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Atlantic Union Bankshares Reports Second Quarter Financial Results

RICHMOND, Va.--(BUSINESS WIRE)-- Atlantic Union Bankshares Corporation (the 鈥淐ompany鈥� or 鈥淎tlantic Union鈥�) (NYSE: AUB) reported net income available to common shareholders of $16.8 million and both basic and diluted earnings per common share of $0.12, for the second quarter of 2025 and adjusted operating earnings available to common shareholders⁽¹⁾ of $135.1 million and adjusted diluted operating earnings per common share⁽¹⁾ of $0.95 for the second quarter of 2025.

In the second quarter of 2025, the Company鈥檚 adjusted operating earnings⁽¹⁾ included the following main pre-tax adjustments:

• $78.9 million in merger-related costs associated with the Sandy Spring Bancorp, Inc. (鈥淪andy Spring鈥�) acquisition
• $100.9 million in current expected credit losses (鈥淐ECL鈥�) Day 1 initial provision expense related to the Sandy Spring acquisition, comprised of the initial provision expense on purchased non-credit deteriorated (鈥渘on-PCD鈥�) loans, which represents the CECL 鈥渄ouble count鈥� of the non-PCD loan credit mark, and the additional provision for unfunded commitments
• $15.7 million gain on sale of $2.0 billion of commercial real estate (鈥淐RE鈥�) loans acquired in the Sandy Spring acquisition, which were previously identified, marked to fair value, and classified as held for sale as of the April 1, 2025 acquisition date
• $14.3 million gain on sale of our equity interest in Cary Street Partners LLC (鈥淐SP鈥�)

Merger with Sandy Spring and Full Physical Settlement of the Forward Sale Agreements

On April 1, 2025, the Company completed its acquisition of Sandy Spring and its results of operations are included in the Company鈥檚 consolidated results since the date of acquisition. Therefore, the Company鈥檚 second quarter and first half of 2025 results reflect increased levels of average balances, net interest income, and expense compared to its prior quarter and first half of 2024 results. After purchase accounting fair value adjustments, the acquisition added $13.0 billion of total assets, including $8.6 billion of loans held for investment (鈥淟HFI鈥�), $1.9 billion of loans held for sale, primarily consisting of the CRE loans sold during the quarter subsequent to the acquisition discussed below, as well as $12.2 billion of total liabilities, primarily consisting of $11.2 billion in deposits. The Company recorded preliminary goodwill of $496.9 million and core deposit intangibles and other intangibles of $290.7 million related to the acquisition.

In connection with the acquisition, the Company recorded an initial allowance for credit losses (鈥淎CL鈥�) of $129.2 million that consisted of an allowance for loan and lease losses (鈥淎LLL鈥�) of $117.8 million, which included a $28.3 million reserve on acquired loans that experienced a more-than insignificant amount of credit deterioration since origination (鈥淧CD鈥� loans), and a reserve for unfunded commitments (鈥淩UC鈥�) discussed below. The Company also recorded a $89.5 million reserve on non-PCD loans established through provision expense, which represents the CECL 鈥渄ouble count鈥� of the non-PCD credit mark, and a $11.4 million RUC through the provision for credit losses.

Also on April 1, 2025, the Company physically settled in full the previously disclosed forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser, by delivering 11,338,028 shares of the Company鈥檚 common stock to the forward purchaser. The Company received net proceeds from such sale of shares of the Company鈥檚 common stock and full physical settlement of the forward sale agreements, before expenses, of approximately $385.0 million.

CRE Loan Sale

On June 26, 2025, the Company completed the sale of approximately $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which the Company marked to fair value at $1.8 billion and classified as held for sale as of the April 1, 2025 acquisition date. The CRE loan sale transaction generated a $15.7 million pre-tax gain during the second quarter of 2025. Under the terms of the loan purchase agreement, the Company sold the loans without recourse and retained customer-facing servicing responsibilities.

鈥淲ith the closing of the Sandy Spring acquisition on April 1, 2025, our second quarter results provide an initial view into the operating earnings power of our combined franchise,鈥� said John C. Asbury, president and chief executive officer of Atlantic Union. 鈥淲hile merger-related costs created a noisy quarter, our operating results demonstrate that we are off to a great start with the acquisition.

鈥�It was also a productive quarter as we physically settled in full the previously announced forward sale of common equity and received net proceeds, before expenses, of $385.0 million, closed on the planned sale of approximately $2.0 billion of CRE loans acquired from Sandy Spring, and sold our equity interest in Cary Street Partners resulting in a pre-tax gain of $14.3 million. The CRE loan sale was an important step in executing on our strategy related to the Sandy Spring acquisition and our team achieved better-than-expected pricing on the sale, which resulted in a pre-tax gain on sale of $15.7 million.

