Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 1, 2024, Atlantic Union Bankshares Corporation (“Atlantic Union”) completed its previously announced merger (the “Merger”) with American National Bankshares Inc. (“American National”), pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023 (the “Merger Agreement”), by and between Atlantic Union and American National. At the effective time of the Merger (the “Effective Time”), American National merged with and into Atlantic Union, with Atlantic Union continuing as the surviving corporation. Immediately following the Merger, American National Bank and Trust Company, American National’s wholly owned subsidiary bank, merged with and into Atlantic Union’s wholly owned subsidiary bank, Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank (the “Bank Merger” and together with the Merger, the “Mergers”). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-274490) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2023 and amended on September 26, 2023.
At the Effective Time, under the terms of the Merger Agreement, each share of common stock of American National (the “American National Common Stock”), excluding certain specified shares owned by Atlantic Union or American National, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 1.35 shares of common stock of Atlantic Union (the “Atlantic Union Common Stock”), with cash paid in lieu of fractional shares. At the Effective Time, each unvested restricted stock award of American National was deemed to be fully vested and was cancelled and converted automatically into the right to receive 1.35 shares of Atlantic Union Common Stock in respect of each share of American National Common Stock underlying such award.
The foregoing summary of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2023 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Merger Agreement, the Atlantic Union board of directors (the “Board”) increased its size to 16 directors and appointed each of Nancy Howell Agee and Joel R. Shepherd to join the Board, effective as of the Effective Time, to hold such office until the next annual meeting of Atlantic Union’s shareholders or until his or her resignation or removal. Before the Merger, Ms. Agee and Mr. Shepherd each served as a member of the board of directors of American National.
In accordance with the Merger Agreement, Atlantic Union agreed to nominate Ms. Agee and Mr. Shepherd for reelection to the Board at each meeting of Atlantic Union’s shareholders at least until the 2027 annual meeting, subject to compliance by the Board with its fiduciary obligations including compliance with Atlantic Union’s organizational documents and corporate governance guidelines. Ms. Agee and Mr. Shepherd will each participate in the Board’s standard non-employee director compensation arrangements as described in Exhibit 10.2 of Atlantic Union’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 2, 2023, which exhibit is incorporated herein by reference, and as such arrangements may be amended from time to time. At this time, no decision has been made regarding which Board committees Ms. Agee and Mr. Shepherd will serve. When available, such committee assignments will be reported by an amendment to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On April 1, 2024, Atlantic Union issued a press release announcing the consummation of the Mergers. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
