shbi-20260407

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

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SHORE BANCSHARES, INC.

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Notice of Annual Meeting

and Proxy Statement


2026

Annual Meeting

of Stockholders

Letter to our Stockholders

Dear Fellow Stockholders:

You are cordially invited to attend Shore Bancshares, Inc.’s virtual Annual Meeting on Wednesday, May 20, 2026. This meeting is an opportunity to reflect on our progress, outline our strategic direction, and reaffirm the partnership we share with you as owners.

The past year marked a period of meaningful acceleration for Shore Bancshares. Even against a volatile economic backdrop, we delivered solid performance, strengthened our operating foundation, and advanced several long‑term priorities. We achieved nearly 5% core deposit growth, expanded our net interest margin, and maintained rigorous expense discipline — all while making strategic investments in a more scalable, future‑ready infrastructure. These efforts contributed to an ROA above 1% in the fourth quarter and steady growth in capital.

These results are driven by an exceptional team. Their resilience, client focus, and commitment to execution continue to move our company forward. We also deepened the strength of our leadership with three key additions: Charlie Cullum as Chief Financial Officer, Noah Stayton as Chief Information Officer, and Aaron Kaslow as Chief Legal Officer. Each brings capabilities and perspective that will help us scale with confidence and operate with greater strategic clarity.

We are deeply appreciative of our Board of Directors for their steady guidance and oversight, and of you — our stockholders — for your continued confidence in our path ahead.

As we look to 2026 and beyond, our strategy is deliberate and aligned with the environment. While economic uncertainty persists, our priorities are clear. We are focused on Data, Deposits, People, and Process Improvement — four pillars that will strengthen our balance sheet, deepen client relationships, improve profitability, and expand long‑term strategic optionality. Our team is aligned, energized, and committed to executing with discipline.

Thank you for your partnership and for the trust you place in Shore Bancshares. Our momentum is building, and we are confident that the opportunities ahead are even greater than those behind us.

With appreciation,

Alan Hyatt James M. Burke

Chairman of the Board President and Chief Executive Officer

April 8, 2026

18 E. Dover Street

Easton, Maryland 21601

Notice of 2026 Annual Meeting of Stockholders

Meeting Information


Date and Time Wednesday, May 20, 2026 \| 9:00 a.m., Eastern Time			Access The 2026 annual meeting of stockholders will be held live via the internet in a virtual format. Stockholders may participate by logging in at www.virtualshareholdermeeting.com/SHBI2026. You will not be able to attend in person.
Record Date March 23, 2026

Meeting Agenda

•Elect five Class II directors to serve until the 2029 annual meeting of stockholders

•Vote, on an advisory basis, to approve the compensation of the named executive officers

•Ratify the appointment of Crowe LLP as the company’s independent registered public accounting firm for 2026

•Transact such other business as may properly come before the meeting

Your Vote Is Very Important

Please submit your proxy as soon as possible by internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Instructions for voting by internet or telephone can be found on your proxy card or voting instruction form.

By Order of the Board of Directors,

Aaron M. Kaslow

Secretary and Chief Legal Officer

April 8, 2026

__________________________________________________________________________________________

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 20, 2026:

The proxy statement and our 2025 Annual Report on Form 10-K are available on our corporate website at

https://shorebancshares.com.

Table of Contents

PROXY SUMMARY 1

PROPOSAL 1: ELECTION OF DIRECTORS 4

Nomination Process 4

Vote Required for Election 4

Director Skills and Experience 5

Nominees for Election and Continuing Directors 6

CORPORATE GOVERNANCE 10

Director Independence 10

Board Leadership Structure and Executive Sessions 10

Board Oversight of Risk 11

Board Oversight of Cybersecurity Risk 12

Director Stock Ownership Requirements 12

Board and Committee Meetings and Attendance 12

Annual Meeting Attendance 13

Code of Ethics 13

Conflicts of Interest Policy 13

Committees of the Board 14

DIRECTOR COMPENSATION 17

Deferred Fee Arrangements 17

2025 Non-Employee Director Compensation 18

TRANSACTIONS WITH RELATED PARTIES 19

STOCK OWNERSHIP INFORMATION 21

5% Owners of Company Stock 21

Beneficial Ownership of Directors and Executive Officers 22

Delinquent Section 16(a) Reports 23

Insider Trading Policy 23

COMPENSATION DISCUSSION AND ANALYSIS 24

Executive Summary 25

Compensation Components 27

Executive Compensation Governance and Process 28

2025 Compensation 29

Other Compensation Programs and Policies 33

COMPENSATION COMMITTEE REPORT 36

EXECUTIVE COMPENSATION 37

Summary Compensation Table 37

Grants of Plan-Based Awards 39

Outstanding Equity Awards at Fiscal Year End 40

Stock Vested in 2025 41

Pension Benefits 41

Nonqualified Deferred Compensation 43

Potential Payments upon Termination or Change in Control 44

Pay-Versus-Performance 48

CEO PAY RATIO 51

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS 52

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 53

AUDIT COMMITTEE REPORT 55

INFORMATION ABOUT THE MEETING 56

Attending the Meeting 56

Voting Matters 56

Votes Required 57

Delivery of Proxy Materials 58

Costs of Proxy Solicitation 58

Proposals for the 2027 Annual Meeting 58

Annual Report to Stockholders 59

Communication With Our Board 59

Other Business 59

Proxy Summary

Shore Bancshares, Inc. is the holding company for Shore United Bank, N.A. (Shore United Bank). Shore United Bank is a full-service financial institution serving customers in Maryland, Delaware, and Virginia. Our mission is to help our communities prosper, one dream at a time.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares. Please read the entire proxy statement before voting. For information about our company’s performance, please review our 2025 Annual Report on Form 10-K.

You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares during the 2026 annual meeting of stockholders. Notice of our annual meeting and this proxy statement were first sent or made available to stockholders on April 8, 2026.

Annual Meeting Information


DATE			Wednesday, May 20, 2026
TIME			9:00 a.m., Eastern Time
VIRTUAL MEETING LOCATION			www.virtualshareholdermeeting.com/SHBI2026
RECORD DATE			March 23, 2026

Instructions for the Virtual Annual Meeting

There will be no physical location for the annual meeting. To participate in the virtual annual meeting, please visit www.virtualshareholdermeeting.com/SHBI2026 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. We encourage stockholders to log in to the website and access the webcast approximately 15 minutes before the annual meeting starts at 9:00 a.m., Eastern Time. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page. If you do not have a control number, you may still attend the meeting as a guest, but you will not be able to vote your shares during the meeting.

Whether or not you participate in the virtual meeting, it is important that your shares be part of the voting process. See below for how to vote your shares. If you hold your shares through an intermediary, such as a bank or broker, see page 56 for information regarding how to vote your shares during the meeting.

This year’s question and answer session will include questions submitted live during the annual meeting. Questions may be submitted during the annual meeting through the question/chat pane of your control panel.

Voting Agenda and Board Recommendations


Proposal		Board Recommendation	More Information
1	Election of five Class II directors	FOR each nominee	Page 4
2	Advisory vote to approve the compensation of the named executive officers	FOR	Page 52
3	The ratification of the appointment of Crowe LLP as the independent registered public accounting firm for 2026	FOR	Page 53

How to Vote Your Shares

Board of Directors

Director nominees and continuing directors at a glance

Name

Occupation

Age

Independent

Director Since

Audit

Board Risk Oversight

Compensation

Governance

Credit

Strategic Initiatives and Technology

Trust

Executive

Michael B. Adams

President of JON Properties, LLC

2023

James M. Burke

President and CEO

2023

R. Michael Clemmer, Jr.

President of Salisbury, Inc.

