Atlantic Union Bankshares Corp 8-K

What Happened
Atlantic Union Bankshares Corporation announced on July 30, 2026 that it completed an underwritten public offering of $250 million aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036. The Notes were issued under the company’s existing subordinated indenture (Base Indenture dated Dec. 5, 2016) as supplemented by a Third Supplemental Indenture dated July 30, 2026, with U.S. Bank Trust Company, N.A. as trustee. The Notes pay a fixed 6.25% per year, semi‑annually, from July 30, 2026 up to (but excluding) August 1, 2031; thereafter they pay a floating quarterly rate equal to 3‑month Term SOFR (or replacement benchmark) plus 213 basis points. The Notes mature August 1, 2036.

Key Details

• Offering size: $250,000,000 aggregate principal amount.
• Coupon/maturity: 6.25% fixed through July 31, 2031 (semi‑annual), then 3‑month Term SOFR + 213 bps through August 1, 2036 (quarterly); maturity August 1, 2036.
• Redemption: Company may redeem on or after August 1, 2031 at 100% of par (plus accrued interest); earlier redemption in whole (not in part) is permitted with prior Federal Reserve approval if required, or upon certain tax or regulatory changes, also at 100% of par.
• Legal/administration: Notes are unsecured, subordinated obligations; Trustee is U.S. Bank Trust Company, N.A.; legal opinion from Troutman Pepper Locke LLP is attached to the filing.

Why It Matters
For investors, this transaction raises Atlantic Union’s long‑term subordinated debt and can strengthen regulatory capital (the Notes are structured to be considered Tier 2 capital subject to applicable rules). The issuance fixes interest cost at 6.25% for five years before switching to a floating rate, so the company’s interest expense will shift to a variable basis after 2031. Noteholders are subordinated creditors (behind senior debt and depositors in bankruptcy), so these are not equivalent to deposits or senior bonds. The filing was made to incorporate the offering documentation into the company’s registration statement and includes the indentures and legal opinion.