What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-10 · 135 added, 113 removed, 51 unchanged (83% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files under the Exchange Act with the SEC, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer (“PEO”) and its principal financial officer (“PFO”), as appropriate, to allow for timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls and procedures as of December 31, 2024 was carried out under the supervision and with the participation of management, including the PEO and the PFO.

Based on the evaluation, the Company’s management, including the PEO and the PFO, concluded that our disclosure controls and procedures were effective at the reasonable assurance level at December 31, 2024.

Disclosure Controls and Procedures

As required by SEC rules, the Company’s management evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as define Exchange Act Rules 13a-15(f) and 15d-15(f)) as of December 31, 2025.

The Company’s chief executive officer and chief financial officer participated in the evaluation.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures as of December 31, 2025 were effective.

Management’s annual report on internal control over financial reporting is located on page 55 of this report.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has performed an evaluation and testing of the Company’s internal control over financial reporting as of December 31, 2024.

Management’s report on the Company’s internal control over financial reporting is included in Part II, Item 8.

of this Annual Report on Form 10-K.

Crowe, LLP, the independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, issued an audit report on the Company’s internal control over financial reporting as of December 31, 2024.

Such attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 is included in Part II, Item 8.

of this Annual Report on Form 10-K.

There were no changes in the Company’s internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

During three months ended December 31, 2024, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2025, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Our Code of Ethics is available on our corporate website at www.shorebancshares.com under the “Governance Documents” link.

Shareholders can also obtain a written copy of the Code of Ethics, free of charge, upon request to:

Colender, Secretary, Shore Bancshares, Inc., 18 East Dover Street, Easton, Maryland 21601 or (410) 763-7800.

Any future changes or amendments to the Code of Ethics and any waiver that applies to one of our senior financial officers or a member of the Board will be posted to our website.

The information required by this item with respect to our directors and certain corporate governance practices is contained in our Proxy Statement for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2024.

Such information is incorporated herein by reference.

If we make any substantive amendments to the Code of Ethics or grant any waiver that applies to one of our senior financial officers or a member of the Board, we will disclose the nature of the amendments or waiver on our website or in a current report on Form 8-K.

The Company has adopted an insider trading policy applicable to its directors, officers and employees governing the purchase, sale and other dispositions of the Company’s securities.

The Company believes that the insider trading policy is reasonably designed to promote compliance with applicable U.S.

federal securities laws and the listing standards of the Nasdaq Stock Market relating to insider trading.

The insider trading policy is filed as Exhibit 19 to this report.

The information required by this item and not included herein is incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2025.

Information regarding executive officers is included under the caption “Executive Officers” on page 12 of this report.

EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year.

The information required by this Item is incorporated herein by reference to our Proxy Statement, which will be filed with the SEC within 120 days after the end of the Company’s fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item regarding security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year.

The information required by this Item is incorporated by reference to our Proxy Statement, which will be filed with the SEC within 120 days after the end of the Company’s fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to our Proxy Statement, which will be filed with the SEC within 120 days after the end of the Company’s fiscal year.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements 65

(a)(3) and (b) Exhibits required to be filed by Item 601 of Regulation S-K:

1 unchanged sentence

FORM 10-K SUMMARY

2.1 Agreement and Plan of Merger, dated as of March 3, 2021, between Shore Bancshares, Inc.

and Severn Bancorp, Inc.

Description Where Filed

Amended and Restated Articles of Incorporation

Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on December 14, 2000

3.1(b) Articles of the Amendment of Amended and Restated Articles of Incorporation

Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 3, 2023

3.2 Third Amended and Restated By-Laws

Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 5, 2024

4.1 Description of Registrant’s Securities

Incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K filed on March 15, 2024

2.2 Agreement and Plan of Merger, dated as of December 14, 2022, between Shore Bancshares, Inc.

and The Community Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on December 14, 2022 ).

3.1(i) Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on December 14, 2000 ).

Articles of the Amendment of Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 3, 2023 ).

Articles Supplementary relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated by reference Exhibit 4.1 of the Company’s Form 8-K filed on January 13, 2009 ).

Articles Supplementary relating to the reclassification of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, as common stock (incorporated by reference Exhibit 3.1(i) of the Company’s Form 8-K filed on June 17, 2009 ).

3.2 Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Form 10 - Q filed on August 9 , 202 4 ).

4.1 Description of Registrant’s Securities ( incorporated by reference to Exhibit 4.1 of the Company ’ s Form 10-K filed on March 15, 202 4 ).

4.2 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form S-3 filed on June 25, 2010 ).

10.1 Shore Bancshares, Inc.

Management Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 21, 2010 ).

10.2 Shore Bancshares, Inc.

Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on February 14, 2007 ).

