NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

MEETING AGENDA

 YOUR VOTE IS VERY IMPORTANT

Please submit your proxy as soon as possible by internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Instructions for voting by internet or telephone can be found on your proxy card or voting instruction form.

By order of the Board of Directors,

Aaron M. Kaslow

General Counsel, Chief Administrative Officer & Secretary

April ,10, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2024

This proxy statement and the 2023

Annual Report on Form 10-K are available at www.envisionreports.com/sasr.

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares. Please read the entire proxy statement before voting. For information about our company’s performance, please review our 20222023 Annual Report on Form 10-K.

You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares during the 20232024 annual meeting of shareholders. Notice of our annual meeting and this proxy statement were first sent or made available to shareholders on April , 2023.10, 2024.

20232024 ANNUAL MEETING INFORMATION

For additional information about our annual meeting, see “Information About the Meeting” on page 63.

Annual Meeting Admission. Admission to the annual meeting is limited to our registered and beneficial holders as of the record date and persons holding valid proxies from these shareholders. Admission to the annual meeting requires valid, government-issued photo identification. If you are not a shareholder of record, you must also present proof of your stock ownership as of the record date. The use of cameras, recording devices, phones, and other electronic devices is strictly prohibited. See “Information About the Meeting – Attending the Meeting” on page 63.

VOTING MATTERS AND BOARD RECOMMENDATIONS

BOARD OF DIRECTORS

Director nominees and continuing directors at a glance

Name

Occupation

Age

Independent

Director Since

Mona Abutaleb Stephenson

CEO of Medical Technology Solutions, LLC

60

✓

2015

M

M

Ralph F. Boyd

President and CEO of SOME, Inc.

66

✓

2012

C

M

M

Kenneth C. Cook

Retired. Former EVP, President of Commercial Banking at Sandy Spring Bank

62

2023

M

Mark E. Friis

Chair (former CEO) of Rogers Consulting, Inc.

67

✓

2005

C

M

M

Brian J. Lemek

Owner of Lemek, LLC, a franchisee for Panera Bread bakery-cafes.

59

✓

2020

M

M

Pamela A. Little

CFO of Nathan, Inc.

69

✓

2005

C

M

M

Walter C. Martz II

Managing Member of Walter C. Martz LLC law firm.

71

✓

2020

M

Mark C. Michael

Fellow at the Harvard Advanced Leadership Initiative

60

✓

2018

M

Mark C. Micklem

Retired. Former Managing Director and Head of Financial Services Investment Banking at Robert W. Baird & Co.

64

✓

2019

M

M

Christina B. O’Meara

President and founder of O’Meara Properties

69

✓

2020

M

Robert L. Orndorff(1)

President and founder of RLO Contractors, Inc.

66

✓

1991

M

M

M

M

C

Craig A. Ruppert

President and CEO of The Ruppert Companies

69

✓

2002

C

M

Daniel J. Schrider(2)

President and CEO Sandy Spring Bancorp, Inc. and Sandy Spring Bank

58

2009

M

M

Name

Occupation

Age

Independent

Director Since

Mona Abutaleb Stephenson

CEO of Medical Technology Solutions, LLC

61

✓

2015

M

M

Ralph F. Boyd

President and CEO of SOME, Inc.

67

✓

2012

C

M

M

Kenneth C. Cook

Retired. Former EVP, President of Commercial Banking at Sandy Spring Bank

63

2023

M

Mark E. Friis

Chair (former CEO) of Rodgers Consulting, Inc.

68

✓

2005

C

M

Brian J. Lemek

Owner of Lemek, LLC, a franchisee for Panera Bread bakery-cafes.

60

✓

2020

M

M

Pamela A. Little

Consultant to government contractors

70

✓

2005

C

M

M

Mark C. Michael

Incubation and entrepreneurship consultant

61

✓

2018

M

M

Mark C. Micklem

Retired. Former Managing Director and Head of Financial Services Investment Banking at Robert W. Baird & Co.

65

✓

2019

M

M

Christina B. O’Meara

President and founder of O’Meara Properties

70

✓

2020

M

Robert L. Orndorff(1)

President and founder of RLO Contractors, Inc.

