Atlantic Union Bankshares : Joint proxy statement/prospectus relating to the proposed acquisition of Sandy Spring by Atlantic Union

Published: 2024-12-18 11:14:05 ET AUB

To the Shareholders of Atlantic Union Bankshares Corporation

and the Stockholders of Sandy Spring Bancorp, Inc.

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of Atlantic Union Bankshares Corporation ("Atlantic Union") and Sandy Spring Bancorp, Inc. ("Sandy Spring"), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of Sandy Spring by Atlantic Union. We are requesting that you take certain actions as a holder of Atlantic Union common stock or a holder of Sandy Spring common stock.

The boards of directors of Atlantic Union and Sandy Spring have each unanimously approved an agreement for Atlantic Union to acquire Sandy Spring. Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Atlantic Union and Sandy Spring (as amended from time to time, the "merger agreement"), Sandy Spring will merge with and into Atlantic Union (the "merger"), with Atlantic Union surviving the merger (the "surviving corporation" or "Atlantic Union," as the case may be).

The proposed merger will leverage the strengths of both organizations, creating the largest regional bank headquartered in the lower Mid-Atlantic, and significantly enhancing the combined company's presence in Northern Virginia and Maryland. We believe the merger will position the surviving corporation as a premier banking institution, with increased scale, an expanded geographic footprint and an enhanced platform for future growth. In addition, we believe that the surviving corporation will benefit from the talented management teams, similar core values and strong commitments to serving their customers and communities of both Atlantic Union and Sandy Spring.

In the merger, holders of Sandy Spring common stock will receive 0.900 shares (the "exchange ratio" and such shares, the "merger consideration") of Atlantic Union common stock for each share of Sandy Spring common stock they own. Holders of Atlantic Union common stock will continue to own their existing shares of Atlantic Union common stock. Based on the closing price of Atlantic Union common stock on the New York Stock Exchange (the "NYSE") on October 18, 2024, the last trading day before public announcement of the merger, the exchange ratio represented approximately $34.929 in value for each share of Sandy Spring common stock. Based on the closing price of Atlantic Union common stock on the NYSE on December 12, 2024, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, of $41.31, the exchange ratio represented approximately $37.179 in value for each share of Sandy Spring common stock. The value of Sandy Spring common stock at the closing date of the merger (the "closing date") could be greater than, less than or the same as the value of Atlantic Union common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current

market quotations of Atlantic Union common stock (trading symbol "AUB") and Sandy Spring common stock (trading symbol "SASR").

We expect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, holders of Sandy Spring common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Sandy Spring common stock for Atlantic Union common stock in the merger, except with respect to any cash received instead of fractional shares of Atlantic Union common stock.

Based on the number of shares of Sandy Spring common stock outstanding and reserved for issuance as of December 12, 2024, Atlantic Union expects to issue approximately 42.75 million shares of Atlantic Union common stock in the merger. Following the completion of the merger, former holders of Sandy Spring common stock will own approximately 29% and existing holders of Atlantic Union common stock will own approximately 71% of the common stock of the surviving corporation.

The special meeting of holders of Atlantic Union common stock will be held on February 5, 2025 virtually via the Internet at https://meetnow.global/MXAGYDW, at 10:00 a.m. Eastern Time. The special

meeting of holders of Sandy Spring common stock will be held on February 5, 2025 at Manor Country Club, 14901 Carrolton Road, Rockville, Maryland 20853, at 10:00 a.m. Eastern Time. At our respective special meetings, in addition to other business, Atlantic Union will ask its shareholders to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Atlantic Union common stock to holders of Sandy Spring common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of Atlantic Union common stock in an amount that exceeds 20% of the currently outstanding shares of Atlantic Union common stock) (the "Atlantic Union merger proposal"), and Sandy Spring will ask its stockholders to approve the merger agreement and the transactions contemplated thereby (the "Sandy Spring merger proposal"). Information about these meetings and the merger is contained in the accompanying joint proxy statement/prospectus. In particular, see the section entitled "Risk Factors" beginning on page 26. We urge you to read the accompanying joint proxy statement/prospectus carefully and in its entirety.

Holders of Atlantic Union preferred stock and holders of depositary shares representing a 1/400th interest in a share of Atlantic Union preferred stock are not entitled to, and are not requested to, vote at the Atlantic Union special meeting.

Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote, it will have the same effect as voting "AGAINST" the Atlantic Union merger proposal and the Sandy Spring merger proposal, as applicable.

Each of our boards of directors unanimously recommends that holders of common stock vote "FOR" each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.

