases, cost savings, increases in market presence or other benefits could have a material adverse effect on our business, financial condition, and results of operations.
Whether such claims and legal actions are legitimate or unfounded, if such claims and legal actions are not resolved in our favor, they may result in significant financial liability and/or adversely affect our reputation and our products and services, as well as impact customer demand for those products and services.
Whether such claims and legal actions are legitimate or 35 Table of Contents unfounded, if such claims and legal actions are not resolved in our favor, they may result in significant financial liability and/or adversely affect our reputation and our products and services, as well as impact customer demand for those products and services.
In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible 26 Table of Contents for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
In addition, our ability to manage growth successfully depends on a variety of factors, including whether we can maintain adequate capital levels, maintain cost controls, effectively manage asset quality, effectively manage increasing regulatory compliance requirements, and successfully integrate any businesses acquired into our organization, including our proposed merger with Sandy Spring.
In addition, our ability to manage growth successfully depends on a variety of factors, including whether we can maintain adequate capital levels, maintain cost controls, effectively manage asset quality, effectively manage increasing regulatory compliance requirements, and successfully integrate any businesses acquired into our organization.
Also, any sudden or prolonged market downturn in the U.S., as a result of the above factors or otherwise, could result in a decline in net interest income and noninterest income and adversely affect our results of operations and financial condition, including capital and liquidity levels.
Market fluctuations may impact net interest margin and affect our business liquidity. Also, any sudden or prolonged market downturn in the U.S., as a result of the above factors or otherwise, could result in a decline in net interest income and noninterest income and adversely affect our results of operations and financial condition, including capital and liquidity levels.
Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made.
Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made. Challenges to our tax positions could result in tax liability.
Under regulatory rules, if the Bank ceases to be a “well 43 Table of Contents capitalized” institution for bank regulatory purposes, the interest rates that it pays and its ability to accept brokered deposits may be restricted.
Under regulatory rules, if the Bank ceases to be a “well capitalized” institution for bank regulatory purposes, the interest rates that it pays and its ability to accept brokered deposits may be restricted.
Any adverse publicity or adverse impact on our reputation in connection with ESG, any shifts in investing priorities among investors, or any loss of business resulting from any of the foregoing, may result in adverse effects on the trading price of our common stock and/or our business, operations and earnings. ITEM 1B. UNRESOLVED STAFF COMMENTS.
Any adverse publicity or adverse impact on our reputation in connection with ESG, any shifts in investing priorities among investors, or any loss of business resulting from any of the foregoing, may result in adverse effects on the trading price of our common stock and/or our business, operations and earnings.
We maintain an enterprise risk management program that is designed to identify, assess, mitigate, monitor, and report the risks that we face. These risks include: strategic, credit, market (including interest-rate, capital, and liquidity), operational, regulatory (compliance), legal, and technology.
We maintain an enterprise risk management program that is designed to identify, assess, mitigate, monitor, and report the risks that we face. These risks include: strategic, credit, market, liquidity, operational, compliance, legal, and technology.
Holders of our indebtedness and of depositary shares related to our Series A preferred stock have rights that are senior to those of our common shareholders. ​ At December 31, 2024, we had outstanding subordinated notes, trust preferred securities and accompanying subordinated debentures and preferred stock totaling $418.5 million.
Holders of our indebtedness and of depositary shares related to our Series A preferred stock have rights that are senior to those of our common shareholders. ​ At December 31, 2025, we had outstanding subordinated notes, trust preferred securities and accompanying subordinated debentures and preferred stock totaling $772.0 million.
If impaired, we would incur a charge to earnings that would have a significant impact on our results of operations. The carrying value of our goodwill and net amortizable intangibles were approximately $1.2 billion and $84.6 million, respectively, at December 31, 2024. Our risk-management framework may not be effective in mitigating risks and/or losses.
If goodwill is impaired, we would incur a charge to earnings that would have a significant impact on our results of operations. The carrying value of our goodwill and net amortizable intangibles were approximately $1.7 billion and $315.5 million, respectively, at December 31, 2025. Our risk-management framework may not be effective in mitigating risks and/or losses.
Failing to comply with expectations and standards from investors, customers, regulators, policymakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholder’s expectations, could also lead to loss of business, adverse publicity, an adverse impact on our reputation, customer complaints, or public protests.
Failing to comply with legal or regulatory requirements or expectations and standards from investors, customers, regulators, policymakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholder’s expectations, could also lead to loss of business, adverse publicity, an adverse impact on our reputation, customer complaints, or public protests, as well as governmental enforcement or private litigation.
Events in the financial services industry, such as the high-profile bank failures in 2023, may also cause concern and uncertainty about the financial services industry generally, which may result in sudden deposit outflows, increased borrowing and funding costs, and increased competition for liquidity, any of which could have a material adverse impact on our business, financial condition, and results of operations.
Events in the financial services industry have in the past, and may in the future, also cause concern and uncertainty about the financial services industry generally, which may result in sudden deposit outflows, increased borrowing and funding costs, and increased competition for liquidity, any of which could have a material adverse impact on our business, financial condition, and results of operations.
The loss of any of our senior management or key employees could materially and adversely affect our ability to build on the efforts that they have undertaken and to execute our business plan, and we may not be able to find adequate replacements.
The loss of any of our senior management or key employees could materially and adversely affect our ability to build on the efforts that they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. From time-to-time, we also experience retirements and other changes in our senior management.
We rely on bank deposits to be a low cost and stable source of funding. In addition, our future growth will largely depend on our ability to maintain and grow a strong core deposit base.
We may not be able to maintain a strong core deposit base or access other low-cost funding sources We rely on bank deposits to be a low cost and stable source of funding. In addition, our future growth will largely depend on our ability to maintain and grow a strong core deposit base.
Our commercial and industrial loans have contributed significantly to our loan growth, which may expose us to additional credit risks, and may adversely affect our results of operations and financial condition. We make commercial and industrial loans to support our borrowers’ need for short-term or seasonal cash flow and equipment/vehicle purchases.
Our commercial and industrial loans are a significant component of our loan portfolio, which may expose us to additional credit risks, and may adversely affect our results of operations and financial condition. We make commercial and industrial loans to support our borrowers’ need for short-term or seasonal cash flow and equipment/vehicle purchases.
An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, and an increase in charge-offs, all of which could have a material adverse effect on our business, financial condition, and results of operations.
An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, and an increase in charge-offs, all of which could have a material adverse effect on our business, financial condition, and results of operations. The banking regulatory agencies have expressed concerns about weaknesses in the CRE market.
Any failure to manage such credit risks may adversely affect our business, financial condition, and results of operations. ​ Our focus on lending to small to mid-sized community-based businesses may increase our credit risk. We make most of our commercial business and CRE loans to small business or middle market customers.
Any failure to manage such credit risks may adversely affect our business, financial condition, and results of operations. ​ Our lending to small to mid-sized community-based businesses may increase our credit risk. Our loan portfolio includes loans to small business or middle market customers.
In addition, our reputation and customer relationships could be damaged due to our practices related to climate change, including our or our customers’ involvement in certain industries or projects associated with causing or exacerbating climate change.
In addition, our reputation and customer relationships could be damaged due to our practices related 41 Table of Contents to climate change, including our or our customers’ involvement in certain industries or projects.
Markets may also be adversely affected by the current or anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, acts of war or terrorism, or other geopolitical events. Market fluctuations may impact net interest margin and affect our business liquidity.
Markets may also be adversely affected by the current or 25 Table of Contents anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, acts of war or terrorism, or other geopolitical events.
Unlike many larger institutions, we are not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. An economic downturn could, therefore, result in losses that materially and adversely affect our business. We may not be able to maintain a strong core deposit base or access other low-cost funding sources.
Unlike many larger institutions, we are not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. An economic downturn could, therefore, result in losses that materially and adversely affect our business.
In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to the performance of their other responsibilities. There can be no assurance that we will not experience increases in our nonperforming assets in the future, or that our nonperforming assets will not result in losses in the future.
In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to the performance of their other responsibilities.
We may be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances, which could harm our liquidity, results of operations and financial condition. 31 Table of Contents When mortgage loans are sold, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to purchasers, guarantors, and insurers, including the government-sponsored enterprises, about the mortgage loans and the manner in which they were originated.
When mortgage loans are sold, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to purchasers, guarantors, and insurers, including the government-sponsored enterprises, about the mortgage loans and the manner in which they were originated.
The inability to sell or effectively hedge assets reduces our ability to limit losses in such positions, and the difficulty in valuing assets may increase our risk-weighted assets, which requires us to maintain additional capital and increases our funding costs. 34 Table of Contents Risks Related to Our Operations A failure and/or breach of our operating or securities systems or infrastructure, or those of our third-party vendors and other service providers, including because of cyber-attacks, could disrupt our business, result in a disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
Risks Related to Our Operations A failure and/or breach of our operating or securities systems or infrastructure, or those of our third-party vendors and other service providers, including because of cyber-attacks, could disrupt our business, result in a disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
The financial strength of counterparties, with whom we have economically hedged some of our exposure to these assets, also will affect the fair value of these assets. Sudden declines and volatility in the prices of assets may curtail or eliminate trading activities in these assets, which may make it difficult to sell, hedge or value these assets.
Sudden declines and volatility in the prices of assets may curtail or eliminate trading activities in these assets, which may make it difficult to sell, hedge or value these assets.
We are exposed to many types of operational risk, including the risk of fraud by third parties, customers and employees, clerical recordkeeping errors, and transactional errors.
We are exposed to many types of operational risk, including the risk of fraud by third parties, customers and employees, clerical recordkeeping errors, and transactional errors. Such fraudulent activity may take many forms including check fraud, electronic fraud, wire fraud, social engineering, phishing and other dishonest acts.
Such litigation could have an adverse effect on such party’s business, financial condition and results of operations and could prevent or delay the completion of the merger. ​ Risks Related to Our Lending Activities Our ACL may prove to be insufficient to absorb credit losses in our loan portfolio, which may adversely affect our business, financial condition, and results of operations.
Risks Related to Our Lending Activities Our ACL may prove to be insufficient to absorb credit losses in our loan portfolio, which may adversely affect our business, financial condition, and results of operations. Our success depends significantly on the quality of our assets, particularly loans.
Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding.
Alternatively, an acceleration in the rate of decreases may negatively impact our net interest margin or may result in a change in the mix of noninterest and interest-bearing accounts. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding.
Our reputation is critical to the success of our business. As such, we strive to conduct our business in a manner that enhances our reputation.
General Risk Factors Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance. Our reputation is critical to the success of our business. As such, we strive to conduct our business in a manner that enhances our reputation.
Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably. 42 Table of Contents Uncertainty surrounding potential legal, regulatory and policy changes by the new presidential administration may directly impact the financial services industry and the broader economy.
Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.
Our failure to comply and to successfully implement the requirements of the Consent Order may result in additional regulatory enforcement or civil action, including civil monetary penalties against the Bank and its officers and directors or enforcement of the Consent Order through court proceedings, which could have a material adverse effect on our business, results of operations, financial condition, and stock price. ​ The Bank is subject to the Bank Secrecy Act and its implementing regulations and U.S. economic sanctions, and any issues with respect to the Bank’s compliance with the Bank Secrecy Act and its implementing regulations, and U.S. economic sanctions could result in significant civil penalties and have a material adverse effect on our business strategy.
The Bank is subject to the Bank Secrecy Act and its implementing regulations and U.S. economic sanctions, and any issues with respect to the Bank’s compliance with the Bank Secrecy Act and its implementing regulations, and U.S. economic sanctions could result in significant civil penalties and have a material adverse effect on our business strategy.
Failure to keep pace with technological change could adversely affect our business and ability to remain competitive , and we may experience operational challenges when implementing new technologies . The financial services industry is continually undergoing technological change with frequent introductions of new technology-driven products and services, and we anticipate that new technologies will continue to emerge.
The financial services industry is continually undergoing technological change with frequent introductions of new technology-driven products and services, including digital assets and payment systems, and we anticipate that new technologies will continue to emerge.
Additionally, legislation or regulation may impose unexpected or unintended consequences, the impact of which is difficult to predict.
The extent and timing of any regulatory reform as well as any effect on our business and financial results, are uncertain. Additionally, legislation or regulation may impose unexpected or unintended consequences, the impact of which is difficult to predict.
Decreases in interest rates may increase prepayment speeds of certain assets, and, therefore, may adversely affect net interest income. Fair values may be impacted by declining values of the underlying assets or the prices at which observable market transactions occur and the continued availability of these transactions or indices.
