Atlantic Union Bankshares Corp Goodwill & Intangibles Disclosure
6. GOODWILL AND INTANGIBLE ASSETS
The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. Refer to Note 1 “Summary of Significant Accounting Polices” in this Form 10-K for more information on the Company’s goodwill and intangible asset policies. The Company analyzed its intangible assets on a quarterly basis throughout 2025, and concluded no impairment existed as of the balance sheet date.
Preliminary goodwill associated with the Sandy Spring acquisition totaled $519.2 million at December 31, 2025 and was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments described below, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period. The Company recorded measurement period adjustments in the third and fourth quarters of 2025 related to the Sandy Spring acquisition, primarily related to other liabilities, fair values of certain loans, and other assets, which resulted in a $22.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition compared to April 1, 2025. As a result of the American National acquisition, the Company recorded goodwill totaling $288.8 million, which reflected expected synergies and economies of scale from the acquisition. Refer to Note 2 “Acquisitions” in this Form 10-K for more information on the Company’s goodwill and intangible assets.
The following table provides information on the significant components of goodwill and other acquired intangible assets as of December 31, (dollars in thousands):
| Gross | | Additions: | | | Net | ||||||
Carrying | Sandy Spring | Accumulated | Carrying | |||||||||
Value | Acquisition (1) | Amortization | Value | |||||||||
2025 |
| |
| |
| |
| | ||||
Goodwill | $ | 1,214,053 | $ | 519,234 | $ | — | $ | 1,733,287 | ||||
CDIs | 153,740 | 243,351 | (131,740) | 265,351 | ||||||||
Other amortizable intangibles | 14,041 | 47,299 | (11,147) | 50,193 | ||||||||
(1) Includes a $22.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition related to measurement period adjustments during the third and fourth quarters of 2025.
Gross | | Additions: | | | Net | |||||||
Carrying | American National | Accumulated | Carrying | |||||||||
Value | Acquisition | Amortization | Value | |||||||||
2024 |
| |
| |
| |
| | ||||
Goodwill | $ | 925,211 | $ | 288,842 | $ | — | $ | 1,214,053 | ||||
CDIs | 85,491 | 74,410 | (85,768) | 74,133 | ||||||||
Other amortizable intangibles |
| 3,977 | 10,277 | (3,824) | 10,430 | |||||||
The following table presents the Company’s goodwill and intangible assets by operating segment as of December 31, (dollars in thousands):
Wholesale Banking | Consumer Banking | Corporate Other | Total | |||||||||
2025 |
| |
| |
| | | |||||
Goodwill (1) | $ | 1,254,979 | $ | 478,308 | $ | — | $ | 1,733,287 | ||||
Intangible Assets (2) |
| 50,916 |
| 621 |
| 264,007 |
| 315,544 | ||||
2024 |
| |
| |
| |
| | ||||
Goodwill (3) | $ | 850,035 | $ | 364,018 | $ | — | $ | 1,214,053 | ||||
Intangible Assets (4) |
| 8,714 |
| 778 |
| 75,071 |
| 84,563 | ||||
(1) Wholesale Banking and Consumer Banking includes gross carrying values of $404.9 million and $114.3 million, respectively, related to goodwill from the Sandy Spring acquisition.
(2) Wholesale Banking and Corporate Other includes gross carrying values of $46 .3 million and $244.4 million, respectively, related to intangible assets from the Sandy Spring acquisition.
(3) Wholesale Banking and Consumer Banking includes gross carrying values of $210.8 million and $78.0 million, respectively, related to goodwill from the American National acquisition.
(4) Wholesale Banking and Corporate Other includes gross carrying values of $8.4 million and $76.3 million, respectively, related to intangible assets from the American National acquisition.
Amortization expense of intangibles for the years ended December 31, 2025, 2024, and 2023 totaled $59.7 million, $19.3 million, and $8.8 million, respectively.
As of December 31, 2025, the estimated remaining amortization expense of intangibles is as follows for the years ended (dollars in thousands):
2026 | $ | 60,282 | |
2027 | 50,407 | ||
2028 | 41,936 | ||
2029 | 35,235 | ||
2030 | 30,719 | ||
Thereafter | 96,965 | ||
Total estimated amortization expense | $ | 315,544 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 25, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.