M&A - SANDY SPRING BANCORP INC

Form Type: 15-12G

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925033554

Filing Summary: Sandy Spring Bancorp, Inc. has filed a Form 15, which certifies and notifies the termination of its registration under Section 12(g) of the Securities Exchange Act of 1934 or suspension of the duty to file reports under Sections 13 and 15(d) of the Act. The registration termination is made in accordance with Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), indicating that the company has ceased to have a duty to file reports due to the merger with Atlantic Union Bankshares Corporation. The document confirms that there is approximately one holder of record as of the notice date. The Form 15 was signed by John C. Asbury, President and Chief Executive Officer, on April 10, 2025.

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Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030581

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. merged with Atlantic Union Bankshares Corporation, completing a previously announced merger under the Agreement and Plan of Merger from October 21, 2024. Following the merger, Sandy Spring merged into Atlantic Union with Atlantic Union as the surviving entity. Consequently, Sandy Spring's subsidiary Sandy Spring Bank merged into Atlantic Union Bank, retaining Atlantic Union Bank as the surviving bank. Holders of Sandy Spring Common Stock received 0.900 shares of Atlantic Union common stock per share, with cash provided for fractional shares. Various equity awards, including stock options, restricted stock units, and performance-vesting restricted stock units, were treated according to the terms outlined in the merger agreement. On March 31, 2025, NASDAQ was notified to suspend trading of Sandy Spring Common Stock and requested delisting, as Sandy Spring ceased to exist as a separate legal entity and no longer had reporting obligations under the Exchange Act.

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Form Type: POSASR

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030221

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. merged with Atlantic Union Bankshares Corporation, with Atlantic Union being the surviving entity. This merger results in the termination of all offerings of Sandy Spring Bancorp's securities as described in the Registration Statement No. 333-278305. The Post-Effective Amendment is filed to deregister any securities that were registered but unsold as of the date of this amendment. The amendment reflects the completion of the merger and the corresponding deregistration of securities under the previous Registration Statement.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030224

Filing Summary: Sandy Spring Bancorp, Inc. has filed a Post-Effective Amendment No. 3 to Form S-8 on April 1, 2025, with the U.S. Securities and Exchange Commission to terminate all offerings under various previous Registration Statements regarding its common stock and other securities. The filings pertain to multiple equity plans and employee stock purchase plans, indicating a cessation of offerings. Effective April 1, 2025, the Registrant merged with Atlantic Union Bankshares Corporation, which serves as the surviving corporation in this transaction. Consequently, Sandy Spring Bancorp has terminated any offerings of its securities as per the merger agreement. The document indicates the completion of a strategic consolidation, listing the series of registrations and amendments tied to stock options and other equity compensations that are now being deregistered due to the merger, thereby concluding the Registrant's activity under these registrations.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030226

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to deregister all shares previously registered under several Registration Statements on Form S-8. This filing highlights the termination of offerings related to the registrant as a result of its merger with Atlantic Union Bankshares Corporation, with Atlantic Union as the surviving entity. The merger agreement dated October 21, 2024, facilitated this transition, leading to the deregistration of all unsold securities under the prior Registration Statements. The amendment reflects compliance with the Securities Act of 1933, ensuring that all registered securities remaining unsold have been removed from the registration. The registrant confirms it meets all requirements for filing under Form S-8, effectively ceasing its independent registration activities after the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030228

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc., a Maryland corporation, entered into a merger with Atlantic Union Bankshares Corporation. As a result of this merger, Sandy Spring Bancorp, Inc. has terminated all offerings of its securities previously registered under various Registration Statements on Form S-8. This filing serves as a post-effective amendment to deregister all shares of common stock registered under these statements, which have remained unsold since the termination of the offerings. The Registrant's deregistration includes numerous equity plans and stock option plans, reflecting a significant alteration in the company's securities structure due to the merger. The document also certifies compliance with the requirements for filing on Form S-8, evidencing the formal acknowledgment of the merger and the resulting implications for registered securities.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030230

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. completed a merger with Atlantic Union Bankshares Corporation, making Atlantic Union the surviving corporation. This filing serves as a post-effective amendment to deregister various shares previously offered under multiple Registration Statements on Form S-8. The Registrant has undertaken to remove any unsold securities from registration as part of this process due to the termination of securities offerings in relation to the aforementioned merger. The company has an extensive list of previous registration statements being terminated, including share issuances under equity plans and stock options, encompassing plans dated from 1989 to 2024.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030233

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to deregister shares previously registered under multiple Form S-8 registration statements. This filing is part of the process following the merger with Atlantic Union Bankshares Corporation, where Sandy Spring Bancorp, Inc. was merged into Atlantic Union, making Atlantic Union the surviving entity. Consequently, all offerings of the Registrant's securities under the mentioned Registration Statements were terminated, and all unsold securities registered thereunder have been removed from registration.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030239

