Form 4: Sandy Spring Bancorp Director Kenneth C. Cook Reports Beneficial Ownership Changes Following Merger with Atlantic Union Bankshares

Director Kenneth C. Cook reports changes in beneficial ownership of Sandy Spring Bancorp stock due to the merger with Atlantic Union Bankshares, including the disposal of common stock and stock options.

Summary

• Kenneth C. Cook, a director of Sandy Spring Bancorp, Inc. (SASR), filed a Form 4 to report changes in beneficial ownership.
• The changes are a result of the merger between Sandy Spring and Atlantic Union Bankshares Corporation (AUB), which closed on April 1, 2025.
• As part of the merger agreement, Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity.
• Cook disposed of 958, 2,078, and 289,536.6161 shares of Sandy Spring common stock.
• He also disposed of stock options for 10,072 shares (exercise price $16.20, expiration 02/16/2026), 7,466 shares (exercise price $14.77, expiration 06/16/2025), and 35,784 shares (exercise price $14.77, expiration 05/19/2025).
• Each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of AUB common stock, and cash in lieu of fractional shares.
• The closing price of Sandy Spring's common stock on March 31, 2025, was $27.95 per share, while AUB's closing price was $31.14 per share.
• The stock options were canceled in the merger in exchange for a total of 18,983 shares of AUB common stock, valued at $31.14 per share on March 31, 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as it reflects the completion of a merger, which is generally viewed favorably by investors. The director's filing is a routine part of the process.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where smaller banks are merging to gain scale and improve efficiency in a competitive environment.

Comparison to Industry Standards

• Comparing the merger consideration to other recent bank mergers would provide context on whether the 0.900 share exchange ratio was favorable.
• Analyzing the premium paid relative to Sandy Spring's book value and tangible book value per share would be relevant.
• Comparing the combined entity's pro forma capital ratios and profitability metrics to peers like Truist, PNC, and M&T Bank would be useful.

Stakeholder Impact

• Shareholders of Sandy Spring received shares of Atlantic Union Bankshares, potentially impacting the value of their investment.
• Employees of both companies may experience changes in their roles and responsibilities due to the integration of the two organizations.
• Customers of both banks will be served by the combined entity, which may offer a broader range of products and services.

Key Dates

Keywords

Form 4, beneficial ownership, Sandy Spring Bancorp, Atlantic Union Bankshares, merger, stock options, Kenneth C. Cook, SASR, AUB