2016

William E. Esham, III

Partner at Ayers, Jenkins, Gordy & Almond, P.A.

2020

Alan J. Hyatt(1)

Partner at Hyatt & Webber, P.A.

2021

Louis P. Jenkins, Jr.

Principal at Jenkins Law Firm, LLC

2023

David S. Jones

President of Southern Drywall, Inc.

2021

John A. Lamon, III

Director of Business Development for Ironmark

2021

Rebecca M. McDonald

Managing director at Cherry Bekaert Advisory, LLC

2023

E. Lawrence Sanders, III

President of Edward L. Sanders Insurance Agency

2023

Esther A. Streete

Principal at McNamee Hosea

2022

Konrad M. Wayson

Managing Partner of Wayson Landholdings LP

2021

Dawn M. Willey

Retired

2020

Ages as of December 31, 2025

(1) Board Chair

M = Member

C = Chair

Board Composition

Director nominees and continuing directors.

Governance Highlights


Lead Independent Director who is Board Vice-Chair			Continuing director education program
Board refreshment: Average tenure of 4 years			Robust risk management oversight
Independent directors meet regularly in executive session			Active stockholder engagement program
Independent Board committees			Stock ownership guidelines for directors and executive officers
No directors on other public company boards			Clawback Policy for executive compensation programs
Annual Board evaluations			Code of Ethics

Proposal 1: Election of Directors

Our Board of Directors currently has 16 members. Under our Articles of Incorporation and Bylaws, the Board is authorized to fix the number of directors, up to a maximum of 25 members. The Board is divided into three classes, with only one class of directors being elected each year and each class serving a three-year term.

The Board has nominated five Class II directors for election for a three-year term expiring at the annual meeting of stockholders to be held in 2029. They are Michael B. Adams, James M. Burke, Louis P. Jenkins, Jr., David S. Jones, and Dawn M. Willey. All Class II director-nominees are incumbent directors. Each nominee has consented to be nominated and has agreed to serve, if elected. If any person nominated by the Board is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for the election of another candidate as the present Board may designate, or our Board may elect to reduce its size.

In furtherance of our previously disclosed multi-year plan to reduce the size of the Board, Clyde V. Kelly, III, David W. Moore, and Austin J. Slater, Jr. have not be nominated for re-election, and their terms will expire at the close of the annual meeting.

Nomination Process

The Governance Committee is responsible for identifying, evaluating, and recommending to the Board a slate of nominees for election at each annual meeting of stockholders. The Governance Committee will, from time-to-time, review and consider candidates recommended by stockholders. Stockholder recommendations should be submitted in writing to: Shore Bancshares, Inc., 18 East Dover Street, Easton, Maryland 21601, Attn: Chief Legal Officer. Recommendations for director nominations must specify the recommending stockholder’s contact information, the class and number of shares of capital stock beneficially owned by the recommending stockholder, the name, address and credentials of the candidate for nomination, and the candidate’s consent to be considered as a candidate.

Whether recommended by a stockholder or chosen independently by the Governance Committee, a candidate will be selected for nomination based on his or her talents, skills, expertise and the needs of the Board. The Governance Committee’s goal in selecting nominees is to identify persons who have business and other ties to the communities and industries we serve, and who have skills, education, and other attributes that will meet the needs of the Board at that time and, generally, that are complimentary to the skills and attributes possessed by existing directors. When searching for and appointing directors to fill a particular committee position, the Governance Committee searches for persons who will meet the independence standards required for that committee and who possess skills and attributes that will allow the committee to be effective.

A candidate, whether recommended by a stockholder or otherwise, will not be considered for nomination unless he or she is of good character and is willing to devote adequate time to Board duties. In assessing the qualifications of potential candidates, the Governance Committee will also consider the candidate’s experience, judgment, and civic and community relationships, and experience among existing directors. Certain Board positions, such as Audit Committee membership, may require other special skills, expertise, or independence from the company.

A stockholder who desires to nominate a candidate for election may do so only in accordance with Article II, Section 4 of our Bylaws. Please see “Proposals for the 2027 Annual Meeting of Stockholders” on page 58 for important information for stockholders who intend to submit a director nomination for the 2027 annual meeting of stockholders.

Vote Required for Election

With respect to the election of directors, a plurality of all the votes cast at the annual meeting will be sufficient to elect a nominee as a director.

Director Skills and Experience

Our directors bring a balance of skills, qualifications, and experience to their oversight of our company, as shown in the matrix below. The matrix identifies certain skills, qualifications, and experience that the Board believes are relevant to our business. A director may possess other skills, qualifications, and experience not indicated in the matrix that may be relevant and valuable to their service on our Board.

Skill/Experience

Adams

Burke

Clemmer

Esham

Hyatt

Jenkins

Jones

Lamon

McDonald

Sanders

Street

Wayson

Willey

Professional standing in chosen field

Banking, financial services or related industry experience

Financial reporting and accounting

Risk management

Civic and community involvement

Public company oversight

Executive leadership

Finance

Marketing

Government and public affairs

Governance

Human capital management

Nominees For Election and Continuing Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

Class II Director-Nominees – For Terms Expiring at the 2029 Annual Meeting


MICHAEL B. ADAMS Age: 59 Director Since: 2023 Committees: Compensation Credit Executive Governance Strategic Initiatives & Technology (Chair)						Mr. Adams is the President of JON Properties, LLC., a full service commercial real estate company in Fredericksburg, Virginia, which he founded in 2006. Prior to starting JON Properties, Mr. Adams served as President of WEB Equipment, Inc., a dealer in rough terrain forklifts, from 1995 to 2006. Mr. Adams serves, or has served, on numerous boards of community organization, including the Fredericksburg Rotary Club, the Cal Ripken, Sr. Foundation, the Fredericksburg Area Museum, the Central Virginia Housing Coalition, Loisann’s Hope House and the Germanna Community College Education Foundation. Mr. Adams is also a member of the Fredericksburg Builders Association, the National Association of Home Builders, the Fredericksburg Realtors Association and the National Realtors Association. Mr. Adams holds a Class A General Contractors License and is a licensed real estate broker in the state of Virginia. Prior to joining the Board, Mr. Adams served as a director of The Community Financial Corporation since 2021. Qualifications: Mr. Adams’ knowledge of the local real estate market and his experience as a founder and owner of a local business provides insight into our lending activities and first-hand understanding of the needs of business owners in the environment in which we operate.
JAMES M. BURKE Age: 57 Director Since: 2023						Mr. Burke has served as President and Chief Executive Officer of the company since July 1, 2023. Prior to that time, Mr. Burke served as the President and CEO of The Community Financial Corporation. Mr. Burke has over 30 years of banking experience. He currently serves on the Board of Directors of the Federal Home Loan Bank of Atlanta. Mr. Burke is the former Chairman of the Board of Directors of University of Maryland Charles Regional Medical Center, former Chairman of the Board of Directors for St. Mary’s Ryken High School, Trustee for Historic Sotterley, and is active in other civic groups. Qualifications: Mr. Burke’s extensive experience in the banking industry and his understanding of our company through his role as CEO assists the Board in overseeing the operation of our business and the implementation of our strategic plan.
LOUIS P. JENKINS, JR. Age: 54 Director Since: 2023 Committees: Audit Compensation (Chair) Executive Governance Strategic Initiatives & Technology						Mr. Jenkins is the principal of Jenkins Law Firm, LLC. Before entering private practice, Mr. Jenkins served as an Assistant State’s Attorney in Charles County, Maryland from 1997 to 1999. In addition to his private practice, Mr. Jenkins serves as Court Auditor for the Circuit Court for Charles County, Maryland. From 2017-2019, Mr. Jenkins served as a member of the Board of Directors of the University of Maryland Medical System. Mr. Jenkins has also served as a board member of several other public service organizations including the University of Maryland Charles Regional Medical Center, Southern Maryland Chapter of the American Red Cross, Charles County Chamber of Commerce, and the Charles County Bar Association. Prior to joining the Board, Mr. Jenkins served as a director of The Community Financial Corporation since 2000. Qualifications: Mr. Jenkins’ understanding of legal risks and obligations and experience with regulatory regimes and relationships with regulatory and governmental authorities is valuable to the Board because we operate in a regulated industry. Mr. Jenkins’ experience in the public sector adds valuable expertise regarding local issues and provides first-hand understanding of the local political and business environment in which we operate.