鈥�Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations throughout Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth 鈥� in that order of priority 鈥� Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.鈥�

NET INTEREST INCOME

For the second quarter of 2025, net interest income was $321.4 million, an increase of $137.2 million from $184.2 million in the first quarter of 2025. Net interest income - fully taxable equivalent (鈥淔TE鈥�)⁽¹⁾ was $325.7 million in the second quarter of 2025, an increase of $137.8 million from $187.9 million in the first quarter of 2025. The increases from the prior quarter in both net interest income and net interest income (FTE)⁽¹⁾ are due primarily to a $12.0 billion increase in average interest earning assets due primarily to the addition of Sandy Spring acquired loans and the impact of loan accretion income related to acquisition accounting, as well as organic loan growth, partially offset by a $8.9 billion increase in average interest bearing liabilities due primarily to the addition of Sandy Spring acquired deposits and borrowings and the associated net amortization related to acquisition accounting.

For the second quarter of 2025, the Company鈥檚 net interest margin increased 40 basis points to 3.78% and the net interest margin (FTE)⁽¹⁾ increased 38 basis points to 3.83%, compared to the first quarter of 2025, primarily driven by the net accretion of purchase accounting adjustments on loans, deposits, and long-term borrowings related to the Sandy Spring acquisition. Earning asset yields for the second quarter of 2025 increased 37 basis points to 6.05%, compared to the first quarter of 2025, due to higher yields on loans, primarily as a result of higher accretion income due to the Sandy Spring acquisition. Cost of funds decreased by 1 basis point to 2.22% for the second quarter of 2025, compared to the first quarter of 2025, primarily due to a lower cost of deposits, which includes the acquisition related accretion, partially offset by higher borrowing costs, primarily due to increased long-term subordinated debt as a result of the Sandy Spring acquisition.

The Company鈥檚 net interest margin (FTE)⁽¹⁾ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $45.4 million for the quarter ended June 30, 2025 compared to $12.6 million for the quarter ended March 31, 2025, with the increase due to the Sandy Spring acquisition. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

ASSET QUALITY

Overview

At June 30, 2025, nonperforming assets (鈥淣PAs鈥�) as a percentage of total LHFI was 0.60%, an increase of 22 basis points from the prior quarter and included nonaccrual loans of $162.6 million. The increase in NPAs as a percentage of LHFI was primarily due to PCD loans acquired from Sandy Spring, primarily in the construction and land development, commercial real estate non-owner occupied, residential 1-4 family consumer and revolving, and commercial real estate owner occupied portfolios, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis, which reflects their acquisition date fair value plus the initial allowance for expected credit losses recognized at acquisition, in accordance with ASC 326, Financial Instruments 鈥� Credit Losses. Accruing past due loans as a percentage of total LHFI totaled 28 basis points at June 30, 2025, an increase of 1 basis point from March 31, 2025, and an increase of 6 basis points from June 30, 2024. Net charge-offs were 0.01% of total average LHFI (annualized) for the second quarter of 2025, a decrease of 4 basis points compared to March 31, 2025, and a decrease of 3 basis points compared to June 30, 2024. The ACL totaled $342.4 million at June 30, 2025, a $133.3 million increase from the prior quarter, primarily reflecting the impacts of the Sandy Spring acquisition.

Nonperforming Assets

At June 30, 2025, NPAs totaled $163.4 million, compared to $69.4 million as of March 31, 2025. The increase in NPAs was primarily due to PCD loans acquired in the Sandy Spring acquisition, which included $49.4 million of acquired construction and land development loans, $27.1 million of acquired commercial real estate non-owner occupied loans, $10.3 million of acquired residential 1-4 family consumer and revolving loans, $3.1 million of acquired commercial real estate owner occupied loans, and the remainder due to other acquired Sandy Spring loans. The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):

The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):

Past Due Loans

At June 30, 2025, past due loans still accruing interest totaled $77.7 million or 0.28% of total LHFI, compared to $50.0 million or 0.27% of total LHFI at March 31, 2025, and $40.2 million or 0.22% of total LHFI at June 30, 2024. The increase in past due loan levels at June 30, 2025 from March 31, 2025 was primarily within the construction and land development, commercial and industrial, commercial real estate owner occupied, and residential 1-4 family 鈥� commercial portfolios. Of the total past due loans still accruing interest, $39.8 million or 0.15% of total LHFI were past due 90 days or more at June 30, 2025, compared to $6.8 million or 0.04% of total LHFI at March 31, 2025, and $15.6 million or 0.09% of total LHFI at June 30, 2024.

