Form 4: Sandy Spring Bancorp EVP, Susan Lynne Pulford, Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares Corporation

Susan Lynne Pulford, EVP of Consumer Banking at Sandy Spring Bancorp, reports changes in beneficial ownership due to the merger with Atlantic Union Bankshares Corporation, including the conversion of Sandy Spring stock and restricted stock units into Atlantic Union stock.

Summary

• Susan Lynne Pulford, EVP of Consumer Banking at 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 (AUB), 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 AUB common stock.
• Pulford's Sandy Spring Restricted Stock Units (RSAs) were also converted into time-based restricted stock units denominated in shares of AUB common stock.
• Performance-based restricted stock units (PSUs) that had not been previously reported 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 AUB's closing price was $31.14 per share.

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 as expected.

Positives

• The merger provides Sandy Spring Bancorp shareholders with shares in a larger entity, Atlantic Union Bankshares Corporation.

Future Outlook

The merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation is complete, and the combined entity will operate under the Atlantic Union Bankshares Corporation name.

Industry Context

The banking industry is experiencing consolidation through mergers and acquisitions, as institutions seek to increase scale, improve efficiency, and expand their market presence. This merger reflects that trend.

Comparison to Industry Standards

• Comparing the merger to other bank mergers, the exchange ratio of 0.900 shares of AUB for each share of SASR is within the typical range for similar transactions.
• For example, when comparing to the merger of equals between SunTrust and BB&T to form Truist, the exchange ratio was 1.295 shares of BB&T for each share of SunTrust.
• The conversion of restricted stock units into the acquiring company's stock is a standard practice in mergers to ensure continuity of employee incentives.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp now hold shares in Atlantic Union Bankshares Corporation.
• Employees of Sandy Spring Bancorp may experience changes as a result of the merger.

Key Dates

Keywords

Sandy Spring Bancorp, Atlantic Union Bankshares Corporation, merger, beneficial ownership, Form 4, SASR, AUB, restricted stock units, PSUs, Susan Lynne Pulford