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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 23, 2024

 

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Virginia	001-39325	54-1598552
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (804) 633-5031

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.33 per share	​	AUB	​	New York Stock Exchange
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	​	AUB.PRA	​	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

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Item 8.01 Other Events.

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On February 23, 2024, Atlantic Union Bankshares Corporation (“Atlantic Union”) announced its receipt of

regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to complete the previously announced merger of American National Bankshares Inc. with and into Atlantic Union. The Federal Reserve approval follows approvals from the Virginia State Corporation Commission and the shareholders of American National Bankshares Inc. The merger is expected to close on April 1, 2024, subject to the satisfaction of customary closing conditions. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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Caution About Forward-Looking Statements

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This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, the planned timing for closing the proposed merger.  Such statements are often characterized by the use of qualified words (and their derivatives) such as “plan,” “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “expect,” as well as words of similar meaning. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement, or a delay in one or both of the parties in completing all customary closing conditions. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Atlantic Union Bankshares Corporation Press Release dated February 23, 2024
104	​	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ATLANTIC UNION BANKSHARES CORPORATION
Date: February 23, 2024	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer
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