Allowance for Credit Losses

At June 30, 2025, the ACL was $342.4 million, an increase of $133.3 million from the prior quarter, and included an ALLL of $315.6 million and an RUC of $26.8 million. At April 1, 2025, the initial ACL related to the Sandy Spring acquisition was $129.2 million, consisting of an ALLL of $117.8 million and RUC of $11.4 million. The ALLL included an $89.5 million reserve on acquired non-PCD loans established through provision expense, which represents the CECL 鈥渄ouble count鈥� of the non-PCD credit mark, and a $28.3 million reserve on PCD loans. Outside of the initial ACL related to the Sandy Spring acquisition, the ACL at June 30, 2025 increased $4.1 million from March 31, 2025, primarily reflecting the impacts of loan growth and deteriorating macroeconomic forecasts.

The ACL as a percentage of total LHFI was 1.25% at June 30, 2025, compared to 1.13% at March 31, 2025. The ALLL as a percentage of total LHFI was 1.15% at June 30, 2025, compared to 1.05% at March 31, 2025.

Net Charge-offs

Net charge-offs were $666,000 or 0.01% of total average LHFI on an annualized basis for the second quarter of 2025, compared to $2.3 million or 0.05% (annualized) for the first quarter of 2025, and $1.7 million or 0.04% (annualized) for the second quarter of 2024.

Provision for Credit Losses

For the second quarter of 2025, the Company recorded a provision for credit losses of $105.7 million, compared to $17.6 million in the prior quarter, and $21.8 million in the second quarter of 2024. Included in the provision for credit losses for the second quarter of 2025 was $89.5 million of Day 1 initial provision expense on non-PCD loans and $11.4 million on unfunded commitments, each acquired from Sandy Spring. Included in the provision for credit losses for the second quarter of 2024 was $13.2 million of Day 1 initial provision expense on non-PCD loans and $1.4 million on unfunded commitments, each acquired from American National. Outside of the Day 1 initial provision expense recorded on non-PCD loans and unfunded commitments acquired from Sandy Spring and American National, the provision for credit losses decreased compared to the prior quarter and the prior year, primarily reflecting the impact of the overall build in the allowance for loan losses due to the uncertainty in the economic outlook in the prior quarter and prior year, as well as lower net charge-offs in the second quarter of 2025.

NONINTEREST INCOME

Noninterest income increased $52.3 million to $81.5 million for the second quarter of 2025 from $29.2 million in the prior quarter, primarily driven by the $15.7 million gain on the CRE loan sale, a $14.3 million gain on the sale of our equity interest in CSP, and the full quarter impact of the Sandy Spring acquisition that closed on April 1, 2025.

Adjusted operating noninterest income⁽¹⁾ which excludes the gain on CRE loan sale ($15.7 million in the second quarter), gain on sale of our equity interest in CSP ($14.3 million in the second quarter), and gains and losses on sale of securities (gains of $16,000 in the second quarter and losses of $102,000 in the first quarter), increased $22.2 million to $51.5 million, compared to $29.3 million in the prior quarter. This increase was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $11.0 million increase in fiduciary and asset management fees, due to assets under management increasing approximately 110% from the prior quarter, the $2.5 million increase in service charges on deposit accounts, and the $830,000 increase in interchange fees. In addition to the impact of the Sandy Spring acquisition, the bank owned life insurance income increase of $3.8 million includes death benefits of $2.4 million received in the second quarter and the mortgage banking income increase of $1.8 million includes the impact of the Sandy Spring鈥檚 mortgage business, as well as a seasonal increase in mortgage loan origination volumes. Other operating income increased $2.4 million, primarily due to an increase in equity method investment income.

NONINTEREST EXPENSE

Noninterest expense increased $145.5 million to $279.7 million for the second quarter of 2025 from $134.2 million in the prior quarter, primarily driven by a $74.0 million increase in merger-related costs, as well as other increases in noninterest expense due to the full quarter impact of the Sandy Spring acquisition.