Fair values may be impacted by declining values of the underlying assets or the prices at which observable market transactions occur and the continued availability of these transactions or indices. The financial strength of counterparties, with whom we have economically hedged some of our exposure to these assets, also will affect the fair value of these assets.
The federal executive branch agencies are expected to continue their focus on DEI programs and policies, including to further define what may constitute an “illegal” DEI program or policy. Such divergent, sometimes conflicting views on ESG-related matters increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders.
Corporate ESG practices also have come under increasing scrutiny, including with the issuance of executive orders regarding certain ESG policies and practices in the private sector. Such divergent, sometimes conflicting views on ESG-related matters increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders.
Furthermore, the change in presidential administration has, and is expected to continue to, result in certain changes in the leadership and senior staffs of the federal banking agencies. Such changes are likely to impact the rulemaking, supervision, examination and enforcement priorities and policies of the agencies.
The laws, regulations and interpretations applicable to the banking industry, as well as the supervision, examination and enforcement priorities and policies of the federal banking agencies, could change at any time, including as a result of changes in the leadership and senior staffs of the agencies.
We are also subject to capital guidelines established by our regulators, which require us to maintain sufficient capital to support our growth. The laws and regulations applicable to the banking industry could change at any time. The extent and timing of any regulatory reform as well as any effect on our business and financial results, are uncertain.
We are also subject to capital guidelines established by our regulators, which require us to maintain sufficient capital to support our growth.
The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
This may pose challenges for management related to managing and monitoring the acquired operations, the cost and complexity of the acquired operations, and increased regulatory scrutiny related to our expanded business, increased complexity or rate of growth.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe generally have agreements with our service providers that include requirements related to cybersecurity and data privacy, however, we cannot guarantee that such agreements will prevent a cyber incident from impacting our systems or information. Additionally, we may not be able to obtain adequate or any reimbursement from our service providers in the event we suffer any such incidents.
Biggest changeWe generally have agreements with our service providers that include requirements related to cybersecurity and data privacy, however, we cannot guarantee that such agreements will prevent a cyber incident from impacting our systems or information.
We seek to mitigate cybersecurity risk and associated reputational and compliance risk by, among other things: ​ ● leveraging the National Institute of Standards and Technology framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover; ● maintaining privacy policies, management oversight, accountability structures, and technology design processes to protect private and personal data; ● actively monitoring and mitigating cybersecurity threats and risks with a three lines of defense structure to provide oversight, governance, challenge, and testing; ● managing a third-party cybersecurity oversight program ; ● ​ maintaining oversight of our information security program by senior management, our board-level Risk Committee, and our Board of Directors; and ● ​ using a comprehensive Cybersecurity Incident Response Plan intended to provide a documented framework to enable us to mitigate the impact of, and recover from, any cyberattacks, and facilitate communication to internal and external stakeholders, as appropriate. ​ We had no material cybersecurity incidents in 2024.
We seek to mitigate cybersecurity risk and associated reputational and compliance risk by, among other things: ​ ● leveraging the National Institute of Standards and Technology framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover; ● maintaining privacy policies, management oversight, accountability structures, and technology design processes to protect private and personal data; ● actively monitoring and mitigating cybersecurity threats and risks with a three lines of defense structure to provide oversight, governance, challenge, and testing; ● managing a third-party cybersecurity oversight program ; ● ​ maintaining oversight of our information security program by senior management, our board-level Risk Committee, and our Board of Directors; and ● ​ using a comprehensive Cybersecurity Incident Response Plan intended to provide a documented framework to enable us to mitigate the impact of, and recover from, any cyberattacks, and facilitate communication to internal and external stakeholders, as appropriate. ​ We had no material cybersecurity incidents in 2025.
The Committee is responsible for escalating key risks to our Management Risk Committee, which includes all members of our Executive Leadership Team, as well as our Head of Business Risk, who operates within our first line of defense. ​ Internal Audit serves as the third line of defense and provides independent assurance on how effectively we are mitigating, managing, and challenging our cybersecurity risks. ​ ​ 52 Table of Contents
The Committee is responsible for escalating key risks to our Management Risk Committee, which includes all members of our Executive Leadership Team, as well as our Head of Business Risk, who operates within our first line of defense. ​ Internal Audit serves as the third line of defense and provides independent assurance on how effectively we are mitigating, managing, and challenging our cybersecurity risks.
In addition, the Risk Committee is engaged, as needed, in accordance with our Cybersecurity Incident Response Plan. ​ 51 Table of Contents Role of Management ​ Our cybersecurity risk management program is built on three lines of defense, which collectively are designed to identify, assess, and manage our material risks from cybersecurity threats.
In addition, the Risk Committee is engaged, as needed, in accordance with our Cybersecurity Incident Response Plan. ​ Role of Management ​ Our cybersecurity risk management program is built on three lines of defense, which collectively are designed to identify, assess, and manage our material risks from cybersecurity threats.
Our Chief Information Security Officer has 28 years of cybersecurity experience, with 13 years servicing financial institutions in senior leadership or executive security roles.
Our Chief Information Security Officer has 28 years of cybersecurity experience, with 13 years serving financial institutions in senior leadership or executive security roles.
This committee includes the Chief Information Security Officer and is co-sponsored by the Chief Information Officer, the Chief Risk Officer, and the Director of Vendor Risk Management and Sourcing.
This committee includes the Chief Information Security Officer and is co-sponsored by the Chief Information Officer, the Chief Risk 44 Table of Contents Officer, and the Director of Vendor Risk Management and Sourcing.
Accordingly, risks related to a cybersecurity event, including litigation and enforcement risks, are elevated due to the dynamic nature and sophistication and frequency of these threats, and the expanding use of 50 Table of Contents Internet banking, mobile banking and other technology-based products in our industry.
Attacks are increasingly sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. Accordingly, risks related to a cybersecurity event, including litigation and enforcement risks, are elevated due to the dynamic nature and sophistication and frequency of these threats, and the expanding use of Internet banking, mobile banking and other technology-based products in our industry.
Removed
Attacks are increasingly sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.
Added
Additionally, we may not be able to obtain adequate or any reimbursement from our service providers in the event we suffer any such 43 Table of Contents incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. We own or lease buildings that are used in the normal course of our business. The Company leases its corporate headquarters, located at 4300 Cox Road, Glen Allen, Virginia. At December 31, 2024, the Bank operated 129 branches throughout Virginia and in portions of Maryland and North Carolina.
Biggest changeITEM 2. PROPERTIES. We own or lease buildings that are used in the normal course of our business. The Company leases its corporate headquarters, located at 4300 Cox Road, Glen Allen, Virginia. At December 31, 2025, the Bank operated 178 branches in Virginia, Maryland, Washington, D.C., and North Carolina.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
As previously disclosed, on February 9, 2022, pursuant to the CFPB’s Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it was considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies.
Added
ITEM 4. MINE SAFETY DISCLOSURES. None. ​ ​ 45 Table of Contents PART II
Removed
In March 2023, the CFPB commenced settlement discussions with us, and on December 7, 2023, the Bank entered into a Consent Order with the CFPB to resolve the matter. A copy of the Consent Order is available on the CFPB’s website.
Removed
The terms of the Consent Order require, among other things, that the Bank submit a redress plan to the CFPB pursuant to which the Bank will pay restitution in an amount of at least $5.0 million to certain current and former customers of the Bank who opted-in to the Bank’s discretionary overdraft service during a specified time period and pay a $1.2 million civil monetary penalty.
Removed
See Note 10, “Commitments and Contingencies” in the “Notes to the Consolidated Financial Statements” of this Form 10-K for additional information. ITEM 4. MINE SAFETY DISCLOSURES. None. ​ ​ 53 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 53 ​ ​ PART II ​ ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54 Item 6. [Reserved] 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A.
Biggest changeItem 4. Mine Safety Disclosures 45 ​ ​ PART II ​ ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6. [Reserved] 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk 93 Item 8. Financial Statements and Supplementary Data 94
Quantitative and Qualitative Disclosures About Market Risk 86 Item 8. Financial Statements and Supplementary Data 87

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis comparison assumes $100 was invested on December 31, 2019 in our common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ended Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Atlantic Union Bankshares Corporation ​ $ 100.00 ​ $ 91.10 ​ $ 106.14 ​ $ 103.35 ​ $ 111.76 ​ $ 120.12 NYSE Composite Index ​ ​ 100.00 ​ ​ 106.99 ​ ​ 129.11 ​ ​ 117.04 ​ ​ 133.16 ​ ​ 154.19 KBW NASDAQ Regional Banking Index ​ 100.00 ​ 91.29 ​ 124.74 ​ 116.10 ​ 115.64 ​ 130.90 Source: S&P Global Market Intelligence (2025) The stock performance and related table shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act. ​
Biggest changeThis comparison assumes $100 was invested on December 31, 2020 in our common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ended Index ​ ​ ​ 12/31/2020 ​ ​ ​ 12/31/2021 ​ ​ ​ 12/31/2022 ​ ​ ​ 12/31/2023 ​ ​ ​ 12/31/2024 ​ ​ ​ 12/31/2025 Atlantic Union Bankshares Corporation ​ $ 100.00 ​ $ 116.51 ​ $ 113.45 ​ $ 122.68 ​ $ 131.85 ​ $ 128.26 NYSE Composite Index ​ ​ 100.00 ​ ​ 120.68 ​ ​ 109.39 ​ ​ 124.46 ​ ​ 144.12 ​ ​ 169.62 KBW NASDAQ Regional Banking Index ​ 100.00 ​ 136.64 ​ 127.17 ​ 126.67 ​ 143.39 ​ 152.71 Source: S&P Global Market Intelligence (2026) The stock performance and related table shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act. ​
See “Supervision and Regulation—The Company—Limits on Dividends, Capital Distributions and Other Payments.” In addition, regulatory restrictions on the ability of the Bank to transfer funds to the Company at December 31, 2024 are set forth in Note 20 “Parent Company Financial Information,” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Stock Repurchase Programs and Other Repurchases During the years ended December 31, 2024 and 2023, we had no active share repurchase programs. ​ The following information provides details of our common stock repurchases for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total number of shares purchased (1) ​ ​ Average price paid per share ($) ​ Total number of shares purchased as part of publicly announced plans or programs ​ Approximate dollar value of shares that may yet be purchased under the plans or programs ($) October 1 - October 31, 2024 ​ 3,058 ​ ​ 36.50 ​ — ​ — November 1 - November 30, 2024 ​ 1,220 ​ ​ 42.31 ​ — ​ — December 1 - December 31, 2024 ​ 1,092 ​ ​ 42.00 ​ — ​ — Total ​ 5,370 ​ ​ 38.94 ​ — ​ — (1) For the three months ended December 31, 2024, 5,370 shares were withheld upon the vesting of restricted shares granted to employees of the Company in order to satisfy tax withholding obligations. ​ 54 Table of Contents Five-Year Stock Performance Graph The following stock performance graph compares the yearly percentage change in the cumulative shareholder return on our common stock during the five years ended December 31, 2024, with (i) the Total Return Index for the NYSE Composite, and (ii) the Total Return Index for KBW NASDAQ Regional Banking.
See “Supervision and Regulation—The Company—Limits on Dividends, Capital Distributions and Other Payments.” In addition, regulatory restrictions on the ability of the Bank to transfer funds to the Company at December 31, 2025 are set forth in Note 20 “Parent Company Financial Information,” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Stock Repurchase Programs and Other Repurchases During the years ended December 31, 2025, 2024, and 2023, we had no active share repurchase programs. ​ The following information provides details of our common stock repurchases for the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total number of shares purchased (1) ​ ​ Average price paid per share ($) ​ Total number of shares purchased as part of publicly announced plans or programs ​ Approximate dollar value of shares that may yet be purchased under the plans or programs ($) October 1 - October 31, 2025 ​ 3,043 ​ ​ 35.06 ​ — ​ — November 1 - November 30, 2025 ​ 803 ​ ​ 32.92 ​ — ​ — December 1 - December 31, 2025 ​ 2,496 ​ ​ 34.99 ​ — ​ — Total ​ 6,342 ​ ​ 34.76 ​ — ​ — (1) For the three months ended December 31, 2025, 6,342 shares were withheld upon the vesting of restricted shares granted to employees of the Company in order to satisfy tax withholding obligations. ​ 46 Table of Contents Five-Year Stock Performance Graph The following stock performance graph compares the yearly percentage change in the cumulative shareholder return on our common stock during the five years ended December 31, 2025, with (i) the Total Return Index for the NYSE Composite, and (ii) the Total Return Index for KBW NASDAQ Regional Banking.
