SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. We urge you to read carefully the joint proxy statement/prospectus and the other documents to which this joint proxy statement/prospectus refers to understand fully the merger and the other matters to be considered at the special meetings. See “Where You Can Find More Information” beginning on page [—]. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger (page [—])

Union and StellarOne are proposing a combination of our companies through a merger of StellarOne with and into Union, pursuant to the terms and conditions of the merger agreement. The parties expect to complete the merger in early January 2014. The merger agreement is attached to this joint proxy statement/prospectus as Appendix A. We encourage you to read the merger agreement because it is the legal document that governs the merger.

If the merger is completed, it is expected that StellarOne Bank, the wholly-owned bank subsidiary of StellarOne, will merge with and into Union First Market Bank, the wholly-owned bank subsidiary of Union, in May 2014, with Union First Market Bank being the surviving bank.

Consideration to be Received in the Merger by StellarOne Shareholders (page [—])

In the proposed merger, holders of StellarOne common stock will receive 0.9739 shares of Union common stock for each of their shares of StellarOne common stock outstanding on the effective date of the merger and cash in lieu of any fractional shares. The number of shares of Union common stock delivered for each share of StellarOne common stock in the merger is referred to as the “exchange ratio.” This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. Based on the closing sale price for Union common stock on the NASDAQ Global Select Market on June 7, 2013 ($20.02), the last trading day before public announcement of the merger, the 0.9739 exchange ratio represented approximately $19.50 in value for each share of StellarOne common stock or $445.1 million in the aggregate. Based on the closing sale price for Union common stock on the NASDAQ Global Select Market on [—], 2013, the last trading day before the date of this joint proxy statement/prospectus, the 0.9739 exchange ratio represented approximately $[—] in value for each share of StellarOne common stock or $[—] million in the aggregate. It is expected that existing holders of StellarOne common stock will own approximately 47% of Union’s outstanding common stock, on a fully diluted basis, after the merger.

Shares of Union common stock held by Union shareholders will remain unchanged in the merger. It is expected that existing holders of Union common stock will own approximately 53% of Union’s outstanding common stock, on a fully diluted basis, after the merger.

Treatment of StellarOne Stock Options and Restricted Stock Awards (page [—])

Stock Options. In the merger, all outstanding StellarOne stock options will vest (if not already vested) and will be converted into stock options of Union, exercisable for common stock of Union on the same terms and conditions (except as otherwise described herein) as were in effect immediately prior to the completion of the merger. The number of shares issuable under, and exercise prices for, those options will be adjusted based on the exchange ratio.

Restricted Stock Awards. In the merger, all outstanding StellarOne restricted stock awards which are unvested or contingent will be converted into Union restricted stock awards, with the same terms and conditions (except as otherwise described herein) as were in effect immediately prior to the completion of the merger, subject to any accelerated vesting as a result of the merger to the extent provided by the terms of the applicable plan or agreements under such plans. The number of shares subject to the restricted stock awards will be adjusted based on the exchange ratio.

Dividend Information (pages [—] and [—])

Union is currently paying a quarterly cash dividend on shares of its common stock at a rate of $0.14 per share, and has consistently paid a dividend on its common stock since the company was formed in 1993. Union has no current intention to change its dividend strategy of paying a quarterly cash dividend, but has and will continue to evaluate that decision based on a quarterly review of earnings, growth, capital and such other factors that the Union board of directors considers relevant to the dividend decision process. StellarOne currently pays a quarterly cash dividend on shares of its common stock at a rate of $0.10 per share.

Material U.S. Federal Income Tax Consequences (page [—])

The merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this document forms a part, LeClairRyan, A Professional Corporation has delivered to Union, and Troutman Sanders LLP has delivered to StellarOne, their respective opinions (Exhibits 8.1 and 8.2, respectively) to that effect. Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences” (page [—]), for U.S. federal income tax purposes, the merger generally will be tax-free to StellarOne shareholders as to the shares of Union common stock they receive in the merger. However, StellarOne shareholders may recognize gain or loss in connection with cash received instead of any fractional shares of Union common stock they would otherwise be entitled to receive. Additionally, it is a condition to StellarOne’s and Union’s obligations to complete the merger that they each receive a legal opinion that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368 of the Code. These opinions, however, will not bind the Internal Revenue Service, which could take a different view.

