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

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.

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

Argus Feb 19 session

-0.56% close to close Open Argus

Details

News Market Reaction – SHBI

On Feb 19, the day this news came out, SHBI closed 0.56% below the previous close.

Data tracked by StockTitan Argus for the Feb 19 session.

Market Context

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 Figures

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

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

Historical Context

4 past events · Latest: Jan 28

4 events

1. Jan 28

   Q4 and annual results

   24h Move

   +0.4%

   Q4 and full-year 2025 net income growth and efficiency gains.

2. Nov 13

   Subordinated notes offering

   24h Move

   -0.8%

   $60M 6.25% subordinated notes due 2035 private placement.

3. Nov 03

   Dividend declaration

   24h Move

   +0.5%

   Quarterly dividend of $0.12 per share announcement.

4. Oct 23

   Q3 2025 results

   24h Move

   -0.9%

   Mixed Q3 2025 results with higher income and rising credit stress.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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. How Rhea-AI works. Not financial advice.

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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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.