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

Kevin Slane, EVP and Chief Risk Officer of Sandy Spring Bancorp, reports changes in beneficial ownership due to the merger with Atlantic Union Bankshares, including the conversion and disposal of Sandy Spring common stock and restricted stock units.

Summary

• Kevin Slane, EVP and Chief Risk 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 closed on April 1, 2025.
• Slane disposed of 19,866.9653 shares of Sandy Spring common stock, 4,397.236 shares, 2,238 shares, 2,970 shares, 3,479 shares, 711 shares, 2,699 shares and 5,036 shares of Sandy Spring common stock.
• These shares were converted into the right to receive 0.900 shares of Atlantic Union Bankshares common stock per share of Sandy Spring, plus cash in lieu of fractional shares.
• Slane also disposed of 4,030 shares of common stock and acquired 4,030 shares of common stock.
• Restricted stock units 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 were converted into time-vesting AUB 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 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 reshape the competitive landscape and offer opportunities for cost synergies and revenue growth.

Comparison to Industry Standards

• The exchange ratio of 0.900 shares of AUB for each share of SASR is a key metric in evaluating the fairness of the deal compared to other bank mergers.
• Comparable transactions would include recent mergers of regional banks with similar asset sizes and market footprints.
• 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 received shares of Atlantic Union Bankshares as part of the merger.
• Employees of Sandy Spring Bancorp may experience changes as a result of the integration with Atlantic Union Bankshares.
• Customers of both banks will be served by the combined entity.

Key Dates

Keywords

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