10.3 Shore Bancshares, Inc.

2006 Stock and Incentive Compensation Plan (incorporated by reference to Appendix A of the Company’s 2006 definitive proxy statement filed on March 24, 2006 ).

10.4 Form of Restricted Stock Award Agreement under the 2006 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 11, 2007 ).

10.5 Form of Performance Share/Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2015).

10.6 Shore Bancshares, Inc.

2016 Stock and Incentive Compensation Plan (incorporated by reference to Appendix A of the Company’s 2016 definitive proxy statement filed on March 15, 2016 ).

10.7 Form of Restricted Stock Award Agreement under the 2016 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed on March 13, 2020).

10.8 Form of Restricted Stock Units Award under the 2016 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K filed on March 13, 2020).

10.9 Change in Control Agreement, dated November 2, 2018 between Shore United Bank and Lloyd L.

(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 2, 2018 ).

10.10 Change in Control Agreement, dated November 2, 2018 between Shore United Bank and Donna J.

Stevens (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November 2, 2018 ).

10.11 Supplemental Executive Retirement Plan for Lloyd L.

( i ncorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 25, 2019).

10.12 Supplemental Executive Retirement Plan for Donna J.

Stevens ( i ncorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on July 25, 2019).

10.13 2019 Deferred Compensation Plan (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on March 13, 2020).

4.2 Form of Common Stock Certificate

Incorporated by reference to Exhibit 4.1 of the Company’s Form S-3 filed on June 25, 2010

10.1(a)* Shore Bancshares, Inc.

2016 Stock and Incentive Compensation Plan

Incorporated by reference to Appendix A of the Company’s 2016 definitive proxy statement filed on March 15, 2016

10.1(b)* Form of Restricted Stock Award Agreement under the 2016 Stock and Incentive Compensation Plan

Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed on March 13, 2020

10.1(c)* Form of Restricted Stock Units Award under the 2016 Stock and Incentive Compensation Plan

Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K filed on March 13, 2020

10.2(a)* Shore Bancshares, Inc.

2025 Equity Incentive Plan

Incorporated by reference to Appendix A to the Company’s 2025 definitive proxy statement filed on April 15, 2025

10.2(b)* Form of Time-based Restricted Stock Unit Agreement

Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No.

10.2(c)* Form of Performance Stock Unit Agreement

Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No.

10.2(d)* Form of Restricted Stock Award Agreement

Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 (File No.

10.2(e)* Form of Restricted Stock Unit Agreement (Director)

Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 (File No.

10.3(a)* 2019 Deferred Compensation Plan

Incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K filed on March 13, 2020

10.3(b)* First Amendment to the Shore Bancshares, Inc.

Deferred Compensation Plan

Filed herewith

10.4* Consulting Agreement, dated as of October 31, 2021, by and between Alan J.

Hyatt and Shore United Bank (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2021 ).

10.15 Assumption and Amendment of Employment Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.

Burke (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 3, 2023 ).

10.16 Assumption and Amendment of Employment Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.

Capitani (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 3, 2023 ).

10.18 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.

Burke (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 3, 2023 ).

10.19 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.

Capitani (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on July 3, 2023 ).

10.20 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.

and Donna Stevens (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on July 3, 2023 ).

10.21 The Community Financial Corporation 2015 Equity Compensation Plan (as assumed by the Company effective July 3, 2023) (incorporated by reference to Appendix A in the Definitive Proxy Statement of The Community Financial Corporation filed with the Commission on March 25, 2015 ).

10.22 First Amendment to Supplemental Executive Retirement Plan for Donna J.

Stevens (filed herewith ).

19 Insider Trading Policy (filed herewith ).

Hyatt and Shore United Bank

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2021

10.5* The Community Financial Corporation 2015 Equity Compensation Plan (as assumed by the Company effective July 3, 2023)

Incorporated by reference to Appendix A in the Definitive Proxy Statement of The Community Financial Corporation (SEC File No.

001-36094) filed with on March 25, 2015

10.6(a)* Shore Bancshares, Inc.

Change in Control Severance Plan

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 17, 2025

10.6(b)* Form of Participation Agreement for Change in Control Severance Plan

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 17, 2025

10.7* Split-dollar Life Insurance Agreement with James M.

Incorporated by reference to Exhibit 10.38 to the Form 10-K of The Community Financial Corporation (SEC File No.

001-36094) filed on March 10, 2016

10.8* Salary Continuation Agreement between James M.

Burke and Community Bank of the Chesapeake, dated August 21, 2006, and amended and restated in its entirety on April 30, 2018

Incorporated by reference to Exhibit 10.10 to the Form 10-Q of The Community Financial Corporation (SEC File No.

001-36094) filed on May 10, 2018

Description Where Filed

10.9* Amended and Restated Supplemental Executive Retirement Plan Agreement, dated January 1, 2011, First Amendment to the Supplemental Executive Retirement Plan dated January 1, 2011, and amended and restated on April 30, 2018, with James M.

