8-K

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d) OF THE

SECURITIES EXCHANGEACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2020 (December 17, 2020)

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

18 E. Dover St., Easton, MD 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:

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

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 5.02. Departure of Directors orCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2020, Shore Bancshares, Inc. (the “Company”), the holding company for Shore United Bank (the “Bank”), issued a press release announcing the appointment of Dawn M. Willey as a member of the Boards of Directors (the “Boards”) of the Company and Bank. The Boards of the Company and Bank, upon the recommendation of the Company’s Nominating and Governance Committee, approved the appointment of Mrs. Willey on December 17, 2020. Mrs. Willey is considered an independent director under the applicable Securities and Exchange Commission and NASDAQ rules, and will serve as a Class II director of the Company’s Board of Directors.

There are no arrangements or understandings between Mrs. Willey and any other person pursuant to which she was selected as director. Mrs. Willey will receive the same compensation as currently paid to the Company’s and Bank’s other Board members.

Additional details may be found in the December 22, 2020 press release attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements andExhibits

(d) Exhibits

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.

2

Exhibit 99.1

PRESS RELEASE

Shore Bancshares, Inc. Announce New BoardMember

Easton, Maryland (12/22/2020) - Shore Bancshares, Inc. (the “Company”) (NASDAQ-SHBI) today announced the appointment of Dawn M. Willey as a director of both the Company and Shore United Bank, the Company’s wholly-owned bank subsidiary, effective January 1, 2021.

Mrs. Willey is an independent director pursuant to applicable NASDAQ rules and has no material relationship with the Company. This director appointment brings the total number of directors to 11 for both the Company and Shore United Bank.

“We are very pleased to add Dawn to our Board of Directors,” said Lloyd L. “Scott” Beatty, Jr., President and Chief Executive Officer. “She brings significant financial services experience to our board with particular expertise in executive leadership, technology application, strategic planning, business growth leadership and operational risk management”.

Dawn M. Willey

Mrs. Willey (age 58) 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 has also served on the Board of Katabat, a financial service SAS cloud computing company until its sale in 2020. Prior to launching an entrepreneurial career in 2000, Mrs. Willey held the position of Executive Vice President with MBNA, later purchased by Bank of America. During her 16-year career with MBNA, Mrs. Willey was responsible for the oversight and implementation of a variety of operations including: portfolio risk strategies, investment evaluation and development of strategic business technology initiatives for collections, fraud, credit acquisition and portfolio risk management.

Mrs. Willey has a Bachelor of Arts degree from the University of Delaware.

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.

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