---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-030581"
form_type: "8-K"
ticker: null
cik: "0000824410"
company_name: "SANDY SPRING BANCORP INC"
filed_at: "2025-04-01T23:59:59+00:00"
generated_at: "2026-05-24T01:17:57.687682+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Sandy Spring Bancorp merges into Atlantic Union Bankshares; shareholders receive 0.900 AUB shares per SASR share

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-030581
- form_type: 8-K
- cik: 0000824410
- company_name: SANDY SPRING BANCORP INC
- filed_at: 2025-04-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/tm2510685d3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-030581
- JSON: https://secwatch.observer/filing/0001104659-25-030581.json
- Plain text: https://secwatch.observer/filing/0001104659-25-030581.txt

## Key facts
- Executive change
  Daniel J. Schrider departed as Director at SANDY SPRING BANCORP INC.
  - Action: ceased serving
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm
- Executive change
  Mark C. Micklem departed as Director at SANDY SPRING BANCORP INC.
  - Action: ceased serving
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm
- Executive change
  Mona Abutaleb Stephenson departed as Director at SANDY SPRING BANCORP INC.
  - Action: ceased serving
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/824410/000110465925030581/0001104659-25-030581-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.