67

✓

1991

M

M

M

M

C

Craig A. Ruppert

Executive Chair of The Ruppert Companies

70

✓

2002

C

M

Daniel J. Schrider(2)

President and CEO Sandy Spring Bancorp, Inc. and Sandy Spring Bank

59

2009

M

M

Ages as of March 8, 202313, 2024

(1) Lead Independent Director

(2) Board Chair

M = Member

C = Chair

BOARD COMPOSITION

GOVERNANCE HIGHLIGHTS

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently has 13 members. Under our Articles of Incorporation and Bylaws, the Board is authorized to fix the number of directors, up to a maximum of 15. The Board currently is divided into three classes, with only one class of directors being elected each year and each class serving a three-year term. The Board has approved amendments to our Articles of Incorporation to declassify the Board so that directors are elected annually by shareholders. If these amendments are approved by shareholders (see Proposal 2 on page 55), nominees will be elected for a one-year term beginning in 2024.

The Board has nominated four Class III directors for election for a three-year term expiring in 2026.2027. They are Ralph F. Boyd, Mark E. Friis, BrianC. Michael, Robert L. Orndorff, and Daniel J. Lemek, Pamela A. Little and Craig A. Ruppert. The Board has also nominated Kenneth C. Cook for a two-year term expiring in 2025.Schrider. All Class III director-nominees are incumbent directors who have been elected previously by the shareholders. Mr. Cook was appointed to the Board in October 2022 effective upon his retirement as an executive officer of the company on February 28, 2023. Each nominee has consented to be nominated and has agreed to serve, if elected. If any person nominated by the Board is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for the election of another candidate as the present Board may designate, or our Board may choose to reduce its size. 

In accordance with our bylaws, Walter C. Martz III, having attained the age of 72, will retire from board service at the close of the annual meeting.

BOARD DIVERSITY

Our Board values diversity (inclusive of gender, race and ethnicity) and seeks to include directors with a broad range of backgrounds, professional experience, perspectives and skills. In compliance with Nasdaq Listing Rules, the following chart shows the diversity of the Board:

DIRECTOR SKILLS

Our directors bring a balance of skills, qualifications and experience to their oversight of our company, as shown in the matrix below. The matrix identifies certain skills, qualifications and experience that the Board believes are relevant to our business. A director may possess other skills, qualifications and experience not indicated in the matrix that may be relevant and valuable to their service on our Board.

NOMINATION PROCESS

The Nominating and Governance Committee is responsible for identifying, evaluating, and recommending to the Board a slate of nominees for election at each annual meeting of shareholders. All director nominees are expected to exhibit high standards of integrity and independence of thought and judgment, participate in a constructive and collegial manner, and be willing to devote sufficient time to carrying out the duties and responsibilities of a director.

The Nominating and Governance Committee assesses the skill areas currently represented on the Board, as well as those skill areas represented by directors expected to retire from the Board in the near future, against the skills matrix described above. The committee also considers recommendations from members of the Board regarding skills that could improve the overall ability of the Board to carry out its function. Based on this analysis, the committee targets specific skill areas or experience as the focus of consideration for new directors to join the Board.

The Nominating and Governance Committee also considers whether the candidate would enhance the diversity of the Board in terms of gender, ethnicity, race, experience and skills.

The Nominating and Governance Committee may retain an independent search firm to assist with identifying director candidates, and individual Board members are encouraged to submit potential nominees to the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee has the sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve its fees and the other terms of its engagement. Shareholders may also submit suggestions for qualified director candidates to the Corporate Secretary at Sandy Spring Bancorp, Inc., 17801 Georgia Avenue, Olney, Maryland 20832. Submissions should include information regarding a candidate’s background, qualifications, experience and willingness to serve as a director. The Nominating and Governance Committee has not adopted any specific procedures for considering the recommendation of director nominees by shareholders but will consider shareholder nominees on the same basis as other nominees. Please see “Proposals for the 20242025 Annual Meeting of Shareholders” on page 6564 for important information for shareholders who intend to submit a director nomination for the 20242025 annual meeting of shareholders.

VOTING STANDARD FOR UNCONTESTED ELECTIONS

With respect to the election of directors, a majority of votes cast at the annual meeting is required to elect a nominee as a director. In an uncontested election, an incumbent director-nominee who fails to receive more votes “for” than “against” will promptly tender his or her resignation following certification of the shareholder vote. The Nominating and Governance Committee will consider the resignation, taking into consideration any information it deems to be appropriate and relevant, and make a recommendation to the Board, which shall promptly disclose its decision and the basis for its decision.

