SANDY SPRING BANCORP INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Pursuant to the previously announced offer of $200,000,000 aggregate principal amount of 3.875% fixed-floating rate subordinated notes due 2032 (the “Bonds”) issued by Sandy Spring Bancorp, Inc. (the “Company”), the Company and Wilmington Trust, National Associationas trustee, has entered into a subordinated indenture dated March 18, 2022 (the “Basic Trust Indenture”) and a first supplemental trust indenture dated March 18, 2022 the Basic Deed (the “Additional Deed” and, together with the Basic Deed, the “Deed”), providing for the issue of the Notes.

The Notes will initially bear interest at the rate of 3.875% per annum, payable semi-annually in arrears on March 30 and September 30 of each year, from September 30, 2022. The last interest payment date for the fixed rate period will be March 30, 2027. From and including March 30, 2027 to, but excluding,
March 30, 2032 or the date of early redemption, the Notes will bear interest at a floating rate per annum equal to the Reference Rate (which is expected to be the Three Month SOFR), each as defined in and subject to the provisions of the Indenture, plus 196 .5 basis points, payable quarterly in arrears on
March 30, June 30th, September 30 and December 30 of each year, from
June 30, 2027. Notwithstanding the foregoing, if the Reference Rate is less than zero, the Reference Rate will be deemed to be zero.

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 Kilpatrick Townsend & Stockton LLP relating to the legality of the Notes is filed as Schedule 5.1 to this current report on Form 8-K.

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.

(d) Exhibits.

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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 LLP

23.1                      Consent of Kilpatrick Townsend & Stockton LLP (included
                        in Exhibit 5.1)

104                     Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)



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