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

John D. Sadowski, EVP and Chief Information Officer of Sandy Spring Bancorp, reports changes in beneficial ownership of common stock and derivative securities following the merger with Atlantic Union Bankshares.

Summary

• John D. Sadowski, 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, each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of Atlantic Union Bankshares common stock.
• Sadowski disposed of 29,411.6257 shares of Sandy Spring common stock, 1,880 shares of common stock, 2,928 shares of common stock, 2,499 shares of common stock, 641 shares of common stock, 2,194 shares of common stock, 4,094 shares of common stock, and 3,386 shares of common stock.
• He also acquired 3,386 shares of Atlantic Union Bankshares common stock as a result of the conversion of performance-based restricted stock units (PSUs).
• Sandy Spring Restricted Stock Units were converted into time-based restricted stock units denominated in shares of AUB common stock based on the Exchange Ratio (rounded down to the nearest whole share) and remained subject to the same terms and conditions as applied immediately prior to the Effective Time.
• The closing price of Sandy Spring's common stock on March 31, 2025, was $27.95 per share, while the closing price of Atlantic Union Bankshares' common stock was $31.14 per share.

Sentiment

Score: 7

Explanation: The document reflects a completed merger, which is generally a positive event for the companies involved. The sentiment is neutral to slightly positive as it represents a strategic move.

Positives

• The merger provides Sadowski with shares in the combined entity, Atlantic Union Bankshares, potentially offering new opportunities.

Future Outlook

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

Industry Context

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

Comparison to Industry Standards

• Mergers in the banking sector often involve similar exchange ratios and conversions of equity awards.
• Comparable transactions include recent mergers among regional banks seeking to expand their market presence and service offerings.
• The conversion of restricted stock units and performance-based awards is a standard practice in such mergers to ensure continuity of employee incentives.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp received shares of Atlantic Union Bankshares 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 the combined entity.

Key Dates

Keywords

Sandy Spring Bancorp, Atlantic Union Bankshares, merger, beneficial ownership, Form 4, Sadowski, common stock, restricted stock units, PSUs, conversion ratio