During 2024, we declared three quarterly dividends of $0.32 per share on our common stock in the first three quarters of 2024 and one quarterly dividend of $0.34 per share in the fourth quarter of 2024 for an annual total of $1.30 per share.
During 2025, we declared three quarterly dividends of $0.34 per share on our common stock in the first three quarters of 2025 and one quarterly dividend of $0.37 per share in the fourth quarter of 2025 for an annual total of $1.39 per share.
ITEM 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Information on Common Stock, Market Prices and Dividends Our common stock is listed on the NYSE and trades under the symbol “AUB.” There were 89,770,231 shares of our common stock outstanding at the close of business on December 31, 2024.
ITEM 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Information on Common Stock, Market Prices and Dividends Our common stock is listed on the NYSE and trades under the symbol “AUB.” There were 141,776,886 shares of our common stock issued and outstanding at the close of business on December 31, 2025.
There were 8,747 shareholders of record of our common stock at the close of business on December 31, 2024.
There were 10,479 shareholders of record of our common stock at the close of business on December 31, 2025.
Removed
This figure does not include the 11,338,028 shares of our common stock that were sold relating to the Forward Sale Agreements entered into on October 21, 2024 in connection with the execution of the merger agreement with Sandy Spring, as discussed in Part I, Item 1. “Business—General—Recent Developments—Forward Sale Agreements,” as no physical settlement has occurred under such agreements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe impact of accretion and amortization related to acquisition accounting fair value adjustments for the years ended December 31, are reflected in the following table (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ Deposit ​ Borrowings ​ ​ ​ ​ ​ Accretion ​ Amortization ​ Accretion ​ Total 2022 ​ $ 7,942 ​ $ (44) ​ $ (828) ​ $ 7,070 2023 ​ 4,416 ​ ​ (31) ​ ​ (852) ​ ​ 3,533 2024 ​ ​ 44,073 ​ ​ (2,724) ​ ​ (1,078) ​ ​ 40,271 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 65 Table of Contents The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the years ended December 31, (dollars in thousands): AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ Interest ​ ​ ​ Interest ​ ​ ​ Interest ​ ​ ​ Average ​ Income / ​ Yield / ​ Average ​ Income / ​ Yield / ​ Average ​ Income / ​ Yield / ​ ​ Balance ​ Expense (1) ​ Rate (1)(2) ​ Balance ​ Expense (1) ​ Rate (1)(2) ​ Balance ​ Expense (1) ​ Rate (1)(2) Assets: ​ ​ ​ ​ ​ ​ ​ Securities: ​ ​ ​ ​ ​ ​ ​ ​ Taxable ​ $ 2,138,786 ​ $ 91,191 4.26 % $ 1,867,679 ​ $ 67,075 3.59 % $ 2,285,423 ​ $ 59,306 2.59 % Tax-exempt ​ 1,255,309 ​ 41,252 3.29 % 1,325,212 ​ 43,520 3.28 % 1,610,914 ​ 54,308 3.37 % Total securities ​ 3,394,095 ​ 132,443 3.90 % 3,192,891 ​ 110,595 3.46 % 3,896,337 ​ 113,614 2.92 % LHFI, net of deferred fees and costs (3)(4) ​ 17,647,589 ​ 1,098,151 6.22 % 14,949,487 ​ 852,016 5.70 % 13,671,714 ​ 558,329 4.08 % Other earning assets ​ 305,993 ​ 12,167 3.98 % 226,428 ​ 6,749 2.98 % 285,165 ​ 3,365 1.18 % Total earning assets ​ 21,347,677 ​ $ 1,242,761 5.82 % 18,368,806 ​ $ 969,360 5.28 % 17,853,216 ​ $ 675,308 3.78 % Allowance for loan and lease losses ​ (152,540) ​ ​ ​ ​ (118,789) ​ ​ (104,485) ​ ​ Total non-earning assets ​ 2,667,053 ​ ​ ​ ​ 2,262,385 ​ ​ 2,200,657 ​ ​ Total assets ​ $ 23,862,190 ​ ​ ​ ​ $ 20,512,402 ​ ​ $ 19,949,388 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity: ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing deposits: ​ ​ ​ ​ ​ ​ ​ Transaction and money market accounts ​ $ 9,865,496 ​ $ 289,492 2.93 % $ 8,603,142 ​ $ 207,102 2.41 % $ 8,277,146 ​ $ 40,460 0.49 % Regular savings ​ 1,013,175 ​ 2,203 0.22 % 997,118 ​ 1,803 0.18 % 1,159,630 ​ 285 0.02 % Time deposits (5) ​ 4,333,362 ​ 192,199 4.44 % 2,711,491 ​ 87,784 3.24 % 1,735,983 ​ 15,456 0.89 % Total interest-bearing deposits ​ 15,212,033 ​ 483,894 3.18 % 12,311,751 ​ 296,689 2.41 % 11,172,759 ​ 56,201 0.50 % Other borrowings (6) ​ 862,716 ​ 45,102 5.23 % 971,715 ​ 46,748 4.81 % 700,271 ​ 19,973 2.85 % Total interest-bearing liabilities ​ 16,074,749 ​ $ 528,996 3.29 % 13,283,466 ​ $ 343,437 2.59 % 11,873,030 ​ $ 76,174 0.64 % Noninterest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ 4,321,226 ​ ​ ​ ​ 4,342,137 ​ ​ 5,278,959 ​ ​ Other liabilities ​ 495,104 ​ ​ ​ ​ 446,274 ​ ​ 332,350 ​ ​ Total liabilities ​ 20,891,079 ​ ​ ​ ​ 18,071,877 ​ ​ 17,484,339 ​ ​ Stockholders' equity ​ 2,971,111 ​ ​ ​ ​ 2,440,525 ​ ​ 2,465,049 ​ ​ Total liabilities and stockholders' equity ​ $ 23,862,190 ​ ​ ​ ​ $ 20,512,402 ​ ​ $ 19,949,388 ​ ​ Net interest income (FTE) (+) ​ ​ ​ $ 713,765 ​ ​ $ 625,923 ​ ​ $ 599,134 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate spread ​ ​ ​ ​ ​ 2.53 % ​ 2.69 % ​ 3.14 % Cost of funds ​ ​ ​ ​ ​ 2.48 % ​ 1.87 % ​ 0.42 % Net interest margin (FTE) (+) ​ ​ ​ ​ ​ 3.34 % ​ 3.41 % ​ 3.36 % (1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.
Biggest changeThe impact of accretion and amortization related to acquisition accounting fair value adjustments for the years ended December 31, are reflected in the following table (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposit ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ (Amortization) ​ Borrowings ​ ​ ​ ​ ​ Accretion ​ Accretion ​ Amortization ​ Total 2023 ​ $ 4,416 ​ ​ (31) ​ ​ (852) ​ ​ 3,533 2024 ​ 44,073 ​ ​ (2,724) ​ ​ (1,078) ​ ​ 40,271 2025 ​ ​ 151,343 ​ ​ 3,468 ​ ​ (8,754) ​ ​ 146,057 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58 Table of Contents The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the years ended December 31, (dollars in thousands): AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ Average ​ Income / ​ Yield / ​ Average ​ Income / ​ Yield / ​ Average ​ Income / ​ Yield / ​ ​ Balance ​ Expense (1) ​ Rate (1)(2) ​ Balance ​ Expense (1) ​ Rate (1)(2) ​ Balance ​ Expense (1) ​ Rate (1)(2) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable ​ $ 3,303,309 ​ $ 145,547 4.41 % $ 2,138,786 ​ $ 91,191 4.26 % $ 1,867,679 ​ $ 67,075 3.59 % Tax-exempt ​ 1,286,304 ​ 42,894 3.33 % 1,255,309 ​ 41,252 3.29 % 1,325,212 ​ 43,520 3.28 % Total securities ​ 4,589,613 ​ 188,441 4.11 % 3,394,095 ​ 132,443 3.90 % 3,192,891 ​ 110,595 3.46 % LHFI (3)(4) ​ 25,116,692 ​ 1,599,658 6.37 % 17,647,589 ​ 1,098,151 6.22 % 14,949,487 ​ 852,016 5.70 % Other earning assets ​ 1,169,729 ​ 50,549 4.32 % 305,993 ​ 12,167 3.98 % 226,428 ​ 6,749 2.98 % Total earning assets ​ 30,876,034 ​ $ 1,838,648 5.95 % 21,347,677 ​ $ 1,242,761 5.82 % 18,368,806 ​ $ 969,360 5.28 % ALLL ​ (286,794) ​ ​ ​ ​ ​ (152,540) ​ ​ ​ ​ (118,789) ​ ​ ​ ​ Total non-earning assets ​ 3,791,746 ​ ​ ​ ​ ​ 2,667,053 ​ ​ ​ ​ 2,262,385 ​ ​ ​ ​ Total assets ​ $ 34,380,986 ​ ​ ​ ​ ​ $ 23,862,190 ​ ​ ​ ​ $ 20,512,402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transaction and money market accounts ​ $ 13,719,522 ​ $ 349,227 2.55 % $ 9,865,496 ​ $ 289,492 2.93 % $ 8,603,142 ​ $ 207,102 2.41 % Regular savings ​ 2,408,224 ​ 41,080 1.71 % 1,013,175 ​ 2,203 0.22 % 997,118 ​ 1,803 0.18 % Time deposits (5) ​ 5,950,382 ​ 225,230 3.79 % 4,333,362 ​ 192,199 4.44 % 2,711,491 ​ 87,784 3.24 % Total interest-bearing deposits ​ 22,078,128 ​ 615,537 2.79 % 15,212,033 ​ 483,894 3.18 % 12,311,751 ​ 296,689 2.41 % Other borrowings (6) ​ 911,154 ​ 51,037 5.60 % 862,716 ​ 45,102 5.23 % 971,715 ​ 46,748 4.81 % Total interest-bearing liabilities ​ 22,989,282 ​ $ 666,574 2.90 % 16,074,749 ​ $ 528,996 3.29 % 13,283,466 ​ $ 343,437 2.59 % Noninterest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ 6,363,976 ​ ​ ​ ​ ​ 4,321,226 ​ ​ ​ ​ 4,342,137 ​ ​ ​ ​ Other liabilities ​ 580,889 ​ ​ ​ ​ ​ 495,104 ​ ​ ​ ​ 446,274 ​ ​ ​ ​ Total liabilities ​ 29,934,147 ​ ​ ​ ​ ​ 20,891,079 ​ ​ ​ ​ 18,071,877 ​ ​ ​ ​ Stockholders' equity ​ 4,446,839 ​ ​ ​ ​ ​ 2,971,111 ​ ​ ​ ​ 2,440,525 ​ ​ ​ ​ Total liabilities and stockholders' equity ​ $ 34,380,986 ​ ​ ​ ​ ​ $ 23,862,190 ​ ​ ​ ​ $ 20,512,402 ​ ​ ​ ​ ​ ​ ​ ​ $ 1,172,074 ​ ​ ​ ​ $ 713,765 ​ ​ ​ ​ $ 625,923 ​ ​ Net interest income (FTE) (+) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate spread ​ ​ ​ ​ ​ 3.05 % ​ ​ ​ 2.53 % ​ ​ ​ 2.69 % Cost of funds ​ ​ ​ ​ ​ 2.15 % ​ ​ ​ 2.48 % ​ ​ ​ 1.87 % Net interest margin (FTE) (+) ​ ​ ​ ​ ​ 3.80 % ​ ​ ​ 3.34 % ​ ​ ​ 3.41 % (1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis provides information about the major components of our results of operations and financial condition, liquidity, and capital resources.
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis provides information about the major components of our results of operations, financial condition, liquidity, and capital resources.
The sum of the PCD loan’s purchase price and ALLL becomes its initial amortized cost basis.
The sum of the PCD loan’s purchase price and initial ALLL becomes its initial amortized cost basis.
The increase in interest-earning assets and interest-bearing deposits was primarily related to the acquisition of American National. The increased asset yield and cost of funds reflect the impact of the FOMC rate increases throughout 2022 and 2023 prior to the Federal Reserve lowering the Federal Funds target rate 100 bps between September and December in 2024.
The increase in interest-earning assets and interest-bearing deposits was primarily related to the acquisition of American National. The increased asset yield and cost of funds reflect the impact of the FOMC rate increases throughout 2022 and 2023 prior to the Federal Reserve lowering the Federal Funds target rate 100 bps between September and December 2024.
Management believes our overall liquidity to be sufficient to satisfy our depositors’ requirements and to meet our customers’ credit needs. During 2024, the Company improved its borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress.
During 2024, the Company improved its borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress. Management believes our overall liquidity to be sufficient to satisfy our depositors’ requirements and to meet our customers’ credit needs.