NOMINEES FOR ELECTION AND CONTINUING DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW AS A DIRECTOR.

CLASS III DIRECTOR-NOMINEES – FOR TERMS EXPIRING AT THE 20262027 ANNUAL MEETING

INCUMBENT CLASS III DIRECTORS – TERMS EXPIRING AT THE 2025 ANNUAL MEETING

INCUMBENT CLASS II DIRECTORS – TERMS EXPIRING AT THE 2026 ANNUAL MEETING

CORPORATE GOVERNANCE

We are committed to strong corporate governance practices that promote the long-term interests of our shareholders and strengthen the accountability of our Board and management.

Our governance framework is set forth in our Corporate Governance Guidelines, committee charters and other key governance documents, which we review and modify on a regular basis to reflect best practices, recent developments, and legal and regulatory requirements. Our Corporate Governance Guidelines, committee charters and other key governance documents are available on our website atwww.sandyspringbank.com by selecting “Investor Relations” at the top of the page, then “Governance Documents” under “Governance Information.”

DIRECTOR INDEPENDENCE

Nasdaq Listing Rules require that a majority of our directors and each member of our Audit Committee, Compensation Committee and Nominating and Governance Committee be independent. In addition, our Corporate Governance Guidelines requiresrequire that a substantial majority of our directors be independent. A director may be determined to be independent only if the Board has determined that he or she has no relationship with the company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nominating and Governance Committee advises and makes recommendations to the Board regarding director independence. After considering the committee’s recommendation, the Board affirmatively determined that all current members of the Board, other than Mr. Schrider and Mr. Cook, are independent directors and independent for purposes of the committees on which they serve in accordance with applicable Nasdaq and Securities and Exchange Commission (SEC) independence rules and requirements. The Board determined that Mr. Schrider is not independent because he is employed as our President and Chief Executive Officer and Mr. Cook is not independent because he served as an employee of the company within the past three years.

To determine the independence of the directors, the Board considered certain transactions, relationships, or arrangements between those directors, their immediate family members, or their affiliated entities, on the one hand, and the company, on the other hand. Certain directors, their respective immediate family members, and/or affiliated entities have deposit or credit relationships with, or received investment or wealth management services from, Sandy Spring Bank or one of its subsidiaries in the ordinary course of business. The Board determined that all of these transactions, relationships, or arrangements were made in the ordinary course of business, were made on terms comparable to those that could be obtained in arms’ length dealings with an unrelated third party, were not criticized or classified, non-accrual, past due, restructured or a potential problem, complied with applicable banking laws, and did not otherwise impair any director’s independence.

BOARD LEADERSHIP STRUCTURE

Our Board is led by the Chair. Under our Bylaws, the Chair is elected annually by the Board from among the directors and presides over each Board meeting and performs such other duties as may be incident to the office of the Chair.

Daniel Schrider serves as our Chair, President and Chief Executive Officer. The Board believes that combining the Chair and the Chief Executive Officer roles at this time supports clear accountability, effective decision-making and execution of corporate strategy.

The Board recognizes the importance of independent oversight over management and has created the position of Lead Independent Director, who is elected by the independent members of the Board. The responsibilities of the Lead Independent Director, as set forth in our Corporate Governance Guidelines, include:

In addition, under the charter of the Executive Committee, the Lead Independent Director chairs the committee when the Board chair is not independent.

BOARD COMMITTEES

The Board has five standing committees: Audit, Compensation, Nominating and Governance, Risk and Executive. Each committee operates under a written charter, which may be found on our investor relations website at www.sandyspringbank.com. In 2022, the Board reorganized its committee functions by transferring oversight of governance matters to the Nominating Committee and renaming it the Nominating and Governance Committee. At the same time, the Executive and Governance Committee became the Executive Committee.

BOARD OVERSIGHT OF RISK

We believe that a strong risk management culture is vital to the success of our business. To mitigate the risks inherent in our business, we foster a culture that makes managing risk everyone’s responsibility at all levels of the company.

We have implemented a formal risk management framework that establishes the program by which we identify, assess, measure, monitor, report and control risks across the company. The risk management framework is designed to link risk appetite, and related risk monitoring and reporting, with our business strategy and capital plans. The risk management framework describes our risk management approach, including the adoption of the three lines of defense risk model, and outlines our risk management governance structure, including the roles of the Board, management, lines of business and internal audit. The Risk Committee reviews the risk management framework at least annually, or more often as needed to address changes in our risk profile or risk management best practices.

