Form 4: Sandy Spring Bancorp Director Little Reports Disposal of Shares Following Merger with Atlantic Union Bankshares

Director Pamela A. Little reports the disposal of Sandy Spring Bancorp shares due to the merger with Atlantic Union Bankshares Corporation, where shares were converted into Atlantic Union Bankshares stock.

Summary

• Pamela A. Little, a director of Sandy Spring Bancorp, Inc. (SASR), reported changes in beneficial ownership of SASR stock on April 1, 2025.
• These changes are a result of the merger between Sandy Spring and Atlantic Union Bankshares Corporation (AUB), which was completed according to the agreement dated October 21, 2024.
• As part of the merger, each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of AUB common stock, with cash paid in lieu of fractional shares.
• Little disposed of 32,047.597 shares of common stock and 2,078 shares of common stock underlying SASR RSU Awards.
• The transaction price is listed as $0, reflecting the conversion rather than a sale.
• 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: 6

Explanation: Neutral sentiment as the document primarily reports a procedural outcome of a previously announced merger. No specific positive or negative implications are highlighted.

Future Outlook

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

Industry Context

This announcement reflects ongoing consolidation trends within the banking industry, where smaller institutions merge with larger entities to achieve economies of scale and expand market reach. The merger allows Atlantic Union Bankshares to increase its presence and compete more effectively with larger regional and national banks.

Comparison to Industry Standards

• Mergers in the banking sector often involve a stock conversion ratio, similar to the 0.900 shares of AUB for each SASR share.
• Comparable transactions, such as the merger of SunTrust and BB&T to form Truist, also involved stock-for-stock exchanges.
• The success of such mergers depends on the effective integration of operations and the realization of cost synergies, which are typical benchmarks for evaluating the performance of merged entities.

Stakeholder Impact

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

Key Dates

Keywords

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