−Removed: Other Information
−Removed: The exhibits filed or furnished with this quarterly report are shown on the Exhibit List that follows the signatures to this report, which list is incorporated herein by reference.
+Added: Item 5 – Other Information
+Added: Rule 10b5-1 Trading Plans
+Added: During the quarter ended September 30, 2023, 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).
+Added: Item 6 – Exhibits.
+Added: Exhibit Number Description
+Added: 2.1 Agreement and Plan of Merger, dated as of December 14, 2022, between Shore Bancshares, Inc.
+Added: and The Community Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on December 14, 2022)
+Added: 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).
+Added: 3.1(ii) 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).
+Added: 3.1(iii) Articles Supplementary relating to the Fixed Rate Cumulative Perpetual Preferred Stock Series A (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on January 13, 2009).
+Added: 3.1(iv) Articles Supplementary relating to the reclassification of the Fixed Rate Cumulative Perpetual Preferred Stock Series A, as common stock (incorporated by reference to Exhibit 3.1(i) of the Company’s Form 8-K filed on June 17, 2009).
+Added: 3.2 Second Amended and Restated By-Laws, dated July 1, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 4.1 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed March 13, 2020).
+Added: 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).
+Added: 10.1 Assumption and Amendment of Employment Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.
+Added: Burke (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 10.2 Assumption and Amendment of Employment Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.
+Added: Capitani (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 10.3 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.
+Added: Burke (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 10.4 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.
+Added: Capitani (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 10.5 Retention Agreement, effective as of July 1, 2023, by and between Shore Bancshares, Inc.
+Added: and Donna Stevens (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on July 3, 2023).
+Added: 31.1 Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
+Added: 31.2 Certifications of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
+Added: 32 Certification s pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith).
+Added: 101 Inline Interactive Data File
+Added: 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)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema (filed herewith)
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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 thereunto duly authorized.
4 unchanged sentences
December 22, 2023
−Removed: /s/ George S.
−Removed: Vice President & Chief Financial Officer
−Removed: (Principal Accounting Officer)
−Removed: EXHIBIT INDEX
−Removed: Stipulation and Consent to the Issuance of a Consent Order with the FDIC 1
−Removed: Stipulation and Consent to the Issuance of a Consent Order with the Maryland Commissioner of Financial Regulation 1
−Removed: Consent Order issued by the Federal Deposit Insurance Corporation 1
−Removed: Acknowledgement of Adoption of the Order by the Maryland Commissioner of Financial Regulation 1
−Removed: Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
−Removed: Certifications of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
−Removed: Certification pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith).
−Removed: Interactive Data File
−Removed: Incorporated by reference from the Company’s Current Report on Form 8-K dated May 24, 2013.
+Added: Executive Vice President & Chief Financial Officer
+Added: (Principal Financial Officer)
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.