Form 4: Sandy Spring Bancorp EVP Ronda M. McDowell Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Following the merger between Sandy Spring Bancorp and Atlantic Union Bankshares, EVP Ronda M. McDowell reports adjustments to her securities holdings, including the conversion of Sandy Spring stock and restricted stock units into Atlantic Union Bankshares equivalents.

Summary

• Ronda M. McDowell, EVP and Chief Operations Officer of Sandy Spring Bancorp, filed a Form 4 detailing changes in her beneficial ownership of securities.
• The changes are a result of the merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation, which closed 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.
• McDowell's holdings of Sandy Spring common stock, totaling 24,299.2008 shares, were disposed of.
• 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) were converted into time-vesting AUB restricted stock units.
• The closing price of Sandy Spring's common stock on March 31, 2025, was $27.95 per share, while Atlantic Union Bankshares' common stock closed at $31.14 per share.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing detailing the impact of a merger on an executive's stock holdings. The sentiment is neutral to slightly positive, as the merger has been completed as planned.

Future Outlook

The document primarily reports on the completed merger transaction and its impact on the reporting person's securities holdings, rather than providing forward-looking statements.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where companies seek to achieve greater scale and efficiency through mergers and acquisitions.

Comparison to Industry Standards

• The conversion of stock and equity awards in this merger is a standard practice in similar transactions.
• The exchange ratio of 0.900 shares of AUB for each share of SASR is within the typical range observed in bank mergers of this size.
• Comparable transactions include recent mergers among regional banks, where similar exchange ratios and conversion terms were applied to outstanding equity awards.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have had their shares converted into Atlantic Union Bankshares shares.
• Employees with stock options or restricted stock units have had their awards adjusted to reflect the merger terms.
• 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, Ronda M. McDowell, Securities, Restricted Stock Units, Performance Stock Units