DAVID S. JONES Age: 66 Director Since: 2021 Committees: Compensation Credit Governance Strategic Initiatives & Technology		Mr. Jones cofounded Southern Drywell, Inc., a septic system contractor in Annapolis, and currently serves as the company’s President. Mr. Jones also cofounded Jones of Annapolis, Inc., a demolition and excavation contractor in Annapolis, and currently serves as the company’s Secretary and Treasurer. Prior to joining the Board, Mr. Jones served as a director of Severn Bancorp, Inc. since 2012 and a director of Severn Bank since 2011. Qualifications: Mr. Jones’ experience as a local business owner and insight into our market area is important to the oversight of the company’s business operations and risk management.
DAWN M. WILLEY Age: 63 Director Since: 2020 Committees: Board Risk Oversight Credit Strategic Initiatives & Technology	Mrs. Willey was the founding CEO of Bridgeforce Inc., a trusted advisor to many of the largest lenders in the world. Mrs. Willey retired in 2013 and served as Board Chairperson through 2019. Mrs. Willey also founded Katabat, an omni-channel banking SAS cloud computing company and served on its board until its sale in 2020. Prior to Bridgeforce, Mrs. Willey held the position of Executive Vice President with MBNA, later purchased by Bank of America. Mrs. Willey pioneered neural network fraud detections solutions and omni-channel banking with a patent in multi-channel virtual collections. Mrs. Willey formerly served as a board member for the Caitlin Robb Foundation, Delaware Valley Chapter to help children with pediatric cancer and is also a co-founder of the 81DalerGirls scholarship fund to recognize and assist women student athletes who demonstrate leadership attributes of “team before self.” Qualifications: Mrs. Willey’s 40 years of banking experience and expertise in fraud prevention, collection operations, portfolio risk analytics, investor bank portfolio evaluations, operational risk compliance, strategic bank technology, card point of sale, and lending for consumer, small business and mortgage products in North America and the U.K give her valuable insight into our business.

Incumbent Class III Directors – Terms Expiring at the 2027 Annual Meeting


R. MICHAEL CLEMMER, JR. Age: 58 Director Since: 2016 Committees: Board Risk Oversight (Chair) Credit Executive Strategic Initiatives & Technology			Mr. Clemmer is President of Salisbury, Inc., which designs and manufactures pewter, sterling silver and other metal giftware, a position he has held since 1991. In 1995, Mr. Clemmer founded Executive Decision, Inc., a corporate recognition company. Since 1992, Mr. Clemmer has been involved in the development, acquisition and renovation of industrial and commercial property. He is founder of Waterside Properties LLC, a property development and management company. Prior to joining the Board, Mr. Clemmer served as a director of Talbot Bank since 2012. Qualifications: Mr. Clemmer’s business leadership and real estate development experience provide insight that assists the Board in overseeing the operation of our business and managing our risk exposures.
ALAN J. HYATT Age: 71 Director Since: 2021 (Chairman since 2021) Committees: Executive (Chair)			Mr. Hyatt is a partner with the Annapolis law firm Hyatt & Weber, P.A., concentrating his practice on banking, land use, real estate, and commercial law. Mr. Hyatt serves as counsel to area real estate developers and entrepreneurs, with active representation in land use cases, commercial transactions and commercial litigation. Mr. Hyatt joined the Board as Chair on November 1, 2021, in connection with the merger between the company and Severn Bancorp, Inc. Prior to that time, Mr. Hyatt served as the Chairman and Chief Executive Office of Severn Bancorp, Inc. Mr. Hyatt serves on the Board of Trustees of Luminis Health, the Anne Arundel County Retirement and Pension System, and the Annapolis Community Foundation. Qualifications: Mr. Hyatt’s experience as an attorney, businessman, and bank executive brings strong legal and financial skills important to the oversight of the company’s financial reporting and enterprise and operational risk management.
E. LAWRENCE SANDERS, III Age: 69 Director Since: 2023 Committees: Board Risk Oversight Credit Trust			Mr. Sanders is President of Edward L. Sanders Insurance Agency, which provides multi-line insurance services to clients in Maryland since 1903. He is a current member and past President of the Charles County Rotary, past director for the Professional Insurance Agent’s Association, past director and past President for the Civista Foundation and current director for the Charles County Rotary Foundation. Prior to joining the Board, Mr. Sanders served as a director of The Community Financial Corporation since 2018. Mr. Sanders served on the board of directors of County First Bank for 28 years and served as chairman of the board from 2013 to 2018. Qualifications: Mr. Sanders’ extensive financial and operational knowledge from his experience as an owner of an insurance agency and years of serving as a bank director provides the Board valuable insight regarding corporate governance, regulatory compliance, risk assessment practices, and bank operations.
KONRAD M. WAYSON Age: 64 Director Since: 2021 Committees: Audit Board Risk Oversight Trust			Mr. Wayson is a partner of Wayson Landholdings since 1996 and has been the managing partner since 2007. Mr. Wayson also serves as the Secretary and Treasurer of Hopkins & Wayson, Inc., a general contractor serving Maryland, Washington D.C. and Virginia since 1984. Mr. Wayson was the Chief Financial Officer of Child’s Landscaping from 1997 until 2004 when the company was sold. Mr. Wayson served for 15 years on the Anne Arundel County Public Schools Ethics Panel and stepped down in 2023. Mr. Wayson has served on the Anne Arundel Medical Foundation Board, the Anne Arundel Economic Development Corporation Board, and the Anne Arundel School Board. Prior to joining the Board, Mr. Wayson served as a director of Severn Bancorp, Inc. since 2009 and as a director of Severn Bank since 2008. Qualifications: Mr. Wayson’s experience in business and his strong financial skills are important to the Board’s oversight of financial reporting and enterprise and operational risk management.

