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    Partners Bancorp filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    11/16/23 8:00:30 AM ET
    $PTRS
    Major Banks
    Finance
    Get the next $PTRS alert in real time by email
    false 0000832090 0000832090 2023-11-16 2023-11-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): November 16, 2023

     

    Partners Bancorp

    (Exact name of registrant as specified in its charter)

     

    Maryland 001-39285 52-1559535
    (State or other jurisdiction (Commission file number) (IRS Employer
    of incorporation)   Identification No.)

     

    2245 Northwood Drive, Salisbury, Maryland 21801

    (Address of Principal Executive Offices) (Zip Code)

     

    Registrant's telephone number, including area code: (410) 548-1100

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

     

    ¨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(s) Name of each exchange on which
    registered
    Common Stock, par value $0.01 per share PTRS Nasdaq Capital 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. ¨

     

    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 8.01 Other Events.

     

    On November 16, 2023, Partners Bancorp (the “Company”) and LINKBANCORP, Inc. (“LINK”) issued a joint press release announcing receipt of regulatory approval from the Board of Governors of the Federal Reserve System, the final regulatory approval required to complete the previously announced merger of equals transaction under which the Company will merge with and into LINK in an all-stock transaction, with LINK as the surviving corporation in accordance with the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and the Company (the “Merger”). In connection with the Merger, The Bank of Delmarva and Virginia Partners Bank, the wholly-owned operating subsidiaries of the Company, will each merge with and into LINKBANK, the wholly-owned operating subsidiary of LINK, with LINKBANK as the surviving sole bank subsidiary of LINK. The Merger is expected to close on November 30, 2023, pending satisfaction of customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Number  Description
    99.1  Joint Press Release dated November 16, 2023.
    104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    2

     

     

    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.

     

      Partners Bancorp
         
    Date: November 16, 2023 By: /s/ John W. Breda
        John W. Breda
        President and Chief Executive Officer

     

    3

     

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