Shore Bancshares, Inc. Announces Extension of Exchange Offer for its 6.25% Fixed-to-Floating Rate Subordinated Notes Due 2035

Rhea-AI Summary

Shore Bancshares (NASDAQ: SHBI) extended its exchange offer for up to $60.0 million aggregate principal of 6.25% fixed-to-floating subordinated notes due 2035. The offer, originally expiring Feb 18, 2026, now expires at 11:59 p.m. ET on Feb 20, 2026, unless further extended.

As of Feb 18, 2026, holders tendered $58.0 million, approximately 97% of the outstanding Old Notes. The Exchange Notes are registered under the Securities Act; terms are in the Jan 14, 2026 prospectus. Exchange agent contact: UMB Bank, N.A.

Positive

• 97% of Old Notes tendered as of Feb 18, 2026
• Exchange Notes are registered under the Securities Act, improving tradability

Negative

• Exchange offer extended to Feb 20, 2026, indicating incomplete tendering by original deadline
• Approximately $2.0 million (3%) of Old Notes remained untendered as of Feb 18, 2026

News Market Reaction – SHBI

-1.27%

1 alert

-1.27% News Effect

On the day this news was published, SHBI declined 1.27%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Exchange offer size: $60.0 million Old Notes issued: $60.0 million Tendered Old Notes: $58.0 million +5 more

8 metrics

Exchange offer size $60.0 million Aggregate principal amount of Old Notes eligible for exchange

Old Notes issued $60.0 million Aggregate principal amount issued in November 2025 private offering

Tendered Old Notes $58.0 million Aggregate principal amount tendered as of February 18, 2026

Tender participation 97% Approximate percentage of Old Notes tendered in exchange offer

Coupon rate 6.25% Fixed-to-floating rate on subordinated notes due 2035

Exchange offer expiry 11:59 p.m. ET, February 20, 2026 Extended expiration time for the exchange offer

Prior expiry 11:59 p.m. ET, February 18, 2026 Original scheduled expiration time for the exchange offer

Prospectus date January 14, 2026 Date of exchange offer prospectus and S-4 effectiveness

Market Reality Check

Price: $18.80 Vol: Volume 213,046 versus 20-...

normal vol

$18.80 Last Close

Volume Volume 213,046 versus 20-day average of 276,546 shows activity below recent norms. normal

Technical Price $19.65 is above the 200-day MA $16.64, indicating a pre-news uptrend.

Peers on Argus

SHBI was down 0.51% while key regional bank peers like BHB, HONE, WASH and other...

1 Up

SHBI was down 0.51% while key regional bank peers like BHB, HONE, WASH and others also showed negative moves, but momentum scanner data flagged only one peer and no broad sector pattern.

Historical Context

4 past events · Latest: Jan 28 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Jan 28	Q4 and annual results	Positive	+0.4%	Q4 and full-year 2025 net income growth and efficiency gains.
Nov 13	Subordinated notes offering	Neutral	-0.8%	$60M 6.25% subordinated notes due 2035 private placement.
Nov 03	Dividend declaration	Positive	+0.5%	Quarterly dividend of $0.12 per share announcement.
Oct 23	Q3 2025 results	Neutral	-0.9%	Mixed Q3 2025 results with higher income and rising credit stress.

Pattern Detected

Recent company news, including earnings and dividends, has often seen modest price reactions with a mix of aligned and divergent moves relative to the perceived news tone.

Recent Company History

Over the last few months, Shore Bancshares reported stronger results, with Q4 2025 net income of $15.9M and full-year net income of $59.5M, alongside some asset quality pressure. It completed a $60.0M subordinated notes offering intended as Tier 2 capital and maintained its dividend at $0.12 per share. Earlier, Q3 2025 results showed rising net interest income but higher nonperforming assets. Today’s exchange offer extension relates directly to the $60.0M notes issued in November 2025.

Market Pulse Summary

This announcement updates a technical step in Shore Bancshares’ capital structure, extending the exc...

