Form 4: Sandy Spring Bancorp EVP Charles Cullum Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Following the merger of Sandy Spring Bancorp with Atlantic Union Bankshares, EVP and CFO Charles Cullum reports adjustments to his securities holdings, including the conversion of Sandy Spring stock and restricted stock units into Atlantic Union Bankshares equivalents.

Summary

• Charles S. Cullum, EVP and Chief Financial Officer of Sandy Spring Bancorp, filed a Form 4 detailing changes in his beneficial ownership of securities.
• These changes are a result of the merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation, which was completed on April 1, 2025.
• As part of the merger agreement, Sandy Spring common stock was converted into the right to receive 0.900 shares of Atlantic Union Bankshares common stock.
• Cullum's Sandy Spring Restricted Stock Units (RSUs) were converted into time-based restricted stock units denominated in shares of Atlantic Union Bankshares common stock.
• Performance-based restricted stock units (PSUs) that had not been previously reported were converted into time-vesting Atlantic Union Bankshares restricted stock units.
• The PSUs were originally granted on March 12, 2025, under the Sandy Spring Bancorp, Inc. 2024 Equity Plan.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing detailing the impact of a previously announced merger. While the merger itself may have strategic implications, the filing is factual and doesn't convey strong positive or negative sentiment. The score reflects the neutral nature of the disclosure.

Future Outlook

The document primarily reports on the completed merger and its impact on the reporting person's securities holdings, offering no forward-looking statements.

Industry Context

This announcement reflects the completion of a merger in the banking sector, a trend often driven by the desire to achieve economies of scale, expand market reach, or diversify services. Mergers like this can reshape the competitive landscape and influence the strategies of other players in the industry.

Comparison to Industry Standards

• Mergers between regional banks are common, with deal terms often involving a stock-for-stock exchange similar to the 0.900 share exchange ratio in this deal.
• Comparable transactions include the merger of equals between BB&T and SunTrust to form Truist Financial Corporation, which aimed to create a larger, more competitive institution.
• The conversion of restricted stock units and performance-based awards into the acquiring company's equity is a standard practice in mergers to align the interests of key employees with the combined entity.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have their shares converted into Atlantic Union Bankshares shares.
• Employees with stock-based compensation have their awards adjusted to reflect the new combined entity.
• The merger could lead to changes in services or operations affecting customers and suppliers.

Key Dates

Keywords

Form 4, beneficial ownership, Sandy Spring Bancorp, Atlantic Union Bankshares, merger, securities, restricted stock units, common stock, Cullum, SASR, AUB