Atlantic Union Bankshares Corp

Other Information

Given the timing of the following events, the following information is included in this Annual Report pursuant to Item 5.02 of Form 8-K, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers” in lieu of filing a Form 8-K.

Director Not Standing for Re-election. On February 20, 2024, Thomas P. Rohman notified the Boards of Directors of the Company and the Bank that he will not stand for re-election, and he will retire as a director at our 2024 annual meeting of shareholders. Mr. Rohman’s decision not to stand for re-election does not relate to any disagreement on matters relating to our operations, policies or practices or any other matter.

2023 Discretionary Bonus Awards. As discussed in our proxy statement for our 2023 annual meeting of shareholders, as part of our executive compensation program, we provide annual cash incentive awards under our Management Incentive Plan (the “MIP”). Consistent with our general practice, in February 2023, the Compensation Committee of the Company’s Board of Directors reviewed and approved the specific corporate performance metrics applicable to the 2023 cash incentive awards under the MIP—net operating income, operating return on assets, operating return on tangible common equity and operating efficiency ratio. This process occurred, and corporate performance measures were established, before the banking industry experienced the unforeseen turmoil triggered by three high-profile bank failures in early 2023, which, together with rising interest rates, resulted in dramatic shifts in deposit mix and increased funding costs that led to margin compression and lower net interest income levels across the industry. Under the MIP, each executive officer has a portion of their cash incentive award opportunity tied to the corporate performance measures listed above based on weights established by the Compensation Committee. For each of the corporate performance measures, the Compensation Committee approved threshold, target, and superior payout opportunities, none of which measures were achieved based on the levels set in early 2023. The Compensation Committee established corporate performance award opportunities under the MIP for John C. Asbury, our President and Chief Executive Officer, Robert M. Gorman, our Chief Financial Officer, Maria Tedesco, Executive Vice President of the Company and President of the Bank, David V. Ring, Executive Vice President of the Company and Wholesale Banking Group Executive of the Bank, and Shawn E. O’Brien, Executive Vice President of the Company and Consumer and Business Banking Group Executive of the Bank, each of whom were named executive officers in our proxy statement for our 2023 annual meeting of shareholders (the “Prior NEOs”), and for Matthew L. Linderman, Executive Vice President of the Company and Chief Information Officer of the Bank, who will be a named executive officer in our proxy statement for our 2024 annual meeting of shareholders (Mr. Linderman, together with our Prior NEOs, are referred to as our “NEOs”). Under the MIP, the Compensation Committee retains the right to exercise discretion in determining the final amount of the 2023 cash incentive awards regardless of performance against the relevant performance metrics.

On February 22, 2024, our Board of Directors, based on the recommendation of our Compensation Committee and other factors, determined to pay a discretionary cash bonus equal to what would have been paid if we had achieved target performance on each corporate performance measure under the MIP. In making this determination and in making its recommendation, the Board and Compensation Committee, respectively, considered a variety of factors, including, among others, that the corporate performance measures were set before the banking industry experienced the unforeseen turmoil discussed above, the series of proactive actions taken by our management team in managing and responding timely and successfully to the challenges faced by us and the banking industry in 2023, our financial performance on both an absolute basis and relative to our compensation peer group, and our overall compensation philosophy that, in part, seeks to attract and retain high level executive talent and to drive performance. As a result, the Board approved the following discretionary bonus payments for 2023 to our NEOs in the following amounts: Mr. Asbury—$720,000; Mr. Gorman—$272,037; Ms. Tedesco—$378,415; Mr. Ring—$140,634; Mr. O’Brien—$91,834; and Mr. Linderman—$155,100.

Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of theadoption ortermination of any Rule 10b5-1 trading arrangement ornon-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).