Clare Miller (AUB) logs PSU vesting and tax-share withholding in Form 4

Rhea-AI Filing Summary

Atlantic Union Bankshares EVP & CHRO Clare Miller reported equity compensation activity in company common stock. On February 19, 2026, she acquired 1,777 shares at no cost through the vesting of Performance Share Units that were granted on February 23, 2023. To cover tax withholding obligations tied to this vesting, 976 shares were disposed of by share withholding rather than an open-market sale. Following these transactions, she holds 12,898 shares directly, plus 50.2733 shares held indirectly by a trustee of the company ESOP.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Clare

(Last) (First) (Middle)

C/O ATLANTIC UNION BANKSHARES CORP

4300 COX ROAD

(Street)

GLEN ALLEN VA 23060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlantic Union Bankshares Corp [ AUB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		1,777(1)	A	$0	13,874	D
Common Stock	02/19/2026		F		976(2)	D	$0	12,898	D
Common Stock								50.2733	I	By Trustee of ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vesting of Performance Share Units (PSUs) that were granted February 23, 2023.

2. Shares withheld upon vesting of PSUs to satisfy tax withholding obligations.

	/s/ Rachel R. Lape, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did AUB executive Clare Miller report on this Form 4?

Clare Miller reported vesting of 1,777 Atlantic Union Bankshares (AUB) common shares from Performance Share Units granted February 23, 2023, and a related tax-withholding disposition of 976 shares. These movements reflect equity compensation mechanics, not open-market purchases or sales.

Did AUB executive Clare Miller buy or sell shares on the open market?

The filing does not show open-market buys or sells. It reports PSU vesting that added 1,777 AUB shares and a tax-withholding disposition of 976 shares, where shares were withheld to satisfy tax obligations instead of being sold in the market.

How many Atlantic Union Bankshares (AUB) shares does Clare Miller own after these transactions?

After the reported transactions, Clare Miller directly owns 12,898 AUB common shares. She also has an indirect interest in 50.2733 additional shares held by a trustee of the company’s employee stock ownership plan (ESOP), according to the Form 4 disclosure.

What are the Performance Share Units mentioned in the AUB Form 4 for Clare Miller?

The Form 4 notes vesting of Performance Share Units (PSUs) granted February 23, 2023. Upon vesting on February 19, 2026, these PSUs delivered 1,777 AUB common shares to Clare Miller, representing stock-based compensation rather than a cash transaction.

Why were 976 AUB shares disposed of in Clare Miller’s Form 4 filing?

The 976 AUB shares were withheld when PSUs vested to satisfy tax withholding obligations. Instead of paying taxes in cash, a portion of the vested shares was automatically used for this purpose, a common practice in stock-based executive compensation.

How is indirect ownership reported for Clare Miller in AUB’s Form 4?

Indirect ownership is shown as 50.2733 AUB common shares held "By Trustee of ESOP." This indicates Miller’s beneficial interest in shares held within the company’s employee stock ownership plan, separate from her 12,898 directly held shares.