ThZeal - The Zeal

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2022


Maryland	000-19065	52-1532952
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (301) 774-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $1.00 per share	SASR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

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 13(a) of the Exchange Act. ¨


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 24, 2022, Kenneth C. Cook, Executive Vice President and President of Commercial Banking of Sandy Spring Bank (the “Bank”), a wholly-owned subsidiary of Sandy Spring Bancorp, Inc. (the “Company”), informed the Company that he intends to retire as of February 28, 2023.

In connection with Mr. Cook’s retirement, the Compensation Committee of the Board of Directors approved the vesting of Mr. Cook’s unvested restricted stock awards on his retirement date and extended his ability to exercise his vested stock options until their expiration date.

On October 26, 2022, the Board of Directors of the Company and the Bank appointed Mr. Cook to the Board of Directors of the Company and the Bank, effective upon his retirement. Mr. Cook will receive standard director fees. The Board of Directors will consider Mr. Cook’s assignment to Board committees at a later date.

A copy of the press release announcing Mr. Cook’s retirement and appointment to the Board of Directors is attached to this report and is incorporated herein by reference.


Exhibits.

Exhibit No.			Description





99			Press Release date October 28, 2022
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SANDY SPRING BANCORP, INC.
	(Registrant)

Date: October 28, 2022	By:	/s/ Aaron M. Kaslow
		Aaron M. Kaslow
		Executive Vice President, Chief Administrative Officer and General Counsel


Item 9.01			Financial Statements and Exhibits