AUB Atlantic Union Bankshares Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed further below, the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended and restated May 4, 2021 (the “2021 Amended and Restated SIP” or the “plan”) was approved by the common shareholders of Atlantic Union Bankshares Corporation (the “Company”) at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 4, 2021.

The 2021 Amended and Restated SIP was adopted by the Board of Directors of the Company (the “Board”), subject to shareholder approval, on February 23, 2021, based on the recommendation of the Compensation Committee of the Board (the “Committee”). The plan was originally adopted as the Union First Market Bankshares Corporation 2011 Stock Incentive Plan, which was approved by shareholders on April 26, 2011. The plan was amended and restated as the Union Bankshares Corporation Stock and Incentive Plan, which was approved by shareholders on April 21, 2015, and further amended by the Board effective May 20, 2019, to change the name of the plan to the Atlantic Union Bankshares Corporation Stock and Incentive Plan. The 2021 Amended and Restated SIP became effective upon shareholder approval at the Annual Meeting. Outstanding awards previously granted under the plan remain outstanding in accordance with their terms.

The 2021 Amended and Restated SIP increases the maximum number of shares of the Company’s common stock issuable under the plan (since inception on April 26, 2011) to 4,000,000 shares, an increase of 1,500,000 shares. In addition, the 2021 Amended and Restated SIP updates the definition of a Company “subsidiary” to generally include any entity that is at least 50%-owned by the Company or another of its subsidiaries; this updated definition is applicable to all award types other than incentive stock options, for which the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) require a more limited definition of subsidiary. The 2021 Amended and Restated SIP also removes provisions regarding awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code in connection with changes to Section 162(m) made by the 2017 Tax Cuts and Jobs Act. Finally, the 2021 Amended and Restated SIP clarifies and updates certain terms and provisions of the plan.

The purpose of the 2021 Amended and Restated SIP is to promote the success of the Company and its subsidiaries by providing greater incentive to key employees and non-employee directors to associate their personal interests with the long-term financial success of the Company, including its subsidiaries, and with growth in shareholder value, consistent with the Company’s risk management practices. The 2021 Amended and Restated SIP is designed to provide flexibility to the Company, including its subsidiaries, in its ability to motivate, attract, and retain the services of key employees and non-employee directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operations largely depends.

The 2021 Amended and Restated SIP provides for the grant to key employees and non-employee directors of awards that may include one or more of the following: stock options, restricted stock, restricted stock units, stock awards, performance share units, and performance cash awards (collectively, the “awards”). The 2021 Amended and Restated SIP is administered by the Committee, unless the Board determines otherwise.

Subject to the right of the Board to terminate the 2021 Amended and Restated SIP at any time, awards may be granted under the plan until May 3, 2031, after which date no further awards may be granted. Any awards granted under the 2021 Amended and Restated SIP that are outstanding on May 3, 2031 will remain outstanding in accordance with their terms.

Subject to adjustment in the event of certain changes in the Company’s capital structure, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Amended and Restated SIP is 4,000,000, which includes awards issued since inception on April 26, 2011. If shares of common stock related to awards that terminate, are cancelled, expire, or lapse for any reason without the issuance of such shares and shares of common stock related to restricted stock awards that are forfeited will not count against this maximum. The maximum number of shares with respect to which equity awards may be granted in any calendar year to a participant under the 2021 Amended and Restated SIP is 150,000 shares in the aggregate, and the maximum dollar amount of cash awards that may be granted in any calendar year to a participant under the 2021 Amended and Restated SIP is $2,500,000 in the aggregate.

The Committee has the authority under the 2021 Amended and Restated SIP to select plan participants and to grant awards on terms the Committee considers appropriate, subject to the provisions of the 2021 Amended and Restated SIP. Additionally, subject to the terms of the plan, the Committee has the authority, among other things, to amend outstanding awards and accelerate the vesting thereof, to interpret the 2021 Amended and Restated SIP, to adopt, amend or waive rules or regulations for the plan’s administration, and to make all other determinations for administration of the 2021 Amended and Restated SIP. The Committee may delegate its authority under the 2021 Amended and Restated SIP to the Company’s Chief Executive Officer and/or Chief Financial Officer or to another member of the Company’s management, except in the case of awards to directors and certain executive officers.

All awards under the 2021 Amended and Restated SIP, whether vested or unvested, are subject to such repayment or clawback as may be required under any clawback policy adopted by the Company or under applicable law, regulation or stock exchange listing standard, which could in certain circumstances require repayment or forfeiture of awards or any shares of common stock or other cash or property received with respect to the awards, including any value received from a disposition of the shares acquired upon payment of the awards.

The foregoing description of the 2021 Amended and Restated SIP is only a summary and is qualified in its entirety by reference to the full text of the 2021 Amended and Restated SIP, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.