John C. Asbury

Daniel J. Schrider

President and Chief Executive Officer

Chair, President and Chief Executive Officer

Atlantic Union Bankshares Corporation

Sandy Spring Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Atlantic Union or Sandy Spring, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated December 17, 2024, and is first being mailed to holders of Atlantic Union common stock and holders of Sandy Spring common stock on or about December 18, 2024.

Atlantic Union Bankshares Corporation

4300 Cox Road

Glen Allen, Virginia 23060

Notice of Special Meeting of Shareholders

To the Shareholders of Atlantic Union Bankshares Corporation:

On October 21, 2024, Atlantic Union Bankshares Corporation ("Atlantic Union") and Sandy Spring Bancorp, Inc. ("Sandy Spring") entered into an Agreement and Plan of Merger (as amended from time to time, the "merger agreement"), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of common stock, par value $1.33 per share, of Atlantic Union ("Atlantic Union common stock" and such meeting, the "Atlantic Union special meeting") will be held on February 5, 2025 virtually via the Internet at https://meetnow.global/MXAGYDW (the "Atlantic Union special meeting website"), at 10:00 a.m. Eastern Time. We are pleased to notify you of and invite you to the Atlantic Union special meeting.

At the Atlantic Union special meeting, you will be asked to consider and vote on the following matters:

The Atlantic Union board of directors has fixed the close of business on December 12, 2024 as the record date for the Atlantic Union special meeting. Only holders of record of Atlantic Union common stock as of the close of business on the record date for the Atlantic Union special meeting are entitled to notice of, and to vote at, the Atlantic Union special meeting or any adjournment or postponement thereof.

The Atlantic Union board of directors unanimously recommends that holders of Atlantic Union common stock vote "FOR" the Atlantic Union merger proposal and "FOR" the Atlantic Union adjournment proposal.

Atlantic Union has determined that holders of Atlantic Union common stock are not entitled to appraisal or dissenters' rights with respect to the merger contemplated under the merger agreement under Section 13.1-730 of the of the Virginia Stock Corporation Act ("Virginia law").

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of Atlantic Union common stock approve the Atlantic Union merger proposal. The affirmative vote of a majority of all the votes entitled to be cast at the Atlantic Union special meeting is required to approve the Atlantic Union merger proposal.

Each copy of the joint proxy statement/prospectus mailed to holders of Atlantic Union common stock is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the Atlantic Union special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free

telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is part provides a detailed description of the merger agreement, the merger contemplated thereby and the other matters to be considered at the Atlantic Union special meeting. A summary of the merger agreement is included in the joint proxy statement/ prospectus in the sections entitled "The Merger" and "The Transaction Agreements - Description of the Merger Agreement," and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Sodali & Co, Atlantic Union's proxy solicitor, by calling toll-free at (800) 662-5200, or for banks and brokers, collect at (203) 658-9400.

By Order of the Board of Directors

Rachael R. Lape

Executive Vice President,

General Counsel and Corporate Secretary

Atlantic Union Bankshares Corporation

December 17, 2024

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

Notice of Special Meeting of Stockholders

To the Stockholders of Sandy Spring Bancorp, Inc.:

On October 21, 2024, Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("Atlantic Union") entered into an Agreement and Plan of Merger (as amended from time to time, the "merger agreement"), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of common stock, par value $1.00 per share, of Sandy Spring ("Sandy Spring common stock" and such meeting, the "Sandy Spring special meeting") will be held on February 5, 2025, at Manor Country Club, 14901 Carrolton Road, Rockville, Maryland 20853, at 10:00 a.m. Eastern Time. We are pleased to notify you of and invite you to the Sandy Spring special meeting.

At the Sandy Spring special meeting, you will be asked to consider and vote on the following matters:

The Sandy Spring board of directors has fixed the close of business on December 12, 2024 as the record date for the Sandy Spring special meeting. Only holders of record of Sandy Spring common stock as of the close of business on the record date for the Sandy Spring special meeting are entitled to notice of, and to vote at, the Sandy Spring special meeting or any adjournment or postponement thereof.

The Sandy Spring board of directors unanimously recommends that holders of Sandy Spring common stock vote "FOR" the Sandy Spring merger proposal, "FOR" the Sandy Spring compensation proposal, and "FOR" the Sandy Spring adjournment proposal.

Sandy Spring has determined that holders of Sandy Spring common stock are not entitled to appraisal or dissenters' rights with respect to the merger contemplated under the merger agreement under Section 3-202 of the Maryland General Corporation Law ("Maryland law").

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless the holders of Sandy Spring common stock approve the Sandy Spring merger proposal. The affirmative vote of 66 2/3% of all the votes entitled to be cast by holders of Sandy Spring common stock is required to approve the Sandy Spring merger proposal.

