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Forward Looking Statements
This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements on the slides
entitled “Q4 2024 and Full Year 2024 Highlights“ and “2025 AUB Standalone Financial Outlook,” statements regarding the pending merger with Sandy Spring Bancorp, Inc. (“Sandy Spring”), our business, financial and operating results, including our deposit base and
funding, the impact of changes in economic conditions, management’s belief regarding our liquidity, capital resources, asset quality, customer relationships, and statements that include other projections, predictions, expectations, or beliefs about future events or results or
otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or
quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives)
such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of Atlantic Union Bankshares
Corporation (the “Company”) and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based on reasonable assumptions within the bounds of our existing knowledge of our business and operations,
there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual
future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:
• market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs
and our loan and securities portfolios;
• inflation and its impacts on economic growth and customer and client behavior;
• adverse developments in the financial industry generally, such as bank failures, responsive measures to mitigate and manage
such developments, related supervisory/regulatory actions and costs, and related impacts on customer behavior;
• the sufficiency of liquidity and changes in our capital position;
• general economic and financial market conditions in the United States generally and particularly in the markets in which we
operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in
unemployment levels and slowdowns in economic growth;
• the failure to close our proposed merger with Sandy Spring when expected or at all because remaining required regulatory
approvals, Company shareholder or Sandy Spring stockholder or other approvals or conditions to closing are not received or
satisfied on a timely basis or at all, and the risk that any regulatory approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected benefits of the proposed merger;
• the occurrence of any event, change or other circumstances that could give rise to the right of the Company or Sandy Spring to
terminate the merger agreement;
• risks related to Sandy Spring’s business that we will be subject to after closing, including its commercial real estate portfolio;
• any change in the purchase accounting assumptions regarding the Sandy Spring assets to be acquired and liabilities to be
assumed used to determine the fair value of credit marks;
• the proposed merger with Sandy Spring may be more expensive or take longer to complete than anticipated;
• the diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger with
Sandy Spring;
• the dilutive effect of shares of our common stock to be issued in connection with the proposed merger with Sandy Spring or
pursuant to the previously disclosed forward sale agreements with Morgan Stanley & Co. LLC;
• changes in the Company’s or Sandy Spring’s share price before closing;
• the impact of purchase accounting with respect to the American National acquisition, or change in the assumptions used
regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;
• the possibility that the anticipated benefits of the proposed merger with Sandy Spring or the American National acquisition,
including anticipated cost savings and strategic gains, are not realized when expected or at all, including because of the impact
of, or problems arising from, the integration of the companies or because of the strength of the economy, competitive factors in
the areas where we do business, or other unexpected factors or events;
• potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement
or completion of the proposed merger with Sandy Spring or the American National acquisition;
• monetary and fiscal policies of the U.S. government, including the U.S. Department of the Treasury and the Federal Reserve;
• the quality or composition of our loan or investment portfolios and changes therein;
• demand for loan products and financial services in our market areas;
• our ability to manage our growth or implement our growth strategy;
• the effectiveness of expense reduction plans;
• the introduction of new lines of business or new products and services;
• our ability to identify, recruit and retain key employees;
• real estate values in our lending area;
• changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;
• an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by
changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;
• concentrations of loans secured by real estate, particularly commercial real estate;
• the effectiveness of our credit processes and management of our credit risk;
• our ability to compete in the market for financial services and increased competition from fintech companies;
• technological risks and developments, and cyber threats, attacks, or events;
• operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and
integration of potential future acquisitions, whether involving stock or cash consideration;
• the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts,
geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these
potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their
obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on
supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or
capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and
on financial markets and economic growth;
• performance by our counterparties or vendors;
• deposit flows;
• the availability of financing and the terms thereof;
• the level of prepayments on loans and mortgage-backed securities;
• the effects of legislative or regulatory changes and requirements, including changes in federal, state or local tax laws;
• actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other
things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse
consequences;
• any event or development that would cause us to conclude that there was an impairment of any asset, including intangible
assets, such as goodwill; and
• other factors, many of which are beyond our control.
Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended
December 31, 2023, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be
considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if
substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements. Forward-looking statements speak only as of the date they
are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether because of new information, future events or otherwise, except as required by
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