--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-077307" form_type: "8-K" ticker: "SHBI" cik: "0001035092" company_name: "SHORE BANCSHARES INC" filed_at: "2023-07-03T23:59:59+00:00" generated_at: "2026-06-13T13:02:57.024117+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Shore Bancshares completes merger of equals with TCFC; combined assets ~$6B ## Summary - Each TCFC share converted into 2.3287 SHBI shares; total ~13.3M SHBI shares issued. - Combined company has ~$6.0B assets, ~$4.5B loans, ~$5.1B deposits; operates as Shore United. - James M. Burke named President & CEO; Lloyd Beatty resigned and will consult for 6 months. - SHBI assumed ~$32.4M of TCFC debt: $20M sub notes due 2030, $7.2M and $5.2M trust preferred. - Board expanded to 20 directors (12 from SHBI, 8 from TCFC); Austin Slater appointed Vice Chair. ## SEC filing metadata - accession: 0001104659-23-077307 - form_type: 8-K - ticker: SHBI - cik: 0001035092 - company_name: SHORE BANCSHARES INC - filed_at: 2023-07-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 2.03, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/tm2320345d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-077307 - JSON: https://secwatch.observer/filing/0001104659-23-077307.json - Plain text: https://secwatch.observer/filing/0001104659-23-077307.txt ## Key facts - Executive change James M. Burke was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Louis P. Jenkins, Jr. was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Austin J. Slater, Jr. was appointed as Vice Chairman at SHORE BANCSHARES INC. - Action: appointed - Role: Vice Chairman source text: Austin J. Slater, Jr., the former chairman of the TCFC board of directors, was appointed as the Vice Chairman of the SHBI Board and the Shore United Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change E. Lawrence Sanders, III was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Jeffrey E. Thompson resigned as Director at SHORE BANCSHARES INC. - Action: resigned - Role: Director source text: Lloyd L. Beatty, Jr. and Jeffrey E. Thompson tendered their resignations as a member of the SHBI Board and Shore United Board and from all committees of the SHBI Board and Shore United Board, in each case effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Michael B. Adams was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Joseph V. Stone, Jr. was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Rebecca M. McDonald was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Mary Todd Peterson was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Austin J. Slater, Jr. was appointed as Director at SHORE BANCSHARES INC. - Action: appointed - Role: Director source text: As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Executive change Lloyd L. Beatty, Jr. resigned as Director at SHORE BANCSHARES INC. - Action: resigned - Role: Director source text: Lloyd L. Beatty, Jr. and Jeffrey E. Thompson tendered their resignations as a member of the SHBI Board and Shore United Board and from all committees of the SHBI Board and Shore United Board, in each case effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Governance Changes SHORE BANCSHARES INC: Increased authorized shares of common stock from 35 million to 50 million (effective 2023-07-01). - Change: charter amendment - Effective: 2023-07-01 source text: SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - Governance Changes SHORE BANCSHARES INC: Amended bylaws to add position and duties of Vice Chairman of the Board. - Change: bylaw amendment source text: SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm - M&A Transactions SHORE BANCSHARES INC completed an acquisition involving The Community Financial Corporation for 2.3287 shares of SHBI Common Stock per share of TCFC Common Stock, plus cash in lieu of fractional shares (closed 2023-07-01). - Action: acquisition - Counterparty: The Community Financial Corporation - Consideration: 2.3287 shares of SHBI Common Stock per share of TCFC Common Stock, plus cash in lieu of fractional shares - Closing: 2023-07-01 source text: the Merger Agreement, each share of TCFC common stock, par value $0.01 per share (“ TCFC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “ Exchange Ratio ”) of SHBI common stock, par value $0.01 per share (“ SHBI Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923077307/0001104659-23-077307-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.