Incumbent Class I Directors – Terms Expiring at the 2028 Annual Meeting


WILLIAM E. ESHAM, III Age: 60 Director Since: 2020 Committees: Compensation Credit (Chair) Executive Governance Trust			Mr. Esham is a partner in the law firm of Ayres, Jenkins, Gordy & Almand, P.A., specializing in real estate law. Mr. Esham also serves on the Board of Trustees for Worcester Preparatory School and the Board of Directors for Atlantic General Hospital. Qualifications: Mr. Esham’s understanding of legal risks and obligations, his expertise in real estate law, and experience with regulatory regimes and relationships with regulatory and governmental authorities is valuable to the Board because we operate in a regulated industry.
JOHN A. LAMON, III Age: 68 Director Since: 2021 Committees: Audit Compensation Governance Trust			Mr. Lamon currently serves as the Director of Business Development for Ironmark, a leading marketing agency in Maryland. Prior to this position, Mr. Lamon was the President and Owner of John A. Lamon & Associates, a promotional marketing company, before selling the business to G&G Outfitters, Inc. After the company sold, Mr. Lamon remained employed as a Senior Account Executive until 2000. Mr. Lamon has served on various boards including, St. Mary’s School, The Annapolis Touchdown Club, St. Mary’s Royal Blue Club and the University of Maryland M Club. Prior to joining the Board, Mr. Lamon served as a director of Severn Bancorp, Inc. since 2009. Qualifications: Mr. Lamon’s business and marketing experience is valuable to the Board’s oversight of the operation of our business and enterprise and operational risk management.
REBECCA M. MCDONALD Age: 52 Director Since: 2023 Committees: Audit (Chair) Board Risk Oversight Executive Strategic Initiatives & Technology			Ms. McDonald is a managing director at Cherry Bekaert Advisory, LLC a national business advisory firm. She has 30 years of experience providing accounting advisory services and financial transformation support to both private and public companies. Ms. McDonald specializes in a range of services, such as outsourced and project-based accounting, SEC reporting, audit and IPO readiness, internal control and process improvement analysis, and due diligence support for mergers and acquisitions. Ms. McDonald has also held various finance roles with a publicly traded company. Ms. McDonald is a member of the American Society of Certified Public Accountants. She serves as the Treasurer on the Board of Trustees of Commonwealth Academy. Prior to joining the Board, Ms. McDonald served as a director of The Community Financial Corporation since 2020. Qualifications: Ms. McDonald’s extensive audit, public accounting, and executive level experience provide the Board with a skill set critical to overseeing our financial reporting and the design and implementation of our risk management framework.
ESTHER A. STREETE Age: 49 Director Since: 2022 Committees: Audit Board Risk Oversight Executive Trust (Chair)			Ms. Streete is a Principal at McNamee Hosea, a full-service Maryland business law firm, where she has worked since 2005. She is a Certified Public Accountant and an attorney who specializes in tax, estate & business planning, business succession planning, estate administration, probate and trust administration. Ms. Streete has affiliations with the Maryland Association of Certified Public Accountants, Maryland State Bar Association, and Anne Arundel County Bar Association. Qualifications: Ms. Streete’s experience as an attorney and certified public accountant and her expertise in financial planning, estate and trust administration provide the Board with a skill set critical to overseeing our financial reporting and the design and implementation of our risk management framework.

Corporate Governance

We are committed to strong corporate governance practices that promote the long-term interests of our stockholders and strengthen the accountability of our Board and management.

Our governance framework is set forth in our Corporate Governance Guidelines, committee charters and other key governance documents, which we review and modify on a regular basis to reflect best practices, recent developments, and legal and regulatory requirements. Our Corporate Governance Guidelines, committee charters and other key governance documents are available on our website at www.shorebancshares.com by selecting “Governance Documents” under “Governance.”

Director Independence

Nasdaq Listing Rules require that a majority of our directors and each member of our Audit Committee, Compensation Committee and Governance Committee be independent. In addition, our Corporate Governance Guidelines require that a majority of our directors be independent. A director may be determined to be independent only if the Board has determined that he or she has no relationship with the company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Governance Committee advises and makes recommendations to the Board regarding director independence. After considering the committee’s recommendation, the Board affirmatively determined that all current members of the Board, other than James M. Burke and Alan J. Hyatt, are independent directors and independent for purposes of the committees on which they serve in accordance with applicable Nasdaq and Securities and Exchange Commission (SEC) independence rules and requirements. The Board determined that Mr. Burke is not independent because he is employed as our President and Chief Executive Officer and Mr. Hyatt is not independent because he receives compensation for consulting services in excess of $120,000 per year.

To determine the independence of the directors, the Board considered certain transactions, relationships, or arrangements between each of the directors, their immediate family members, or their affiliated entities, on the one hand, and the company, on the other hand, including those discussed below under “Transactions with Related Parties.” Certain directors, their respective immediate family members, and/or affiliated entities have deposit or credit relationships with, or received investment or wealth management services from, Shore United Bank, in the ordinary course of business. The Board determined that all of these transactions, relationships, or arrangements were made in the ordinary course of business, were made on terms comparable to those that could be obtained in arms’ length dealings with an unrelated third party, were not criticized or classified, non-accrual, past due, restructured or a potential problem, complied with applicable banking laws, and did not otherwise impair any director’s independence.

Board Leadership Structure and Executive Sessions

Our Board is led by the Chair. Under our Bylaws, the Chair is elected annually by the Board from among the directors and presides over each Board meeting and performs such other duties as may be incident to the office of the Chair.

We currently separate the roles of Chair and Chief Executive Officer. Separation of the Chair and Chief Executive Officer roles is not mandated by any provision of law or our Articles of Incorporation or Bylaws, but the Board believes that this governance structure provides the best balance between the Board’s independent oversight of our business and the Chief Executive Officer’s management of our business on a day-to-day basis. Consistent with this determination, Alan J. Hyatt serves as the Chair of the Board and James M. Burke serves as our President and Chief Executive Officer.

The Board of Directors has also appointed Austin J. Slater, Jr., the Vice Chair of the Board of Directors, to serve as the company’s lead independent director to provide enhanced independent leadership for the Board. Upon Mr. Slater’s retirement from the Board following the annual meeting, the Board intends to select a new lead independent director. The responsibilities of the lead independent director include:

•presiding at Board meetings when the Chair is not present, including executive sessions of the independent directors;

•calling meetings of the independent directors, as appropriate;

•assisting the Board in complying with corporate governance guidelines and best practices;

•contributing to the annual performance reviews of the Chief Executive Officer and the Board Chair and participating in Chief Executive Officer succession planning;

•assisting in the planning and reviewing of Board meeting agendas and meeting schedules;

•serving as a liaison between the Chief Executive Officer and independent directors;

•attending Board committee meetings on an ex-officio basis;

•promoting the efficiency and effective performance of the Board and consulting with the Governance Committee on the Board’s annual self-assessment;

•providing guidance on the ongoing development of directors; and

•leading the director emeritus program.

To further strengthen the oversight of the full Board, the Board’s independent directors hold executive sessions at which only non- management directors are present. The executive sessions are scheduled in connection with regularly scheduled Board meetings. Additional executive sessions may be called by any of the independent directors as often as necessary.

Board Oversight of Risk

We believe that a strong risk management culture is vital to the success of our business. To mitigate the risks inherent in our business, we foster a culture that makes managing risk everyone’s responsibility at all levels of the company.

We have implemented a formal risk management framework that establishes the program by which we identify, assess, measure, monitor, report and control risks across the company. The risk management framework is designed to link risk appetite, and related risk monitoring and reporting, with our business strategy and capital plans. The risk management framework describes our risk management approach, including the adoption of the three lines of defense risk model, and outlines our risk management governance structure, including the roles of the Board, management, lines of business and internal audit. The Board Risk Oversight Committee reviews the risk management framework at least annually, or more often as needed to address changes in our risk profile or risk management best practices.

We have also adopted a risk appetite statement that identifies the level of risk we are willing to accept in pursuit of our strategic objectives. Our risk appetite is articulated through qualitative statements and quantitative metrics that cover the broad array of risks relevant to the company, including credit, market, liquidity, capital, operational, strategic and reputational risks. The Board reviews and approves our risk appetite statement annually. On a quarterly basis, we evaluate the risks facing the company and our risk appetite metrics against the risk appetite statement to ensure that our operations align with our risk appetite.

The Board is responsible for overseeing our risk management processes by informing itself about our material risks and evaluating whether management has reasonable risk management and control processes in place to address those risks. The Board oversees risk management through the actions of the Board, including approval and oversight of our risk appetite statement, strategic plan, capital plan and financial plan, and the activities of its committees. All of our committee chairs report regularly to the Board on the activities and material maters discussed at meetings of their committee.

