Section 1.01 Entering into a Material Definitive Agreement.
Pursuant to the previously announced offer of
The Notes will initially bear interest at the rate of 3.875% per annum, payable semi-annually in arrears on
The Company may redeem the Notes at the times and at the redemption prices provided for in the Indenture.
The Base Indenture and Supplemental Indenture (including the Notes form) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by dismissal.
The foregoing offer has been made pursuant to an effective pending listing statement on Form S-3 (File No. 333-253367) filed by the Company. A copy of the notice of
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description 4.1 Subordinated Indenture, dated as of
March 18, 2022, between Sandy Spring Bancorp, Inc.and Wilmington Trust, National Association, as Trustee 4.2 First Supplemental Indenture, dated as of March 18, 2022, between Sandy Spring Bancorp, Inc.and Wilmington Trust, National Association, as Trustee 4.3 Form of 3.875% Fixed-to-Floating Rate Subordinated Note Due 2032 (included as Exhibit A in Exhibit 4.2 hereto) 5.1 Opinion of Kilpatrick Townsend & Stockton LLP23.1 Consent of Kilpatrick Townsend & Stockton LLP(included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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