Sandy Spring Bancorp, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2022 • Sandy Spring Bancorp Inc • National commercial banks • New York
Contract Type FiledMarch 17th, 2022 Company Industry JurisdictionSandy Spring Bancorp, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Piper Sandler & Co. (“Piper Sandler”) and Stephens Inc. (“Stephens”) are acting as representatives (the “Representatives”), $200,000,000 principal amount of its 3.875% Fixed-to-Floating Rate Subordinated Notes due 2032 (each a “Note” and collectively, the Notes”). To the extent there are no additional underwriters listed on Schedule I, the term “Representatives” as used herein shall mean Piper Sandler and Stephens, collectively, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Notes will be issued pursuant to a Subordinated Indenture, to be dated as of March 18, 2022, and a First Supplemental Indenture to be dated as of March 18, 2022 (collectively, the