---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-122644"
form_type: "8-K"
ticker: null
cik: "0000832090"
company_name: "PARTNERS BANCORP"
filed_at: "2023-12-01T23:59:59+00:00"
generated_at: "2026-06-07T19:43:35.392064+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Partners Bancorp completes merger with LINKBANCORP; shares converted at 1.150:1 ratio

## Summary
- Merger effective Nov 30, 2023: Partners merged into LINK, with LINK as surviving entity.
- Each share of Partners Common Stock converted into 1.150 shares of LINK Common Stock.
- Partners Common Stock delisted from Nasdaq; trading suspended at close Nov 30, 2023.
- All ten Partners directors resigned and appointed to LINK board; Turner appointed Vice Chairman.
- Partners executive officers ceased; LINK assumed control.

## SEC filing metadata
- accession: 0001104659-23-122644
- form_type: 8-K
- cik: 0000832090
- company_name: PARTNERS BANCORP
- filed_at: 2023-12-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/tm2331789d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-122644
- JSON: https://secwatch.observer/filing/0001104659-23-122644.json
- Plain text: https://secwatch.observer/filing/0001104659-23-122644.txt

## Key facts
- Executive change
  Kenneth R. Lehman resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  David Doane resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Jeffrey F. Turner was appointed as Vice Chairman at PARTNERS BANCORP.
  - Action: appointed
  - Role: Vice Chairman
  source text: Mr. Turner, the Chairman of the Board of Partners prior to the Effective Time, was appointed Vice Chairman of LINK.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Jeffrey F. Turner resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Robert C. Wheatley resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  John W. Breda was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Mona D. Albertine resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Michael W. Clark resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  George P. Snead resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Michael W. Clark was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Lloyd B. Harrison, III resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  George P. Snead was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  James A. Tamburro resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Lloyd B. Harrison, III was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  James A. Tamburro was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Jeffrey F. Turner was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Robert C. Wheatley was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  John W. Breda resigned as Director at PARTNERS BANCORP.
  - Action: resigned
  - Role: Director
  source text: each of Partners’ ten (10) directors resigned from the board of directors of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Kenneth R. Lehman was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  David Doane was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Executive change
  Mona D. Albertine was appointed as Director at PARTNERS BANCORP.
  - Action: appointed
  - Role: Director
  source text: Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- Governance Changes
  PARTNERS BANCORP: Partners ceased to exist upon merger; its articles and bylaws ceased to be in effect by operation of law.
  - Change: bylaw amendment
  source text: As a result of the Merger, at the Effective Time, Partners ceased to exist and the Articles of Incorporation and the Bylaws of Partners ceased to be in effect by operation of law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm
- M&A Transactions
  PARTNERS BANCORP underwent a change of control involving LINKBANCORP, Inc. for 1.150 shares of LINK Common Stock per share of Partners Common Stock (closed 2023-11-30).
  - Action: change of control
  - Counterparty: LINKBANCORP, Inc.
  - Consideration: 1.150 shares of LINK Common Stock per share of Partners Common Stock
  - Closing: 2023-11-30
  source text: (“Partners Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Partners or LINK, was converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock” and such consideration, the “Merger Consideration”). Holders of Partners
  evidence_url: https://www.sec.gov/Archives/edgar/data/832090/000110465923122644/0001104659-23-122644-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.