Shore Bancshares, Inc. Announces Completion of $60 Million Subordinated Notes Offering

Rhea-AI Summary

Shore Bancshares (NASDAQ: SHBI) completed a private placement of $60.0 million of 6.25% Fixed to Floating Rate Subordinated Notes due 2035 on November 13, 2025. The Notes pay a fixed 6.25% annual rate for five years, then reset quarterly to three-month SOFR + 288 bps. The Notes are intended to qualify as Tier 2 regulatory capital. Net proceeds will be used for general corporate purposes and repayment of existing indebtedness. The company agreed to registration rights to exchange the Notes for registered subordinated notes. Piper Sandler served as lead placement agent; Hovde Group served as co-placement agent. The Notes are not FDIC insured and were sold to qualified institutional buyers and accredited investors.

Positive

• $60.0 million subordinated notes issued
• Notes intended to qualify as Tier 2 capital
• Fixed 6.25% annual rate for first five years

Negative

• Post‑five‑year rate resets quarterly to 3‑month SOFR + 288 bps
• Notes are subordinated debt and not FDIC insured

EASTON, Md., Nov. 13, 2025 /PRNewswire/ -- Shore Bancshares, Inc. (the "Company") (NASDAQ: SHBI), the holding company for Shore United Bank, N.A. (the "Bank"), today announced the completion of its private placement of $60 million of its 6.25% Fixed to Floating Rate Subordinated Notes due 2035 (the "Notes") to certain qualified institutional buyers and accredited investors.

The Notes will initially bear interest at a fixed annual rate of 6.25% for the first five years and will reset quarterly thereafter to the then current three-month SOFR rate plus 288 basis points. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

The Company intends to use the net proceeds from the private placement for general corporate purposes and the repayment of existing indebtedness.

In connection with the issuance and sale of the Notes, the Company entered into a registration rights agreement with each of the purchasers of the Notes pursuant to which the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act of 1933, as amended (the "Securities Act"), with substantially the same terms as the Notes.

Piper Sandler & Co. served as the lead placement agent and Hovde Group, LLC served as the co-placement agent for the private placement. Holland & Knight LLP served as legal counsel to the Company and Kilpatrick Townsend & Stockton LLP served as legal counsel to the placement agents.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

Shore Bancshares Information

Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the parent company of Shore United Bank, N.A. Shore Bancshares engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank, N.A. Additional information is available at www.shorebancshares.com.

Forward-Looking Statements

The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions. Although these statements reflect management's good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements.

For a discussion of these risks and uncertainties, see the Company's 2024 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (https://www.sec.gov). The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

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SOURCE Shore Bancshares, Inc.

FAQ

What did Shore Bancshares (SHBI) announce on November 13, 2025 about capital raising?

Shore Bancshares completed a private placement of $60.0 million of subordinated notes due 2035 intended to qualify as Tier 2 capital.

What interest terms apply to SHBI's 6.25% subordinated notes issued November 13, 2025?

The Notes pay a fixed 6.25% annual rate for the first five years, then reset quarterly to 3‑month SOFR + 288 basis points.

How will Shore Bancshares (SHBI) use the proceeds from the $60 million notes offering?

The company intends to use net proceeds for general corporate purposes and repayment of existing indebtedness.

Do the subordinated notes issued by SHBI on November 13, 2025 carry FDIC insurance?

No. The indebtedness evidenced by the Notes is not a deposit and is not insured by the FDIC.

Who were the placement agents for Shore Bancshares' $60 million notes offering (SHBI)?

Piper Sandler & Co. served as lead placement agent and Hovde Group served as co-placement agent.