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Atlantic Union Bank (AUB) EVP withholds shares to cover restricted stock taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Atlantic Union Bankshares Corp EVP & CCO Douglas F. Woolley III reported share dispositions tied to tax withholding, not open-market sales. On tax dates, he had 249 common shares withheld at $38.87 per share and 368 shares withheld at $40.65 per share to cover tax liabilities upon vesting of restricted stock awards. After these transactions, he directly owned 32,024.832 common shares, and separately had 7,304.1003 shares held indirectly through an employee stock ownership plan as trustee.

Positive

  • None.

Negative

  • None.
Insider Woolley Douglas F. III
Role EVP & CCO
Type Security Shares Price Value
Tax Withholding Common Stock 249 $38.87 $10K
Tax Withholding Common Stock 368 $40.65 $15K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 32,024.832 shares (Direct); Common Stock — 7,304.1 shares (Indirect, By Trustee of ESOP)
Footnotes (1)
  1. Shares withheld on vesting of restricted stock award to cover tax withholding. Based on market closing price on the trading day before the transaction date. Includes shares allocated to the reporting person in connection with an employee stock ownership plan.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Woolley Douglas F. III

(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 & CCO
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026
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 02/22/2026 F 368(1) D $40.65(2) 32,273.832 D
Common Stock 02/23/2026 F 249(1) D $38.87 32,024.832 D
Common Stock 7,304.1003(3) 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. Shares withheld on vesting of restricted stock award to cover tax withholding.
2. Based on market closing price on the trading day before the transaction date.
3. Includes shares allocated to the reporting person in connection with an employee stock ownership plan.
/s/ Rachael R. Lape, Attorney-in-Fact 02/25/2026
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Atlantic Union Bankshares (AUB) report for Douglas F. Woolley III?

Atlantic Union Bankshares reported that EVP & CCO Douglas F. Woolley III had common shares withheld to cover tax obligations on vested restricted stock awards. These were Form 4 tax-withholding dispositions, not open-market purchases or sales, and adjusted his reported share ownership balances.

How many Atlantic Union Bankshares (AUB) shares were used for Douglas Woolley’s tax withholding?

Douglas Woolley had 249 common shares withheld at $38.87 per share and 368 shares withheld at $40.65 per share. These dispositions were used to satisfy tax withholding related to restricted stock vesting, rather than discretionary buying or selling in the open market.

What is Douglas Woolley’s direct Atlantic Union Bankshares (AUB) share ownership after the Form 4?

After the reported tax-withholding dispositions, Douglas Woolley directly owned 32,024.832 Atlantic Union Bankshares common shares. This figure reflects his remaining direct holdings following the share withholdings used to cover tax liabilities on his restricted stock vesting events.

How many Atlantic Union Bankshares (AUB) shares does Douglas Woolley hold through the ESOP?

Douglas Woolley had 7,304.1003 Atlantic Union Bankshares shares held indirectly through an employee stock ownership plan, as noted by “By Trustee of ESOP.” These shares are allocated to him within the plan and are reported as indirect beneficial ownership in the Form 4 filing.

Were Douglas Woolley’s Atlantic Union Bankshares (AUB) Form 4 transactions open-market sales?

No, the Form 4 identifies the transactions with code F as tax-withholding dispositions. Shares were withheld upon vesting of restricted stock awards to pay tax liabilities, based on the market closing price before each transaction date, rather than sold voluntarily in the open market.

What transaction code was used in Douglas Woolley’s Atlantic Union Bankshares (AUB) Form 4?

The Form 4 uses transaction code F for Douglas Woolley’s dispositions, described as payment of tax liability by delivering securities. Footnotes clarify the shares were withheld on vesting of restricted stock awards, using the prior trading day’s market closing price to determine the value.
Atlantic Un Bankshares Corp

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