Daniel J. Schrider - Apr 1, 2025 Form 4 Insider Report for Atlantic Union Bankshares Corp (AUB)

Role
Director
Signature
/s/ Rachael R. Lape, Attorney-in-Fact
Stock symbol
AUB
Transactions as of
Apr 1, 2025
Transactions value $
-$281,288
Form type
4
Date filed
4/3/2025, 06:02 PM
Previous filing
Mar 14, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AUB Common Stock Award +198K 198K Apr 1, 2025 Direct F1, F2, F3
transaction AUB Common Stock Disposed to Issuer $0 -12.9K -6.51% $0.00 185K Apr 1, 2025 Direct F4
transaction AUB Common Stock Tax liability -$281K -9.03K -4.87% $31.14 176K Apr 1, 2025 Direct F5
transaction AUB Common Stock Award $0 +642 +0.36% $0.00 177K Apr 1, 2025 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquired as a result of a merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2024, by and between Atlantic Union Bankshares Corporation ("AUB") and Sandy Spring Bancorp, Inc. ("SASR"), as it may be amended from time to time (the "Merger Agreement").
F2 Pursuant to the Merger each (i) share of SASR common stock, par value $1.00 per share, including SASR restricted shares, held by the reporting person was converted into 0.900 shares of AUB common stock, par value $1.33 per share, with cash payable in lieu of any fractional shares; (ii) SASR performance-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into a time-based restricted stock unit award that settles in a number of shares of AUB common stock (each, an "AUB RSU") equal to the product of: the number of shares of SASR common stock underlying such performance-based restricted stock unit (assuming target performance) and 0.900; and (iii) SASR time-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into an AUB RSU equal to the product of: the number of shares of SASR common stock underlying such restricted stock unit and 0.900.
F3 In connection with termination of the reporting person's employment in connection with the Merger, (i) AUB RSUs in respect of 28,201 shares of AUB common stock vested and were settled, (ii) 18,999 AUB restricted shares vested, (iii) AUB RSUs in respect of 1,156 shares of AUB common stock remained outstanding and continued to vest, and (iv) 7,812 AUB restricted shares remained outstanding and continued to vest.
F4 In connection with termination of the reporting person's employment in connection with the Merger, AUB RSUs in respect of 12,906 shares of AUB common stock were forfeited for no consideration.
F5 Shares of AUB common stock withheld upon vesting of each AUB RSU that vested or continued to vest upon the reporting person's termination of employment in connection with the Merger, as described in clauses (i) and (iii) of Footnote 2 above.
F6 Direct issue from AUB in respect of the reporting person's quarterly retainer for service on AUB's Board of Directors.