Adjusted operating noninterest expense⁽¹⁾ which excludes merger-related costs ($78.9 million in the second quarter and $4.9 million in the first quarter) and amortization of intangible assets ($18.4 million in the second quarter and $5.4 million in the first quarter) increased $58.6 million to $182.4 million, compared to $123.8 million in the prior quarter. This increase was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $34.5 million increase in salaries and benefits, the $7.1 million increase in technology and data processing, the $4.2 million increase in occupancy expenses, the $3.4 million increase in FDIC assessment premiums and other insurance, the $3.1 million increase in professional services, the $3.1 million increase in other expenses, primarily due to increases in communication expense and teammate training and travel costs, and the $2.4 million increase in furniture and equipment expenses.

INCOME TAXES

During the second quarter of 2025, the Company鈥檚 estimated annual effective tax rate (鈥淎ETR鈥�) increased to 21.7% from approximately 19.0% in the first quarter of 2025, reflecting the impact of the Sandy Spring acquisition as Sandy Spring operated in a higher state tax jurisdiction, which now impacts a larger proportion of the Company鈥檚 consolidated pre-tax income. The updated AETR was applied to the year-to-date pre-tax income calculation during the second quarter of 2025, impacting the Company鈥檚 income tax expense for the quarter ended June 30, 2025.

The Company鈥檚 effective tax rate for the three months ended June 30, 2025 and March 31, 2025 was (13.2%) and 19.0%, respectively. The negative effective tax rate for the quarter ended June 30, 2025 reflects the impact of a $8.0 million income tax benefit recorded this quarter related to the Company re-evaluating its state deferred tax asset, as a result of the Sandy Spring acquisition.

BALANCE SHEET

At June 30, 2025, the Company鈥檚 consolidated balance sheet includes the impact of the Sandy Spring acquisition, which closed April 1, 2025, as discussed above. ASC 805, Business Combinations, allows for a measurement period of twelve months beyond the acquisition date to finalize the fair value measurements of an acquired company鈥檚 net assets as additional information existing as of the acquisition date becomes available. If applicable, any future measurement period adjustments will be recorded through goodwill upon identification. Below is a summary of the related impact of the Sandy Spring acquisition as of the acquisition date:

• The fair value of assets acquired totaled $13.0 billion and included LHFI of $8.6 billion with an initial loan discount of $789.7 million, loans held for sale of $1.9 billion, and total investments of $1.3 billion.
• The fair value of the liabilities assumed totaled $12.2 billion and included total deposits of $11.2 billion with an initial deposit mark related to time deposits of $243.4 million and total borrowings of $833.0 million.
• Core deposit intangibles and other intangibles recorded totaled $290.7 million.
• Preliminary goodwill recorded totaled $496.9 million.

On June 26, 2025, the Company completed the sale of approximately $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which the Company marked to fair value at $1.84 billion and classified as held for sale as of the April 1, 2025 acquisition date. The Company received net proceeds from the sale of the CRE loans, before expenses, of approximately $1.87 billion, which increased the Company鈥檚 cash balance at June 30, 2025, and a portion of such proceeds were used to repay the Company鈥檚 short-term Federal Home Loan Bank advances and brokered CDs that matured during the second quarter of 2025.

At June 30, 2025, total assets were $37.3 billion, an increase of $12.7 billion from March 31, 2025, and $12.5 billion or approximately 50.6% from June 30, 2024. The increases in total assets from the prior quarter and prior year were primarily driven by growth in LHFI and the available for sale (鈥淎FS鈥�) securities portfolio, primarily due to the Sandy Spring acquisition. At June 30, 2025, cash and cash equivalents were $1.6 billion, an increase of $1.2 billion from March 31, 2025, and $1.1 billion from June 30, 2024, primarily reflecting the impact from the CRE loan sale proceeds.

At June 30, 2025, LHFI totaled $27.3 billion, an increase of $8.9 billion from March 31, 2025, and an increase of $9.0 billion or 49.0% from June 30, 2024. LHFI increased from the prior quarter and prior year primarily due to the Sandy Spring acquisition, as well as organic loan growth.

At June 30, 2025, total investments were $4.8 billion, an increase of $1.4 billion from March 31, 2025, and an increase of $1.3 billion or 36.8% from June 30, 2024. The increases compared to the prior quarter and prior year were primarily due to the Sandy Spring acquisition. AFS securities totaled $3.8 billion at June 30, 2025, $2.5 billion at March 31, 2025, and $2.6 billion at June 30, 2024. As part of the Sandy Spring acquisition, the Company restructured $485.2 million of securities acquired from Sandy Spring and reinvested the proceeds into higher yielding securities. Total net unrealized losses on the AFS securities portfolio were $372.8 million at June 30, 2025, compared to $382.0 million at March 31, 2025, and $420.7 million at June 30, 2024. Held to maturity securities are carried at cost and totaled $827.1 million at June 30, 2025, $821.1 million at March 31, 2025, and $810.5 million at June 30, 2024 and had net unrealized losses of $49.2 million at June 30, 2025, $48.6 million at March 31, 2025, and $44.0 million at June 30, 2024.

