Form 4: Sandy Spring Bancorp EVP, Gen'l Counsel & Secretary Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Aaron Michael Kaslow, EVP, Gen'l Counsel & Secretary of Sandy Spring Bancorp, reports changes in beneficial ownership of common stock and derivative securities following the merger with Atlantic Union Bankshares Corporation.

Summary

• Aaron Michael Kaslow, an executive at Sandy Spring Bancorp, filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
• These changes are a result of the merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation, which became effective 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 Corporation (AUB) common stock.
• The reporting person disposed of 23,042.3349 shares of Sandy Spring common stock, 4,591.1883 shares of Sandy Spring common stock, 2,606 shares of Sandy Spring common stock, 3,469 shares of Sandy Spring common stock, 4,063 shares of Sandy Spring common stock, 698 shares of Sandy Spring common stock, 3,133 shares of Sandy Spring common stock and 5,844 shares of Sandy Spring common stock.
• Restricted stock units were converted into time-based restricted stock units denominated in AUB shares.
• Performance-based restricted stock units (PSUs) were converted into time-vesting AUB restricted stock units.
• The reporting person acquired 4,660 shares of common stock and disposed of 4,660 shares of common stock.

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 has been completed.

Future Outlook

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

Industry Context

This filing reflects the completion of a merger in the banking sector, a trend driven by the desire for increased scale, efficiency, and market reach. Mergers like this can create larger, more competitive regional banks.

Comparison to Industry Standards

• The exchange ratio of 0.900 shares of AUB for each share of SASR is within the typical range observed in bank mergers of similar size and profile.
• Comparable transactions include the merger of equals between SunTrust and BB&T to form Truist, where the exchange ratio and premium paid were key factors in evaluating the deal's fairness.
• The conversion of restricted stock units and PSUs into AUB equivalents is a standard practice in mergers to ensure continuity of employee incentives.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have received shares of Atlantic Union Bankshares Corporation as a result of the merger.
• Employees with restricted stock units and PSUs will now hold equivalent units in Atlantic Union Bankshares Corporation.
• The merger is expected to create a larger, more competitive banking institution, potentially benefiting customers through expanded services and resources.

Key Dates

Keywords

Form 4, Beneficial Ownership, Sandy Spring Bancorp, Atlantic Union Bankshares, Merger, SASR, AUB, Kaslow, Securities, Common Stock, Restricted Stock Units, PSUs