The tax consequences of the merger to you will depend on your own situation and the consequences described in this joint proxy statement/prospectus may not apply to you. StellarOne shareholders will also be required to file certain information with their federal income tax returns and to retain certain records with regard to the merger. In addition, you may be subject to state, local or foreign tax laws and consequences that are not addressed in this joint proxy statement/prospectus. You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the merger to you.

Union’s Board of Directors Unanimously Recommends that Union Shareholders Vote “FOR” the Union Merger Proposal and “FOR” the Other Proposals (page [—])

Union’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Union and its shareholders and has unanimously approved the merger agreement. The Union board of directors unanimously recommends that Union shareholders vote “FOR” the Union merger proposal, “FOR” the articles amendment proposal and “FOR” the Union adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the Union board, including, among others: (i) the compatibility of StellarOne’s business, operations and business culture with those of Union; (ii) the

complementary branch networks of Union and StellarOne and the fact that the merger will create a combined entity with branches across Virginia; (iii) Union’s and its financial advisors’ expectations and analyses of cost synergies, earnings accretion, tangible book value dilution and internal rate of return, among other metrics; (iv) Union’s belief that the merger will accelerate Union’s achievement of its financial performance goals; (v) the strong capital positions maintained by Union and StellarOne prior to the merger and the anticipated strong capital position for the combined entity following the merger; and (vi) the opinion of Keefe, Bruyette & Woods, Inc. (“KBW”) delivered to the Union board of directors on June 9, 2013 to the effect that, as of that date, and subject to and based on the various assumptions, considerations, qualifications and limitations set forth in the opinion, the exchange ratio in the merger agreement was fair, from a financial point of view, to Union. For additional discussion of the factors considered by Union’s board of directors in reaching its decision to approve the merger agreement, see “The Merger – Union’s Reasons for the Merger; Recommendation of Union’s Board of Directors.”

StellarOne’s Board of Directors Unanimously Recommends that StellarOne Shareholders Vote “FOR” the StellarOne Merger Proposal and “FOR” the Other Proposals (page [—])

StellarOne’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of StellarOne and its shareholders and has unanimously approved the merger agreement. The StellarOne board of directors unanimously recommends that StellarOne shareholders vote “FOR” the StellarOne merger proposal, “FOR” the compensation proposal and “FOR” the StellarOne adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the StellarOne board, including, among others: (i) the consistency of the merger with StellarOne’s long-term strategic vision to seek profitable future expansion, and provide the foundation for future expansion of its geographic footprint, leading to continued growth in overall shareholder value; (ii) the financial strength of Union based on Union’s historical revenues and revenue expectations over the near- and long-term; (iii) the value of Union’s common stock consideration being offered to StellarOne shareholders in relation to the market value, tangible book value per share, earnings per share and projected earnings per share of StellarOne and Union; (iv) the form and amount of the merger consideration, including the tax effects of stock consideration compared to cash consideration; (v) the fact that the merger consideration represented more than a 20% premium to the closing price of StellarOne common stock on June 7, 2013 (the business day prior to the news report of a potential transaction), 19.2x LTM core earnings per share and 1.42 times the March 31, 2013 tangible book value per share of StellarOne common stock; (vi) the fact that the merger would combine two established banking franchises to create a uniquely positioned, Virginia based bank with over $7.0 billion in assets; and (vii) the oral opinion of Raymond James & Associates, Inc. (“Raymond James”) rendered to the StellarOne board of directors on June 9, 2013 (which was subsequently confirmed in writing by delivery of Raymond James’ written opinion dated June 9, 2013) with respect to the fairness of the exchange ratio in the merger pursuant to the merger agreement, from a financial point of view, to the holders of StellarOne common stock. For additional discussion of the factors considered by StellarOne’s board of directors in reaching its decision to approve the merger agreement, see “The Merger – StellarOne’s Reasons for the Merger; Recommendation of StellarOne’s Board of Directors.”

