shbi-20260820

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 20, 2026

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland

000-22345

52-1974638

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(IRS Employer Identification No.)

18 E. Dover Street, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

(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:


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

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

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

o						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, $0.01 par value per share

SHBI

The NASDAQ Global Select Market

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 o

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. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 20, 2026, the Board of Directors of Shore Bancshares, Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws.

The following summarizes changes made by the amended and restated bylaws:


Section			Description
Article I, Section 4 – Notice of Meetings; Waiver of Notice			Provides that notice of stockholder meetings may be given by electronic transmission.
Article I, Section 7 – Voting			Requires that directors be elected by a majority of votes cast, except in a contested election
Article I, Section 8 – Advance Notice Provisions for Business to be Transacted at Annual Meeting			Requires that stockholder notice of business to be transacted at an annual meeting be given not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting.
Article II, Section 8 – Special Meetings			Provides that notice of special meetings of the Board of Directors may be given by electronic transmission.
Article II, Section 11 – Powers and Duties of the Chairman and the Vice Chairman			Relocates this section from Article III.
Article II, Section 12 – Advisory Directors			Provides that advisory directors shall not have the rights or duties of a director.
Article II, Section 15 – Action by Written Consent			Provides for acting by written consent given in writing or by electronic transmission.
Article III, Section 4 – Chief Financial Officer			Provides for the powers and duties of the Chief Financial Officer.
Article II, Section 6 – Treasurer			Removes bond requirement.
Article IV, Section 5 – Closing Transfer Books			Provides for fixing a record date not more than 90 days preceding the date of any meeting of stockholders or any dividend payment.
Article VI, Section 3 – Exclusive Forum for Certain Disputes			Provides that unless the Company consents in writing to the selection of an alternative forum, a state court located in Maryland (or, if no state court located in Maryland has jurisdiction, the United States District Court for the District of Maryland) will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, and (iv) any action asserting a claim governed by the internal affairs doctrine.

Other changes were made to conform to changes in the Maryland General Corporation Law. A number of non-substantive, ministerial, and clarifying changes were made as well.

The foregoing summary is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Exhibit No.						Description
3.1						Fourth Amended and Restated Bylaws
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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: August 25, 2026	By:	/s/ James M. Burke
		James M. Burke
		President and Chief Executive Officer