Sec Form 4 Filing - Capitani Todd L @ SHORE BANCSHARES INC - 2023-07-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Capitani Todd L 2. Issuer Name and Ticker or Trading Symbol SHORE BANCSHARES INC [ SHBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 18 E DOVER STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2023 (Street) EASTON, MD21601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/01/2023 A 22,551 A $ 0 ( 1 ) ( 2 ) 22,551 D Common Stock 07/01/2023 A 4,592 A $ 0 ( 2 ) ( 3 ) 4,592 I By TCFC ESOP Common Stock 07/01/2023 A 3,285 A $ 0 ( 2 ) ( 4 ) 3,285 I By Spouse 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) 07/01/2023 A 10,727 ( 6 ) ( 6 ) Common Stock 10,727 $ 0 10,727 D Restricted Stock Units ( 5 ) 07/01/2023 A 3,149 ( 7 ) ( 7 ) Common Stock 3,149 $ 0 ( 8 ) 13,876 D Restricted Stock Units ( 5 ) 07/01/2023 A 3,603 ( 9 ) ( 9 ) Common Stock 3,603 $ 0 ( 10 ) 17,479 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Capitani Todd L 18 E DOVER STREET EASTON, MD21601 See Remarks Signatures /s/ Christy Lombardi, Attorney in Fact for Todd L. Capitani 07/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2023, the company formerly known as The Community Financial Corporation ("TCFC") merged with and into Shore Bancshares Inc. (the "Issuer"). The indicated shares were received in exchange for 9,684 shares of TCFC in connection with merger. ( 2 )At the effective time of the merger, each share of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 of a share of the Issuer's common stock, with fractional shares settled in cash, pursuant to the Agreement and Plan of Merger, dated December 14, 2022, by and between TCFC and the Issuer (the "Agreement"). ( 3 )The indicated shares were received in exchange for 1,972 shares of TCFC in connection with merger. ( 4 )The indicated shares were received in exchange for 1,411 shares of TCFC in connection with merger. ( 5 )Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. ( 6 )The restricted stock units vest in two equal annual instalments beginning July 1, 2024. ( 7 )The restricted stock units vest as follows: 550 units on August 20, 2023, 389 units on December 17, 2023, 531 units on February 4, 2024, 328 units on February 10, 2024, 329 units on February 10, 2025, and 341 units on each of March 6, 2024, March 6, 2025 and 340 units on March 6, 2026. ( 8 )At the effective time of the merger, each restricted stock unit representing shares of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 restricted stock units representing shares of the Issuer's common stock, with fractional shares rounded to the nearest whole number, pursuant to the Agreement. ( 9 )The restricted stock units vest as follows: 1,591 on December 31, 2023, 987 on December 31, 2024, and 1,025 on December 31, 2025. ( 10 )At the effective time of the merger, each performance based restricted stock unit representing shares of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 restricted stock units representing shares of the Issuer's common stock, with fractional shares rounded to the nearest whole number, pursuant to the Agreement.

Remarks: Executive Vice President and CFO

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