--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-077421" form_type: "8-K" ticker: null cik: "0000855874" company_name: "COMMUNITY FINANCIAL CORP /MD/" filed_at: "2023-07-03T23:59:59+00:00" generated_at: "2026-06-13T13:34:26.344133+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # TCFC completes merger of equals with Shore Bancshares; combined company has ~$6B in assets ## Summary - Each TCFC share converted into 2.3287 SHBI shares; former TCFC shareholders own ~40% of combined company. - Combined company has $6.0B assets, $4.5B loans, $5.1B deposits; operates across MD, VA, DE. - TCFC stock delisted from Nasdaq as of July 3, 2023. - Combined board of 20 directors includes 8 former TCFC directors. - Systems integration expected in Q3 2023; branches will operate under Shore United brand. ## SEC filing metadata - accession: 0001104659-23-077421 - form_type: 8-K - cik: 0000855874 - company_name: COMMUNITY FINANCIAL CORP /MD/ - filed_at: 2023-07-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/tm2320407d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-077421 - JSON: https://secwatch.observer/filing/0001104659-23-077421.json - Plain text: https://secwatch.observer/filing/0001104659-23-077421.txt ## Key facts - Executive change Louis P. Jenkins, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change Michael B. Adams departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change Joseph V. Stone, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change Rebecca M. McDonald departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change James M. Burke departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change Mary Todd Peterson departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change E. Lawrence Sanders, III departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Executive change Austin J. Slater, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/. - Action: ceased serving - Role: Director source text: each of TCFC’s directors and executive officers ceased serving in such capacities evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Governance Changes COMMUNITY FINANCIAL CORP /MD/: SHBI amended its articles of incorporation to increase authorized shares from 35,000,000 to 50,000,000 (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 (the “ Articles of Amendment ”). The Articles of Amendment became effective on July 1, 2023, immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - Governance Changes COMMUNITY FINANCIAL CORP /MD/: SHBI amended its bylaws to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities. - Change: bylaw amendment source text: Effective immediately prior to the Effective Time, 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/855874/000110465923077421/0001104659-23-077421-index.htm - Governance Changes COMMUNITY FINANCIAL CORP /MD/: TCFC's articles of incorporation and bylaws ceased to be in effect by operation of law due to the merger. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation of TCFC and the Amended and Restated Bylaws of TCFC ceased to be in effect by operation of law. evidence_url: https://www.sec.gov/Archives/edgar/data/855874/000110465923077421/0001104659-23-077421-index.htm - M&A Transactions COMMUNITY FINANCIAL CORP /MD/ underwent a change of control involving Shore Bancshares, Inc. for 2.3287 shares of SHBI common stock (closed 2023-07-01). - Action: change of control - Counterparty: Shore Bancshares, Inc. - Consideration: 2.3287 shares of SHBI common stock - 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/855874/000110465923077421/0001104659-23-077421-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.