Shore Bancshares Files 8-K for Material Agreement

TL;DR

Shore Bancshares just signed a big deal with a new financial obligation. Details TBD.

AI Summary

On November 13, 2025, Shore Bancshares, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, headquartered in Easton, Maryland, filed a Form 8-K to report this event. Specific details regarding the agreement and the financial obligation were not disclosed in the provided text.

Why It Matters

This filing indicates Shore Bancshares, Inc. has entered into a significant agreement that creates a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a financial obligation can introduce financial risks and uncertainties for the company.

Key Players & Entities

• Shore Bancshares, Inc. (company) — Registrant
• November 13, 2025 (date) — Date of earliest event reported
• Easton, Maryland (location) — Principal executive offices
• 410-763-7800 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share SHBI The NASDAQ G
• $60.0 million — nt to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.

Filing Documents

• tm2530658d1_8k.htm (8-K) — 34KB
• tm2530658d1_ex4-1.htm (EX-4.1) — 671KB
• tm2530658d1_ex10-1.htm (EX-10.1) — 169KB
• tm2530658d1_ex10-2.htm (EX-10.2) — 141KB
• tm2530658d1_ex99-1.htm (EX-99.1) — 8KB
• tm2530658d1_8kimg001.jpg (GRAPHIC) — 7KB
• 0001104659-25-111485.txt ( ) — 1410KB
• shbi-20251113.xsd (EX-101.SCH) — 3KB
• shbi-20251113_lab.xml (EX-101.LAB) — 33KB
• shbi-20251113_pre.xml (EX-101.PRE) — 22KB
• tm2530658d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2025, Shore Bancshares, Inc. (the "Company") entered into Subordinated Note Purchase Agreements (collectively, the "Purchase Agreements") with certain qualified institutional buyers and accredited investors (collectively, the "Purchasers") pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.25% Fixed to Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Regulation D thereunder (the "Private Placement"). The Company intends to use the proceeds from the Private Placement for general corporate purposes and the repayment of existing indebtedness. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes mature on November 15, 2035 and bear interest at a fixed annual rate of 6.25%, payable semi-annually in arrears, to but excluding November 15, 2030. From and including November 15, 2030, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York ("SOFR") (provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero) plus 288 basis points, payable quarterly in arrears. The Company is entitled to redeem the Notes, in whole or in part, at any time on or after November 15, 2030, and at any time in whole,

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K and the full text of the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, are incorporated by reference into this Item 2.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 13, 2025, the Company issued a press release announcing the completion of the Private Placement, a copy of which is furnished herewith as Exhibit 99.1. The information furnished in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 4.1 Indenture, dated as of November 13, 2025, by and between Shore Bancshares, Inc. and UMB Bank, N.A., as trustee 4.2 Form of 6.25% Fixed to Floating Rate Subordinated Note due 2035 of Shore Bancshares, Inc. (included in Exhibit 4.1) 10.1 Form of Subordinated Note Purchase Agreement, dated as of November 13, 2025, by and among Shore Bancshares, Inc. and the several Purchasers identified therein 10.2 Form of Registration Rights Agreement, dated as of November 13, 2025, by and among Shore Bancshares, Inc. and the several Purchasers identified therein 99.1 Press Release, dated November 13, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: November 13, 2025 By: /s/ James M. Burke James M. Burke President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR