Shore Bancshares Inc SEC Filings

Shore Bancshares, Inc. reported that its President and CEO James M. Burke, Executive Vice President and CFO Charles S. Cullum, and Executive Vice President and COO Donna J. Stevens have become participants in a new Change in Control Severance Plan. The plan is designed to keep key leaders focused on their roles if there is a potential or actual change in control of the company.

Under the plan, an executive who experiences a "Qualifying Termination" within 24 months after a change in control—either being terminated without cause or resigning for defined "Good Reason" such as a material pay cut, reduced responsibilities, or a relocation of more than thirty miles—will receive severance benefits. These include a lump sum cash payment based on a severance multiplier applied to base pay plus target bonus, and a lump sum cash payment tied to COBRA health premiums for a defined period.

Mr. Burke has a severance multiplier of three, while Mr. Cullum and Ms. Stevens each have a multiplier of two. Mr. Burke is also subject to a one-year non-compete and one-year non-solicitation of employees and customers, while Mr. Cullum and Ms. Stevens are subject to a one-year non-solicitation. The new plan replaces severance rights under other individual arrangements for participating executives.

Shore Bancshares Inc. (SHBI) reported an equity award to its Executive Vice President and Chief Financial Officer, Charles S. Cullum. On 11/19/2025, he received 12,571 restricted stock units (RSUs), each representing a contingent right to one share of SHBI common stock at an exercise price of $0. These RSUs vest in three annual installments beginning on November 19, 2026, the first anniversary of the grant date.

Following this grant, Cullum beneficially owns 29,800 RSUs, which vest on multiple dates in 2026, 2027 and 2028 according to a detailed schedule. The holding is reported as direct ownership.

Shore Bancshares Inc. (SHBI) executive Aaron Michael Kaslow, EVP and Chief Legal Officer, reported new holdings in company stock. On November 18, 2025, he purchased 6,500 shares of SHBI common stock in an open market transaction at a price of $15.56 per share, bringing his directly held common stock position to 6,500 shares.

On November 19, 2025, he was also granted 8,800 restricted stock units (RSUs), each representing a right to receive one share of SHBI common stock. These RSUs vest in three annual installments beginning November 19, 2026, with 2,933 units vesting in 2026, 2,933 in 2027, and 2,934 in 2028.

Shore Bancshares (SHBI) entered into Subordinated Note Purchase Agreements and completed a private placement of $60.0 million in 6.25% fixed-to-floating rate subordinated notes due 2035. The notes were sold at 100% of face value and proceeds are intended for general corporate purposes and repayment of existing indebtedness.

The notes pay a 6.25% fixed rate semi-annually to but excluding November 15, 2030, then reset quarterly to three-month SOFR + 288 bps to maturity or earlier redemption. The company may redeem on or after November 15, 2030, in whole or in part, subject to prior regulatory approval as required. The notes are unsecured, subordinated, not convertible, not subject to a sinking fund, and are intended to qualify as Tier 2 capital.

Shore Bancshares entered into Registration Rights Agreements to provide for an exchange into registered notes with substantially the same terms; failure to meet those obligations would require payment of additional interest.

Shore Bancshares (SHBI): insider activity — Director John A. Lamon reported acquiring common stock on 11/07/2025. He purchased 200 shares at $15.92 per share, increasing his direct beneficial ownership to 62,378 shares. The filing states the increase reflects an exempt acquisition under the Shore Bancshares Dividend Reinvestment Plan pursuant to Rule 16a-11.

Shore Bancshares, Inc. reported Q3 2025 results with net income of $14,348 and diluted EPS of $0.43. Net interest income rose to $48,655 as loan interest and deposit interest on other banks increased, while total interest expense declined versus last year. The provision for credit losses was $2,992, reflecting portfolio growth and credit costs.

Noninterest income was $7,701 led by mortgage banking revenue of $1,278 and interchange credits of $1,858. Noninterest expense totaled $34,379, with higher software and data processing offset by lower FDIC premiums and fraud losses. The quarterly dividend paid per common share was $0.12.

On the balance sheet, loans held for investment were $4,882,969 with an allowance for credit losses of $59,554 and nonaccrual loans of $24,378. Total deposits were $5,528,165 and stockholders’ equity was $577,207. Year‑to‑date, net income reached $43,619 and operating cash flows provided $53,913, while investing used $(83,940) and financing used $(13,311).

Shore Bancshares (SHBI) furnished an investor presentation as Exhibit 99.1 under Regulation FD (Item 7.01) for use in potential meetings with investors and analysts.

The materials are furnished, not deemed filed under Section 18 of the Exchange Act, and are not incorporated by reference unless expressly set forth by specific reference. The company states it does not undertake to update the presentation.

Shore Bancshares (SHBI) reported an insider ownership update. A Form 3 was filed for Aaron Michael Kaslow, who serves as EVP, Chief Legal Officer. As of the event date 10/20/2025, the filing states no securities are beneficially owned. The submission was made by attorney-in-fact via a Power of Attorney.

Shore Bancshares, Inc. furnished an 8-K announcing it issued a press release with results of operations and financial condition for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1 and dated October 23, 2025.

The disclosure was made under Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits) and is expressly stated as furnished, not filed, and therefore not subject to Section 18 liability. Shore Bancshares’ common stock trades on the NASDAQ Global Select Market under the symbol SHBI.