Noninterest income increased $28.0 million or 30.8% to $118.9 million for 2024, compared to $90.9 million for 2023, primarily driven by a decrease in loss on the sale of AFS securities, as well as the impact of the American National acquisition, partially offset by a decrease in other operating income primarily driven by a gain recognized in 2023 related to our sale-leaseback transactions.
Noninterest income for 2024 increased $28.0 million or 30.8% to $118.9 million, compared to 2023, primarily driven by a decrease in loss on the sale of AFS securities, as well as the impact of the American National acquisition, partially offset by a decrease in other operating income primarily driven by a gain recognized in 2023 related to our sale-leaseback transactions.
The difference between the initial amortized cost basis and the par value of the PCD loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs .
The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs .
We seek to fund increased loan volumes by growing our core deposits, but, subject to internal policy limits on the amount of wholesale funding we may maintain, we may use wholesale funding sources to fund shortfalls, if any, or provide additional liquidity.
We seek to fund increased loan volumes by growing core deposits, but, subject to internal policy limits on the amount of wholesale funding we may maintain, we may use wholesale funding sources to fund shortfalls, if any, or provide additional liquidity.
Management reviews pricing of our products and services, in light of current and expected costs due to inflation, to seek to mitigate the inflationary impact on our financial performance. ​ ​ 89 Table of Contents NON-GAAP FINANCIAL MEASURES In this Form 10-K, we have provided supplemental performance measures determined by methods other than in accordance with GAAP.
Management reviews pricing of our products and services, in light of current and expected costs due to inflation, to seek to mitigate the inflationary impact on our financial performance. 82 Table of Contents NON-GAAP FINANCIAL MEASURES In this Form 10-K, we have provided supplemental performance measures determined by methods other than in accordance with GAAP.
We also closely track the potential impacts on our liquidity from declines in the fair value of our securities portfolio due to changing market interest rates and developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity. 87 Table of Contents We consider our liquid assets to include cash, interest-bearing deposits with banks, money market investments, federal funds sold, LHFS, and securities and loans maturing or re-pricing within one year.
We also closely track the potential impacts on our liquidity from declines in the fair value of our securities portfolio due to changing market interest rates and developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity. ​ We consider our liquid assets to include cash, interest-bearing deposits with banks, money market investments, federal funds sold, LHFS, and securities and loans maturing or re-pricing within one year.
Refer to “Deposits” within this Item 7 for additional information on this topic. ​ We closely monitor changes in the industry and market conditions that may impact our liquidity and will use other borrowing means or other liquidity and funding strategies sources to fund our liquidity needs.
Refer to “Deposits” within this Item 7 for additional information on this topic. ​ We closely monitor changes in the industry and market conditions that may impact our liquidity and will use other borrowing means or other liquidity and funding strategies sources to fund our liquidity needs as needed.
These non-GAAP financial measures are a supplement to GAAP, which we used to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies.
These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies.
We use earnings simulation and economic value simulation models on a regular basis, which more effectively measure the cash flow and optionality impacts, and these models are discussed below. 85 Table of Contents We determine the overall magnitude of interest sensitivity risk and then we create policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments.
We use earnings simulation and economic value simulation models on a regular basis, which more effectively measure the cash flow and optionality impacts, and these models are discussed below. We determine the overall magnitude of interest sensitivity risk and then we create policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments.
Total CRE and commercial and industrial loans represented our largest loan categories at both December 31, 2024 and 2023. We remain committed to originating soundly underwritten loans to qualifying borrowers within our markets.
Total CRE and commercial and industrial loans represented our largest loan categories at both December 31, 2025 and 2024. We remain committed to originating soundly underwritten loans to qualifying borrowers within our markets.
Net interest income for 2024 totaled $698.5 million, an increase of $87.5 million or 14.3% from 2023. The increase in net interest income was primarily the result of an increase in interest-earning assets, higher yield on interest-earning assets, and higher net accretion income, partially offset by the impact of higher interest-bearing liabilities and higher cost of funds.
Net interest income for 2024 totaled $698.5 million, an increase of $87.5 million or 14.3%, compared to 2023. The increase in net interest income was primarily the result of an increase in interest-earning assets, higher yield on interest-earning assets, and higher net accretion income, partially offset by the impact of higher interest-bearing liabilities and higher cost of funds.
Our asset liability management committee is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. Our Board of Directors reviews and approves the policies established by our asset liability management committee.
Our market risk is composed primarily of interest rate risk. Our asset liability management committee is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. Our Board of Directors reviews and approves the policies established by our asset liability management committee.
For additional information on our loan activity, please refer to the section “Loan Portfolio” included within this Item 7 and Note 4 “Loans and Allowance for Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Total investments at December 31, 2024 were $3.3 billion, an increase of $164.9 million or 5.2% from December 31, 2023.
For additional information on our loan activity, please refer to the section “Loan Portfolio” included within this Item 7 and Note 4 “Loans and Allowance for Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Total investments at December 31, 2025 were $5.3 billion, an increase of $1.9 billion or 57.3% from December 31, 2024.
If an institution is liability sensitive its liabilities reprice more quickly than its assets and net interest income would be expected to decrease in a rising interest rate environment and increase in a falling interest rate environment. ​ 86 Table of Contents From a net interest income perspective, we were more asset sensitive as of December 31, 2024 compared to 2023.
If an institution is liability sensitive its liabilities reprice more quickly than its assets and net interest income would be expected to decrease in a rising interest rate environment and increase in a falling interest rate environment. From a net interest income perspective, we were more asset sensitive as of December 31, 2025 compared to 2024.
Noninterest expense increased $77.1 million or 17.9% to $507.5 million for 2024, compared to $430.4 million for 2023, primarily driven by an increase in merger-related costs due to the American National acquisition and our pending merger with Sandy Spring, as well as an increase in salaries and benefits and other increases in various categories of noninterest expense, most of which were due to the impact of the American National acquisition.
Noninterest expense for 2024 increased $77.1 million or 17.9% to $507.5 million, compared to 2023, primarily driven by an increase in merger-related costs due to the American National and Sandy Spring acquisitions, as well as an increase in salaries and benefits and other increases in various categories of noninterest expense, most of which were due to the impact of the American National acquisition.
(3) The rate-related changes in interest expense on other borrowings include the impact of higher amortization of the acquisition-related fair value adjustments of $226,000, $24,000, and $22,000 for the years ended December 31, 2024, 2023, and 2022, respectively . ​ ​ ​ 67 Table of Contents NONINTEREST INCOME Years Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ 2024 2023 $ % ​ ​ (Dollars in thousands) Noninterest income: ​ ​ ​ ​ ​ Service charges on deposit accounts ​ $ 37,279 ​ $ 33,240 ​ $ 4,039 ​ 12.2 % Other service charges, commissions and fees ​ 7,511 ​ 7,860 ​ (349) ​ (4.4) % Interchange fees ​ 12,134 ​ 9,678 ​ 2,456 ​ 25.4 % Fiduciary and asset management fees ​ 25,528 ​ 17,695 ​ 7,833 ​ 44.3 % Mortgage banking income ​ ​ 4,202 ​ ​ 2,743 ​ ​ 1,459 ​ 53.2 % Loss on sale of securities ​ (6,493) ​ (40,989) ​ 34,496 ​ (84.2) % Bank owned life insurance income ​ 15,629 ​ 11,759 ​ 3,870 ​ 32.9 % Loan-related interest rate swap fees ​ 9,435 ​ 10,037 ​ (602) ​ (6.0) % Other operating income ​ 13,653 ​ 38,854 ​ (25,201) ​ (64.9) % Total noninterest income ​ $ 118,878 ​ $ 90,877 ​ $ 28,001 ​ 30.8 % ​ For 2024, our noninterest income increased $28.0 million or 30.8% to $118.9 million compared to $90.9 million for 2023, primarily driven by a $34.5 million decrease in loss on the sale of securities, which included $41.0 million of losses resulting from our balance sheet repositioning strategy executed in 2023, compared to $6.5 million of losses in 2024 due to our restructuring of the American National securities portfolio, as well as increases in various other categories of noninterest income, due primarily to the impact of the American National acquisition discussed below.
In addition to the acquisition impacts, loan-related interest rate swap fees increased $9.0 million, primarily due to higher transaction volumes. ​ ​ 61 Table of Contents Years Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ $ ​ ​ ​ % ​ ​ (Dollars in thousands) Noninterest income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Service charges on deposit accounts ​ $ 37,279 ​ $ 33,240 ​ $ 4,039 ​ 12.2 % Other service charges, commissions and fees ​ 7,511 ​ 7,860 ​ (349) ​ (4.4) % Interchange fees ​ 12,134 ​ 9,678 ​ 2,456 ​ 25.4 % Fiduciary and asset management fees ​ 25,528 ​ 17,695 ​ 7,833 ​ 44.3 % Mortgage banking income ​ ​ 4,202 ​ ​ 2,743 ​ ​ 1,459 ​ 53.2 % Loss on sale of securities ​ ​ (6,493) ​ ​ (40,989) ​ ​ 34,496 ​ (84.2) % Bank owned life insurance income ​ 15,629 ​ 11,759 ​ 3,870 ​ 32.9 % Loan-related interest rate swap fees ​ 9,435 ​ 10,037 ​ (602) ​ (6.0) % Other operating income ​ 13,653 ​ 38,854 ​ (25,201) ​ (64.9) % Total noninterest income ​ $ 118,878 ​ $ 90,877 ​ $ 28,001 ​ 30.8 % ​ For 2024, our noninterest income increased $28.0 million or 30.8% to $118.9 million, compared to 2023, primarily driven by a $34.5 million decrease in loss on the sale of securities, which included $41.0 million of losses resulting from our balance sheet repositioning strategy executed in 2023, compared to $6.5 million of losses in 2024 due to our restructuring of the American National securities portfolio, as well as increases in various other categories of noninterest income, due primarily to the impact of the American National acquisition discussed below.
Our interest margin represents net interest income expressed as a percentage of average earning assets. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on our net interest income, net interest margin, and net income.
Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on our net interest income, net interest margin, and net income.
We do not currently finance large, high-rise, or major metropolitan central business district office buildings, and the office portfolio is generally in suburban markets with strong occupancy levels.
We do not currently finance large, high-rise, or major metropolitan central business district office buildings, and the office portfolio is generally in suburban markets with stronger occupancy levels than downtown office markets.
(2) Represents lease payments due on non-cancellable operating leases at December 31, 2024.
(2) Represents lease payments due on non-cancellable operating leases at December 31, 2025.
The average loan size of our CRE portfolio was approximately $1.1 million and $1.2 million, as of December 31, 2024 and 2023, respectively, and the median loan size in our CRE portfolio was approximately $242,000 as of December 31, 2024 and approximately $273,000 as of December 31, 2023.
The average loan size of our CRE portfolio was approximately $1.2 million and $1.1 million, as of December 31, 2025 and 2024, respectively, and the median loan size in our CRE portfolio was approximately $311,000 as of December 31, 2025 and approximately $242,000 as of December 31, 2024.
If the cash flow from the project is reduced, or if leases are not obtained or renewed, the 79 Table of Contents borrower’s ability to repay the loan may be impaired.
If the cash flow from the project is reduced, or if leases are not obtained or renewed, the borrower’s ability to repay the loan may be impaired.
These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in our Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of our involvement in particular classes of financial instruments.
These instruments involve elements of credit and interest rate risk in excess of the amount recognized in our Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of our involvement in particular classes of financial instruments.
The increase in net income was primarily related to the American National acquisition. Adjusted operating earnings available to common shareholders (+) totaled $241.3 million for 2024, compared to $221.2 million for 2023, and adjusted diluted operating EPS (+) was $2.74 for 2024, compared to $2.95 for 2023.
The increase in net income was primarily related to the American National acquisition. Adjusted operating earnings available to common shareholders (+) totaled $252.8 million for 2024, compared to $221.2 million for 2023, and adjusted diluted operating EPS (+) was $2.88 for 2024, compared to $2.95 for 2023.
Wholesale Banking’s noninterest income also increased in 2024 compared to 2023, primarily due to the impact of the American National acquisition, which drove the majority of the increases in fiduciary and asset management fees and service charges on deposit accounts.
Wholesale Banking’s noninterest income also increased in 2025 compared to 2024, primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the increases in fiduciary and asset management fees and service charges on deposit accounts.
Our loan portfolio generally does not include exposure to option adjustable-rate mortgage products, high loan-to-value ratio mortgages, interest only mortgage loans, subprime mortgage loans, or mortgage loans with initial teaser rates, which are all considered higher risk instruments. ​ Nonperforming Assets At December 31, 2024, our NPAs totaled $58.4 million, an increase of $21.5 million or 58.2% from December 31, 2023.
