10-K: Atlantic Union Bankshares Corporation Details Outstanding Securities in SEC Filing

Atlantic Union Bankshares Corporation outlines the characteristics of its common and preferred stock in a recent SEC filing.

Summary

• Atlantic Union Bankshares Corporation, a financial holding company, has filed an exhibit detailing its registered securities.
• The company has 200,000,000 authorized shares of common stock with a par value of $1.33 per share.
• Shareholders are entitled to dividends declared by the Board of Directors, subject to Virginia law and preferred stock rights.
• In the event of liquidation, common stockholders receive remaining assets after debts, liabilities, and preferred stock preferences are satisfied.
• Common stockholders have one vote per share and elect directors annually.
• The company also has depositary shares, each representing a 1/400th ownership interest in a share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A.
• The Series A Preferred Stock ranks senior to common stock regarding dividends and liquidation distributions.
• Dividends on the Series A Preferred Stock are non-cumulative and are paid quarterly at a rate of 6.875% per annum when declared.
• The company may redeem the Series A Preferred Stock at its option on or after September 1, 2025, at $10,000 per share, plus any declared and unpaid dividends.
• The company may also redeem the Series A Preferred Stock within 90 days following a regulatory capital treatment event.
• Holders of the Series A Preferred Stock have limited voting rights, including the right to elect two directors if dividends are not paid for six quarterly periods.
• The company is subject to anti-takeover provisions in its articles and bylaws and Virginia law, including supermajority voting requirements for certain corporate actions.
• The company has not opted out of the Affiliated Transactions Statute or the Control Share Acquisitions Statute.
• The company is authorized to issue preferred stock, and the Board can determine the terms without further shareholder approval.
• As of the filing date, the company has 6,900,000 depositary shares issued and outstanding, representing 17,250 shares of Series A Preferred Stock.

Sentiment

Score: 7

Explanation: The document is factual and descriptive, with no strong positive or negative sentiment. It is a standard SEC filing outlining the terms of the company's securities.

Positives

• Common stockholders are entitled to receive dividends when declared by the Board of Directors.
• Common stockholders have voting rights and elect directors annually.
• The Series A Preferred Stock ranks senior to common stock regarding dividends and liquidation distributions.
• The company has the option to redeem the Series A Preferred Stock at a set price, providing flexibility.
• The company has not opted out of the Affiliated Transactions Statute or the Control Share Acquisitions Statute, which may provide additional protection.

Negatives

• Dividends on the Series A Preferred Stock are non-cumulative, meaning that if a dividend is not declared, it is not accrued for future payment.
• Holders of the Series A Preferred Stock have limited voting rights.
• The company is subject to anti-takeover provisions, which may discourage potential acquisitions.
• Investments in the company's securities are not insured by the FDIC and are subject to investment risk, including the possible loss of principal.

Risks

• The company's ability to pay dividends is subject to Virginia law, preferred stock rights, and the ability of its bank subsidiary to pay dividends to the company.
• The company's ability to pay dividends is influenced by bank regulatory requirements and capital guidelines.
• The company is subject to anti-takeover provisions that may discourage takeovers and inhibit fluctuations in the market price of the common stock.
• Investments in the company's securities are not insured by the FDIC and are subject to investment risk, including the possible loss of principal.
• The Series A Preferred Stock may be fully subordinated to interests held by the U.S. government in the event of receivership, insolvency, liquidation, or similar proceeding.

Future Outlook

The company reserves the right to issue additional shares of Series A Preferred Stock and other preferred stock that rank equally with or junior to the Series A Preferred Stock.

Industry Context

This document is a standard SEC filing for a publicly traded company, detailing the terms of its registered securities. It is common for financial institutions to have both common and preferred stock offerings.

Comparison to Industry Standards

• The structure of Atlantic Union Bankshares Corporation's common and preferred stock is typical for a publicly traded financial institution.
• The dividend rate of 6.875% on the Series A Preferred Stock is within the range of other preferred stock offerings in the financial sector.
• The anti-takeover provisions are also common among publicly traded companies to protect against hostile takeovers.
• The redemption options for the preferred stock are also standard practice.
• The voting rights structure is typical for a company with both common and preferred stock.

Stakeholder Impact

• Shareholders are provided with detailed information about their rights and the terms of their investments.
• Potential investors can use this information to make informed decisions about investing in the company's securities.
• The company's management is bound by the terms outlined in the document.

Key Dates

Keywords

common stock, preferred stock, depositary shares, dividends, liquidation rights, voting rights, anti-takeover provisions, redemption, FDIC, bank holding company