Shore Bancshares Inc美股招股说明书(2026-01-14版)

OFFER TO EXCHANGE $60,000,000 aggregate principal amount of6.25% Fixed-to-Floating Rate Subordinated Notes due 2035that have been registered under the Securities Act of 1933for any and all outstanding unregistered6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 The exchange offer will expire at 11:59p.m., New York City time, on February18, 2026, unless extended.We are offering to exchange 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 that have beenregistered under the Securities Act of 1933, as amended (the “Securities Act”), which we refer to in thisprospectus as the “New Notes,” for any and all of our outstanding unregistered 6.25% Fixed-to-Floating RateSubordinated Notes due 2035 that we issued in a private placement on November13, 2025, which we refer to inthis prospectus as the “Old Notes.” We are making this offer to exchange the Old Notes for the New Notes tosatisfy our obligations under the registration rights agreements that we entered into with the purchasers of the OldNotes in connection with our issuance of the Old Notes to those purchasers. We will not receive any cash proceeds from this exchange offer. The issuance of the New Notes in exchangefor the Old Notes will not result in any increase in our outstanding indebtedness. Old Notes that are notexchanged for New Notes in this exchange offer will remain outstanding. The exchange offer is not subject to anyminimum tender condition but is subject to certain customary conditions. Upon expiration of the exchange offer, all Old Notes that have been validly tendered and not withdrawn willbe exchanged for an equal principal amount of New Notes. The terms of the New Notes are identical in allmaterial respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Actand are generally not subject to transfer restrictions, are not entitled to registration rights under the registrationrights agreements that we entered into with the initial purchasers of the Old Notes and do not have the right toadditional interest under the circumstances described in the registration rights agreements relating to ourfulfillment of our registration obligations. The New Notes evidence the same debt as the Old Notes and aregoverned by the same indenture under which the Old Notes were issued. There is no existing public market for the Old Notes or the New Notes and we do not expect any publicmarket to develop in the future for either the Old Notes or the New Notes. The Old Notes are not listed on anynational securities exchange or quotation system and we do not intend to list the New Notes on any nationalsecurities exchange or quotation system. You may withdraw your tender of Old Notes at any time prior to the expiration of the exchange offer. Wewill exchange all of the outstanding Old Notes that are validly tendered and not validly withdrawn prior to theexpiration of the exchange offer for an equal principal amount of New Notes. Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer mustacknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection withany resale of such New Notes. A broker-dealer that acquired Old Notes because of market-making or other tradingactivities may use this prospectus, as supplemented or amended from time to time, in connection with resales ofthe New Notes for a period of 180days after the completion of the exchange offer. See the section entitled “Planof Distribution” beginning on page47. Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page13, aswell as the risk factors contained in ourAnnual Report on Form 10-K for the year ended December31, 2024, ourQuarterly Reports on Form10-Q for the quarters endedSeptember30, 2025,June30, 2025andMarch31, 2025, andin the other reports filed by us with the Securities and Exchange Commission and incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission or regulatory body hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of the disclosure in thisprospectus. Any representation to the contrary is a criminal offense. The securities to be exchanged are not savings accounts, deposits or obligations of any bank and are not insuredby the Federal Deposit Insurance Corporation or any other governmental agency. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4SUMMARY6RISK FACTORS13USE OF PROCEEDS20THE EXCHANGE OFFER21DESCRIPTION OF THE NOTES31CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS46PLAN OF DISTRIBUTION47LEGAL MATTERS48EXPERTS48 ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement that we have filed with the U.S. Securities andExchange Co