Our loan portfolio generally does not include exposure to option adjustable-rate mortgage products, high loan-to-value ratio mortgages, interest only mortgage loans, subprime mortgage loans, or mortgage loans with initial teaser rates, which are all considered higher risk instruments. ​ ​ 73 Table of Contents Nonperforming Assets At December 31, 2025, NPAs totaled $116.9 million, an increase of $58.5 million or 100.2% from December 31, 2024.
This shift is due, in part, to the changing market characteristics of certain loan and deposit products and, in part, due to various other balance sheet strategies. We expect net interest income to increase with an immediate increase or shock in market rates.
This shift is due, in part, to the changing market characteristics of certain loan and deposit products and, in part, due to securities portfolio strategies. We expect net interest income to increase with an immediate increase or shock in market rates.
For additional details on noninterest income, refer to the section “Noninterest Income” included within this Item 7 of this Form 10-K.
For additional details on noninterest expense, refer to the section “Noninterest Expense” included within this Item 7 of this Form 10-K.
We have identified the allowance for loan and lease losses, fair value measurements, and acquisition accounting as accounting policies that require the most difficult, subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change.
We have identified the allowance for loan and lease losses, fair value measurements, valuation of deferred tax assets, and valuation of acquired assets and liabilities as accounting policies that require the most difficult, subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change.
Of the total past due loans still accruing interest, $14.1 million or 0.08% of total LHFI were loans past due 90 days or more at December 31, 2024, compared to $13.9 million or 0.09% of total LHFI at December 31, 2023.
Of the total past due LHFI still accruing interest, $35.6 million or 0.13% of total LHFI were loans past due 90 days or more at December 31, 2025, compared to $14.1 million or 0.08% of total LHFI at December 31, 2024.
Adjusted operating noninterest income excludes loss on sale of securities, gain on sale-leaseback transaction and gain on sale of DHFB. These measures are similar to the measures we use when analyzing corporate performance and are also similar to the measure we use for incentive compensation.
Adjusted operating noninterest income excludes gain on sale of equity interest in CSP, gain on CRE loan sale, loss on sale of securities, and gain on sale-leaseback transaction. These measures are similar to the measures we use when analyzing corporate performance and are also similar to the measure we use for incentive compensation.
On January 31, 2025, we announced that our Board of Directors declared a quarterly dividend on our outstanding shares of our Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) is payable on March 3, 2025 to preferred shareholders of record as of February 14, 2025.
On January 29, 2026, we announced that our Board of Directors declared a quarterly dividend on our outstanding shares of our Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) is payable on March 2, 2026 to preferred shareholders of record as of February 13, 2026.
American National’s results of operations are included in our consolidated results since the date of acquisition, and therefore, our fourth quarter and full year 2024 results reflect increased levels of average balances, net interest income, and expense compared to our results for the corresponding period in 2023.
Sandy Spring’s results of operations are included in our consolidated results since the date of acquisition, and therefore, our fourth quarter and full year 2025 results reflect increased levels of average balances, net interest income, and expenses compared to our results for the corresponding period in 2024.
In addition, our interest income includes the accretion of discounts on our acquired loans, which will also affect our net interest income and net interest margin.
In addition, our net interest income includes the accretion of discounts on our acquired loans, as well as amortization of deposits and borrowings, which will also affect our net interest income and net interest margin.
The average loan size in our multifamily portfolio was approximately $2.5 million and approximately $3.2 million as of December 31, 2024 and 2023, respectively, and the median loan size in our multifamily portfolio was approximately $646,000 and approximately $793,000 as of December 31, 2024 and 2023, respectively.
The average loan size in our multifamily portfolio was $3.6 million and $2.5 million as of December 31, 2025 and 2024, respectively, and the median loan size in our multifamily portfolio was $843,000 and $646,000 as of December 31, 2025 and 2024, respectively.
These decreases were partially offset by a $3.2 million increase in service charges on deposit accounts due to growth and improved margins in treasury management services and higher Consumer Banking customer activity, and a $1.1 million increase in other service charges, commissions, and fees due primarily to a merchant services vendor contract signing bonus. ​ ​ ​ ​ 69 Table of Contents NONINTEREST EXPENSE Years Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ 2024 2023 $ % ​ ​ (Dollars in thousands) Noninterest expense: ​ ​ ​ ​ ​ Salaries and benefits ​ $ 271,164 ​ $ 236,682 ​ $ 34,482 ​ 14.6 % Occupancy expenses ​ 30,232 ​ 25,146 ​ 5,086 ​ 20.2 % Furniture and equipment expenses ​ 14,582 ​ 14,282 ​ 300 ​ 2.1 % Technology and data processing ​ 37,520 ​ 32,484 ​ 5,036 ​ 15.5 % Professional services ​ 16,804 ​ 15,483 ​ 1,321 ​ 8.5 % Marketing and advertising expense ​ 12,126 ​ 10,406 ​ 1,720 ​ 16.5 % FDIC assessment premiums and other insurance ​ 20,255 ​ 19,861 ​ 394 ​ 2.0 % Franchise and other taxes ​ 18,364 ​ 18,013 ​ 351 ​ 1.9 % Loan-related expenses ​ 5,513 ​ 5,619 ​ (106) ​ (1.9) % Amortization of intangible assets ​ 19,307 ​ 8,781 ​ 10,526 ​ 119.9 % Merger-related costs ​ ​ 40,018 ​ ​ 2,995 ​ ​ 37,023 ​ NM ​ Other expenses ​ 21,649 ​ 40,619 ​ (18,970) ​ (46.7) % Total noninterest expense ​ $ 507,534 ​ $ 430,371 ​ $ 77,163 ​ 17.9 % NM = Not Meaningful For 2024, our noninterest expense increased $77.1 million or 17.9% to $507.5 million, compared to $430.4 million for 2023, primarily driven by a $37.0 million increase in merger-related costs due to the American National acquisition and our pending merger with Sandy Spring, as well as the increase in salaries and benefits and increases in various other categories of noninterest expense, most of which were due to the impact of the American National acquisition discussed below.
The increase in adjusted operating noninterest expense (+) was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $130.9 million increase in salaries and benefits expense, the $24.4 million increase in technology and data processing, the $18.9 million increase in other expenses, the $17.9 million increase in occupancy expenses, the $12.5 million increase in professional services, the $10.6 million increase in FDIC assessment premiums and other insurance, the $7.5 million increase in furniture and equipment expenses, and the $6.7 million increase in marketing and advertising expense. ​ 63 Table of Contents Years Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ $ ​ ​ ​ % ​ ​ (Dollars in thousands) Noninterest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ $ 271,164 ​ $ 236,682 ​ $ 34,482 ​ 14.6 % Occupancy expenses ​ 30,232 ​ 25,146 ​ 5,086 ​ 20.2 % Furniture and equipment expenses ​ 14,582 ​ 14,282 ​ 300 ​ 2.1 % Technology and data processing ​ 37,520 ​ 32,484 ​ 5,036 ​ 15.5 % Professional services ​ 16,804 ​ 15,483 ​ 1,321 ​ 8.5 % Marketing and advertising expense ​ 12,126 ​ 10,406 ​ 1,720 ​ 16.5 % FDIC assessment premiums and other insurance ​ 20,255 ​ 19,861 ​ 394 ​ 2.0 % Franchise and other taxes ​ 18,364 ​ 18,013 ​ 351 ​ 1.9 % Loan-related expenses ​ 5,513 ​ 5,619 ​ (106) ​ (1.9) % Amortization of intangible assets ​ 19,307 ​ 8,781 ​ 10,526 ​ 119.9 % Merger-related costs ​ ​ 40,018 ​ ​ 2,995 ​ ​ 37,023 ​ NM ​ Other expenses ​ 21,649 ​ ​ 40,619 ​ (18,970) ​ (46.7) % Total noninterest expense ​ $ 507,534 ​ $ 430,371 ​ $ 77,163 ​ 17.9 % NM = Not Meaningful For 2024, our noninterest expense increased $77.1 million or 17.9% to $507.5 million, compared to 2023, primarily driven by a $37.0 million increase in merger-related costs due to the American National and Sandy Spring acquisitions, as well as the increase in salaries and benefits and increases in various other categories of noninterest expense, most of which were due to the impact of the American National acquisition discussed below.
Net interest income (FTE) (+) for 2024 was $713.8 million, an increase of $87.8 million from 2023.
Net interest income (FTE) (+) for 2024 was $713.8 million, an increase of $87.8 million from the prior year.
For more information, refer to Note 12 “Stockholders’ Equity” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
For more information, reference Note 2 “Acquisitions” in “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are evaluating the impact of ASU No. 2024-03 on our consolidated financial statements.
The amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are evaluating the impact of ASU No. 2025-06 on our consolidated financial statements.
Total interest-bearing deposits consisted of interest checking accounts, money market accounts, savings accounts, time deposits, and brokered deposits. Our time deposits balances with customers totaled $4.1 billion and accounted for 27.5% of total interest-bearing customer deposits at December 31, 2024, compared to $2.8 billion and 23.1% at December 31, 2023.
Total interest-bearing deposits consisted of interest checking accounts, money market accounts, savings accounts, time deposits, and brokered deposits. Our total time deposit balances with customers totaled $5.7 billion and accounted for 25.3% of total interest-bearing customer deposits at December 31, 2025, compared to $4.1 billion and 27.5%, respectively, at December 31, 2024.
The average loan size in our office portfolio was approximately $1.7 million and approximately $1.9 million as of December 31, 2024 and 2023, respectively, and the median loan size in our office portfolio was approximately $571,000 and approximately $647,000 as of December 31, 2024 and 2023, respectively.
The average loan size in our office portfolio was $2.1 million and $1.7 million as of December 31, 2025 and 2024, respectively, and the median loan size in our office portfolio was $720,000 and $571,000 as of December 31, 2025 and 2024, respectively.
We do not currently monitor owner-occupied CRE loans based on geographical markets as the primary source of repayment for these loans is predicated on the cash flow from the underlying operating entity, which is generally less dependent on conditions in the relevant CRE market. These loans are generally located within our geographical footprint and are generally distributed across industries.
We do not currently monitor owner-occupied CRE loans based on geographical markets as the primary source of repayment for these loans is predicated on the cash flow from the underlying operating entity, which is generally less 72 Table of Contents dependent on conditions in the relevant CRE market.
The majority of our MBS are agency-backed securities, which have a government guarantee. For information regarding the hedge transaction related to AFS securities, see Note 11 “Derivatives” in “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
For information regarding the hedge transaction related to AFS securities, see Note 11 “Derivatives” in “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
Our Board of Directors also declared a quarterly dividend of $0.34 per share of common stock, which is payable on February 28, 2025 to common shareholders of record as of February 14, 2025.
Our Board of Directors also declared a quarterly dividend of $0.37 per share of common stock, which is payable on February 27, 2026 to common shareholders of record as of February 13, 2026.
The analysis assesses the impact on net interest income over a 12-month period after an immediate increase or “shock” in rates, of 100 bps up to 300 bps. The model, under all scenarios, does not drop the index below zero.
The analysis assesses the impact on net interest income over a 12-month period after an immediate increase or “shock” in rates, of 100 bps up to 300 bps.
LLC (the “Forward Purchaser”), relating to an aggregate of 9,859,155 shares of our common stock. On October 21, 2024, we priced the public offering of shares of our common stock in connection with such forward sale agreement and entered into an underwriting agreement with Morgan Stanley & Co.
Forward Sale Agreements ​ On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, we entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”) relating to an aggregate of 9,859,155 shares of our common stock.
We estimate our ALLL using a loan-level probability of default/loss given default methodology for all loans and also consider the need to qualitatively adjust the expected credit losses for information not already captured in the loan-level probability of default/loss given default methodology based on a qualitative framework that adheres to the Interagency Policy Statement on Allowances for Credit Losses.
We estimate our ALLL using a loan-level probability of default/loss given default methodology for all loans and also consider the need to qualitatively adjust the expected credit losses for information not already captured in the loan-level probability of default/loss given default methodology based on a qualitative framework that adheres to the Interagency Policy Statement on Allowances for Credit Losses. 48 Table of Contents Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain.
We, our subsidiaries, and Atlantic Union Bank’s non-bank subsidiaries are subject to Virginia income taxes and may be able to utilize existing state deferred tax assets, depending on a number of factors including those entities’ financial results.