Board Risk Oversight Committee – The Board Risk Oversight Committee has primary responsibility for overseeing our risk management framework. The committee reviews and approves our risk appetite statement and key risk management policies, monitors compliance with the risk management framework and risk limits, and oversees the work of our risk management function. The committee oversees financial risk, including interest rate risk, credit risk, liquidity risk, capital risk and market risk, and operational risk, including compliance risk, business continuity planning, information and cyber security risk, and third-party risk. The committee receives a quarterly enterprise risk report as well as regular updates on key and emerging risks.

Credit Risk Committee – The Credit Risk Committee of the Shore United Bank Board has primary responsibility for overseeing our credit risk management. The committee reviews and approves our significant credit policies, oversees the work of our internal loan review function, receives regular reports on loan concentrations and asset quality, and reviews the calculation of the allowance for credit losses.

Audit Committee – The Audit Committee plays a significant role in the Board’s exercise of its risk oversight responsibilities. This committee has primary oversight of risks arising from our financial reporting, internal control processes and public disclosure. The Audit Committee reviews management’s assessment of our internal control over financial reporting, meets regularly with our independent auditors to discuss the results of their quarterly reviews and annual audit, and receives internal audit reports that enable it to monitor operational risk throughout the company. To ensure candid reporting, the Audit Committee meets in separate executive sessions with our independent auditors and Chief Internal Audit Executive.

Compensation Committee – The Compensation Committee has primary oversight of risks arising from our incentive compensation plans and programs. On an annual basis, the committee receives a risk assessment that enables the committee to determine whether our incentive compensation plans and programs create risks that are likely to have a material adverse effect or would encourage excessive risk-taking.

Strategic Initiatives & Technology Committee – The Strategic Initiatives & Technology Committee is responsible for overseeing the management of risks associated with major projects related to strategic initiatives and key technology platforms.

Governance Committee – The Governance Committee oversees risks relating to our corporate governance structure, board leadership and effectiveness, and management and board succession planning.

Board Oversight of Cybersecurity Risk

Our Board recognizes our responsibility to protect the data provided by our customers and employees, understands how cyber risks could disrupt our operations, and is cognizant of the increasing risks and threats associated with the use of digital technology. Through the efforts of the Board Risk Oversight Committee, the Board oversees our continuing efforts to strengthen our information security infrastructure and staffing and enhance our technology controls and cybersecurity defenses.

As part of its oversight of operational risk, the Board Risk Oversight Committee is responsible for the oversight of information security and cybersecurity risk management. Our management regularly reports to the Board Risk Oversight Committee on security events, testing, training, audits, new system assessments and vendor performance. These reports address topics such as the threat environment and vulnerability assessments, results of penetration testing, results of key cyber risk indicators and performance metrics, and our efforts to detect, prevent and respond to internal and external critical threats. The Board Risk Oversight Committee receives periodic updates on information security risk, the maturity of our information security program, and updates on related investments and results. On an annual basis, the Board Risk Oversight Committee reviews and approves our information security program and information security policy.

Director Stock Ownership Requirements

Our Director Stock Ownership Guidelines require non-employee directors to hold shares of our common stock equal in value to at least five times the amount of the annual cash retainer paid to non-employee directors, in the case of directors with up to five years of tenure, and at least 10 times the amount of their annual cash retainer in the case of directors with more than five years of tenure. The purpose of this policy is to align the interests of the Board with the interests of our stockholders. All of our director nominees and continuing directors are in compliance with the requirement of the policy, which provides newly elected or appointed directors a period of five years from the date of appointment or election to comply with the ownership requirement.

Board and Committee Meetings and Attendance

Our Board held eight meetings during 2025. All directors of the company attended at least 75% of the aggregate number of meetings of the Board and committees on which such directors served in 2025.

Annual Meeting Attendance

Directors are expected to attend our annual meeting of stockholders. All 16 directors serving at the time of the 2025 annual meeting attending the 2025 annual meeting.

Code of Ethics

We have adopted a Code of Ethics that applies to all directors, officers, and employees of the company. The Code of Ethics provides fundamental ethical principles to which these individuals are expected to adhere. The Code of Ethics operates as a tool to help directors, officers, and employees understand and adhere to the high ethical standards required for employment by, or association with, the company.

The Code of Ethics is available on our corporate website at www.shorebancshares.com under the “Governance” link. If we make any substantive amendments to the Code of Ethics or grant any waiver that applies to one of our senior financial officers or a member of the Board, we will disclose the nature of the amendments or waiver on our website or in a Current Report on Form 8-K.

Conflicts of Interest Policy

We have adopted a Conflicts of Interest Policy that applies to our directors and executive officers, which supplements the conflict of interest provisions of our Code of Ethics. The Conflicts of Interest Policy sets forth a process for handling potential conflicts of interest that includes disclosure to our Chief Legal Officer and review of the potential conflict of interest by the members of the Audit Committee.

Committees of the Board

A significant portion of our Board’s oversight responsibilities is carried out through five independent, principal standing committees: Audit Committee, Compensation Committee, Governance Committee, Board Risk Oversight Committee, and Strategic Initiatives & Technology Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of our business.

Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.

Each committee operates under a written charter, which may be found on our investor relations website at www.shorebancshares.com under the “Governance” link. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment.


Audit Committee Committee Chair: Rebecca M. McDonald Other Committee Members: Louis P. Jenkins, Jr. John A. Lamon, III Esther A. Streete Konrad M. Wayson Meetings in 2025: 8						The primary responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight of: •the quality and integrity of our financial statements; •the effectiveness of internal control over financial reporting; •compliance with legal and regulatory requirements; •the qualifications, independence, and performance of the independent auditors; and •the qualifications and performance of our internal audit function. The Audit Committee is also responsible for •the appointment, compensation, and oversight of the company’s independent auditors; •pre-approving all audit and non-audit services performed by the independent auditors; and •reviewing in advance of filing quarterly and annual reports filed with the SEC. All members are financially literate as required by the Nasdaq listing rules. All members are independent and meet additional Nasdaq and SEC independence standards for audit committee members. The Board has determined that Rebecca M. McDonald is an audit committee financial expert as defined by the SEC.


Board Risk Oversight Committee Committee Chair: R. Michael Clemmer, Jr. Other Committee Members: Rebecca M. McDonald E. Lawrence Sanders, III Esther A. Streete Konrad M. Wayson Dawn M. Willey. Meetings in 2025: 4						The responsibilities of the Board Risk Oversight Committee include: •oversight of the company’s enterprise risk management activities, including the significant policies, procedures and practices employed to manage credit risk, market risk, interest rate risk, liability and liquidity risk, operational risk, and reputation risk; •reviewing and making recommendations to the Board with respect to the establishment of risk limits; and •receiving reports on risk exposures and measurement. All members are independent.


Compensation Committee Committee Chair: Louis P. Jenkins, Jr. Other Committee Members: Michael B. Adams William E. Esham, III David S. Jones Clyde V. Kelly, III John A. Lamon, III David W. Moore Meetings in 2025: 5						The responsibilities of the Compensation Committee include: •reviewing and approving compensation and benefit programs applicable to the company’s executive officers, including base salary, incentive compensation, equity awards, and retirement benefits; •reviewing and recommending to the Board the compensation of the company’s non-employee directors; •assessing whether the company’s compensation programs generally are designed in a manner that does not encourage or reward unnecessary or excessive risk-taking; •providing oversight with respect to the company’s compensation policies and practices; and •retaining and overseeing an independent compensation consultant to support the committee, approving related fees and engagement terms, and determining that the consultant’s work raises no conflicts of interest. All members are independent and meet additional Nasdaq and SEC independence standards for compensation committee members.


