Form 4: Sandy Spring Bancorp Director Craig A. Ruppert Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Director Craig A. Ruppert reports the disposal of Sandy Spring Bancorp shares following the merger with Atlantic Union Bankshares, where each share was converted into 0.900 shares of AUB common stock.

Summary

• Craig A. Ruppert, a director of Sandy Spring Bancorp, Inc. (SASR), filed a Form 4 to report changes in beneficial ownership.
• The report is related to the merger between Sandy Spring and Atlantic Union Bankshares Corporation (AUB), which was completed on April 1, 2025.
• As a result of the merger, each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of AUB common stock.
• Ruppert disposed of 114,130.595 shares held in a revocable trust, 31,312.9454 directly held shares and 2,078 directly held shares of Sandy Spring common stock.
• The transaction price is listed as $0, reflecting the conversion of shares rather than a sale.
• Following the reported transactions, Ruppert's beneficial ownership of Sandy Spring common stock has changed.
• The merger agreement was dated October 21, 2024.
• On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share, and the closing price of AUB's common stock was $31.14 per share.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the merger is a completed event, and the filing is a routine disclosure. The conversion ratio and market prices provide factual information.

Positives

• The merger provides liquidity for Sandy Spring shareholders, allowing them to exchange their shares for shares of the combined entity, Atlantic Union Bankshares.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger.

Industry Context

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

Comparison to Industry Standards

• Bank mergers are common in the financial industry as institutions seek to expand their market presence and improve operational efficiencies.
• The conversion ratio of 0.900 shares of AUB for each SASR share is a key metric for evaluating the fairness of the deal to Sandy Spring shareholders.
• Comparable transactions would include other regional bank mergers, such as the merger of equals between SunTrust and BB&T to form Truist Financial Corporation.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp received shares of Atlantic Union Bankshares as a result of the merger.
• Employees of both banks may experience changes as the companies integrate their operations.

Key Dates

Keywords

Merger, Beneficial Ownership, Form 4, Sandy Spring Bancorp, Atlantic Union Bankshares, SASR, AUB, Ruppert, Director