Opinion of Union’s Financial Advisor (page [—])

Union engaged the firm of Keefe, Bruyette & Woods, Inc. to review the proposed merger and provide a fairness opinion. KBW has given its opinion to the Union board of directors that, as of June 9, 2013, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to Union. A copy of the fairness opinion, setting forth the information reviewed, assumptions made and matters considered by KBW, is attached to this joint proxy statement/prospectus as Appendix B. We encourage you to read carefully the entire opinion of KBW. The opinion of KBW has not been updated prior to the date of this joint proxy statement/prospectus and does not reflect any change in circumstances after June 9, 2013.

KBW’s opinion as to the fairness, from a financial point of view, of the exchange ratio to Union was provided to the Union board of directors in connection with its evaluation of the exchange ratio from a financial point of view, does not address any other aspect of the merger and does not constitute a recommendation to any Union shareholder as to how to vote or act with respect to the merger.

Opinion of StellarOne’s Financial Advisor (page [—])

At the June 9, 2013 meeting of the StellarOne board of directors, Raymond James rendered its oral opinion to the StellarOne board of directors, which was subsequently confirmed by delivery of its written opinion dated June 9, 2013 to the StellarOne board of directors, as of such date and based upon and subject to, assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion that the exchange ratio in the merger pursuant to the merger agreement is fair, from a financial point of view, to the holders of StellarOne common stock.

The full text of the written opinion of Raymond James, dated June 9, 2013, which sets forth, among other things, the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion, is attached as Appendix C to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to StellarOne or StellarOne’s underlying business decision to effect the merger or any related transaction. The opinion does not constitute a recommendation to the StellarOne board of directors or any shareholder of StellarOne as to how the StellarOne board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter. See “The Merger – Opinion of StellarOne’s Financial Advisor” beginning on page [—].

The Parties to the Merger (pages [—] and [—])

Union First Market Bankshares Corporation

Union First Market Bankshares Corporation is a bank holding company headquartered in Richmond, Virginia providing financial services through its community bank subsidiary, Union First Market Bank, and its three nonbank financial services affiliates, Union Investment Services, Inc., a full service discount brokerage company, Union Mortgage Group, Inc., a full service mortgage lender, and Union Insurance Group, LLC, a full service provider of insurance products and financial planning. Union First Market Bank currently operates 90 banking offices in its market area, which stretches from Rappahannock County to Fredericksburg and north to Fairfax, south to Richmond, east to Williamsburg, west to Charlottesville and throughout the Northern Neck area of Virginia. As of June 30, 2013, Union had total consolidated assets of approximately $4.1 billion, total consolidated loans, net of unearned income, of approximately $3.0 billion, total consolidated deposits through its bank subsidiary of approximately $3.3 billion and consolidated stockholders’ equity of approximately $428.4 million.

The principal executive offices of Union are located at 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, and its telephone number is (804) 633-5031. Union’s website can be accessed at http://www.bankatunion.com. Information contained in Union’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. Union’s common stock is traded on the NASDAQ Global Select Market under the symbol “UBSH.” Additional information about Union is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

StellarOne Corporation

StellarOne Corporation is a bank holding company headquartered in Charlottesville, Virginia providing financial services through its community bank subsidiary, StellarOne Bank. StellarOne Bank currently operates 56 full-service financial centers serving the New River Valley, Roanoke Valley, Shenandoah Valley, Richmond, Tidewater and central and north central markets of Virginia. StellarOne provides a complete line of banking services to individuals and businesses and also provides trust and wealth management services. As of June 30, 2013, StellarOne had total consolidated assets of approximately $3.0 billion, total consolidated loans, net of unearned income, of approximately $2.2 billion, total consolidated deposits through its bank subsidiary of approximately $2.5 billion and consolidated stockholders’ equity of approximately $426.3 million.

