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

Director Robert L. Orndorff reports the disposal of Sandy Spring Bancorp shares due to the merger with Atlantic Union Bankshares Corporation, where each share was converted into 0.900 shares of AUB common stock.

Summary

• Robert L. Orndorff, a director of Sandy Spring Bancorp, Inc. (SASR), reported changes in beneficial ownership following the merger with Atlantic Union Bankshares Corporation (AUB).
• The transactions occurred on April 1, 2025, as a result of the merger agreement dated October 21, 2024.
• Orndorff disposed of 11,663 shares of common stock directly owned.
• Additionally, 80,909 shares held in trust were disposed of.
• Another 2,078 shares were disposed of directly.
• The disposal was due to the conversion of SASR shares into AUB shares at a rate of 0.900 shares of AUB for each share of SASR.
• On March 31, 2025, the closing price of SASR was $27.95 per share, while AUB closed at $31.14 per share.

Sentiment

Score: 6

Explanation: Neutral sentiment as the document primarily reports a procedural transaction (share disposal) following a previously announced merger. No significant positive or negative implications are apparent.

Future Outlook

The merger between Sandy Spring Bancorp and Atlantic Union Bankshares is complete, with AUB continuing as the surviving entity.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where smaller banks combine to achieve greater scale and efficiency. This allows the combined entity to better compete with larger national and regional players.

Comparison to Industry Standards

• Mergers in the banking sector often aim for cost synergies and expanded market reach, similar to the Sandy Spring and Atlantic Union Bankshares deal.
• Comparable transactions include regional bank mergers that result in a larger, more competitive entity.
• The conversion ratio of 0.900 shares is a key metric in evaluating the fairness of the deal, which is typical in such mergers.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have their shares converted to Atlantic Union Bankshares shares.
• The merger may lead to changes in the combined company's operations, potentially affecting employees and customers.

Key Dates

Keywords

Sandy Spring Bancorp, Atlantic Union Bankshares, Merger, Director, Share Disposal, Beneficial Ownership, SASR, AUB