We, our subsidiaries, and Atlantic Union Bank’s non-bank subsidiaries are subject to Virginia income taxes and may be able to utilize existing state deferred tax assets, depending on a number of factors including those entities’ financial results. The valuation allowance totaled $7.8 million and $4.4 million at December 31, 2025 and December 31, 2024, respectively.
We believe these adjusted measures provide investors with important information about the continuing economic results of our operations. ​ The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Adjusted Operating Noninterest Expense & Noninterest Income ​ ​ ​ ​ ​ ​ ​ Noninterest expense (GAAP) ​ $ 507,534 ​ $ 430,371 ​ $ 403,802 ​ Less: Amortization of intangible assets ​ ​ 19,307 ​ ​ 8,781 ​ ​ 10,815 ​ Less: Merger-related costs ​ ​ 40,018 ​ ​ 2,995 ​ ​ — ​ Less: FDIC special assessments ​ ​ 840 ​ ​ 3,362 ​ ​ — ​ Less: Strategic cost saving initiatives ​ ​ — ​ ​ 12,607 ​ ​ — ​ Less: Legal reserve ​ ​ — ​ ​ 8,300 ​ ​ — ​ Less: Strategic branch closing and facility consolidation costs ​ ​ — ​ ​ — ​ ​ 5,508 ​ Adjusted operating noninterest expense (non-GAAP) ​ $ 447,369 ​ $ 394,326 ​ $ 387,479 ​ Noninterest income (GAAP) ​ $ 118,878 ​ $ 90,877 ​ $ 118,523 ​ Less: Loss on sale of securities ​ ​ (6,493) ​ ​ (40,989) ​ ​ (3) ​ Less: Gain on sale-leaseback transaction ​ ​ — ​ ​ 29,579 ​ ​ — ​ Less: Gain on sale of DHFB ​ ​ — ​ ​ — ​ ​ 9,082 ​ Adjusted operating noninterest income (non-GAAP) ​ $ 125,371 ​ $ 102,287 ​ $ 109,444 ​ ​ ​
We believe these adjusted measures provide investors with important information about the continuing economic results of our operations. ​ The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Adjusted Operating Noninterest Expense & Noninterest Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest expense (GAAP) ​ $ 895,570 ​ $ 507,534 ​ $ 430,371 Less: Amortization of intangible assets ​ ​ 59,668 ​ ​ 19,307 ​ ​ 8,781 Less: Merger-related costs ​ ​ 157,278 ​ ​ 40,018 ​ ​ 2,995 Less: FDIC special assessments ​ ​ — ​ ​ 840 ​ ​ 3,362 Less: Strategic cost saving initiatives ​ ​ — ​ ​ — ​ ​ 12,607 Less: Legal reserve ​ ​ — ​ ​ — ​ ​ 8,300 Adjusted operating noninterest expense (non-GAAP) ​ $ 678,624 ​ $ 447,369 ​ $ 394,326 Noninterest income (GAAP) ​ $ 219,436 ​ $ 118,878 ​ $ 90,877 Less: Gain on sale of equity interest in CSP ​ ​ 14,757 ​ ​ — ​ ​ — Less: Gain on CRE loan sale ​ ​ 10,915 ​ ​ — ​ ​ — Less: Loss on sale of securities ​ ​ (81) ​ ​ (6,493) ​ ​ (40,989) Less: Gain on sale-leaseback transaction ​ ​ — ​ ​ — ​ ​ 29,579 Adjusted operating noninterest income (non-GAAP) ​ $ 193,845 ​ $ 125,371 ​ $ 102,287 ​ ​
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Interest Income (FTE) ​ ​ ​ Interest and dividend income (GAAP) ​ $ 1,227,535 ​ $ 954,450 ​ $ 660,435 ​ FTE adjustment ​ 15,226 ​ 14,910 ​ 14,873 ​ Interest and dividend income (FTE) (non-GAAP) ​ $ 1,242,761 ​ $ 969,360 ​ $ 675,308 ​ Average earning assets ​ $ 21,347,677 ​ $ 18,368,806 ​ $ 17,853,216 ​ Yield on interest-earning assets (GAAP) ​ 5.75 % 5.20 % 3.70 % Yield on interest-earning assets (FTE) (non-GAAP) ​ 5.82 % 5.28 % 3.78 % Net Interest Income (FTE) ​ ​ ​ ​ ​ Net interest income (GAAP) ​ $ 698,539 ​ $ 611,013 ​ $ 584,261 ​ FTE adjustment ​ 15,226 ​ 14,910 ​ 14,873 ​ Net interest income (FTE) (non-GAAP) ​ $ 713,765 ​ $ 625,923 ​ $ 599,134 ​ Noninterest income (GAAP) ​ ​ 118,878 ​ ​ 90,877 ​ ​ 118,523 ​ Total revenue (FTE) (non-GAAP) ​ $ 832,643 ​ $ 716,800 ​ $ 717,657 ​ Average earning assets ​ $ 21,347,677 ​ $ 18,368,806 ​ $ 17,853,216 ​ Net interest margin (GAAP) ​ 3.27 % 3.33 % 3.27 % Net interest margin (FTE) (non-GAAP) ​ 3.34 % 3.41 % 3.36 % ​ ​ ​ 90 Table of Contents Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios.
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Interest Income (FTE) ​ ​ ​ ​ ​ ​ Interest and dividend income (GAAP) ​ $ 1,821,487 ​ $ 1,227,535 ​ $ 954,450 ​ FTE adjustment ​ 17,161 ​ 15,226 ​ 14,910 ​ Interest and dividend income (FTE) (non-GAAP) ​ $ 1,838,648 ​ $ 1,242,761 ​ $ 969,360 ​ Average earning assets ​ $ 30,876,034 ​ $ 21,347,677 ​ $ 18,368,806 ​ Yield on interest-earning assets (GAAP) ​ 5.90 % 5.75 % 5.20 % Yield on interest-earning assets (FTE) (non-GAAP) ​ 5.95 % 5.82 % 5.28 % Net Interest Income (FTE) ​ ​ ​ ​ ​ ​ ​ Net interest income (GAAP) ​ $ 1,154,913 ​ $ 698,539 ​ $ 611,013 ​ FTE adjustment ​ 17,161 ​ 15,226 ​ 14,910 ​ Net interest income (FTE) (non-GAAP) ​ $ 1,172,074 ​ $ 713,765 ​ $ 625,923 ​ Noninterest income (GAAP) ​ ​ 219,436 ​ ​ 118,878 ​ ​ 90,877 ​ Total revenue (FTE) (non-GAAP) ​ $ 1,391,510 ​ $ 832,643 ​ $ 716,800 ​ Average earning assets ​ $ 30,876,034 ​ $ 21,347,677 ​ $ 18,368,806 ​ Net interest margin (GAAP) ​ 3.74 % 3.27 % 3.33 % Net interest margin (FTE) (non-GAAP) ​ 3.80 % 3.34 % 3.41 % ​ ​ ​ 83 Table of Contents Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios.
During 2024, we also declared and paid cash dividends of $1.30 per common share, an increase of $0.08 per share or 6.6% over 2023. ​ ​ ​ 76 Table of Contents SECURITIES At December 31, 2024, we had total investments of $3.3 billion or 13.6% of total assets, compared to $3.2 billion or 15.0% of total assets at December 31, 2023.
During 2025, we also declared and paid cash dividends of $1.39 per common share, an increase of $0.09 per share or 6.9% over 2024. ​ SECURITIES At December 31, 2025, we had total investments of $5.3 billion or 14.0% of total assets, compared to $3.3 billion or 13.6% of total assets at December 31, 2024.
For more information on these commitments, refer to Note 10 “Commitments and Contingencies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
For additional information on our borrowing activity, refer to Note 9 “Borrowings” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
Included in the provision for credit losses is $13.2 million of initial provision expense on non-PCD loans and $1.4 million on unfunded commitments, each relating to loans acquired from American National, which were recorded in the second quarter of 2024.
Included in the provision for credit losses for the year ended December 31, 2024 was $13.2 million of Day 1 initial provision expense on non-PCD loans and $1.4 million on unfunded commitments, on loans acquired from American National in the second quarter of 2024.
Unless noted otherwise, we do not require collateral or other security to support off-balance sheet financial instruments with credit risk. We are also a lessor in sales-type and direct financing leases for equipment, as noted in Note 7 “Leases” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
Unless noted otherwise, we do not require collateral or other security to support off-balance sheet financial instruments with credit risk. For a summary of our total commitments with off-balance sheet risk see Note 10 “Commitments and Contingencies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
The following tables show interest income on earning assets and related average yields, as well as interest expense on interest-bearing liabilities and related average rates paid for the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Change ​ Average interest-earning assets ​ $ 21,347,677 ​ $ 18,368,806 ​ $ 2,978,871 Interest and dividend income ​ $ 1,227,535 ​ $ 954,450 ​ $ 273,085 Interest and dividend income (FTE) (+) ​ $ 1,242,761 ​ $ 969,360 ​ $ 273,401 Yield on interest-earning assets ​ 5.75 % 5.20 % 55 bps Yield on interest-earning assets (FTE) (+) ​ 5.82 % 5.28 % 54 bps Average interest-bearing liabilities ​ $ 16,074,749 ​ $ 13,283,466 ​ $ 2,791,283 Interest expense ​ $ 528,996 ​ $ 343,437 ​ $ 185,559 Cost of interest-bearing liabilities ​ 3.29 % 2.59 % 70 bps Cost of funds ​ 2.48 % 1.87 % 61 bps Net interest income ​ $ 698,539 ​ $ 611,013 ​ $ 87,526 Net interest income (FTE) (+) ​ $ 713,765 ​ $ 625,923 ​ $ 87,842 Net interest margin ​ 3.27 % 3.33 % (6) bps Net interest margin (FTE) (+) ​ 3.34 % 3.41 % (7) bps ​ For 2024, our net interest income was $698.5 million, an increase of $87.5 million from 2023.
Our cost of funds decreased 33 bps to 2.15% in 2025 from 2.48% in 2024, due to lower cost of deposits, primarily due to the Federal Funds rate cuts discussed above, partially offset by an increase in net amortization related to acquisition accounting and an increase in long-term subordinated debt with higher borrowing costs, both related to the Sandy Spring acquisition. ​ 57 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Change ​ ​ ​ (Dollars in thousands) ​ Average interest-earning assets ​ $ 21,347,677 ​ $ 18,368,806 ​ $ 2,978,871 ​ Interest and dividend income ​ $ 1,227,535 ​ $ 954,450 ​ $ 273,085 ​ Interest and dividend income (FTE) (+) ​ $ 1,242,761 ​ $ 969,360 ​ $ 273,401 ​ Yield on interest-earning assets ​ 5.75 % 5.20 % 55 bps Yield on interest-earning assets (FTE) (+) ​ 5.82 % 5.28 % 54 bps Average interest-bearing liabilities ​ $ 16,074,749 ​ $ 13,283,466 ​ $ 2,791,283 ​ Interest expense ​ $ 528,996 ​ $ 343,437 ​ $ 185,559 ​ Cost of interest-bearing liabilities ​ 3.29 % 2.59 % 70 bps Cost of funds ​ 2.48 % 1.87 % 61 bps Net interest income ​ $ 698,539 ​ $ 611,013 ​ $ 87,526 ​ Net interest income (FTE) (+) ​ $ 713,765 ​ $ 625,923 ​ $ 87,842 ​ Net interest margin ​ 3.27 % 3.33 % (6) bps Net interest margin (FTE) (+) ​ 3.34 % 3.41 % (7) bps ​ For 2024, net interest income was $698.5 million, an increase of $87.5 million from 2023.
The following table represents the interest rate sensitivity on our net interest income across the rate paths modeled for balances for the years ended December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Change In Net Interest Income ​ ​ 2024 ​ 2023 ​ % % Change in Yield Curve: +300 bps 6.23 4.41 +200 bps 4.50 3.20 +100 bps 2.48 1.79 Most likely rate scenario — — -100 bps (2.35) (1.68) -200 bps (5.85) (3.92) -300 bps ​ (10.64) ​ (7.62) ​ If an institution is asset sensitive its assets reprice more quickly than its liabilities and net interest income would be expected to increase in a rising interest rate environment and decrease in a falling interest rate environment.
The model, under all scenarios, does not drop the index below zero. ​ 79 Table of Contents The following table represents the interest rate sensitivity on our net interest income across the rate paths modeled for balances as of December 31,: ​ ​ ​ ​ ​ ​ ​ ​ Change In Net Interest Income ​ ​ 2025 ​ 2024 ​ ​ ​ ​ % ​ ​ ​ % Change in Yield Curve: ​ ​ +300 bps 7.44 6.23 +200 bps 5.28 4.50 +100 bps 2.79 2.48 Most likely rate scenario — — -100 bps (2.53) (2.35) -200 bps (4.97) (5.85) -300 bps ​ (5.77) ​ (10.64) ​ If an institution is asset sensitive its assets reprice more quickly than its liabilities and net interest income would be expected to increase in a rising interest rate environment and decrease in a falling interest rate environment.
