Business Context and Reporting Period
Company: UNION BANKSHARES INC
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2025
Event: Entry into a Material Definitive Agreement (Equity Distribution Agreement).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial figure disclosed relates to the proposed capital raise:
- Maximum Offering Size: Up to $40,000,000 in aggregate gross sale price of common stock.
- Agent Commission: 3% of the gross sales price of shares sold.
Material Changes
On May 20, 2025, Union Bankshares, Inc. and its subsidiary, Union Bank, entered into an Equity Distribution Agreement with Piper Sandler & Co. as the sales agent. This agreement establishes an "at-the-market" offering program allowing the Company to sell shares of its common stock (par value $2.00) over time. The Company retains the right to set sale parameters, including share quantity, timing, daily limits, and minimum price floors. The Company has no obligation to sell any shares and may suspend or terminate the offering at any time.
Guidance, Outlook, and Use of Proceeds
Use of Proceeds: Net proceeds from the offering (after commissions and expenses) are designated for general corporate purposes, specifically including:
- Contribution to the capital of Union Bank to support lending, investing, and banking activities.
- Repayment of indebtedness.
- Funding acquisition and other strategic initiatives permissible for bank holding companies.
Legal and Regulatory Status: Shares will be issued pursuant to a shelf registration statement on Form S-3 (Registration No. 333-285164) declared effective on March 18, 2025. Legal counsel Primmer Piper Eggleston & Cramer has issued an opinion on the validity of the shares.
Investor Verification Checklist
- Verify the current market price of Union Bankshares common stock to assess the potential dilution impact of a $40 million offering.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific termination clauses and indemnification terms.
- Confirm the Company's current debt levels to evaluate the likelihood of proceeds being used for debt repayment versus capital expansion.
- Monitor future filings for actual sales volumes and pricing under this "at-the-market" program.