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a Post-Effective Amendment to deregister all shares of common stock previously registered under various Form S-8 registration statements. The amendments are associated with the termination of offerings due to the merger with Atlantic Union Bankshares Corporation. The Registrant has included a list of all prior registration statements and detailed amendments, indicating the completion of the merger where Sandy Spring Bancorp merged into Atlantic Union, with Atlantic Union as the surviving entity. As of the effective date of April 1, 2025, all offerings related to these securities have been terminated, and the document ensures the removal from registration of any unsold securities.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030242

Filing Summary: Sandy Spring Bancorp, Inc. is filing a Post-Effective Amendment to terminate all offerings under multiple Registration Statements on Form S-8. The termination and deregistration of shares of common stock are due to the merger with Atlantic Union Bankshares Corporation on April 1, 2025. The Registrant has officially merged with Atlantic Union, which will now act as the surviving entity. This filing reflects the necessary deregistration of securities associated with offerings that have been terminated as a result of the merger, which includes several plans under which shares have been previously registered. The document certifies compliance for the S-8 form and is signed by the President and CEO of Atlantic Union Bankshares Corporation, indicating the execution of this legal procedure.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030244

Filing Summary: Effective April 1, 2025, Sandy Spring Bancorp, Inc. merged with Atlantic Union Bankshares Corporation, resulting in Atlantic Union being the surviving entity. This merger led to the termination of all offerings under several S-8 registration statements and the deregistration of all previously registered shares of common stock under those statements. This document serves as a post-effective amendment to deregister these securities as required by the SEC regulations. All registration statements listed are amended to reflect the deregistration, and the effectiveness of these registration statements has been terminated.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030247

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to terminate all offerings under various Registration Statements on Form S-8. This filing follows the merger between Sandy Spring Bancorp, Inc. and Atlantic Union Bankshares Corporation, which became effective on the same date. As a result of the merger, all registered securities that remain unsold are being deregistered. The document includes multiple Registration Numbers and references various employee and incentive plans that are being impacted by the merger, such as the Sandy Spring Bancorp, Inc. 2024 Equity Plan and others. The Registrant has confirmed compliance with the requirements for filing on Form S-8 and has authorized the filing of these amendments, terminating the effectiveness of the prior registration statements.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030249

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to terminate all offerings under several Registration Statements on Form S-8 and to deregister all previously registered shares of common stock. This deregistration is a result of the merger with Atlantic Union Bankshares Corporation, effective April 1, 2025, where Sandy Spring Bancorp, Inc. merged into Atlantic Union, which is the surviving corporation. The filing includes details about the termination of various equity plans and registration statements and the removal of all unsold securities from these registrations as required. The document outlines the various plans involved, including the Sandy Spring Bancorp, Inc. 2024 Equity Plan, the Employee Stock Purchase Plan, and others. May 22, 2024, registration statements relating to stock offerings under various plans were also mentioned in relation to the deregistration process.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030251

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. submitted a post-effective amendment to terminate all offerings under multiple Registration Statements on Form S-8. This action is due to the company's merger with Atlantic Union Bankshares Corporation, effective the same date, which resulted in Sandy Spring Bancorp being absorbed by Atlantic Union, with the latter as the surviving entity. This amendment also includes the deregistration of all shares of common stock and related securities that were registered under the prior Registration Statements. The document outlines the various plans and securities that are now deregistered, including the equity plans and stock options previously filed under these Registration Statements. The filing confirms compliance with SEC regulations as it certifies the removal of securities that remain unsold following the merger and subsequent termination of offerings originally registered.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030259

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to its Form S-8 registration statements to terminate all offerings under multiple registrations. The company merged with Atlantic Union Bankshares Corporation, with Atlantic Union being the surviving entity. Consequently, all shares of common stock of Sandy Spring Bancorp, which were previously registered under their registration statements, were deregistered. The filing indicates the removal from registration of any unsold securities as of this date, and documents the termination of the effectiveness of the registration statements due to the merger. This action reflects the ongoing administrative changes following the consolidation with Atlantic Union, noting all appropriate amendments related to the deregistration have been filed.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030260

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to deregister shares of common stock previously registered under multiple Form S-8 Registration Statements. This action is due to the merger of Sandy Spring Bancorp, Inc. with Atlantic Union Bankshares Corporation, where Atlantic Union is the surviving entity. Consequently, all offerings of the Registrant's securities under the aforementioned Registration Statements have been terminated, and any unsold securities are being removed from registration as per the company's commitments in these Statements. The Registrant also certifies compliance with requirements for filing on Form S-8 and signifies that it is effectively the successor by merger to Sandy Spring Bancorp, Inc.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030309

Filing Summary: On April 1, 2025, Sandy Spring Bancorp, Inc. filed a post-effective amendment to deregister common stock and terminate offerings under multiple Form S-8 registration statements. The amendments relate to various equity compensation plans and were filed as a result of the merger with Atlantic Union Bankshares Corporation, which is effective from the same date. In accordance with the merger agreement dated October 21, 2024, Sandy Spring Bancorp has merged into Atlantic Union, with Atlantic Union being the surviving entity. Consequently, the registrant has terminated its securities offerings under the registration statements, removing all unsold securities.