At June 30, 2025, total deposits were $31.0 billion, an increase of $10.5 billion from the prior quarter, and an increase of $11.0 billion or 54.9% from June 30, 2024. The increases in total deposits from the prior quarter and prior year were primarily due to increases in interest-bearing customer deposits and demand deposits, primarily related to the addition of the Sandy Spring acquired deposits.

At June 30, 2025, total borrowings were $892.8 million, an increase of $417.1 million from March 31, 2025 primarily driven by the acquisition of long-term subordinated debt issued by Sandy Spring, and a decrease of $314.0 million or 26.0% from June 30, 2024. The increase in borrowings from the prior quarter was primarily due to the Sandy Spring acquisition, while the decrease from the same period in the prior year was primarily due to repayment of short-term Federal Home Loan Bank advances.

The following table shows the Company鈥檚 capital ratios at the quarters ended:

⁽¹⁾ These are financial measures not calculated in accordance with generally accepted accounting principles (鈥淕AAP鈥�). For a reconciliation of these non-GAAP financial measures, see the 鈥淎lternative Performance Measures (non-GAAP)鈥� section of the Key Financial Results.

⁽²⁾ All ratios at June 30, 2025 are estimates and subject to change pending the Company鈥檚 filing of its FR Y9-C. All other periods are presented as filed.

During the second quarter of 2025, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the first quarter of 2025 and the second quarter of 2024. During the second quarter of 2025, the Company also declared and paid cash dividends of $0.34 per common share, consistent with the first quarter of 2025 and a $0.02 increase or approximately 6.3% from the second quarter of 2024.

On April 1, 2025, the Company physically settled in full the previously disclosed forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser, by delivering 11,338,028 shares of the Company鈥檚 common stock to the forward purchaser. The Company received net proceeds from such sale of shares of the Company鈥檚 common stock and full physical settlement of the forward sale agreements, before expenses, of approximately $385.0 million.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

SECOND QUARTER 2025 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Thursday, July 24, 2025, during which management will review our financial results for the second quarter 2025 and provide an update on our recent activities.

The listen-only webcast and the accompanying slides can be accessed at:

.

For analysts who wish to participate in the conference call, please register at the following URL:

. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

A replay of the webcast, and the accompanying slides, will be available on the Company鈥檚 website for 90 days at: .

NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended June 30, 2025, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see 鈥淎lternative Performance Measures (non-GAAP)鈥� in the tables within the section 鈥淜ey Financial Results.鈥�

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute 鈥渇orward-looking statements鈥� within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury鈥檚 quotations, statements regarding the recently completed acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on our business, loan demand and economic conditions; in our markets and nationally; management鈥檚 beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our 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 鈥渆xpect,鈥� 鈥渂elieve,鈥� 鈥渆stimate,鈥� 鈥減lan,鈥� 鈥減roject,鈥� 鈥渁nticipate,鈥� 鈥渋ntend,鈥� 鈥渨ill,鈥� 鈥渕ay,鈥� 鈥渧iew,鈥� 鈥渙pportunity,鈥� 鈥渟eek to,鈥� 鈥減otential,鈥� 鈥渃ontinue,鈥� 鈥渃onfidence,鈥� or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon 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;
• economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior;
• U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;
• volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
• legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;
• 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, U.S. fiscal debt, budget, and tax matters, and slowdowns in economic growth;
• the diversion of management鈥檚 attention from ongoing business operations and opportunities due to our recent acquisition of Sandy Spring;
• the impact of purchase accounting with respect to the Sandy Spring acquisition, or any 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 our acquisition activity, including our acquisitions of Sandy Spring and American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events, or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two companies;
• the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated;
• potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National;
• our ability to identify, recruit and retain key employees;
• monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
• the quality or composition of our loan or investment portfolios and changes in these portfolios;
• 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;
• 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 CRE;
• 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;
• 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. 鈥淩isk Factors鈥� and Part II, Item 7. 鈥淢anagement鈥檚 Discussion and Analysis of Financial Condition and Results of Operations鈥� of our Annual Report on Form 10鈥慘 for the year ended December 31, 2024, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (鈥淪EC鈥�) and are available on the SEC鈥檚 website at . All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all 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 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 as a result of new information, future events or otherwise, except as required by law.