Maturities of time deposits in excess of FDIC insurance limits were as follows as of December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 3 Months or Less $ 291,391 ​ $ 141,146 Over 3 Months through 6 Months 159,194 ​ 62,006 Over 6 Months through 12 Months ​ 78,090 ​ ​ 32,672 Over 12 Months 51,982 ​ 43,865 Total $ 580,657 ​ $ 279,689 ​ ​ CAPITAL RESOURCES Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds.
Maturities of time deposits in excess of FDIC insurance limits were as follows as of December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 3 Months or Less $ 409,080 ​ $ 291,391 Over 3 Months through 6 Months 192,388 ​ 159,194 Over 6 Months through 12 Months ​ 142,197 ​ ​ 78,090 Over 12 Months 101,930 ​ 51,982 Total $ 845,595 ​ $ 580,657 ​ ​ 77 Table of Contents CAPITAL RESOURCES Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds.
As of December 31, 2024 and 2023, unfunded commitments on loans modified and designated as TLMs were $198,000 and $1.6 million, respectively. ​ Net Charge-offs For the year ended December 31, 2024, our net charge-offs were $8.8 million or 0.05% of total average loans, compared to $7.6 million or 0.05%, respectively, for the year ended December 31, 2023.
As of December 31, 2025 and 2024, there were no material unfunded commitments on loans modified and designated as TLMs. ​ Net Charge-offs For the year ended December 31, 2025, net charge-offs were $42.5 million or 0.17% of total average LHFI, compared to $8.8 million or 0.05%, respectively, for the year ended December 31, 2024.
This increase was primarily due to the American National acquisition. We seek to diversify our investment portfolio to minimize risk, and we focus on purchasing MBS for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher tax-equivalent yield offered from these securities.
We seek to diversify our investment portfolio to minimize risk, and we focus on purchasing MBS for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher tax-equivalent yield offered from these securities. The majority of our MBS are agency-backed securities, which have a government guarantee.
(6) Interest expense on borrowings includes $1.1 million, $852,000, and $828,000 for the years ended December 31, 2024, 2023, and 2022, respectively, in amortization of the fair value adjustments related to acquisitions. 66 Table of Contents The Volume Rate Analysis table below presents changes in our net interest income (FTE) (+) and interest expense and distinguishes between the changes related to increases or decreases in our average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate).
(6) Interest expense on borrowings includes accretion (amortization) of the fair market value adjustments related to acquisitions, as disclosed above. ​ 59 Table of Contents The Volume Rate Analysis table below presents changes in our net interest income (FTE) (+) and interest expense and distinguishes between the changes related to increases or decreases in our average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate).
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures as of December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Tangible Assets ​ ​ ​ ​ Ending Assets (GAAP) ​ $ 24,585,323 ​ $ 21,166,197 ​ $ 20,461,138 ​ Less: Ending goodwill ​ 1,214,053 ​ 925,211 ​ 925,211 ​ Less: Ending amortizable intangibles ​ 84,563 ​ 19,183 ​ 26,761 ​ Ending tangible assets (non-GAAP) ​ $ 23,286,707 ​ $ 20,221,803 ​ $ 19,509,166 ​ Tangible Common Equity ​ ​ ​ ​ Ending Equity (GAAP) ​ $ 3,142,879 ​ $ 2,556,327 ​ $ 2,372,737 ​ Less: Ending goodwill ​ 1,214,053 ​ 925,211 ​ 925,211 ​ Less: Ending amortizable intangibles ​ 84,563 ​ 19,183 ​ 26,761 ​ Less: Perpetual preferred stock ​ ​ 166,357 ​ ​ 166,357 ​ 166,357 ​ Ending tangible common equity (non-GAAP) ​ $ 1,677,906 ​ $ 1,445,576 ​ $ 1,254,408 ​ Average equity (GAAP) ​ $ 2,971,111 ​ $ 2,440,525 ​ $ 2,465,049 ​ Less: Average goodwill ​ 1,139,422 ​ 925,211 ​ 930,315 ​ Less: Average amortizable intangibles ​ 73,984 ​ 22,951 ​ 34,627 ​ Less: Average perpetual preferred stock ​ ​ 166,356 ​ ​ 166,356 ​ ​ 166,356 ​ Average tangible common equity (non-GAAP) ​ $ 1,591,349 ​ $ 1,326,007 ​ $ 1,333,751 ​ Common equity to total assets (GAAP) ​ 12.11 % 11.29 % 10.78 % Tangible common equity to tangible assets (non-GAAP) ​ 7.21 % 7.15 % 6.43 % ​ ​ 91 Table of Contents Adjusted operating measures exclude, as applicable, expenses related to merger-related costs, deferred tax asset write-down, FDIC special assessments, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting certain leases), legal reserves associated with our previously disclosed settlement with the CFPB, strategic branch closing and related facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance and expense reduction initiatives), loss on sale of securities, gain on sale-leaseback transaction, and gain on sale of DHFB.
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures as of December 31, (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Tangible Assets ​ ​ ​ ​ ​ ​ ​ Ending assets (GAAP) ​ $ 37,585,754 ​ $ 24,585,323 ​ $ 21,166,197 ​ Less: Ending goodwill ​ 1,733,287 ​ 1,214,053 ​ 925,211 ​ Less: Ending amortizable intangibles ​ 315,544 ​ 84,563 ​ 19,183 ​ Ending tangible assets (non-GAAP) ​ $ 35,536,923 ​ $ 23,286,707 ​ $ 20,221,803 ​ Tangible Common Equity ​ ​ ​ ​ ​ ​ ​ Ending equity (GAAP) ​ $ 5,006,398 ​ $ 3,142,879 ​ $ 2,556,327 ​ Less: Ending goodwill ​ 1,733,287 ​ 1,214,053 ​ 925,211 ​ Less: Ending amortizable intangibles ​ 315,544 ​ 84,563 ​ 19,183 ​ Less: Perpetual preferred stock ​ ​ 166,357 ​ ​ 166,357 ​ 166,357 ​ Ending tangible common equity (non-GAAP) ​ $ 2,791,210 ​ $ 1,677,906 ​ $ 1,445,576 ​ Average equity (GAAP) ​ $ 4,446,839 ​ $ 2,971,111 ​ $ 2,440,525 ​ Less: Average goodwill ​ 1,592,391 ​ 1,139,422 ​ 925,211 ​ Less: Average amortizable intangibles ​ 277,977 ​ 73,984 ​ 22,951 ​ Less: Average perpetual preferred stock ​ ​ 166,356 ​ ​ 166,356 ​ ​ 166,356 ​ Average tangible common equity (non-GAAP) ​ $ 2,410,115 ​ $ 1,591,349 ​ $ 1,326,007 ​ Common equity to total assets (GAAP) ​ 12.88 % 12.11 % 11.29 % Tangible common equity to tangible assets (non-GAAP) ​ 7.85 % 7.21 % 7.15 % ​ ​ 84 Table of Contents Adjusted operating measures exclude, as applicable, expenses related to merger-related costs, CECL Day 1 non-PCD loans and RUC provision expense, gain on CRE loan sale, deferred tax asset write-down, FDIC special assessments, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting certain leases), legal reserves associated with our previously disclosed settlement with the CFPB, loss on sale of securities, gain on sale of equity interest in CSP, and gain on sale-leaseback transaction.
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the years ended December 31, (dollars in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Adjusted Operating Earnings & EPS ​ ​ ​ Net income (GAAP) ​ $ 209,131 ​ $ 201,818 ​ $ 234,510 Plus: Merger-related costs, net of tax ​ ​ 33,476 ​ 2,850 ​ ​ — Plus: Deferred tax asset write-down ​ ​ 4,774 ​ ​ — ​ ​ — Plus: FDIC special assessments, net of tax ​ ​ 664 ​ 2,656 ​ ​ — Plus: Strategic cost saving initiatives, net of tax ​ — ​ 9,959 ​ — Plus: Legal reserve, net of tax ​ ​ — ​ 6,809 ​ ​ — Plus: Strategic branch closing and facility consolidation costs, net of tax ​ ​ — ​ — ​ ​ 4,351 Less: Loss on sale of securities, net of tax ​ ​ (5,129) ​ (32,381) ​ ​ (2) Less: Gain on sale-leaseback transaction, net of tax ​ ​ — ​ 23,367 ​ ​ — Less: Gain on sale of DHFB, net of tax ​ ​ — ​ — ​ ​ 7,984 Adjusted operating earnings (non-GAAP) ​ $ 253,174 ​ $ 233,106 ​ $ 230,879 Less: Dividends on preferred stock ​ ​ 11,868 ​ ​ 11,868 ​ ​ 11,868 Adjusted operating earnings available to common shareholders (non-GAAP) ​ $ 241,306 ​ $ 221,238 ​ $ 219,011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding, diluted ​ 87,909,237 ​ 74,962,363 ​ 74,953,398 Earnings per common share, diluted (GAAP) ​ $ 2.24 ​ $ 2.53 ​ $ 2.97 Adjusted operating earnings per common share, diluted (non-GAAP) ​ $ 2.74 ​ $ 2.95 ​ $ 2.92 ​ ​ ​ 92 Table of Contents Adjusted operating noninterest expense excludes, as applicable, expenses related to the amortization of intangible assets, merger-related costs, FDIC special assessments, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting certain leases), legal reserves associated with our previously disclosed settlement with the CFPB, and strategic branch closing and related facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance and expense reduction initiatives).
The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the years ended December 31, (dollars in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Adjusted Operating Earnings & EPS ​ ​ ​ ​ ​ ​ Net income (GAAP) ​ $ 273,715 ​ $ 209,131 ​ $ 201,818 Plus: Merger-related costs, net of tax ​ ​ 124,590 ​ 33,476 ​ ​ 2,850 Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of tax ​ ​ 77,742 ​ ​ 11,520 ​ ​ — Plus: Gain on CRE loan sale, net of tax ​ ​ 8,405 ​ ​ — ​ ​ — Plus: Deferred tax asset write-down ​ ​ — ​ ​ 4,774 ​ ​ — Plus: FDIC special assessments, net of tax ​ ​ — ​ 664 ​ ​ 2,656 Plus: Strategic cost saving initiatives, net of tax ​ — ​ — ​ 9,959 Plus: Legal reserve, net of tax ​ ​ — ​ — ​ ​ 6,809 Less: Loss on sale of securities, net of tax ​ ​ (62) ​ (5,129) ​ ​ (32,381) Less: Gain on sale of equity interest in CSP, net of tax ​ ​ 10,994 ​ ​ — ​ ​ — Less: Gain on sale-leaseback transaction, net of tax ​ ​ — ​ — ​ ​ 23,367 Adjusted operating earnings (non-GAAP) ​ $ 456,710 ​ $ 264,694 ​ $ 233,106 Less: Dividends on preferred stock ​ ​ 11,868 ​ ​ 11,868 ​ ​ 11,868 Adjusted operating earnings available to common shareholders (non-GAAP) ​ $ 444,842 ​ $ 252,826 ​ $ 221,238 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding, diluted ​ 129,161,421 ​ 87,909,237 ​ 74,962,363 Earnings per common share, diluted (GAAP) ​ $ 2.03 ​ $ 2.24 ​ $ 2.53 Adjusted operating earnings per common share, diluted (non-GAAP) ​ $ 3.44 ​ $ 2.88 ​ $ 2.95 ​ ​ ​ 85 Table of Contents Adjusted operating noninterest expense excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, strategic cost saving initiatives (principally composed of severance charges related to headcount reductions and charges for exiting certain leases), and legal reserves associated with our previously disclosed settlement with the CFPB.
As of December 31, 2024, loan payments of approximately $8.0 billion or 43.5% of total LHFI are expected within one year based on contractual terms and expected prepayments, and approximately $355.1 million or 10.6% of total investments as of December 31, 2024 are scheduled to be paid down within one year based on contractual terms and expected prepayments.
As of December 31, 2025, loan payments of approximately $12.2 billion or 44.3% of total LHFI are expected within one year based on contractual terms, adjusted for expected prepayments, and approximately $709.1 million or 13.5% of total investments as of December 31, 2025 are scheduled to be paid down within one year based on contractual terms, adjusted for expected prepayments.