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Form Type: 10-K/A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000082441025000012

Filing Summary: Sandy Spring Bancorp, Inc. filed Amendment No. 1 on Form 10-K/A to update its Annual Report for the fiscal year ended December 31, 2024. This filing includes information that was previously omitted due to reliance on General Instruction G(3) to Form 10-K. Key updates include a detailed recounting of the company's executive officers, directors, and corporate governance details. Most notably, it reports the execution of a definitive Agreement and Plan of Merger with Atlantic Union Bankshares Corporation announced on October 21, 2024. The merger, which is an all-stock transaction, has secured approval from multiple regulatory bodies and is set to close on April 1, 2025. The document does not reflect events occurring after the original filing date and does not contain any financial statements. The company also notes that it will not hold a 2025 annual meeting or file a corresponding definitive proxy statement.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009711

Filing Summary: On February 5, 2025, Sandy Spring Bancorp, Inc. held a special meeting of stockholders to consider the Agreement and Plan of Merger with Atlantic Union Bankshares Corporation. The merger involves Atlantic Union acquiring Sandy Spring in an all-stock transaction. The special meeting had a quorum with 33,710,945 shares represented. The stockholders voted on three proposals: Proposal 1 to approve the Merger Agreement, which passed with 32,749,783 votes for; Proposal 2 concerning compensation for Sandy Spring’s executives related to the merger, which received 31,171,673 votes for; and Proposal 3 to adjourn the meeting if necessary, which also passed with 31,090,172 votes for. The companies announced they received the necessary bank regulatory approvals and expect to complete the merger around April 1, 2025, subject to customary closing conditions.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006015

Filing Summary: Sandy Spring Bancorp, Inc. is involved in a merger with Atlantic Union Bankshares Corporation, which is expected to have Atlantic Union surviving the merger. The merger agreement was entered into on October 21, 2024. A joint proxy statement/prospectus was filed by both parties with the SEC on December 17, 2024, and was subsequently mailed to their shareholders. Following the announcement, several purported shareholders of Atlantic Union have filed lawsuits against both Atlantic Union and Sandy Spring, alleging various violations related to the merger procedures and disclosures. Despite these legal challenges, both companies maintain that the claims are without merit and that the merger process will continue without interruption. Supplemental disclosures related to the joint proxy statement/prospectus were issued to provide additional information to avoid any potential delays in the merger. The summary of the legal complaints and the supplemental disclosures are integral to keeping stakeholders informed about the ongoing merger process and the associated risks.

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Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006014

Filing Summary: On January 24, 2025, Sandy Spring Bancorp, Inc. reported significant updates regarding its impending merger with Atlantic Union Bankshares Corporation, following the initial Agreement and Plan of Merger announced on October 21, 2024. The report details the progression of the merger process, including the joint proxy statement filed with the U.S. SEC, litigation from purported shareholders challenging the merger, and supplemental disclosures to address concerns raised in the lawsuits. The document reiterates the positions of both companies that the claims are without merit, while they aim to minimize any potential delays to the merger. Key topics include details on the proxy solicitation, sharing of expenses, and the roles of key executives post-merger. A breakdown of the recent lawsuits and demands received from shareholders highlights the contentious nature surrounding the merger process. Additionally, the report includes financial analyses and projections related to the merger, touching on metrics such as earnings per share and tangible book value, emphasizing the anticipated financial implications of the merger on both entities. "Measures are being taken to bolster the execution of the merger despite ongoing legal challenges, with an assertion that necessary disclosures are being made," the report states, underscoring their commitment to transparency.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003166

Filing Summary: On January 13, 2025, the Federal Reserve Bank of Richmond approved Atlantic Union Bankshares Corporation’s application regarding the merger between Atlantic Union and Sandy Spring Bancorp, Inc. This merger follows the Agreement and Plan of Merger dated October 21, 2024. Following the holding company merger, Sandy Spring Bank will merge into Atlantic Union Bank. The mergers are still pending approval from Virginia and Maryland financial authorities as well as the shareholders of both banks. A joint press release was issued announcing the approval.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003165

Filing Summary: On January 13, 2025, the Federal Reserve Bank of Richmond approved Atlantic Union Bankshares Corporation's application regarding the merger with Sandy Spring Bancorp, Inc. This merger involves a holding company merger as per the Agreement and Plan of Merger dated October 21, 2024. Following this, Sandy Spring Bank will merge into Atlantic Union Bank. Both mergers are pending approval from various regulatory bodies and shareholders. On the same day, a joint press release was issued announcing the approval of the merger.

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Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000347

Filing Summary: 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

Filing Summary: 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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