We have also adopted a risk appetite statement that identifies the level of risk we are willing to accept in pursuit of our strategic objectives. Our risk appetite is articulated through qualitative statements and quantitative metrics that cover the broad array of risks relevant to the company, including credit, market, liquidity, capital, operational, strategic and reputational risks. The Board reviews and approves our risk appetite statement annually. On a quarterly basis, we evaluate the risks facing the company and our risk appetite metrics against the risk appetite statement to ensure that our operations align with our risk appetite.

The Board is responsible for overseeing our risk management processes by informing itself about our material risks and evaluating whether management has reasonable risk management and control processes in place to address those risks. The Board oversees risk management through the actions of the Board, including approval and oversight of our risk appetite statement, strategic plan, capital plan and financial plan, and the activities of its committees.

Board Oversight of Cybersecurity Risk

Our Board recognizes our responsibility to protect the data provided by our clients and employees, understands how cyber risks could disrupt our operations, and is cognizant of the increasing risks and threats associated with the use of digital technology. Through the efforts of the Risk Committee, the Board oversees our continuing efforts to strengthen our information security infrastructure and staffing and enhance our technology controls and cybersecurity defenses.

As part of its oversight of operational risk, the Risk Committee is responsible for the oversight of information security and cybersecurity risk management. Our Chief Information Security Officer regularly reports to the Risk Committee on security events, testing, training, audits, new system assessments and vendor performance. These reports address topics such as the threat environment and vulnerability assessments, results of penetration testing, results of key cyber risk indicators and performance metrics, and our efforts to detect, prevent and respond to internal and external critical threats. The Risk Committee receives periodic updates on information security risk, the maturity of our information security program, and updates on related investments and results. On an annual basis, the Risk Committee reviews and approves our information security program and information security policy.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERSCORPORATE RESPONSIBILITY

Strengthening our communities through our products and services, investing in our communities and serving our neighbors and friends has always been at the heart of our mission as a community financial institution. As investors and the business community coalesce around the importance of environmental, social and governance issues (ESG), we are developing anOur approach to corporate and environmental sustainability that aligns with the nature of our business and the evolution of ESG principles in the financial services industry. In 2023, we published our third Corporate Responsibility Report, which summarizes our efforts and performance on ESGcorporate responsibility and sustainability matters that we and our stakeholders view as among the most important to our business.

The Board has responsibility for overseeing policies, programs and strategies related to ESGcorporate and environmental sustainability matters and receives updates, at least annually, from management on ESGsuch matters, including investor sentiment, our Corporate Responsibility Report, and ESGrelated initiatives. Board committees also play an important role in oversight of ESGcorporate and environmental sustainability matters. The Nominating and Governance Committee oversees our policies and practices on significant issues of corporate social responsibility and sustainability. The Compensation Committee assists the Board in the oversight of our human capital management strategy, including strategies and initiatives on diversity, equity, and inclusion, employee well-being and engagement.

BOARD SELF-ASSESSMENT

The Board has established an annual self-assessment process that evaluates a different aspect of the Board’s effectiveness each year. On a rotating basis, the directors evaluate the Board as a whole, the Board committees, and individual director performance. The self-assessment process, which is managed by the Nominating and Governance Committee, involves completion of annual surveys, review and discussion of the results of the surveys by both the committee and the Board, as well as with individual directors in the case of peer evaluations, and communication of feedback to management to improve policies, processes and procedures to support Board and committee effectiveness. In 2022,2023, the Board completed an evaluation of individual director performance.Board committees.

BOARD EDUCATION

We believe that continuing director education is essential to the ability of directors to fulfill their roles. We provide both internal and external educational opportunities and association memberships for our directors. We encourage directors to participate in external continuing director education programs, and we reimburse directors for their expenses associated with such activities. Continuing director education also is provided during Board meetings and as stand-alone information sessions outside of meetings. Our Board hears from management as well as from subject matter experts on corporate governance and other matters relevant to Board service, including matters related to the financial services industry.

BOARD AND COMMITTEE MEETING ATTENDANCE

During 2022,2023, the Board held nine regular meetings and one special meeting.meetings. In 2022,2023, directors attended 96%98% of total Board and committee meetings, and each of the directors attended at least 75% of the total meetings of the Board and the committees on which he or she served in 2022.