SASR Sandy Spring Bancorp Inc

As filed with the Securities and Exchange Commission on May 22, 2024

Registration No. 333-204746

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

REGISTRATION STATEMENT NO. 333-204746

UNDER

THE SECURITIES ACT OF 1933

SANDY SPRING BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan

(Full Title of Plan)

Aaron M. Kaslow, Esq.

Executive Vice President,

Chief Administration Officer and General Counsel

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

(301) 774-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Edward G. Olifer, Esq.

Stephen F. Donahoe, Esq.

Suzanne A. Walker, Esq.

Kilpatrick Townsend & Stockton LLP

701 Pennsylvania Avenue NW, Suite 200

Washington, DC 20004

Telephone: (202) 508-5800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Sandy Spring Bancorp, Inc. (the “Corporation” or the “Registrant”) previously filed a Registration Statement on Form S-8 (File No. 333-204746) with the Securities and Exchange Commission (the “SEC”) on June 5, 2015 (the “2015 Registration Statement”) with respect to 1,500,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), issuable under the Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”).

On May 22, 2024 (the “Effective Date”), the Corporation’s shareholders approved the Sandy Spring Bancorp, Inc. 2024 Equity Plan (the “2024 Plan”), and in connection therewith, no further awards will be made under the 2015 Plan as of and following the Effective Date. Pursuant to the terms of the 2024 Plan, (a) any shares of Common Stock that remain available for issuance under the 2015 Plan as of the Effective Date, plus (b) any shares of Common Stock that are subject to awards granted under the 2015 Plan that are forfeited, cancelled, exchanged or surrendered, settled in cash or that otherwise terminate or expire without a distribution of shares of Common Stock to the 2015 Plan participant (but excluding any shares of Common Stock surrendered or withheld as payment of either the exercise price of an award under the 2015 Plan or withholding taxes in respect of an award under the 2015 Plan), shall become available for issuance under the 2024 Plan (collectively, the “Rollover Shares”).

Accordingly, the Company is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Post-Effective Amendment”) pursuant to Item 512(a)(1)(iii) of Regulation S-K and SEC Compliance and Disclosure Interpretation 126.43 to amend the 2015 Registration Statement to register the offer of the Rollover Shares under the 2024 Plan (as such shares would no longer be issuable under the 2015 Plan as of the Effective Date). This Post-Effective Amendment constitutes Post-Effective Amendment No. 1 to the 2015 Registration Statement.

For the avoidance of doubt, the Company is not registering any additional shares of Common Stock on this Post-Effective Amendment that were not previously approved by the Company’s shareholders as of the Effective Date. The Company is contemporaneously filing a separate registration statement on Form S-8 with the Commission to register 700,000 shares of Common Stock that were newly authorized for issuance under the 2024 Plan by the Company’s shareholders on the Effective Date.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Post-Effective Amendment in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plan covered by this Post-Effective Amendment as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows the Corporation to “incorporate by reference” in this Registration Statement the information in the documents that it files with the SEC, which means that the Corporation can disclose important information to you by referring you to those documents. The information incorporated by reference in this Registration Statement is considered to be a part of this Registration Statement, and information in documents that the Corporation files later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this Registration Statement. The Corporation incorporates by reference in this Registration Statement the documents listed below and any future filings that it may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except that the Corporation is not incorporating by reference any information that is deemed to have been furnished and not filed in accordance with the SEC’s rules. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than Current Reports furnished under Items 2.02 or 7.01 of Form 8-K), as well as proxy statements.

The Corporation will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

Attention: Corporate Secretary

Telephone: (301) 774-6400

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 2-418 of the Maryland General Corporation Law provides that a corporation may indemnify directors and officers against liabilities they may incur in such capacities unless it is established that: (a) the directors act or omission was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions.

Section 2-418 of the Maryland General Corporation Law further provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under, among other things, any bylaw or charter provision, or resolution of stockholders or directors, agreement, or otherwise.