Governance Committee Committee Chair: Clyde V. Kelly, III Other Committee Members: Michael B. Adams William E. Esham, III Louis P. Jenkins, Jr. David S. Jones John A. Lamon, III David W. Moore Meetings in 2025: 4						The responsibilities of the Governance Committee include: •recommending to the Board for approval the slate of candidates for election or re-election at the company’s annual meeting of stockholders; •managing the process for evaluating the performance of the Board; •overseeing director orientation and continuing education programs; •affirming whether each director qualifies as “independent” as defined by Nasdaq Listing Rules; and •succession planning. All members are independent.


Strategic Initiatives & Technology Committee Committee Chair: Michael B. Adams Other Committee Members: R. Michael Clemmer, Jr. Louis P. Jenkins, Jr. David S. Jones Rebecca M. McDonald David W. Moore Dawn M. Willey Meetings in 2025: 4						The responsibilities of the Strategic Initiatives & Technology Committee include: •providing oversight and strategic guidance to management related to the company’s planning and execution of key organizational initiatives and strategic projects, technology, physical/structural assets, products, acquisitions, and key market actions; and •reviewing and providing recommendations to the Board with respect to polices, processes and systems that management uses to manage projects, new products, facilities and technology. All members are independent.

Other Standing Committees

The Board has three additional standing committees:

Credit Risk Committee: The committee is responsible for oversight of credit risk management.

Trust Committee: The committee is responsible for overseeing the company’s fiduciary activities.

Executive Committee: The committee may exercise all the powers of the Board that may lawfully be delegated, with the expectation that it will not take material actions absent special circumstances. This committee did not meet in 2025.

Director Compensation

Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our stockholders. We compensate our non-employee directors with a combination of cash and equity awards. Directors who are employees of our company do not receive additional compensation for their service as Board members.

The Compensation Committee periodically reviews the director compensation program and recommends changes for approval by the Board. The Compensation Committee did not recommend any changes to our director compensation program for 2025.

Our non-employee director compensation program consisted of the following for 2025:


Annual equity award			$37,000
Annual cash retainer			$35,000
Board chair annual cash retainer			$20,000
Lead independent director annual retainer			$10,000
Additional cash retainer for audit committee chair			$10,000
Additional cash retainer for other committee chairs			$5,000

All directors of our company also serve as directors of Shore United Bank, for which they do not receive any additional compensation.

Equity awards are made in the form of restricted stock units that vest on the first anniversary of the grant date. Vesting accelerates upon a change in control, death, or departure from the Board due to disability. Dividend equivalents are paid on restricted stock units when the restricted stock units vest.

Directors may elect to receive their cash retainers in the form of restricted stock units, which vest on the first anniversary of the grant date.

Deferred Fee Arrangements

Directors are eligible to defer all or a portion of their retainer fees under the company's Deferred Compensation Plan. Amounts deferred are deemed invested in units of our common stock. Directors vest in their deferred fees on the first anniversary of the date their retainer fees are credited to their account. A director participant’s benefit is paid only upon departure from the Board and is distributed in shares of our common stock.

2025 Non-Employee Director Compensation

The following table shows the compensation paid to or earned by our non-employee directors during 2025.


Name	Fees earned or paid in cash(1) ($)	Stock Awards(2) ($)	Non-qualified Deferred Compensation Earnings(3) ($)	All Other Compensation(4) ($)	Total ($)
Michael B. Adams	40,000	37,006	—	793	77,799
R. Michael Clemmer, Jr.	40,000	37,006	—	793	77,799
William E. Esham, III	40,000	37,000	—	—	77,000
Alan J. Hyatt	55,000	37,006	—	150,793	242,799
Louis P. Jenkins, Jr.	40,000	37,006	—	793	77,799
David S. Jones	35,000	37,006	—	793	72,799
Clyde V. Kelly, III	40,000	37,006	—	793	77,799
John A. Lamon, III	35,000	37,006	—	793	72,799
Frank E. Mason, III(5)	14,616	—	—	19,369	33,985
Rebecca M. McDonald	40,000	37,006	—	793	77,799
David W. Moore	35,000	37,000	—	—	72,000
Mary Todd Peterson(5)	22,500	—	—	18,293	40,793
E. Lawrence Sanders, III	35,000	37,006	—	793	72,799
Austin J. Slater, Jr.	45,000	37,006	—	793	82,799
Esther A. Streete	40,000	37,000	—	—	77,000
Konrad M. Wayson	35,000	37,006	—	1,869	73,875
Dawn M. Willey	35,000	37,000	—	793	72,793

(1) Includes fees for which the director has elected to receive restricted stock in lieu of cash. The number of shares of restricted stock received by each director in lieu of cash during 2025 was as follows: Mr. Wayson — 2,240 shares of restricted stock in lieu of $35,000 in cash.

(2) On July 29, 2025, each non-employee director serving at the time was granted 2,310 restricted stock units. Mr. Esham, Mr. Moore, Ms. Streete, and Ms. Willey deferred their equity award under the company's Deferred Compensation Plan. The value reported represents the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718, “Accounting for Stock Compensation” (“ASC 718”). See Note 11 to the consolidated audited financial statements contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, regarding assumptions underlying valuation of equity awards. On December 31, 2025, non-employee directors held the number of restricted stock units, restricted stock, and unvested stock units under the Deferred Compensation Plan as follows: Mr. Adams, 2,310; Mr. Clemmer, 2,310; Mr. Esham, 2,345; Mr. Hyatt, 2,310; Mr. Jenkins, 2,310; Mr. Jones, 2,310; Mr. Kelly, 2,310; Mr. Lamon, 2,310; Ms. McDonald, 2,310; Mr. Moore, 2,345; Mr. Sanders, 2,310; Mr. Slater, 2,310; Ms. Streete, 2,345; Mr. Wayson, 4,550; and Ms. Willey, 2,345.

(3) We do not provide any above-market or preferential earnings on non-qualified deferred compensation.

(4) For Mr. Hyatt, includes compensation of $150,000 for consulting services pursuant to the terms of a consulting agreement between Mr. Hyatt and the Bank. For Mr. Mason and Ms. Peterson, includes $17,500 in director emeritus fees.

(5) Mr. Mason's and Ms. Peterson’s service on the Board concluded with the expiration of their terms as a director on May 29, 2025.

Transactions With Related Parties

The Board has adopted a written policy and procedures for the review, approval, or ratification of transactions that could potentially be required to be reported under the SEC rules for disclosure of transactions in which related parties have a direct or indirect material interest. Related parties include our directors and executive officers and members of their immediate families. The Audit Committee is responsible for reviewing and, where appropriate, approving or ratifying any related party transaction involving our company or its subsidiaries and related parties.

The policy applies to any transaction in which our company or a subsidiary is a participant, any related party has a direct or indirect material interest, and the amount involved exceeds $120,000. The policy contains a list of categories of transactions involving related parties that are exempt under the policy and therefore need not be brought to the Audit Committee for review, including banking, trust and wealth management services provided to related parties on substantially the same terms for comparable services provided to unrelated third parties.

When assessing a related party transaction, the Audit Committee will review all relevant facts and circumstances, including without limitation, the following information:

•the terms of the transaction;

•whether the transaction was undertaken in the ordinary course of business of the company;

•whether the transaction was initiated by the company or the related party;

•whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the company than terms that could have been reached with an unrelated third party under the same or similar circumstances;

•the purpose of, and the potential benefits to the company of, the transaction;

•the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party;

•whether there was a bidding process and the results thereof;

•the related party’s interest in the transaction; and

•whether the transaction includes any potential reputational risk issues that may arise as a result of or in connection with the transaction.

The Audit Committee may approve a related party transaction only if the committee determines in its judgment that the transaction is appropriate or desirable under the circumstances. The Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on the company or the related party in connection with the approval of the related party transaction.

