Shore Bancshares adopts director deferred pay plan
The prior deferred compensation plan will stop covering non-employee directors after the 2026 plan year.
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Form Type
8-K
Rhea-AI Filing Summary
Shore Bancshares, Inc. (SHBI) adopted a Deferred Compensation Plan for Non-employee Directors on September 30, 2026. It permits annual elections to defer a specified percentage of director fees and vested equity awards; participants are always 100% vested in their elective deferrals and earnings.
The company also amended its existing Deferred Compensation Plan to eliminate non-employee director participation after the 2026 plan year. The new plan is intended to comply with Section 409A of the Internal Revenue Code.
Filing Explained
Under the newly adopted director plan, deferred vested equity awards are credited to bookkeeping accounts for an equivalent number of company shares, while deferred cash is credited to accounts deemed invested in company shares; the filing describes account-based credits.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Vesting: 100%
Prior plan participation change: 2026 plan year
2 metrics
Vesting
100%
Participants are always fully vested in their elective deferrals and earnings
Prior plan participation change
2026 plan year
Non-employee director participation ends after the 2026 plan year
Key Terms
Section 409A, elective deferrals, bookkeeping account
3 terms
Section 409A regulatory
"intended to comply with the requirements of Section 409A"
elective deferrals financial
"annual elections to defer a specified percentage"
bookkeeping account financial
"credited to a bookkeeping account established in the name"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How are SHBI director deferrals credited?
Elective deferrals of equity awards are credited to a participant bookkeeping account for an equivalent number of company shares. Deferrals of cash compensation are credited to a participant account deemed invested in company stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 30, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
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 | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, the Board of Directors of Shore Bancshares, Inc. (the “Company”) adopted a Deferred Compensation Plan for Non-employee Directors. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to help build a supplemental source of savings and retirement income through pre-tax deferrals of eligible compensation, which includes director fees and equity awards. Under the Plan, the Company will provide participants with the opportunity to make annual elections to defer a specified percentage of their director fees and vested equity awards. A participant is always 100% vested in his or her own elective deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in the name of the participant with respect to an equivalent number of shares of Company stock. Elective deferrals of cash compensation are credited to a bookkeeping account established in the name of the participant and deemed invested shares of Company stock. This summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Also on September 30, 2026, the Board of Directors of the Company amended the Company’s Deferred Compensation Plan to eliminate the participation of non-employee directors after the 2026 plan year. The Deferred Compensation Plan, as amended and restated, is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 9.01 Exhibits
Exhibit No. | Description | |||||||
10.1 | Deferred Compensation Plan for Non-employee Directors | |||||||
10.2 | Deferred Compensation Plan | |||||||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
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: October 1, 2026 | By: | /s/ James M. Burke | |||||||||
James M. Burke | |||||||||||
President and Chief Executive Officer | |||||||||||