Article XV of the Articles of Incorporation of Sandy Spring Bancorp, Inc. requires indemnification of officers and directors as follows:

Subject to applicable provisions of federal law, the Corporation shall indemnify to the fullest extent permissible under the Maryland General Corporation Law any individual who is or was a director, officer, employee, or agent of the Corporation, and any individual who serves or served at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, in any proceeding in which the individual is made a party as a result of his service in such capacity. An individual will not be indemnified if (i) it is established that the act or omission at issue was material to the matter giving rise to the proceeding and (a) was committed in bad faith, or (b) was the result of active and deliberate dishonesty; (ii) the individual actually received an improper personal benefit in money, property, or services; or (iii) in the case of a criminal proceeding, the individual had reasonable cause to believe that the act or omission was unlawful. In the event any litigation is brought against a director of this Corporation, authorization is hereby made to advance all expenses needed by the director to defend the lawsuit. There shall be no obligation to repay the expenses forwarded, unless it shall be determined ultimately by the Corporation, in accordance with the provisions of this Article XV and the Maryland General Corporation law, that the director shall not be entitled to indemnification.

The rights of indemnification provided for in this Article XV shall not be exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Rights of indemnification under this Article XV shall continue as to a person who has ceased to serve in one of the capacities listed in the immediately preceding paragraph and shall inure to the benefit of the heirs, executors and administrators of such person.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Item 9. Undertakings.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olney, State of Maryland, on May 22, 2024.

POWER OF ATTORNEY

Each of the undersigned officers and directors of Sandy Spring Bancorp, Inc. hereby severally constitutes and appoints Daniel J. Schrider, Charles S. Cullum and Aaron M. Kaslow, and each of them acting alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on May 22, 2024.

Exhibit 5.1

		Kilpatrick Townsend & Stockton LLP   ktslaw.com   701 Pennsylvania Avenue NW, Suite 200 Washington, DC 20004

May 22, 2024

Board of Directors

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

Ladies and Gentlemen:

We have acted as special counsel to Sandy Spring Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing of (i) a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 700,000 shares (the “New Plan Shares”) of common stock, par value $1.00 per share, of the Company (the “Common Stock”), which may be issued by the Company pursuant to Sandy Spring Bancorp, Inc. 2024 Equity Plan, as amended (the “Plan”), and (ii) Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-204746) filed with the Commission on the date hereof (the “Post-Effective Amendment”) under the Act, relating to the registration, pursuant to the terms of the Plan, of (a) any shares of Common Stock that remain available for issuance under the Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan (the “Prior Plan”) as of the date hereof, plus (b) any shares of Common Stock that are subject to awards granted under the Prior Plan that are forfeited, cancelled, exchanged or surrendered, settled in cash or that otherwise terminate or expire without a distribution of shares of Common Stock to the Prior Plan participant (but excluding any shares of Common Stock surrendered or withheld as payment of either the exercise price of an award under the Prior Plan or withholding taxes in respect of an award under the Prior Plan) ((a) and (b) collectively, the “Rollover Shares,” and together with the New Plan Shares, the “Shares”) which may be issued by the Company pursuant to the Plan.

For purposes of this opinion letter, we have examined the Registration Statement, the Post-Effective Amendment, the Plan, the Prior Plan and the articles of incorporation, as amended, and bylaws of the Company. We have also made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

ANCHORAGE ATLANTA AUGUSTA BEIJING CHARLOTTE CHICAGO DALLAS DENVER HOUSTON LOS ANGELES NEW YORK PHOENIX RALEIGH

SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI SILICON VALLEY STOCKHOLM TOKYO WALNUT CREEK WASHINGTON WINSTON-SALEM

Board of Directors

Sandy Spring Bancorp, Inc.

May 22, 2024

Page 2

Based on the foregoing, and limited in all respects to Maryland law, it is our opinion that the Shares reserved for issuance under the Plan are duly authorized and, upon payment for such shares and issuance in the manner described in the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the Post-Effective Amendment. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Exhibit 23.1

Consent of an Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

of our reports dated February 20, 2024, with respect to the consolidated financial statements of Sandy Spring Bancorp, Inc and subsidiaries, and the effectiveness of internal control over financial reporting of Sandy Spring Bancorp, Inc and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.