Incorporated by reference to Exhibit 10.15 to the Form 10-Q of The Community Financial Corporation (SEC File No.

001-36094) filed on May 10, 2018

10.10* Amended and Restated Supplemental Executive Retirement Plan agreement, dated November 1, 2014, as amended and restated on April 30, 2018, with James M.

Incorporated by reference to Exhibit 10.20 to the Form 10-Q of The Community Financial Corporation (SEC File No.

001-36094) filed on May 10, 2018

10.11* Amended and Restated Supplemental Executive Retirement Plan agreement, dated November 1, 2014, as amended and restated on April 30, 2018, with Christy Lombardi

Incorporated by reference to Exhibit 10.23 to the Form 10-Q of The Community Financial Corporation (SEC File No.

001-36094) filed on May 10, 2018

10.12(a)* Supplemental Executive Retirement Plan for Donna J.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on July 25, 2019

10.12(b)* First Amendment to Supplemental Executive Retirement Plan for Donna J.

Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K filed on March 10, 2025

10.13* Split Dollar Life Insurance Agreement with Donna J.

Stevens dated August 26, 2019

Filed herewith

10.14* Endorsement Method Split Dollar Plan Agreement 2014 with Christy Lombardi

Filed herewith

10.15* Endorsement Method Split Dollar Plan Agreement with Christy Lombardi

Filed herewith

19 Insider Trading Policy

Filed herewith

21 Subsidiaries of the Company (included in the “BUSINESS—General” section of Item 1 of Part I of this Annual Report on Form 10-K)

23.1 Consent of Crowe LLP

Filed herewith

23.2 Consent of Yount, Hyde & Barbour, P.C.

Filed herewith

31.1 Certifications of the PEO pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Filed herewith

31.2 Certifications of the PFO pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Filed herewith

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

Filed herewith

97 Shore Bancshares, Inc.

Clawback Policy ( incorporated by reference to Exhi bit 9 7.0 of the Company ’ s Form 10-K filed on March 15, 2024).

Clawback Policy

Incorporated by reference to Exhibit 97.0 of the Company’s Form 10-K filed on March 15, 2024

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____________________________________

*Management contract or compensatory plan or arrangement filed pursuant to Item 15(b) of this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Burke /s/ Michael B.

Burke Michael B.

Adams, Director

Burke /s/ David S.

Burke David S.

Jones, Director

Director, President, and Chief Executive Officer March 2, 2026

(Principal Executive Officer)

March 10, 2025 /s/ David S.

Jones, Director

Capitani March 10, 2025

Executive Vice President & Chief Financial Officer /s/ Clyde V.

(Principal Financial Officer) Clyde V.

March 2, 2026 /s/ Clyde V.

Kelly, III, Director

/s/Charles S.

Cullum March 2, 2026

Executive Vice President & Chief Financial Officer /s/ John A.

(Principal Financial Officer) John A.

Lamon, Director

March 2, 2026 March 2, 2026

Hyatt /s/ David W.

Hyatt, Chairman of the Board David W.

Moore, Director

Hyatt /s/ Rebecca Middleton McDonald

Hyatt, Chairman of the Board Rebecca Middleton McDonald, CPA, Director

March 2, 2026 March 2, 2026

/s/ Austin J.

Slater, Jr., Vice Chair & Lead Independent Director Dawn M.

Willey, Director

Slater, Jr., Vice Chair & Lead Independent Director David W.

Moore, Director

March 2, 2026

/s/ Michael B.

Larry Sanders, III

Adams, Director E.

Larry Sanders, III, Director

March 2, 2026 March 2, 2026

Lamon, III /s/ R.

Michael Clemmer, Jr.

Lamon, Director R.

Michael Clemmer, Jr., Director

March 10, 2025 March 10, 2025

Mason, III /s/ Konrad M.

Mason, III, Director Konrad M.

Wayson, Director

/s/ Esther A.

Michael Clemmer, Jr., Director Esther A.

Streete, Director

March 2, 2026 March 2, 2026

/s/ William E.

Esham, III /s/ Louis P.

Esham, Director Louis P.

Jenkins, Jr., Director

March 10, 2025 March 10, 2025

/s/ Esther A.

Streete /s/ Rebecca Middleton McDonald

Streete, Director Rebecca Middleton McDonald, CPA, Director

Esham, III /s/ Konrad M.

Esham, Director Konrad M.

Wayson, Director

March 2, 2026 March 2, 2026

/s/ Mary Todd Peterson /s/ E.

Larry Sanders, III

Mary Todd Peterson, Director E.

Larry Sanders, III, Director

Jenkins, Jr., Director Dawn M.

Willey, Director

March 2, 2026 March 2, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures