Atlantic Union (NYSE: AUB) expects $32.3M gain from business sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Atlantic Union Bankshares Corporation completed the sale of its indirect subsidiary Union Insurance Group’s interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. The company currently estimates a pre-tax gain of approximately $32.3 million from this transaction.

The gain is expected to be recorded in the company’s financial results for the second quarter of 2026. Management notes this gain estimate is based solely on information available on the announcement date and is subject to typical risks and uncertainties outlined in its forward-looking statements disclaimer.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Estimated pre-tax gain: $32.3M Transaction effective date: May 1, 2026 Preferred dividend rate: 6.875% +1 more

4 metrics

Estimated pre-tax gain $32.3M Expected from sale of Bearing Insurance Group interest, Q2 2026

Transaction effective date May 1, 2026 Effective date of sale of Bearing Insurance Group interest

Preferred dividend rate 6.875% Rate on Perpetual Non-Cumulative Preferred Stock, Series A

Common stock par value $1.33/share Par value of Atlantic Union Bankshares common stock

Key Terms

pre-tax gain, forward-looking statements, Private Securities Litigation Reform Act of 1995, Perpetual Non-Cumulative Preferred Stock, Series A

4 terms

pre-tax gain financial

"the Company will recognize a pre-tax gain of approximately $32.3 million"

forward-looking statements regulatory

"Certain statements in on may constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995"

Perpetual Non-Cumulative Preferred Stock, Series A financial

"6.875% Perpetual Non-Cumulative Preferred Stock, Series A"

Understanding 8-K Material Events →

05/01/2026 - 06:46 AM

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2026

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	001-39325	54-1598552
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (804) 633-5031

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.33 per share	AUB	New York Stock Exchange
Depositary Shares, Each Representing a 1/400^th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	AUB.PRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company	☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 8.01 Other Events.

On May 1, 2026, Atlantic Union Bankshares Corporation (the “Company”) announced that it had completed the sale (the “Transaction”) of the Company’s interest (held by the Company’s indirect subsidiary, Union Insurance Group, LLC) in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. Based solely on information available to the Company on the date hereof, the Company estimates that the Company will recognize a pre-tax gain of approximately $32.3 million on the Transaction, which will be included in the Company’s financial results for the second quarter of 2026.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the Transaction, including the Company’s expected gain to be recognized on the Transaction. Such statements are often characterized by the use of qualified words (and their derivatives) such as “intend,” “may,” “will,” “potential,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” and “project,” as well as words of similar meaning or other statements concerning opinions or judgment of us or our management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the possibility that the expected financial impacts of the Transaction may differ from current expectations, including as a result of post-closing purchase price or other adjustments to consideration received; business, economic, tax and other factors affecting the Transaction; and other factors, many of which are beyond the Company’s control.

Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that our actual results will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in the Company’s most recent annual report on Form 10-K and other documents subsequently filed by the Company with the Securities Exchange Commission. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ATLANTIC UNION BANKSHARES CORPORATION



Date: May 1, 2026	By:	/s/ Alexander D. Dodd
		Alexander D. Dodd
		Executive Vice President and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Atlantic Union Bankshares (AUB) disclose in this 8-K?

Atlantic Union Bankshares disclosed it completed selling its indirect subsidiary Union Insurance Group’s interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026, treating the deal as a concluded transaction rather than a pending agreement.

How much does Atlantic Union Bankshares (AUB) expect to gain from the sale?

Atlantic Union Bankshares currently estimates a pre-tax gain of about $32.3 million from the sale. This estimated gain will be reflected in the company’s financial results for the second quarter of 2026, based on information available at the time of the disclosure.

When will the gain from the Bearing Insurance transaction affect AUB’s results?

The estimated pre-tax gain of approximately $32.3 million from selling the Bearing Insurance Group interest is expected to be included in Atlantic Union Bankshares’ financial results for the second quarter of 2026, aligning recognition with the period following the transaction’s May 1, 2026 effective date.

Who bought Atlantic Union Bankshares’ interest in Bearing Insurance Group, LLC?

Atlantic Union Bankshares reported that its interest in Bearing Insurance Group, LLC, held through Union Insurance Group, LLC, was sold to an unaffiliated third party. The specific buyer was not named, only described as not affiliated with the company or its subsidiaries.

Does Atlantic Union Bankshares provide any caution about the $32.3M gain estimate?

Yes. The company states the $32.3 million pre-tax gain estimate is based solely on information available at the time and is subject to risks, uncertainties, and potential post-closing adjustments that could cause actual financial impacts to differ from current expectations.

Filing Exhibits & Attachments

4 documents