The principal executive offices of StellarOne are located at 590 Peter Jefferson Parkway, Suite 250, Charlottesville, Virginia 22911, and its telephone number is (434) 964-2211. StellarOne’s website can be accessed at http://www.stellarone.com. Information contained in StellarOne’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. StellarOne’s common stock is traded on the NASDAQ Global Select Market under the symbol “STEL.” Additional information about StellarOne is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Regulatory Approvals (page [—])

Union and StellarOne cannot complete the merger without prior approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Virginia State Corporation Commission (the “Virginia SCC”). On September 30, 2013, the Federal Reserve approved the application filed by Union in connection with the merger and on October 8, 2013, Union received approval of its Virginia SCC application. Accordingly, all regulatory approvals required for the merger have been obtained. Further, as of the date of this joint proxy statement/prospectus, Union and StellarOne have not received any communication from any of the regulatory agencies indicating that the required approvals do not remain in effect.

Conditions to Completion of the Merger (page [—])

Union’s and StellarOne’s respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, including the following:

Where the merger agreement and/or law permits, Union and StellarOne could choose to waive a condition to its obligation to complete the merger even if that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or that the merger will be completed.

Timing of the Merger (page [—])

Union and StellarOne expect to complete the merger after all conditions to the merger in the merger agreement are satisfied or waived, including after shareholder approvals are received at the respective special meetings of Union and StellarOne and the continuation of all required regulatory approvals. We currently expect to complete the merger in early January 2014. However, it is possible that factors outside of either party’s control could require us to complete the merger at a later time or not to complete it at all.

Interests of Certain StellarOne Directors and Executive Officers in the Merger (page [—])

Some of the directors and executive officers of StellarOne have interests in the merger that differ from, or are in addition to, their interests as shareholders of StellarOne. These interests exist because of, among other things, employment, change in control or severance agreements that the officers entered into with StellarOne, rights that these officers and directors have under StellarOne’s benefit plans including equity plans (i.e., the acceleration of vesting of restricted stock awards) and deferred compensation plans, arrangements to continue as employees and directors of Union following the merger and Union First Market Bank following the subsidiary bank merger (including potential arrangements), and rights to indemnification and directors’ and officers’ liability insurance following the merger. These interests include:

The members of the StellarOne board of directors knew about these additional interests and considered them when they approved the merger agreement and the merger. See “The Merger – Interests of Certain StellarOne Directors and Executive Officers in the Merger” on page [—].

No Solicitation (page [—])

Union and StellarOne have agreed that each party will not directly or indirectly:

The merger agreement does not, however, prohibit Union or StellarOne from considering an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met.

Termination of the Merger Agreement (page [—])

The merger agreement may be terminated, and the merger abandoned, by Union and StellarOne at any time before the merger is completed if the boards of directors of both parties vote to do so. In addition, the merger agreement may be terminated, and the merger abandoned, under the following circumstances:

Termination Fee and Expenses (pages [—] and [—])

Union or StellarOne must pay the other a termination fee of $21.8 million if the merger agreement is terminated by either party under certain specified circumstances. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/prospectus. See “The Merger Agreement – Termination Fee” on page [—] and in Article 7 of the merger agreement.

In general, whether or not the merger is completed, Union and StellarOne will each pay its respective expenses incident to preparing, entering into and carrying out the terms of the merger agreement. The parties will share the costs of printing this joint proxy statement/prospectus and all filing fees paid to the SEC and other governmental authorities.

Amendment to Union Articles of Incorporation (page [—])

In order to have a sufficient number of authorized shares of common stock to issue to former StellarOne shareholders upon completion of the merger, and for other corporate reasons, the Union board of directors has approved an amendment to Union’s articles of incorporation to increase the number of authorized shares of common stock from 36,000,000 to 100,000,000 shares. If the shareholders of either Union or StellarOne do not approve the Union merger proposal or the StellarOne merger proposal, respectively, Union will not amend its articles of incorporation, even if Union shareholders approve the articles amendment proposal. The form of the amendment to Union’s articles of incorporation increasing the number of authorized shares of common stock is attached as Appendix D this joint proxy statement/prospectus.

