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Shore Bancshares (NASDAQ: SHBI) adopts new Code of Ethics and Business Conduct

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Shore Bancshares, Inc. reported that its Board of Directors approved and adopted a new Code of Ethics and Business Conduct. The Code applies to all officers, directors, and employees of the company and its subsidiaries, including the principal executive, financial, and accounting officers.

The new Code results from a periodic evaluation and updates and clarifies topics covered in the prior Code and related policies, while keeping the underlying ethical principles substantively unchanged. The company states that adopting the new Code does not grant any explicit or implicit waivers from provisions of the prior Code. The full text is filed as Exhibit 14 and is also available on the company’s website under “Governance – Governance Documents.”

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Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance
The company amended or granted a waiver from its code of ethics for senior financial officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Code of Ethics and Business Conduct regulatory
"approved and adopted a new Code of Ethics and Business Conduct (the “Code”)."
A code of ethics and business conduct is a company’s written rulebook that explains the expected behavior of its leaders and employees, covering honesty, conflicts of interest, legal compliance and fair treatment. For investors it matters because a strong, enforced code helps reduce the risk of fraud, legal fines and reputational damage—much like house rules that keep a shared home orderly and predictable, protecting the value of the investment.
emerging growth company regulatory
"Emerging growth company o o Item 5.05"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
principal executive officer financial
"including but not limited to the Company’s principal executive officer, principal financial officer"
principal financial officer financial
"including but not limited to the Company’s principal executive officer, principal financial officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
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0001035092false00010350922026-05-212026-05-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2026
Shore_Bancshares_Logo.jpg
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland
000-22345
52-1974638
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(IRS Employer Identification No.)
18 E. Dover Street, Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
(410) 763-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share
SHBI
The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On May 21, 2026, the Board of Directors of Shore Bancshares, Inc. (the “Company”) approved and adopted a new Code of Ethics and Business Conduct (the “Code”). The Code is applicable to all officers, directors, and employees of the Company and its subsidiaries and affiliates, including but not limited to the Company’s principal executive officer, principal financial officer, principal accounting officer and controller.

The new Code came as a result of the periodic evaluation of the Code and updated and clarified topics previously addressed in the prior Code and other policy documents. Adoption of the new Code does not result in any waiver to any officer, director, or employee of the Company, explicit or implicit, from any provision of the prior Code. The ethical principles underlying each provision of the prior Code remain substantively unchanged.

The foregoing description of the Code is qualified in its entirety by reference to the full text of the Code attached as Exhibit 14, which is incorporated herein by reference. The Code will also be available on the Company’s website at www.shorebancshares.com under the link “Governance – Governance Documents.”
Item 9.01 Exhibits
Exhibit No.
Description
14
Code of Ethics and Business Conduct
104

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SHORE BANCSHARES, INC.
Dated: May 22, 2026
By:
/s/ James M. Burke
James M. Burke
President and Chief Executive Officer

FAQ

What did Shore Bancshares (SHBI) change in its governance in this 8-K?

Shore Bancshares adopted a new Code of Ethics and Business Conduct for all officers, directors, and employees. The update follows a periodic evaluation and clarifies and updates topics addressed in the prior Code and related policy documents while keeping the underlying ethical principles substantively unchanged.

Does the new Shore Bancshares (SHBI) Code of Ethics include any waivers?

The company states that adoption of the new Code of Ethics and Business Conduct does not result in any explicit or implicit waiver for any officer, director, or employee. The ethical principles underlying each provision of the prior Code remain substantively unchanged in the new Code.

Who is covered by Shore Bancshares’ new Code of Ethics and Business Conduct?

The new Shore Bancshares Code of Ethics and Business Conduct applies to all officers, directors, and employees of the company, its subsidiaries, and affiliates. It specifically includes the principal executive officer, principal financial officer, principal accounting officer, and controller within its scope of application.

Where can investors find Shore Bancshares’ updated Code of Ethics?

The full text of Shore Bancshares’ Code of Ethics and Business Conduct is filed as Exhibit 14 to this report. It is also available on the company’s website at www.shorebancshares.com under the “Governance – Governance Documents” section for public review.

Why did Shore Bancshares (SHBI) adopt a new Code of Ethics?

Shore Bancshares explains that the new Code of Ethics and Business Conduct resulted from a periodic evaluation of its existing Code. The update was intended to clarify and update topics previously addressed in the prior Code and other policy documents without changing the underlying ethical principles.

Filing Exhibits & Attachments

4 documents