Form 4: Sandy Spring Bancorp Executive Vice President Reports Share Conversion Following Merger with Atlantic Union Bankshares

Joseph J. O'Brien Jr., Executive Vice President of Sandy Spring Bancorp, reports the conversion of his shares and restricted stock units into Atlantic Union Bankshares Corporation stock following the merger between the two entities.

Summary

• Joseph J. O'Brien Jr., an Executive Vice President at Sandy Spring Bancorp, filed a Form 4 detailing changes in his beneficial ownership of securities.
• The filing reflects transactions occurring on April 1, 2025, related to the merger between Sandy Spring Bancorp and Atlantic Union Bankshares Corporation (AUB).
• O'Brien's holdings of Sandy Spring common stock and restricted stock units were converted into the right to receive 0.900 shares of AUB common stock for each Sandy Spring share, with cash paid in lieu of fractional shares.
• The conversion was executed according to the Agreement and Plan of Merger dated October 21, 2024.
• Performance-based restricted stock units (PSUs) that had not been previously reported were converted into time-vesting AUB restricted stock units.
• On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share, while AUB's common stock closed at $31.14 per share.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a previously announced merger. The sentiment is neutral as it primarily reports factual information about the transaction's impact on the reporting person's holdings.

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 often driven by the desire to achieve economies of scale, expand market reach, and enhance competitiveness. Mergers like this can reshape the competitive landscape and influence market dynamics.

Comparison to Industry Standards

• The exchange ratio of 0.900 shares of AUB for each share of Sandy Spring is a standard metric in merger transactions, reflecting the relative valuation of the two companies.
• Similar bank mergers, such as the merger of SunTrust and BB&T to form Truist, involved comparable stock-for-stock exchange ratios and integration processes.
• The conversion of restricted stock units into the acquiring company's stock is a common practice to ensure continuity of employee incentives post-merger.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have their shares converted into Atlantic Union Bankshares Corporation shares.
• Employees with restricted stock units see their awards converted into AUB-denominated units, maintaining their vesting schedules.

Key Dates

Keywords

Merger, Sandy Spring Bancorp, Atlantic Union Bankshares, Stock Conversion, Beneficial Ownership, Form 4, Securities, AUB, SASR, Executive Vice President, Joseph J. O'Brien Jr.