Form 4: Sandy Spring Bancorp President & CEO Daniel J. Schrider Reports Changes in Beneficial Ownership Following Merger with Atlantic Union Bankshares

Daniel J. Schrider, President & CEO of Sandy Spring Bancorp, reports changes in beneficial ownership of company stock following the merger with Atlantic Union Bankshares, including the conversion and disposal of shares and restricted stock units.

Summary

• Daniel J. Schrider, President & CEO of Sandy Spring Bancorp, filed a Form 4 detailing changes in his beneficial ownership of the company's stock.
• These 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 merged with and into AUB, with AUB continuing as the surviving entity.
• Schrider disposed of 135,864.465 shares of common stock, 7,726.6525 shares of common stock, 8,680 shares of common stock, 10,497 shares of common stock, 10,614 shares of common stock, 3,014 shares of common stock, 9,217 shares of common stock and 19,105 shares of common stock.
• Each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of AUB common stock.
• 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.
• Performance-based restricted stock units (PSUs) converted into time-vesting AUB restricted stock units pursuant to the terms of the Merger Agreement.
• The PSUs were originally granted on March 12, 2025 under the Sandy Spring Bancorp, Inc. 2024 Equity Plan.
• Schrider acquired 15,625 shares of common stock and disposed of 15,625 shares of common stock.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a previously announced 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 announcement reflects the ongoing consolidation trend within the banking industry, where smaller institutions merge with larger ones to achieve economies of scale and expand their market presence. The merger between Sandy Spring and Atlantic Union Bankshares is an example of this trend.

Comparison to Industry Standards

• Mergers between regional banks are common, with exchange ratios and deal terms varying based on the relative size and financial health of the institutions involved.
• The 0.900 exchange ratio appears within the typical range for bank mergers of this type.
• Comparable transactions include recent mergers among regional banks in the US, such as the merger of People's United Financial into M&T Bank, where similar stock-based considerations were used.

Stakeholder Impact

• Shareholders of Sandy Spring Bancorp have their shares converted to Atlantic Union Bankshares shares.
• Executives like Daniel J. Schrider experience changes in their stock holdings as a result of the merger.

Key Dates

Keywords

Sandy Spring Bancorp, Atlantic Union Bankshares, Merger, Beneficial Ownership, Form 4, Stock Conversion, Restricted Stock Units, SASR, AUB, Daniel J. Schrider