Atlantic Union Bankshares Corporation is furnishing this proxy statement to solicit proxies for its 2026 annual meeting of shareholders to be held virtually on May 5, 2026. Shareholders of record as of March 11, 2026 are entitled to vote.
The meeting will be conducted via live audio webcast. The Board asks shareholders to vote on director elections and four corporate governance and administrative proposals, including amendments to the articles of incorporation to remove supermajority vote provisions, ratification of Ernst & Young LLP as auditor, and an advisory approval of named executive officer compensation.
Atlantic Union Bankshares Corp executive Bradley S. Haun, EVP and Chief Risk Officer, reported mixed equity activity in company common stock. On March 2, 2026, he acquired 3,754 shares via a time-based restricted stock award at no cash cost, subject to a vesting schedule. On February 27, 2026, 492 shares were disposed of at $37.06 per share, withheld on vesting of a restricted stock award to cover tax obligations rather than sold in the open market. Following these transactions, he directly owned 26,936.33 shares, with an additional 2,209.9844 shares held indirectly through a trustee of the company ESOP.
Atlantic Union Bankshares Corp president and CEO John C. Asbury reported compensatory stock activity in company common stock. On March 2, 2026, he acquired 34,808 shares at $0.00 per share as a grant of time-based restricted stock subject to a vesting schedule. On February 27, 2026, 4,263 shares were disposed of at $37.06 per share to satisfy tax withholding on a restricted stock vesting. After these transactions, he held 304,377 shares directly and 726.7072 shares indirectly through a trustee of an ESOP.
Atlantic Union Bankshares EVP and CFO Robert Michael Gorman received a grant of 10,185 shares of common stock as time-based restricted stock on March 2 at no cost. On February 27, 1,281 shares at $37.06 per share were withheld to cover tax obligations on a vesting event. Following these transactions, he reports 101,234 shares held directly and 2,484.8214 shares held indirectly through an ESOP trustee.
Atlantic Union Bankshares EVP & General Counsel Rachael R. Lape reported routine equity compensation transactions. She received a grant of 4,231 shares of common stock as a time-based restricted stock award, which will vest over a specified schedule.
On the same Form 4, 368 shares were disposed of at $37.06 per share to cover tax withholding upon vesting of a restricted stock award, as noted in the footnote. After these direct transactions, she held 23,867 direct shares, plus 3,361.0536 shares held indirectly by a trustee of an ESOP.
Atlantic Union Bankshares Corp executive vice president Matthew L. Linderman reported equity compensation and related tax withholding in company stock. On March 2, 2026, he acquired 4,681 shares of common stock as a time-based restricted stock award at no cash cost, increasing his direct holdings to 18,499 shares.
On February 27, 2026, 432 shares were disposed of at $37.06 per share to cover tax withholding on a vesting restricted stock award, a non-open-market transaction. He also has 44.7468 shares held indirectly through a trustee of an ESOP.
Atlantic Union Bankshares Corp executive Clare Miller reported equity compensation and related tax withholding transactions in company stock. On March 2, 2026, Miller acquired 4,034 shares of common stock as a time-based restricted stock award granted at no cash cost, subject to a vesting schedule.
On February 27, 2026, 498 shares of common stock at $37.06 per share were disposed of to cover tax withholding due on a vesting restricted stock award, rather than through an open-market sale. After these transactions, Miller reported 15,821 directly owned shares and 97.1546 shares held indirectly through a trustee of an ESOP.
Atlantic Union Bankshares Corp executive vice president Shawn E. O'Brien reported routine equity compensation and related tax withholding in company stock.
On March 2, 2026, he acquired 7,281 shares of common stock as a grant of time-based restricted stock, at a stated price of $0.00 per share, increasing his directly held shares to 32,041.479. The award is subject to a vesting schedule.
On February 27, 2026, 466 shares of common stock were disposed of at $37.06 per share to cover tax withholding on the vesting of a restricted stock award, leaving 24,760.479 shares held directly after that transaction. He also holds 272.2739 shares indirectly through a trustee of the ESOP.
Atlantic Union Bankshares Corp executive David V. Ring reported mixed stock transactions. He received a grant of 8,169 shares of common stock as a time-based restricted stock award subject to a vesting schedule. Separately, 588 shares were withheld at $37.06 per share to cover tax withholding upon vesting of a restricted stock award. He now directly holds 52,675.422 shares and indirectly holds 505.409 shares through an ESOP trustee.
Atlantic Union Bankshares Corp EVP Maria P. Tedesco reported mixed equity transactions in company stock. On March 2, 2026, she acquired 13,505 shares of common stock as a time-based restricted stock award granted at $0.00 per share, increasing her direct holdings to 101,024.873 shares. On February 27, 2026, 1,786 shares were disposed at $37.06 per share to satisfy tax withholding on vesting, leaving 87,519.873 directly held shares. She also reports 394.4267 shares held indirectly through an ESOP trustee.