Form 4: Director Joel Shephard Acquires AUB Phantom Stock
Insider Transaction Report
Atlantic Union Bankshares Corp. Director Joel R. Shephard acquired 567 phantom stock units on January 2, 2026, as part of a deferred compensation plan.
Summary
- Joel R. Shephard, a Director of Atlantic Union Bankshares Corp. (AUB), acquired 567 shares of phantom stock.
- The transaction occurred on January 2, 2026, and was made pursuant to a Rule 10b5-1(c) plan.
- Each phantom stock share is the economic equivalent of one share of common stock, with an underlying value of $35.3 per share based on the market closing price before the transaction date.
- The phantom stock becomes payable in cash or common stock at a time elected by the reporting person in their deferred compensation election form.
- Following this transaction, Mr. Shephard beneficially owns 3,005.958 shares of phantom stock indirectly through a Trustee of a Non-Qualified Plan.
- This total includes 26.386 additional shares acquired through dividend reinvestment since the last Form 4 filing.
Sentiment
Score: 6
Explanation: The acquisition of phantom stock by a director, even as part of a deferred compensation plan, is generally a neutral to slightly positive signal, indicating continued alignment with shareholder interests, though it's not a discretionary open market purchase.
Positives
- A Director increasing their beneficial ownership, even through phantom stock in a deferred compensation plan, can signal continued alignment of interests with shareholders.
- The transaction was conducted under a Rule 10b5-1(c) plan, which demonstrates a pre-arranged trading strategy and enhances transparency.
Future Outlook
The phantom stock units are payable in cash or common stock at a future date elected by the reporting person, indicating a future distribution event based on the deferred compensation plan terms.
Industry Context
This is a routine insider transaction filing (Form 4) common in the financial services industry, reflecting executive compensation structures that often include equity-linked incentives like phantom stock.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Disclosure | The transaction was made pursuant to a Rule 10b5-1(c) plan, which is a pre-arranged trading plan designed to provide an affirmative defense against insider trading allegations. | 01/02/2026 | This enhances transparency regarding insider transactions and demonstrates a commitment to compliance with securities laws. |
Stakeholder Impact
- Shareholders: The director's increased beneficial ownership of phantom stock aligns their financial interests with those of the shareholders, potentially fostering long-term value creation.
Next Steps
- The phantom stock units will become payable in cash or common stock at a future date, as elected by the reporting person in their deferred compensation plan.
Key Dates
| Date | Description |
|---|---|
| 01/02/2026 | Transaction Date for the acquisition of 567 phantom stock units. |
| 01/06/2026 | Signature Date of the Form 4 filing by Attorney-in-Fact Rachael R. Lape. |
Keywords
AUB, Atlantic Union Bankshares, Form 4, Insider Transaction, Director, Phantom Stock, Deferred Compensation, Rule 10b5-1
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