Consulting Agreement

On October 31, 2021, Shore United Bank entered into a Consulting Agreement with Alan J. Hyatt in connection with the company’s acquisition of Severn Bancorp, Inc., of which Mr. Hyatt was the Chairman, President and Chief Executive Officer. Under the terms of the Consulting Agreement, which terminates on October 31, 2026, Mr. Hyatt provides consulting services consisting of assisting us in business introductions, business development calls and business referrals; attending community functions sponsored by us; and assisting in any other matters or duties management may request. In consideration of the consulting services, Mr. Hyatt receives an annual fee of $150,000 payable in equal monthly installments.

Family Relationships

The spouse of Lacey Pierce, our Executive Vice President, Chief Strategy and Project Officer, is employed by Shore United Bank as a regional president. For 2025, he received aggregate compensation of $468,184, consisting of base salary, cash bonus, equity compensation, dividend equivalents on vested equity grants and a matching contribution to the 401(k) plan. His compensation was established in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions.

Leases

The company leases a portion of one of its facilities to a law firm in which Board Chair Alan J. Hyatt is a partner. The current lease term expires on December 31, 2026. Total rent payments received by the company were $318,000 for 2025 and $83,000 in the current year through March 31, 2026.

Shore United Bank leases its Fredericksburg, Virginia lending center from an entity in which director Michael B. Adams is a 25% owner and managing member. The current lease term expires on November 30, 2028. Shore United Bank paid this entity $117,000 in 2025 and $28,000 in the current year through March 31, 2026. Mr. Adams is also the 100% owner and President of an entity to which Shore United Bank pays monthly fees in connection with common area maintenance for the Virginia lending center. Shore United Bank paid this entity $12,000 in 2025 and $3,000 in the current year through March 31, 2026.

Ordinary Banking Relationships

From time to time, Shore United Bank engages in banking transactions involving loans, deposits, credit cards, trust services, and wealth management services in the ordinary course of businesses with directors, executive officers, members of their immediate families, and corporations or organizations in which any of them is an executive officer, partner or beneficial owner of 10% or more of any class of securities. The transactions were made on substantially the same terms, including interest rates, collateral, and repayment terms on loans, as those prevailing at the time for comparable transactions with persons not related to the company and its subsidiaries. Extensions of credit to these persons have not and do not currently involve more than the normal risk of collectability or present other unfavorable features. Any loans we originate with officers, directors or principal stockholders, as well as their immediate family members and affiliates, are approved by our Board in accordance with the applicable regulatory requirements.

Stock Ownership Information

5% Owners of Company Stock

The following table provides information about those holders known to us to be the beneficial owners of 5% or more of our outstanding shares of common stock as of February 15, 2026.


Name and Address	Number of Shares	Percentage of Common Stock Outstanding
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	2,425,534(1)	7.26%
Alan J. Hyatt 200 Westgate Circle, Suite 200, Annapolis, MD 21401	1,769,856(2)	5.31%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	1,733,111(3)	5.20%

(1)According to the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 6, 2026, BlackRock, Inc. had sole voting power with respect to 2,390,866 shares and sole dispositive power with respect to 2,425,534 shares.

(2) Mr. Hyatt had sole voting and dispositive power with respect to 936,692 shares and shared voting and dispositive power with respect to 827,235 shares.

(3) According to the Schedule 13G filed by The Vanguard Group with the SEC on July 29, 2025, The Vanguard Group had shared power to vote 15,632 shares, sole dispositive power with respect to 1,706,744 shares, and shared dispositive power with respect to 26,367 shares.

Beneficial Ownership of Directors and Executive Officers

The following table sets forth information as of February 15, 2026 regarding the shares of common stock beneficially owned by each of our directors and named executive officers and by all of our directors and executive officers as a group. No individual holds more than 1% of the total outstanding shares of common stock except for Alan J. Hyatt, who owns 5.3% of our outstanding common stock. All directors and officers as a group beneficially own 8.7% of our outstanding common stock.


Name of Beneficial Owner	Shares Owned(1)	Right to Acquire(2)	Total Beneficial Ownership	Additional Stock Units(3)	Total
Non-Employee Directors:
Michael B. Adams	55,383	—	55,383	2,310	57,693
R. Michael Clemmer, Jr. (4)	30,163	—	30,163	2,310	32,473
William E. Esham, III	7,881	—	7,881	19,735	27,616
Alan J. Hyatt(5)	1,769,856	—	1,769,856	2,310	1,772,166
Louis P. Jenkins, Jr.	61,388	—	61,388	2,310	63,698
David S. Jones(6)	69,675	—	69,675	2,310	71,985
Clyde V. Kelly, III	28,735	—	28,735	2,310	31,045
John A. Lamon, III	62,424	—	62,424	2,310	64,734
Rebecca M. McDonald(7)	98,629	—	98,629	2,310	100,939
David W. Moore	7,849	—	7,849	12,649	20,498
E. Lawrence Sanders, III(8)	92,334	—	92,334	2,310	94,644
Austin J. Slater, Jr.	68,436	—	68,436	2,310	70,746
Esther A. Streete	658	—	658	15,221	15,879
Konrad M. Wayson(9)	83,606	—	83,606	4,550	88,156
Dawn M. Willey	46,634	—	46,634	4,717	51,351
Named Executive Officers:
James M. Burke	87,250	16,745	103,995	16,291	120,286
Charles S. Cullum	—	—	—	29,800	29,800
Todd L. Capitani(10)	48,935	—	48,935	—	48,935
B. Scot Ebron	60,417	4,291	64,708	4,765	69,473
Donna J. Stevens(11)	22,192	2,832	25,024	4,304	29,328
Christy Lombardi	61,775	4,117	65,892	4,189	70,081
All directors and executive officers as a group (27 persons)	2,861,652	38,090	2,899,742	171,911	3,071,653

(1) Under the rules of the SEC, an individual is considered to “beneficially own” any share of common stock which he or she, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose, or to direct the disposition, of such security. As to shares reported herein, except as otherwise noted, each person effectively exercises sole voting or dispositive power, or shares voting or dispositive power with spouse.

(2)Includes shares that the named individual or group has the right to acquire through the vesting of restricted stock units within 60 days of February 15, 2026.

(3)Includes restricted stock units and vested and unvested stock units deferred by directors under our Deferred Compensation Plan. Deferred stock units vest on the first anniversary of the date they are credited to the director’s account. Directors have neither voting nor investment power with respect to deferred stock units until the underlying shares are distributed in accordance with the Deferred Compensation Plan.

(4)Includes 350 shares held by Mr. Clemmer’s wife jointly with children.

(5)Includes 7,603 shares held by a company of which Mr. Hyatt is a general partner; 688,080 shares held by trusts for which Mr. Hyatt is co-trustee; and 5,929 shares beneficially owned by Mr. Hyatt’s wife.

(6)Includes 37,192 shares owned by a company in which Mr. Jones has a 50% interest ; 9,279 shares owned by a company in which Mr. Jones has a 22 1/2 % interest ; and 10,315 shares owned by a company in which Mr. Jones has a 16.67% interest.

(7)Includes 36,702 shares held in trusts for which Ms. McDonald serves as trustee.

(8)Includes 5,882 shares beneficially owned by the individual retirement account of Mr. Sanders’s wife and 6,447 shares held by a trust for which Mr. Sanders is a co-trustee.

(9)Includes 61,593 shares held in two trusts for which Mr. Wayson serves as trustee.

(10)Mr. Capitani terminated employment on August 15, 2025. Information is based on the most recent Form 4 filed by Mr. Capitani. Includes 3,285 shares beneficially owned by the 401(k) plan account of Mr. Capitani’s wife.

