Atlantic Union Bankshares Corporation filed an 8-K report detailing updates on its merger agreement with Sandy Spring Bancorp, Inc., announced on October 21, 2024. The merger involves Sandy Spring merging into Atlantic Union, with Atlantic Union as the surviving entity. The report highlights the following key developments:

Litigation and legal demands: Shareholders of Atlantic Union and Sandy Spring have filed lawsuits and demand letters alleging violations related to the merger, including false or misleading disclosures, breaches of fiduciary duties, and negligence. Atlantic Union and Sandy Spring assert that these claims lack merit but have issued supplemental disclosures to mitigate litigation risks and avoid delays.

Supplemental disclosures: Additional details were provided regarding the merger process, discussions between executives and boards, financial analyses, and expected benefits, such as enhanced scale, diversity, and financial performance for the combined entity.

Merger financials and projections: Atlantic Union's financial advisors project the merger will be accretive to earnings per share by 15.5 percent in 2025 and 22.8 percent in 2026 while being dilutive to tangible book value by 8.2 percent. The report highlights plans for a capital raise and a $2 billion sale of commercial real estate loans to improve financial ratios and liquidity.

Governance changes: Post-merger, Atlantic Union plans to integrate Sandy Spring’s leadership, adding its CEO to Atlantic Union’s board and considering roles for other Sandy Spring executives.

Forward-looking statements: The filing includes cautionary statements about risks associated with the merger, including regulatory approvals, litigation outcomes, integration challenges, and market conditions. The company urges investors to review relevant SEC filings for complete information.

Atlantic Union reaffirmed its commitment to the merger and its strategic benefits while addressing shareholder concerns and potential risks. Further updates and documentation are accessible through the SEC's website and the companies' investor relations portals.