Form 4: Sandy Spring Bancorp EVP Gary John Fernandes Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Gary John Fernandes, EVP and Chief Human Resources Officer of Sandy Spring Bancorp, reports changes in beneficial ownership due to the merger with Atlantic Union Bankshares Corporation.

Summary

• Gary John Fernandes, an executive at Sandy Spring Bancorp, filed a Form 4 detailing changes in his beneficial ownership of the company's stock.
• These changes are a result of the merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation (AUB), which became effective on April 1, 2025.
• As part of the merger agreement, Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity.
• 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.
• Fernandes' holdings of Sandy Spring common stock, including shares underlying RSA awards, were converted accordingly.
• Restricted Stock Units (RSUs) were converted into time-based restricted stock units denominated in shares of AUB common stock based on the Exchange Ratio.
• Performance-based restricted stock units (PSUs) that had not been previously reported converted into time-vesting AUB restricted stock units pursuant to the terms of the Merger Agreement.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a merger. The sentiment is neutral to slightly positive as the merger is presented as a completed event, suggesting stability and a clear path forward.

Future Outlook

The document primarily reports on the completed merger transaction and its impact on the reporting person's stock holdings, with no specific forward-looking statements.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where smaller banks combine to achieve greater scale, efficiency, and market reach. This allows them to better compete with larger national and regional players and navigate the increasing regulatory and technological demands of the industry.

Comparison to Industry Standards

• Mergers between regional banks are common in the US banking sector as firms seek economies of scale and broader geographic reach.
• The exchange ratio of 0.900 shares of AUB for each share of SASR is within the typical range observed in similar bank mergers.
• Comparable transactions include the merger of equals between SunTrust and BB&T to form Truist Financial Corporation, which aimed to create a top-tier US financial institution.
• Another example is the acquisition of People's United Financial by M&T Bank, which expanded M&T's presence in the Northeast.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp received shares of Atlantic Union Bankshares Corporation as a result of the merger.
• Employees of Sandy Spring Bancorp may experience changes in their roles and responsibilities as the two companies integrate.
• Customers of both banks will eventually be served by a single, larger entity, potentially leading to changes in products, services, and branch locations.

Key Dates

Keywords

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