(11)Includes 60 shares held by Ms. Stevens jointly with children.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10% of the outstanding shares of our common stock to file reports with the SEC disclosing their ownership of our common stock. The SEC has established specific dates for such filing, and we are required to report in this proxy statement any failure to file reports in a timely manner during 2025.

Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all of our directors and executive officers complied in a timely manner with the filing requirements applicable to them with respect to transactions during 2025.

Insider Trading Policy

The Board has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us. Our insider trading policy may be found on our investor relations website at www.shoreunitedbank.com by selecting "Governance Documents" under "Governance."

Compensation Discussion and Analysis


This section describes our executive compensation philosophy, the material components of our compensation program, and the factors used for determining compensation earned by the following individuals who were our named executive officers in 2025: James M. Burke President and Chief Executive Officer Charles S. Cullum Executive Vice President and Chief Financial Officer Todd L. Capitani Former Chief Financial Officer B. Scot Ebron Executive Vice President and Chief Banking Officer Donna J. Stevens Executive Vice President and Chief Operating Officer Christy Lombardi Executive Vice President and Chief Human Resources Officer Each of our named executive officers is a member of our executive leadership team, which includes other key members of our senior management. This discussion should be read in conjunction with the compensation tables and accompanying narrative starting on page __.	TABLE OF CONTENTS
	1. Executive Summary	25
	Financial Highlights	25
	Executive Compensation Philosophy	25
	Key Compensation Decisions for 2025	26
	Compensation Tied to Performance	26
	“Say-on-Pay” Results	26
	Compensation and Governance Practices	27
	2. Compensation Components	27
	3. Executive Compensation Governance and Process	28
	Executive Compensation Process	28
	Peer Group	28
	4. 2025 Compensation	29
	Base Salary	29
	Incentive Awards Related to New Hires	29
	2025 Target Award Opportunities	30
	2025 Short-Term Incentive Program	30
	2025 Long-Term Incentive	32
	Deferred Compensation Benefit	33
	5. Other Compensation Programs and Policies	33
	Retirement Benefits	33
	Other Compensation Elements	33
	Severance Benefits	34
	Risk Considerations	34
	Executive Compensation Policies	34
	Tax and Accounting Considerations	35
	Equity Compensation Grant and Award Practices	35

1. EXECUTIVE SUMMARY

Financial Highlights

2025 was a strong year for the company, highlighted by a significant increase in earnings and improved profitability metrics.

Executive Compensation Philosophy

Our executive compensation programs are designed to pay for performance by linking the compensation our executive officers receive through our various incentive plans to our financial performance. In making compensation decisions, the Compensation Committee considers the practices and compensation levels of the market, our performance and good governance practices. Our goal is to ensure that our compensation programs are competitive in attracting, motivating, and retaining high level executive talent, are commensurate with our financial performance, and are aligned with the interests of our stockholders.

The primary objective of the committee’s approach is to provide competitive levels of compensation so that the company can attract, retain and reward outstanding executive officers. The Compensation Committee recognizes that in a highly competitive community banking marketplace, excellent leadership is essential. Our executive officers are expected to manage our business in a manner that promotes growth and profitability for the benefit of stockholders, while exceeding the requirements and service expectations of our customers. To that end, the Compensation Committee believes that:

•Key executives should have compensation opportunities at levels that are competitive with peer institutions;

•Total compensation should include “at risk” components that are linked to annual and long-term performance results; and

•Stock-based compensation should form a key component of total compensation as a means of linking senior management to the long-term performance of the company and aligning their interests with those of stockholders.

Key Compensation Decisions for 2025


Compensation Element	Committee Determination	Background
Base Salary	All base salaries adjusted based on peer data.	The committee assessed competitive market compensation using a number of data sources including publicly disclosed information on a selected peer group of publicly traded banking organizations. The committee considered other factors, including job responsibilities and scope, adjustments for individual skills and expertise, and internal pay equity.
Short-Term Incentives	Approved cash payouts to the named executive officers at 113.63% of target under the 2025 Short-Term Incentive Program based on company performance.	The company’s short-term incentive program provides our named executive officers with the opportunity to earn cash incentive compensation for achieving specific company performance goals aligned with our annual strategic plan.
Long-Term Incentives	Granted performance stock units intended to incentivize performance against metrics aligned with strategic long-term goals and time-based restricted stock units intended to align executive’s interests with stockholder interests and promote retention. Grants were adjusted based on peer data.	The company’s long-term incentive program delivers long-term incentive opportunities in a combination of time-based vesting restricted stock units and performance-based stock units. Awards under the LTIP are generally granted annually, with overlapping three-year performance cycles. The performance factors include return on average assets and return on average equity measured on a relative basis against a defined group of peer banks over the three-year performance period.
Employment Agreements/ Severance Plan	Allowed employment agreements with named executive officers to expire and implemented a Change in Control Severance Plan to replace individual change in control agreements	None of the named executive officers have employment agreements. The Board adopted a Change in Control Severance Plan to ensure that management can fairly consider potential change in control transactions.

Compensation Tied to Performance

We tie pay to performance by structuring a significant portion of our executives’ pay as at-risk compensation (56% for CEO; 41% for other named executive officers) and we align the interests of our executives with those of our shareholders by delivering a meaningful portion of our executives' pay in the form of equity compensation (33% for CEO; 21% for other named executive officers).

•Annual incentive awards are based on our achievement of financial goals that are expected to drive shareholder value. Threshold performance objectives must be achieved for any payout to be earned.

•Equity awards are granted in the form of performance share units (PSUs) and time-based restricted stock units (RSUs). Payout of PSUs is based on achievement of return measures compared to our peers. Threshold performance must be achieved before any PSUs are earned.

“Say-on-Pay” Results

At the 2025 annual meeting of stockholders, 91.7% of the votes cast in our say-on-pay advisory vote were in favor of our executive compensation program. The Compensation Committee will continue to work diligently to ensure that our executive incentive compensation program is consistent with our compensation philosophy and the feedback we receive from our stockholders. The

Compensation Committee will continue to monitor the results of the say-on-pay vote to ensure continued support for our incentive pay program among our stockholders.

Compensation and Governance Practices

Our executive compensation program contains strong governance components that support our compensation philosophy and sound incentive compensation practices.


WE:		WE DO NOT:
	Use an independent consultant that is retained by and reports to the Compensation Committee		Provide tax gross-ups to executive officers
	Tie a significant portion of executive compensation to performance		Provide “single-trigger” vesting of equity awards upon a change in control
	Require a minimum threshold be attained before any incentive compensation is paid		Provide “single-trigger” severance upon a change in control
	Impose maximum caps on incentive compensation		Provide excessive perquisites
	Require reimbursement or forfeiture (“clawback”) of excess incentive compensation in the event of certain accounting restatements		Permit hedging or pledging of company stock
	Require significant stock ownership by our named executive officers, including 2x base salary for our CEO and 1x base salary for our other executive officers

2. COMPENSATION COMPONENTS

The compensation elements for 2025 included base salary, short-term cash incentives, and long-term incentives in the form of equity.


COMPENSATION ELEMENT			PURPOSE
Base Salary			•Provide financial predictability and stability through fixed compensation; •Provide a salary that is market competitive; •Promote the retention of executives; and •Provide fixed compensation that reflects the scope, scale and complexity of the executive’s role.
Short-Term Cash Incentives			•Align management and stockholder interests; •Provide appropriate incentives to achieve our annual operating plan; •Provide market competitive cash compensation when targeted performance objectives are met; and •Provide appropriate incentives to exceed targeted results.
Long-Term Equity Incentives

SEC Form DEF 14A filed by Shore Bancshares Inc