Atlantic Union Bankshares Announces Proposed 2036 Maturity Fixed-to-Floating Rate Subordinated Notes Offering

Overview of Atlantic Union Bankshares and Market Standing

Atlantic Union Bankshares Corporation, headquartered in Glen Allen, Virginia, operates as a regional bank holding company with publicly traded common and preferred securities on the New York Stock Exchange. Its diversified capital structure includes common stock under ticker AUB and preferred depositary shares trading as AUB.PRA, underscoring its significant presence in the mid-Atlantic financial services sector.

As a bank holding company, Atlantic Union Bankshares is subject to rigorous SEC oversight and disclosure mandates. The company’s registration statements and periodic filings provide detailed insights into its capital composition, financial results, and strategic initiatives. The July 27, 2026 announcement marks a targeted capital management action within the company’s broader financial planning framework.

Specifics of the Fixed-to-Floating Rate Subordinated Notes Offering

On July 27, 2026, Atlantic Union Bankshares announced its intention to offer and sell a new series of Fixed-to-Floating Rate Subordinated Notes due in 2036. These subordinated notes rank below senior debt but above equity in the capital structure. They feature an initial fixed interest rate period followed by a floating rate tied to a benchmark until maturity.

The offering is conducted under the company’s Form S-3ASR registration statement filed with the SEC on August 6, 2024 (File No. 333-281290). This shelf registration enables expedited securities offerings subject to SEC approval of the preliminary prospectus supplement filed on July 27, 2026. This filing confirms Atlantic Union Bankshares’ established regulatory and disclosure framework for bringing these notes to market.

Registration and SEC Compliance Framework

Atlantic Union Bankshares is utilizing an existing Form S-3ASR shelf registration statement filed August 6, 2024, allowing the company to issue securities over time under SEC automatic shelf rules. This structure facilitates efficient capital raising by permitting offerings under a previously approved registration, supplemented by current prospectus supplements detailing each issuance.

The preliminary prospectus supplement filed July 27, 2026, serves as the operative disclosure document for this subordinated notes offering. Using a supplement rather than a new registration statement leverages the shelf registration’s efficiency while ensuring investors receive up-to-date, specific offering information. The preliminary status indicates terms remain subject to refinement and SEC review before final pricing.

Investor Presentation and Management Engagement Strategy

Alongside the offering announcement, Atlantic Union Bankshares filed an investor presentation prepared for management’s meetings with potential note purchasers. This presentation, submitted as Exhibit 99.1 to the July 27, 2026 Form 8-K, supports transparent communication with institutional and individual investors evaluating the subordinated notes.

The investor deck standardizes messaging on the notes’ terms, company financials, risks, and investment rationale, ensuring consistent information dissemination across multiple investor meetings. Filing the presentation with the SEC promotes transparency by making all material communications publicly accessible.

Role of Subordinated Debt in Capital Structure

Subordinated notes occupy a middle tier between senior debt and equity in Atlantic Union Bankshares’ capital hierarchy. Opting for subordinated debt issuance rather than equity or senior debt aligns with specific capital management goals. These notes contribute to regulatory capital ratios while imposing fixed payment obligations. The fixed-to-floating rate design balances predictable initial payments with potential benefits from future interest rate movements.

For banks like Atlantic Union Bankshares, subordinated debt supports capital enhancement, liability management, and financial structuring. The 2036 maturity offers a medium-term funding horizon, while subordination reflects regulatory and market conventions. Typically, subordinated notes carry higher yields than senior debt due to their risk profile.

Regulatory Capital Implications for Banking Entities

Bank holding companies face stringent capital requirements from regulators including the Federal Reserve, OCC, FDIC, and state authorities. Subordinated debt may qualify as Tier 2 capital under U.S. Basel III frameworks, aiding compliance with capital adequacy standards. Issuing subordinated notes helps Atlantic Union Bankshares bolster regulatory capital and distribute risk among creditor classes. Regulators closely monitor subordinated debt usage to maintain institutional financial stability.

The timing and size of this subordinated debt offering reflect management’s evaluation of market conditions, interest rates, and capital needs. Atlantic Union Bankshares’ public company status and NYSE listings enhance its ability to access capital markets efficiently at competitive rates compared to smaller regional banks.

Access to Capital Markets and Debt Financing Strategy

The July 27, 2026 announcement underscores Atlantic Union Bankshares’ ongoing capability to access debt markets and implement financing strategies. Established banks with consistent SEC reporting and NYSE listings generally benefit from favorable market access and lower borrowing costs. The preliminary prospectus supplement initiates a capital raise process culminating in pricing, underwriter selection, and note distribution to institutional and retail investors.

The investor presentation signals preparation for multiple investor meetings and roadshows typical of significant debt offerings. Filing this material with the SEC ensures all market participants have equal access to management communications regarding the company’s financial health and capital plans.

Filing and Disclosure Details on July 27, 2026

Atlantic Union Bankshares filed a Form 8-K on July 27, 2026, reporting the subordinated notes offering under Item 8.01 Other Events. This filing category is used for material events outside standard reporting items, reflecting management’s view of the offering as a material event requiring timely public disclosure. The Form 8-K was signed by Alexander D. Dodd, Executive Vice President and Chief Financial Officer.

The filing included exhibits such as the investor presentation and iXBRL data files per SEC electronic filing requirements. This comprehensive disclosure package integrates the Form 8-K announcement, preliminary prospectus supplement, and investor presentation, providing layered information for investors from summary announcement to detailed offering terms.

Investor Considerations for the Subordinated Notes Offering

Prospective investors should monitor the final prospectus supplement filing, which will disclose definitive terms including the fixed interest rate, floating rate benchmark and formula, coupon spread, and pricing date. Transitioning from preliminary to final prospectus status indicates SEC approval and completion of offering documentation compliance.

Investors should also watch for underwriting syndicate announcements, as underwriter participation can impact secondary market liquidity and trading. Pricing and yields will reflect current market interest rates, credit spreads, and Atlantic Union Bankshares’ credit profile. Understanding the subordinated notes’ ranking relative to other company debt and their impact on capital structure is essential. Final pricing and closing disclosures will provide definitive economic details and transaction timelines.