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Section 1: 8-K (FORM 8-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 1, 2020

 

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland 000-22345 52-1974638
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation or organization)   Identification No.)

 

18 E. Dover Street, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (410) 763-7800

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock SHBI NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01.Regulation FD Disclosure

 

On September 1, 2020, Shore Bancshares, Inc. (the “Company”) , the holding company of Shore United Bank, issued a press release announcing the reinstatement of its stock repurchase program, as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01.Other Events.

 

On September 1, 2020, the Company announced that it had reinstated its common stock repurchase program. The Company previously announced in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 that it’s repurchase program was placed on hold due to the COVID-19 pandemic and the economic disruption that ensued. Under the repurchase program, management is authorized to repurchase up to $10.0 million, or approximately 5%, of the outstanding shares of the Company’s common stock. As of August 31, 2020, the Company had purchased 278,700 of its common shares under the stock repurchase program. The Company has approximately $5.5 million remaining of the total authorized $10.0 million to repurchase additional shares of the Company’s common stock. The program may be limited or terminated at any time without prior notice. The program will expire on December 31, 2020.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1Press Release, dated September 1, 2020
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

 

  SHORE BANCSHARES, INC.
   
Dated: September 1, 2020 By:  /s/ Lloyd L. Beatty, Jr.
    Lloyd L. Beatty, Jr.
President and Chief Executive Officer

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

Shore Bancshares Announces the Reinstatement of its Stock Repurchase Program

 

EASTON, Md., September 1, 2020 /PR Newswire/-Shore Bancshares, Inc. (“the Company”) (NASDAQ:SHBI) announced today that its Board of Directors has reinstated its common stock repurchase program, which had been previously placed on hold by management due to the COVID-19 pandemic and the economic disruption that ensued. Under the repurchase program, management is authorized to repurchase up to $10.0 million, or approximately 5%, of the total outstanding shares of the Company’s common stock. As of August 31, 2020, the Company had purchased 278,700 of its common shares under the stock repurchase program. The Company has approximately $5.5 million remaining of the total authorized $10.0 million to repurchase additional shares of the Company’s common stock. As of August 31, 2020, the Company had 12,526,708 shares of common stock outstanding. The program may be limited or terminated at any time without prior notice. The program will expire on December 31, 2020.

 

Lloyd L. “Scott” Beatty, Jr., President and Chief Executive Officer stated, “We are pleased to resume our stock repurchase program as we continue to maintain strong capital levels, minimal credit losses and solid operating results. The recently completed $25.0 million subordinated notes offering only enhances the Company’s already strong capital position which provides for flexibility to repurchase shares while providing an insurance policy against potential future credit losses. The repurchase of the Company’s common stock will serve as an effective way to increase our franchise and long-term shareholder value.”

 

Under the stock repurchase program, shares of common stock may be repurchased by the Company from time to time in open market transactions or in privately negotiated transactions as permitted under applicable rules and regulations. Repurchases may be conducted, suspended, or terminated at any time without notice. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other considerations as may be considered in the Company’s sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions.

 

Shore Bancshares Information

 

Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland’s Eastern Shore. It is the parent company of Shore United Bank. Shore Bancshares engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.

 

Additional information is available at www.shorebancshares.com.

 

Forward-Looking Statements

 

The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled “Risk Factors”.

 

Contact: Edward Allen, Executive Vice President, Chief Financial Officer, 410-763-7800

 

 

 

 

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