STOCK TITAN

Atlantic Union Bankshares (NYSE: AUB) plans $250M notes to refinance 2029 debt

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Atlantic Union Bankshares Corporation entered into an underwriting agreement to offer and sell $250 million aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 at a public offering price of 100.00% of principal, through underwriters led by Keefe, Bruyette & Woods and Piper Sandler. Closing is expected on or about July 30, 2026, subject to customary conditions.

The company intends to use the net proceeds to repay $168.0 million aggregate principal amount of its outstanding 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029, plus accrued interest, and for general corporate purposes, including providing capital to Atlantic Union Bank to support growth. A conditional notice of redemption has been delivered for all 2029 Notes, with redemption contingent on completion of the new notes offering and the resulting proceeds.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New subordinated notes size $250 million aggregate principal amount 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036
Coupon on new notes 6.25% Interest rate on subordinated notes due 2036
Public offering price 100.00% of aggregate principal amount Issue price for the 2036 subordinated notes
Debt to be repaid $168.0 million aggregate principal amount Outstanding 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029
Coupon on notes to be redeemed 4.25% Interest rate on subordinated notes due 2029 targeted for repayment
Registration statement file number 333-281290 Form S-3ASR automatic shelf registration used for the offering
Expected closing date July 30, 2026 Anticipated closing of the 2036 subordinated notes offering
Fixed-to-Floating Rate Subordinated Notes financial
"6.25% Fixed-to-Floating Rate Subordinated Notes due 2036"
A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.
underwriting agreement financial
"entered into an underwriting agreement with Keefe, Bruyette & Woods, Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
conditional notice of redemption financial
"A conditional notice of redemption was delivered to the holders of the 2029 Notes"
automatic shelf registration statement regulatory
"offered pursuant to the Company’s Registration Statement on Form S-3ASR"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"as supplemented by a preliminary prospectus supplement and a final prospectus supplement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What debt is Atlantic Union Bankshares (AUB) issuing in this transaction?

Atlantic Union Bankshares is issuing $250 million of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes will be sold at 100.00% of their aggregate principal amount under an existing automatic shelf registration statement.

How will Atlantic Union Bankshares (AUB) use the proceeds from the $250 million notes?

The company plans to use net proceeds to repay $168.0 million of outstanding 4.25% subordinated notes due 2029, plus accrued interest. Any remaining funds will support general corporate purposes, including providing capital to Atlantic Union Bank to support its growth.

What happens to Atlantic Union Bankshares’ (AUB) 4.25% subordinated notes due 2029?

A conditional notice of redemption has been delivered for all outstanding 4.25% subordinated notes due 2029. This redemption is contingent on completing the new 6.25% notes offering and on the amount of proceeds the company receives.

When is the new subordinated notes offering by Atlantic Union Bankshares (AUB) expected to close?

The offering of the 6.25% subordinated notes due 2036 is expected to close on or about July 30, 2026. Completion is subject to customary closing conditions typically found in underwritten debt offerings.

Under what registration is Atlantic Union Bankshares (AUB) offering the 2036 subordinated notes?

The notes are being offered under a Form S-3ASR automatic shelf registration statement, File No. 333-281290, which became effective on August 6, 2024. The offering is further described in a preliminary and a final prospectus supplement.

Who are the lead underwriters for Atlantic Union Bankshares’ (AUB) new notes offering?

Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. are acting as representatives of the underwriters. The underwriting agreement includes customary representations, covenants, indemnification, and contribution provisions for a transaction of this type.
false 0000883948 0000883948 2026-07-27 2026-07-27 0000883948 us-gaap:CommonStockMember 2026-07-27 2026-07-27 0000883948 us-gaap:SeriesAPreferredStockMember 2026-07-27 2026-07-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 27, 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 1/400th 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 1.01Entry into a Material Definitive Agreement.

 

On July 27, 2026, Atlantic Union Bankshares Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as representatives to the underwriters listed in Schedule I thereto, with respect to the offer and sale of $250 million aggregate principal amount of its 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) at a public offering price equal to 100.00% of the aggregate principal amount of the Notes. The offering of the Notes is expected to close on or about July 30, 2026, subject to customary closing conditions.

 

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

 

The Company intends to use the net proceeds from this offering to repay $168.0 million aggregate principal amount of its outstanding 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Notes”), plus accrued interest, and for general corporate purposes, including providing capital to Atlantic Union Bank to support its growth. A conditional notice of redemption was delivered to the holders of the 2029 Notes with respect to the redemption of all of the outstanding principal amount of the 2029 Notes. The redemption of the Company’s 2029 Notes is contingent on the completion of the offering of the Notes and the amount of proceeds resulting from the offering thereof.

 

The Notes are offered pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-281290) (including base prospectus) under the Securities Act of 1933, as amended, which was filed with the Securities and Exchange Commission (the “SEC”) and automatically became effective on August 6, 2024, as supplemented by a preliminary prospectus supplement filed with the SEC and a final prospectus supplement to be filed with the SEC.

 

  Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
1.1   Underwriting Agreement, dated July 27, 2026, between Atlantic Union Bankshares Corporation, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co.
104   Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

 

Forward-Looking Statements

 

This report and certain other communications by the Company contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements, including but not limited to those regarding the offering and the use of proceeds therefrom, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s present expectations. These risks and uncertainties include, but are not limited to, market conditions affecting the offering. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the Company’s filings with the SEC.

 

1

 

 

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: July 27, 2026 By: /s/ Alexander D. Dodd
    Alexander D. Dodd
    Executive Vice President and
    Chief Financial Officer

 

2

 

Filing Exhibits & Attachments

5 documents