Each copy of the joint proxy statement/prospectus mailed to holders of Sandy Spring common stock is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the Sandy Spring special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is part provides a detailed description of the merger agreement, the merger contemplated thereby and the other matters to be considered at the Sandy Spring special meeting. A summary of the merger agreement is included in the joint proxy statement/ prospectus in the sections entitled "The Merger" and "The Transaction Agreements - Description of the Merger Agreement," and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Georgeson LLC, Sandy Spring's proxy solicitor, by calling toll-free at (888) 755-4026.

By Order of the Board of Directors

Aaron M. Kaslow

General Counsel, Chief Administrative Officer &

Secretary

December 17, 2024

ADDITIONAL INFORMATION

As permitted by the rules of the Securities and Exchange Commission (the "SEC"), this joint proxy statement/prospectus incorporates important business and financial information about Atlantic Union and Sandy Spring from other documents that are not included in or delivered with this joint proxy statement/ prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov.

Copies of documents filed by Atlantic Union with the SEC are available at the investor relations page of Atlantic Union's website, https://investors.atlanticunionbank.com, and are also available to you free of charge upon your request in writing or by telephone to Atlantic Union at the address and telephone number below. Copies of documents filed by Sandy Spring with the SEC are available at the investor relations page of Sandy Spring's website, https://sandyspringbancorp.q4ir.com/overview/default.aspx, and are also available to you free of charge upon your request in writing or by telephone to Sandy Spring at the address and telephone number below.

•

if you are an Atlantic Union shareholder:

•

if you are a Sandy Spring stockholder:

Atlantic Union Bankshares Corporation

Sandy Spring Bancorp, Inc.

4300 Cox Road

17801 Georgia Avenue

Glen Allen, Virginia 23060

Olney, Maryland 20832

(804) 633-5031

(301) 774-6400

Attention: Rachael R. Lape

Attention: Investor Relations

Executive Vice President,

General Counsel and Corporate

Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must make your request no later than five business days before the date of your applicable special meeting. This means that holders of Atlantic Union common stock requesting documents must do so by January 29, 2025, in order to receive them before the Atlantic Union special meeting, and holders of Sandy Spring common stock requesting documents must do so by January 29, 2025 in order to receive them before the Sandy Spring special meeting.

See the section of the accompanying joint proxy statement/prospectus entitled "Where You Can Find More Information" for further information. The contents of the websites of the SEC, Atlantic Union and Sandy Spring are not being incorporated into this proxy statement/prospectus. This information about how you can obtain certain documents that are being incorporated by reference into this joint proxy statement/ prospectus at these websites is being provided only for your convenience.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Atlantic Union, constitutes a prospectus of Atlantic Union under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Atlantic Union common stock to be issued to holders of Sandy Spring common stock pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a proxy statement of each of Atlantic Union and Sandy Spring under Section 14(a) the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the Atlantic Union special meeting and a notice of meeting with respect to the Sandy Spring special meeting.

Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Sandy Spring has been provided by Sandy Spring and information contained in, or incorporated by reference into, this document regarding Atlantic Union has been provided by Atlantic Union.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated December 17, 2024, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of Atlantic Union common stock or holders of Sandy Spring common stock nor the issuance by Atlantic Union of shares of Atlantic Union common stock in connection with the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. In this joint proxy statement/prospectus, except as otherwise indicated or the context otherwise requires, references to:

iii

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS

SUMMARY

The Parties to the Merger

The Merger and the Merger Agreement

Treatment of Sandy Spring Equity Awards

Material U.S. Federal Income Tax Consequences of the Merger

Atlantic Union's Reasons for the Merger; Recommendation of the Atlantic Union Board of

Directors

Sandy Spring's Reasons for the Merger; Recommendation of the Sandy Spring Board of

Directors

Opinion of Atlantic Union's Financial Advisor

Opinion of Sandy Spring's Financial Advisor

Appraisal or Dissenters' Rights in the Merger

Interests of Atlantic Union's Directors and Executive Officers in the Merger

Interests of Sandy Spring's Directors and Executive Officers in the Merger

Governance of Atlantic Union After the Merger

Regulatory Approvals

Expected Timing of the Merger

The Transaction Agreements

Accounting Treatment

The Rights of Sandy Spring's Stockholders Will Change as a Result of the Merger

Listing of Atlantic Union Common Stock; Delisting and Deregistration of Sandy Spring

Common Stock

The Atlantic Union Special Meeting

The Sandy Spring Special Meeting

Forward Sale Agreement

Risk Factors

RISK FACTORS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . .

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF

SEPTEMBER 30, 2024

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2024

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR

THE YEAR ENDED DECEMBER 31, 2023

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

Disclaimer

Atlantic Union Bankshares Corporation published this content on December 18, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on December 18, 2024 at 16:13:07.077.