(+) Refer to “Non-GAAP Financial Measures” within this Item 7 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP. ​ For more information about our off-balance sheet obligations and cash requirements refer to section “Liquidity” included within this Item 7.
(+) Refer to “Non-GAAP Financial Measures” within this Item 7 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP. ​ For more information about our off-balance sheet obligations and cash requirements refer to section “Liquidity” included within this Item 7. ​ ​ 78 Table of Contents MARKET RISK Interest Sensitivity Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices.
For additional information on deposits, refer to the section “Deposits” included within this Item 7 of this Form 10-K. ​ Total borrowings at December 31, 2024 were $534.6 million, a decrease of $777.3 million or 59.3% compared to $1.3 billion at December 31, 2023.
For additional information on deposits, refer to the section “Deposits” included within this Item 7 of this Form 10-K. ​ Total borrowings at December 31, 2025 were $1.5 billion, an increase of $962.7 million from December 31, 2024.
This discussion and analysis should be read in conjunction with our “Consolidated Financial Statements” and our “Notes to the Consolidated Financial Statements,” which include our significant accounting policies, presented in Item 8 “Financial Statements and Supplementary Data” contained in this Form 10-K. Amounts are rounded for presentation purposes; however, some of the percentages presented are computed based on unrounded amounts.
This discussion and analysis should be read in conjunction with our “Consolidated Financial Statements,” our “Notes to the Consolidated Financial Statements,” and the other financial data included in this report, which include our significant accounting policies, presented in Item 8 “Financial Statements and Supplementary Data” contained in this Form 10-K.
The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy, or in occupancy rates in the market where the property is located, any of which could increase the likelihood of default.
The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy, or in occupancy rates in the market where the property is located, any of which could increase the likelihood of default. We perform risk assessments to identify the CRE concentration ratio based on the two-tiered guidelines issued by the federal banking regulators.
In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance.
We use the non-GAAP financial measures discussed herein in our analysis of our performance.
Refer to Note 6 “Goodwill and Intangible Assets” within Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Wholesale Banking ​ Our Wholesale Banking segment provides loan, leasing, and deposit services, as well as treasury management and capital market services to wholesale customers primarily throughout Virginia, Maryland, North Carolina, and South Carolina.
For more information about our operating segments, see Note 18, “Segment Reporting and Revenue” within Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ Wholesale Banking ​ Our Wholesale Banking segment provides loan, leasing, deposit, treasury management, and capital market services to wholesale customers primarily throughout Virginia, Maryland, Washington, D.C., North Carolina, and South Carolina.
The following table presents the composition of our CRE loan categories, including the industry classification for CRE non-owner occupied loans, and CRE loans as a percentage of total loans for the years ended December 31, (dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Balance ​ ​ % ​ ​ Balance ​ ​ % ​ CRE - Non-Owner Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel/Motel B&B ​ $ 997,185 ​ ​ 5.40 % ​ $ 828,888 ​ ​ 5.30 % Industrial/Warehouse ​ ​ 892,028 ​ ​ 4.83 % ​ ​ 681,447 ​ ​ 4.36 % Office ​ ​ 881,660 ​ ​ 4.77 % ​ ​ 775,130 ​ ​ 4.96 % Retail ​ 1,058,591 ​ ​ 5.73 % ​ 874,693 ​ ​ 5.59 % Self Storage ​ ​ 435,525 ​ ​ 2.36 % ​ ​ 350,829 ​ ​ 2.25 % Senior Living ​ ​ 340,689 ​ ​ 1.84 % ​ ​ 364,939 ​ ​ 2.33 % Other ​ ​ 329,912 ​ ​ 1.79 % ​ ​ 296,475 ​ ​ 1.90 % Total CRE - Non-Owner Occupied ​ ​ 4,935,590 ​ ​ 26.72 % ​ ​ 4,172,401 ​ ​ 26.69 % CRE - Owner Occupied ​ ​ 2,370,119 ​ ​ 12.83 % ​ ​ 1,998,787 ​ ​ 12.78 % Construction and Land Development ​ ​ 1,731,108 ​ ​ 9.37 % ​ ​ 1,107,850 ​ ​ 7.09 % Multifamily Real Estate ​ 1,240,209 ​ ​ 6.71 % ​ 1,061,997 ​ ​ 6.79 % Residential 1-4 Family - Commercial ​ ​ 719,425 ​ ​ 3.89 % ​ ​ 522,580 ​ ​ 3.34 % Total CRE Loans ​ ​ 10,996,451 ​ ​ 59.52 % ​ ​ 8,863,615 ​ ​ 56.69 % All other loan types ​ ​ 7,474,170 ​ ​ 40.48 % ​ ​ 6,771,428 ​ ​ 43.31 % Total LHFI, net of deferred fees and costs ​ $ 18,470,621 ​ ​ 100.00 % ​ $ 15,635,043 ​ ​ 100.00 % ​ Because payments on loans secured by commercial and multifamily properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy.
The following table presents the composition of our CRE loan categories, including the industry classification for CRE non-owner occupied loans, and CRE loans as a percentage of total loans for the years ended December 31, (dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ Balance ​ ​ % ​ ​ Balance ​ ​ % ​ CRE - Non-Owner Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel/Motel B&B ​ $ 1,261,397 ​ ​ 4.54 % ​ $ 997,185 ​ ​ 5.40 % Industrial/Warehouse ​ ​ 1,352,848 ​ ​ 4.87 % ​ ​ 892,028 ​ ​ 4.83 % Office ​ ​ 1,482,419 ​ ​ 5.33 % ​ ​ 881,660 ​ ​ 4.77 % Retail ​ 1,683,838 ​ ​ 6.05 % ​ 1,058,591 ​ ​ 5.73 % Self Storage ​ ​ 676,920 ​ ​ 2.44 % ​ ​ 435,525 ​ ​ 2.36 % Senior Living ​ ​ 120,933 ​ ​ 0.44 % ​ ​ 340,689 ​ ​ 1.84 % Other ​ ​ 600,160 ​ ​ 2.16 % ​ ​ 329,912 ​ ​ 1.79 % Total CRE - Non-Owner Occupied ​ ​ 7,178,515 ​ ​ 25.83 % ​ ​ 4,935,590 ​ ​ 26.72 % CRE - Owner Occupied ​ ​ 4,305,796 ​ ​ 15.49 % ​ ​ 2,370,119 ​ ​ 12.83 % Construction and Land Development ​ ​ 1,666,381 ​ ​ 6.00 % ​ ​ 1,731,108 ​ ​ 9.37 % Multifamily Real Estate ​ 2,418,250 ​ ​ 8.70 % ​ 1,240,209 ​ ​ 6.71 % Residential 1-4 Family - Commercial ​ ​ 1,100,157 ​ ​ 3.96 % ​ ​ 719,425 ​ ​ 3.89 % Total CRE Loans ​ ​ 16,669,099 ​ ​ 59.98 % ​ ​ 10,996,451 ​ ​ 59.52 % All other loan types ​ ​ 11,127,068 ​ ​ 40.02 % ​ ​ 7,474,170 ​ ​ 40.48 % Total LHFI, net of unearned income ​ $ 27,796,167 ​ ​ 100.00 % ​ $ 18,470,621 ​ ​ 100.00 % ​ Because payments on loans secured by commercial and multifamily properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy.
LLC, as representative for the underwriters named therein, the Forward Purchaser and Morgan Stanley & Co. LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of 9,859,155 shares of our common stock at a public offering price of $35.50 per share (before underwriting discounts and commissions).
LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of 9,859,155 shares of our common stock at a public offering price of $35.50 per share (before underwriting discounts and commissions). The underwriters were granted a 30-day option to purchase up to an additional 1,478,873 shares of our common stock.
Excluded from these tables are variable lease payments or renewals. ​ For more information pertaining to the previous table, refer to Note 7 “Leases” and Note 9 “Borrowings” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K. ​ 88 Table of Contents Off-Balance Sheet Obligations In the normal course of business, we are party to financial instruments with off-balance sheet risk to meet the financing needs of our customers and to reduce our own exposure to fluctuations in interest rates.
Excluded from these tables are variable lease payments or renewals. ​ For more information pertaining to the previous table, refer to Note 7 “Leases” and Note 9 “Borrowings” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
Held to maturity securities are carried at cost and totaled $803.9 million at December 31, 2024, a decrease of $33.5 million from $837.4 million at December 31, 2023 with net unrealized losses of $44.5 million at December 31, 2024, an increase of $15.2 million from $29.3 million at December 31, 2023. ● LHFI (net of deferred fees and costs) were $18.5 billion at December 31, 2024, an increase of $2.8 billion or 18.1% from December 31, 2023.
Held to maturity securities are carried at cost and totaled $884.2 million at December 31, 2025, an increase of $80.3 million from $803.9 million at December 31, 2024 with net unrealized losses of $27.4 million at December 31, 2025, a decrease of $17.1 million from $44.5 million at December 31, 2024. ● Total deposits at December 31, 2025 were $30.5 billion, an increase of $10.1 billion or 49.4% from December 31, 2024.
We expect that the cash required to repay these obligations will be sourced from future debt and capital issuances and from other general liquidity sources as described under “Liquidity” within this Item 7. ​ The following table presents our contractual obligations related to our major cash requirements and the scheduled payments due at the various intervals over the next year and beyond as of December 31, 2024 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than More than ​ ​ Total ​ 1 year ​ 1 year Long-term debt (1) ​ $ 250,000 ​ $ — ​ $ 250,000 Trust preferred capital notes (1) ​ 184,542 ​ — ​ 184,542 Leases (2) ​ 115,442 ​ 14,663 ​ 100,779 Repurchase agreements ​ 56,275 ​ 56,275 ​ — Total contractual obligations ​ $ 606,259 ​ $ 70,938 ​ $ 535,321 (1) Excludes related unamortized premium/discount and interest payments.
We expect that the cash required to repay these obligations will be sourced from our general liquidity sources and future debt and capital issuances and from other general liquidity sources as described above. ​ 81 Table of Contents The following table presents our contractual obligations related to our major cash requirements and the scheduled payments due at the various intervals over the next year and beyond as of December 31, 2025 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than ​ ​ ​ More than ​ ​ Total ​ 1 year ​ 1 year Subordinated debt (1) ​ $ 608,000 ​ $ — ​ $ 608,000 Trust preferred capital notes (1) ​ 184,542 ​ — ​ 184,542 Leases (2) ​ 155,851 ​ 25,325 ​ 130,526 Repurchase agreements ​ 75,432 ​ 75,432 ​ — Total contractual obligations ​ $ 1,023,825 ​ $ 100,757 ​ $ 923,068 (1) Excludes related unamortized premium/discount and interest payments.
AFS securities totaled $2.4 billion at December 31, 2024, an increase of $210.9 million or 9.5% from December 31, 2023. At December 31, 2024, total net unrealized losses on the AFS securities portfolio were $402.6 million, compared to $384.3 million at December 31, 2023.
AFS securities totaled $4.2 billion at December 31, 2025 compared to $2.4 billion at December 31, 2024. At December 31, 2025, total net unrealized losses on the AFS securities portfolio were $295.7 million, compared to $402.6 million at December 31, 2024.
Total borrowings decreased from the prior year primarily due to repayment of short-term FHLB advances using funds from customer deposit growth. ​ 62 Table of Contents NET INCOME Years Ended December 31, 2024 and 2023 Net income available to common shareholders was $197.3 million for 2024, an increase of $7.3 million or 3.8% and represented basic and diluted EPS of $2.29 and $2.24, respectively, compared to net income of $190.0 million and basic and diluted EPS of $2.53 for 2023.
Years Ended December 31, 2024 and 2023 Net income available to common shareholders was $197.3 million for 2024, an increase of $7.3 million or 3.8% and represented basic and diluted EPS of $2.29 and $2.24, respectively, compared to net income of $190.0 million and basic and diluted EPS of $2.53 for 2023.
These increases were partially offset by a decrease in other expenses, due primarily to higher expenses in the prior year associated with strategic cost saving initiatives and a legal reserve related to our previously disclosed settlement with the CFPB. For additional details on noninterest expense, refer to the section “Noninterest Expense” included within this Item 7 of this Form 10-K.
These increases were partially offset by a decrease in other expenses, 56 Table of Contents due primarily to higher expenses in the prior year associated with strategic cost saving initiatives and a legal reserve related to our previously disclosed settlement with the CFPB.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. This information is incorporated herein by reference to the information in section “Market Risk” within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. ​ 93 Table of Contents
Biggest changeITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. This information is incorporated herein by reference to the information in section “Market Risk” within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. ​ 86 Table of Contents

Other AUB 10-K year-over-year comparisons