Amendment to Union Bylaws (page [—])

In connection with entering into the merger agreement and to facilitate the addition of certain StellarOne directors to the Union board of directors at the time of the merger, Union has agreed to amend its bylaws prior to the merger so that the number of directors that will comprise the full Union board is to be fixed at such number, not to exceed 19 directors, consisting of (i) not more than 11 current Union directors designated by Union, including the current chief executive officer of Union (the “Union Directors”), and (ii) eight current StellarOne directors to be designated prior to the effective date of the merger by StellarOne, subject to the consent of Union which shall not be unreasonably withheld (the “StellarOne Directors”). The Union Directors and StellarOne Directors will be split as equally as possible among the three classes of directors to serve staggered terms. Until the third anniversary of the merger, all vacancies on the Union board created by the cessation of service of a Union Director must be filled by a nominee proposed to the nominating committee of the Union board by a majority of the remaining Union Directors, and all vacancies on the Union board created by the cessation of service of a StellarOne Director shall be filled by a nominee proposed to the nominating committee of the Union board by a majority of the remaining StellarOne Directors. Such bylaw provision may not be modified, amended or repealed other than by the affirmative vote of all StellarOne Directors during such three-year period.

The merger agreement also requires Union to amend its bylaws prior to the merger to provide that, until the third anniversary of the merger, Dr. Raymond D. Smoot, Jr., current chairman of StellarOne’s board of directors, will serve as chairman of Union’s board of directors and as a member of its executive committee. During such three-year period, the removal of Dr. Smoot, or the failure to appoint or re-elect Dr. Smoot as chairman of the Union board, and any determination not to nominate Dr. Smoot as director of Union, will require the affirmative vote of at least 75% of the full Union board of directors. Any modification, amendment or repeal of such bylaw provision may only be adopted by the affirmative vote of at least 75% of the full Union board.

The forms of the above-described bylaw amendments are set forth in their entirety in Exhibit 1.4(b) to the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A.

The Union Special Meeting (page [—])

The Union special meeting will be held on [—], 2013 at [—]:[—][—].m. local time, at Union’s Operations Center, located at 24010 Partnership Boulevard, Ruther Glen, Virginia.

At the special meeting, the shareholders of Union will be asked to vote on the following matters:

The StellarOne Special Meeting (page [—])

The StellarOne special meeting will be held on [—], 2013 at [—]:[—][—].m. local time, at [the Doubletree Hotel, located at 990 Hilton Heights Road,] Charlottesville, Virginia.

At the special meeting, the shareholders of StellarOne will be asked to vote on the following matters:

Record Date and Votes Required – Union Special Meeting (pages [—] and [—])

You can vote at the Union special meeting of shareholders if you owned Union common stock at the close of business on [—], 2013. On that date, Union had [—] shares of common stock outstanding and entitled to vote. For each proposal presented at the Union special meeting, a shareholder can cast one vote for each share of Union common stock owned on the record date.

The votes required to approve the proposals at the Union special meeting are as follows:

Record Date and Votes Required – StellarOne Special Meeting (pages [—] and [—])

You can vote at the StellarOne special meeting of shareholders if you owned StellarOne common stock at the close of business on [—], 2013. On that date, StellarOne had [—] shares of common stock outstanding and entitled to vote. For each proposal presented at the StellarOne special meeting, a shareholder can cast one vote for each share of StellarOne common stock owned on the record date.

The votes required to approve the proposals at the StellarOne special meeting are as follows:

Affiliate Agreements and Voting by Union and StellarOne Directors and Executive Officers (page [—])

Each of Union’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all of his or her shares of Union common stock in favor of the Union merger proposal

and the articles amendment proposal. As of [—], 2013, the record date for the Union special meeting, directors and executive officers of Union and their affiliates owned and are entitled to vote [—] shares of Union common stock, or approximately [—]% of the total voting power of the shares of Union common stock outstanding on that date, of which [—] shares or [—]% of the total voting power of the shares of Union common stock outstanding on that date are subject to an affiliate agreement.

