Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
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 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.
Item 9B. OTHER INFORMATION
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).
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company has adopted a Code of Ethics that applies to all of its directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. Our Code of Ethics is available on our corporate website at www.shorebancshares.com under the “Governance Documents” link. 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.
Item 11. EXECUTIVE COMPENSATION
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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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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.
Item 13. 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.
Item 14. 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.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1), (2) and (c) Financial statements and schedules:
Page
Reports of Crowe LLP, Independent Registered Public Accounting Firm 56
Report of Yount, Hyde & Barbour, P.C., Independent Registered Public Accounting Firm 58
Consolidated Balance Sheets at December 31, 2025 and 2024
59
Consolidated Statements of Income — Years Ended December 31, 2025, 2024 and 2023
60
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2025, 2024 and 2023
61
Consolidated Statements of Changes in Stockholders’ Equity — Years Ended December 31, 2025, 2024 and 2023
62
Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024 and 2023
63
Notes to Consolidated Financial Statements 65
(a)(3) and (b) Exhibits required to be filed by Item 601 of Regulation S-K:
The exhibits filed or furnished with this annual report are shown on the Exhibit Index that follows the signatures to this annual report, which index is incorporated herein by reference.
Item 16. FORM 10-K SUMMARY
None.
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EXHIBIT LIST
Exhibit No. Description Where Filed
3.1(a)
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
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. 333-287797)
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. 333-287797)
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. 333-287797)
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. 333-287797)
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
10.5* 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. Burke
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
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Exhibit No. 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. Burke
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. Burke
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. Stevens
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. Stevens
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 Exhibit 97.0 of the Company’s Form 10-K filed on March 15, 2024
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________________________
*Management contract or compensatory plan or arrangement filed pursuant to Item 15(b) of this report.
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SIGNATURES
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.
SHORE BANCSHARES, INC.
Date: March 2, 2026
By: /s/ James M. Burke
James M. Burke
President and Chief Executive Officer
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.
/s/ James M. Burke /s/ David S. Jones
James M. Burke David S. Jones, Director
Director, President, and Chief Executive Officer March 2, 2026
(Principal Executive Officer)
March 2, 2026 /s/ Clyde V. Kelly, III
Clyde V. Kelly, III, Director
/s/Charles S. Cullum March 2, 2026
Charles S. Cullum
Executive Vice President & Chief Financial Officer /s/ John A. Lamon, III
(Principal Financial Officer) John A. Lamon, Director
March 2, 2026 March 2, 2026
/s/ Alan J. Hyatt /s/ Rebecca Middleton McDonald
Alan J. Hyatt, Chairman of the Board Rebecca Middleton McDonald, CPA, Director
March 2, 2026 March 2, 2026
/s/ Austin J. Slater, Jr.
Austin J. Slater, Jr., Vice Chair & Lead Independent Director David W. Moore, Director
March 2, 2026
March 2, 2026
/s/ Michael B. Adams /s/ E. Larry Sanders, III
Michael B. Adams, Director E. Larry Sanders, III, Director
March 2, 2026 March 2, 2026
/s/ R. Michael Clemmer, Jr. /s/ Esther A. Streete
R. Michael Clemmer, Jr., Director Esther A. Streete, Director
March 2, 2026 March 2, 2026
/s/ William E. Esham, III /s/ Konrad M. Wayson
William E. Esham, Director Konrad M. Wayson, Director
March 2, 2026 March 2, 2026
/s/ Louis P. Jenkins, Jr. /s/ Dawn M. Willey
Louis P. Jenkins, Jr., Director Dawn M. Willey, Director
March 2, 2026 March 2, 2026
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