Analysis

This announcement updates a technical step in Shore Bancshares’ capital structure, extending the exchange offer for its $60.0M 6.25% fixed-to-floating subordinated notes due 2035 to February 20, 2026. With $58.0M, or about 97%, of Old Notes already tendered, the change mainly affects timing rather than economics. Investors may track completion of the exchange, future use of subordinated debt, and subsequent earnings or asset-quality trends alongside this capital-structure housekeeping.

Key Terms

fixed-to-floating rate subordinated notes, exchange offer, registration statement on form s-4

3 terms

fixed-to-floating rate subordinated notes financial

"6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Old Notes")"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

exchange offer financial

"extended its offer (the "Exchange Offer") to exchange up to $60.0 million"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

registration statement on form s-4 regulatory

"filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

AI-generated analysis. Not financial advice.

EASTON, Md., Feb. 19, 2026 /PRNewswire/ -- Shore Bancshares, Inc. (the "Company") (NASDAQ: SHBI), the holding company for Shore United Bank, N.A. (the "Bank"), today announced that it had extended its offer (the "Exchange Offer") to exchange up to $60.0 million aggregate principal amount of its outstanding 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Old Notes") for an equivalent amount of its 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 registered under the Securities Act of 1933, as amended (the "Exchange Notes"). $60.0 million aggregate principal amount of Old Notes were issued and sold by the Company in November 2025 in a private offering.

The Exchange Offer, previously scheduled to expire at 11:59 p.m., Eastern Time, on February 18, 2026, will now expire at 11:59 p.m., Eastern Time, on February 20, 2026, unless further extended. $58.0 million in aggregate principal amount, or approximately 97%, of the outstanding Old Notes were tendered in the Exchange Offer as of 11:59 p.m., Eastern Time, on February 18, 2026.

The terms of the exchange offer are set forth in a prospectus dated January 14, 2026. Copies of the prospectus and the other exchange offer documents may be obtained from the exchange agent:

UMB Bank, N.A.
Attn: Corporate Trust Officer/James Henry
5555 San Felipe, Suite 870
Houston, Texas 77056
Telephone: (512) 582-5851
Email: james.henry@umb.com
Facsimile (for eligible institutions only): (512) 582-5855

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-4 (File No. 33-292291), which was declared effective on January 14, 2026.

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/shore-bancshares-inc-announces-extension-of-exchange-offer-for-its-6-25-fixed-to-floating-rate-subordinated-notes-due-2035--302692832.html

SOURCE Shore Bancshares, Inc.

FAQ

What change did Shore Bancshares (SHBI) make to the exchange offer deadline on Feb 19, 2026?

The company extended the exchange offer deadline to 11:59 p.m. ET on Feb 20, 2026. According to the company, the offer previously was set to expire at 11:59 p.m. ET on Feb 18, 2026 and may be further extended.

How much of the 6.25% notes due 2035 were tendered in Shore Bancshares' (SHBI) exchange offer?

Holders tendered $58.0 million, about 97% of the outstanding Old Notes as of Feb 18, 2026. According to the company, $60.0 million was originally issued in November 2025 in a private offering.

What are Shore Bancshares' (SHBI) Exchange Notes and why are they significant?

The Exchange Notes are identical 6.25% fixed-to-floating subordinated notes due 2035 but registered under the Securities Act. According to the company, registration may improve liquidity and transferability for holders compared with the privately issued Old Notes.

Who is the exchange agent for Shore Bancshares' (SHBI) offer and how can holders contact them?

The exchange agent is UMB Bank, N.A., Corporate Trust Officer James Henry. According to the company, holders can contact the agent by telephone at (512) 582-5851 or email at james.henry@umb.com for documents and instructions.

Was the Shore Bancshares (SHBI) exchange offer tied to a registration statement, and which form was used?

Yes. The exchange offer is part of a registration on Form S-4 (File No. 33-292291) declared effective on Jan 14, 2026. According to the company, the prospectus dated Jan 14, 2026 contains the full terms of the exchange offer.

Does Shore Bancshares' (SHBI) extension mean holders will receive different economic terms?

No immediate change to economic terms was announced; the Exchange Notes mirror the Old Notes' 6.25% fixed-to-floating structure. According to the company, the extension only affects the submission deadline for tendering Old Notes.