M&A: SANDY SPRING BANCORP INC

Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000347

Comments: On January 2, 2025, Sandy Spring Bancorp, Inc. filed a Form 8-K providing updated disclosures regarding its merger with Atlantic Union Bankshares Corporation, originally announced on October 21, 2024. The filing presents supplemental disclosures to the joint proxy statement/prospectus previously filed with the SEC, emphasizing details about the impacts of the merger on executive compensation. Key changes include the estimated value of unvested equity awards for Sandy Spring's named executive officers upon a qualifying termination at the effective time of the merger and the modified compensatory arrangements approved by the Compensation Committee to address potential tax implications under the Internal Revenue Code. The filing outlines various accelerated payments, including bonuses and equity awards, aimed at preserving tax-related corporate income deductions and minimizing excise tax liabilities for executives. Overall, the merger procedure is highlighted alongside deadlines for approvals and necessary regulatory actions for closure, along with the impact of the merger on executives' compensation before the effective merger date.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000346

Comments: On December 26, 2024, Sandy Spring Bancorp, Inc. entered into an Agreement and Plan of Merger with Atlantic Union Bankshares Corporation, allowing Sandy Spring to merge into Atlantic Union. The merger agreement's details were complemented by a registration statement on Form S-4 filed by Atlantic Union, effective on December 17, 2024. This report provides supplemental information pertaining to the interests of Sandy Spring's directors and executive officers in the merger. It includes estimated values of unvested equity awards for executives, with significant amounts outlined for each of them. The Compensation Committee took steps to mitigate tax implications for accelerated payments and awards due to the merger's conditions. Various forms of accelerated compensations were detailed for several executives, including cash bonuses and restricted stock awards. The document also addresses potential repayment obligations under a clawback agreement if executives' employment is terminated before certain conditions are met. Furthermore, the merger results in the conversion of Sandy Spring’s awards to Atlantic Union common stock, ensuring terms remain consistent with the original awards.

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