8-K: Atlantic Union Bankshares Completes Merger with Sandy Spring Bancorp

Atlantic Union Bankshares Corporation successfully merged with Sandy Spring Bancorp, Inc. on April 1, 2025, creating a larger financial institution.

Summary

• Sandy Spring Bancorp merged with Atlantic Union Bankshares Corporation on April 1, 2025.
• The merger was completed according to the Agreement and Plan of Merger dated October 21, 2024.
• Sandy Spring merged into Atlantic Union, with Atlantic Union continuing as the surviving corporation.
• Sandy Spring Bank merged into Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank.
• Each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of Atlantic Union common stock.
• Holders who would have received fractional shares received cash instead.
• Outstanding equity awards related to Sandy Spring common stock were either converted into Atlantic Union equity awards or cancelled and converted into the right to receive merger consideration.
• The total aggregate consideration payable in the Merger was approximately 42 million shares of Atlantic Union Common Stock.
• Sandy Spring common stock was delisted from the NASDAQ.
• Atlantic Union intends to file for deregistration of Sandy Spring common stock with the SEC.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which is generally viewed positively by investors as it can lead to increased market share and synergies. The sentiment is neutral to positive.

Positives

• The merger has been successfully completed.

Negatives

• Sandy Spring common stock is no longer listed on the NASDAQ.

Future Outlook

Atlantic Union, as successor to Sandy Spring, intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Sandy Spring Common Stock under Section 12(g) of the Exchange Act, and the corresponding immediate suspension of Sandy Springs reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to Sandy Spring as it no longer exists as a separate legal entity as a result of the Merger.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where institutions seek to achieve greater scale and efficiency.

Comparison to Industry Standards

• Comparing this merger to other recent bank mergers, the exchange ratio and total consideration appear to be within typical ranges for similar-sized institutions.
• For example, the merger of SunTrust and BB&T to form Truist Financial Corporation involved a similar stock-for-stock transaction aimed at creating a larger regional bank.
• Another comparable transaction is the merger of equals between Huntington Bancshares and TCF Financial, which also sought to expand market presence and improve operational efficiencies.

Management Changes

Stakeholder Impact

• Sandy Spring shareholders received Atlantic Union shares or cash.
• Sandy Spring employees may experience changes as a result of the merger.
• Customers of both banks will be served by the combined entity.

Next Steps

• Atlantic Union will file Form 15 with the SEC to deregister Sandy Spring Common Stock.
• Atlantic Union will cease filing periodic reports with respect to Sandy Spring.

Key Dates

Keywords

merger, acquisition, Atlantic Union Bankshares, Sandy Spring Bancorp, banking, finance