8-K
filed April 1, 2025, 7:59 PM ET
CIK 0000824410
M&A
confidence high
sentiment neutral
materiality 0.75
SANDY SPRING BANCORP INC: M&A transaction — Sandy Spring Bancorp merges into Atlantic Union Bankshares; shareholders receive 0.900 AUB shares per SASR share
SANDY SPRING BANCORP INC
- Merger effective April 1, 2025; each Sandy Spring share converted into 0.900 shares of Atlantic Union common stock.
- Total aggregate consideration approximately 42 million shares of Atlantic Union common stock.
- Sandy Spring directors and officers ceased; Schrider, Stephenson, and Micklem appointed to Atlantic Union board.
- Sandy Spring common stock delisted from Nasdaq; deregistration to follow.
- Outstanding equity awards converted or assumed based on exchange ratio and vesting terms.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Schrider departed as Director at SANDY SPRING BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, and pursuant to the terms of the Merger Agreement, Sandy Spring’s directors and executive officers ceased serving as directors and executive officers of Sandy Spring.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark C. Micklem departed as Director at SANDY SPRING BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, and pursuant to the terms of the Merger Agreement, Sandy Spring’s directors and executive officers ceased serving as directors and executive officers of Sandy Spring.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mona Abutaleb Stephenson departed as Director at SANDY SPRING BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
As of the Effective Time, and pursuant to the terms of the Merger Agreement, Sandy Spring’s directors and executive officers ceased serving as directors and executive officers of Sandy Spring.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SANDY SPRING BANCORP INC: Sandy Spring's articles of incorporation and bylaws ceased upon merger; Atlantic Union's organizational documents became governing instruments by operation of law.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the Articles of Incorporation, as amended, of Sandy Spring and the Bylaws of Sandy Spring ceased to be in effect by operation of law and the organizational documents of Atlantic Union (as successor to Sandy Spring by operation of law) remained the Articles of Restatement of Articles of Incorporation of and the Bylaws of Atlantic Union, in each case as in effect as of immediately prior to the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SANDY SPRING BANCORP INC underwent a change of control involving Atlantic Union Bankshares Corporation for 0.900 shares of Atlantic Union Common Stock per share of Sandy Spring Common Stock (closed 2025-04-01).
- Action
- change of control
- Counterparty
- Atlantic Union Bankshares Corporation
- Consideration
- 0.900 shares of Atlantic Union Common Stock per share of Sandy Spring Common Stock
- Closing
- 2025-04-01
Exact text from the filing
Spring Common Stock (“Sandy Spring Restricted Stock”) and shares of Sandy Spring Common Stock held by Atlantic Union or Sandy Spring, was converted into the right to receive 0.900 shares (the “Exchange Ratio,” and such shares, the “Merger Consideration”) of common stock, par value $1.33 per share, of Atlantic Union (“Atlantic Union Common Stock”). Each
View on SEC.gov
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