Each of StellarOne’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all of his or her shares of StellarOne common stock in favor of the StellarOne merger proposal. As of [—], 2013, the record date for the StellarOne special meeting, directors and executive officers of StellarOne and their affiliates owned and are entitled to vote [—] shares of StellarOne common stock, or approximately [—]% of the total voting power of the shares of StellarOne common stock outstanding on that date, of which [—] shares or [—]% of the total voting power of the shares of StellarOne common stock outstanding on that date are subject to an affiliate agreement.

No Appraisal or Dissenters’ Rights (page [—])

Under Virginia law, the shareholders of Union and StellarOne are not entitled to appraisal or dissenters’ rights in connection with the merger.

Shareholders of Union and StellarOne Have Different Rights (page [—])

Union and StellarOne are Virginia corporations governed by the Virginia Stock Corporation Act (the “Virginia SCA”). In addition, the rights of Union and StellarOne shareholders are governed by their respective articles of incorporation and bylaws. Upon completion of the merger, StellarOne shareholders will become shareholders of Union, and as such their shareholder rights will then be governed by the articles of incorporation and bylaws of Union, each as amended, and by the Virginia SCA. The rights of shareholders of Union differ in certain respects from the rights of shareholders of StellarOne.

The Merger Will Be Accounted for Under the Acquisition Method of Accounting (page [—])

Union will use the acquisition method of accounting to account for the merger.

Treasury Warrant (page [—])

Notwithstanding the terms of the merger agreement, it is the present intention of Union, either alone or together with StellarOne, to repurchase the warrant to purchase 302,623 shares of StellarOne common stock (“Treasury Warrant”) that was issued to the United States Department of the Treasury (the “Treasury”) on December 19, 2008 in connection with StellarOne’s participation in the Capital Purchase Program of Treasury’s Troubled Asset Relief Program. Such repurchase would occur on or about the effective date of the merger for a purchase price subject to final negotiation with the Treasury. If the Treasury Warrant has not been repurchased at the time of the merger, it will be converted into a warrant to purchase shares of Union common stock in an amount and at an exercise price determined in accordance with the terms of the Treasury Warrant.

Listing of Union Common Stock (page [—])

Union will list the shares of common stock to be issued in the merger on the NASDAQ Global Select Market.

Market Prices and Share Information (page [—])

Union’s common stock is listed on the NASDAQ Global Select Market under the symbol “UBSH” and StellarOne’s common stock is listed on the NASDAQ Global Select Market under the symbol “STEL.” The following table sets forth the closing sale prices per share of Union common stock and StellarOne common stock as reported on the NASDAQ Global Select Market on June 7, 2013, the last trading day before we announced the signing of the merger agreement, and on [—], 2013, the last trading day before the date of this joint proxy statement/prospectus.

Union cannot assure StellarOne shareholders that its stock price will continue to trade at or above the prices shown in the table above. You should obtain current stock price quotations for Union common stock and StellarOne common stock from a newspaper, via the Internet or by calling your broker.

Litigation Relating to the Merger (page [—])

On June 14, 2013, Jaclyn Crescente, individually and purportedly on behalf of all other StellarOne shareholders, filed a class action complaint against StellarOne, its current directors, StellarOne Bank (the “StellarOne Defendants”) and Union, in the U.S. District Court for the Western District of Virginia, Charlottesville Division (Case No. 3:13-cv-00021-NKM). The complaint alleges that the StellarOne directors breached their fiduciary duties by approving the merger with Union, and that Union aided and abetted in such breaches of duty. The complaint seeks, among other things, an order enjoining the defendants from proceeding with or consummating the merger, as well as other equitable relief and/or money damages in the event that the transaction is completed. On July 26, 2013, the StellarOne Defendants and Union filed separate motions to dismiss the complaint. StellarOne and Union believe that the claims are without merit. See “The Merger – Litigation Relating to the Merger.”

Risk Factors (page [—])

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in the joint proxy statement/prospectus. In particular, you should consider the factors under “Risk Factors.”