UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 203, 2023 (July 1, 2023)

THE COMMUNITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

001-36094

52-1652138

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3035 Leonardtown Road, Waldorf, Maryland 20601

(Address of principal executive offices) (Zip Code)

(301) 645-5601

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TCFC	The NASDAQ Stock Market LLC

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~~Introductory 5Note.~~07. Submission of Matters to a Vote of Security Holders.~~

OnThis ~~June~~Current ~~20,~~Report ~~2023,~~on ~~The~~Form 8-K is ~~Community~~being ~~Financial~~filed ~~Corporation,~~in aconnection ~~Maryland~~with ~~corporation (“TCFC” or~~ the ~~“Company”), held~~transactions acontemplated ~~special~~by ~~meeting~~that ofcertain ~~its shareholders (the “Special Meeting”) virtually via live audio webcast, to consider and vote upon (i) a proposal to approve the~~ Agreement and Plan of Merger, dated as of December 14, 2022 (the “Merger Agreement”), by and between ~~Shore~~The ~~Bancshares,~~Community ~~Inc.~~Financial Corporation (“~~SHBI”) and~~ TCFC~~, and the merger of TCFC with and into SHBI (the “Merger~~”), ~~with~~ ~~SHBI~~a asMaryland ~~the surviving~~ corporation ~~(the “Merger Proposal”)~~, ~~(ii)~~and aShore ~~proposal for a non-binding~~Bancshares, ~~advisory shareholder approval of the compensation that TCFC’s named executive officers may receive based on or otherwise relating to the Merger (the “Compensation Proposal”)~~Inc., ~~and (iii)~~ a ~~proposal~~Maryland tocorporation ~~adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger~~ (~~the~~ “~~Adjournment Proposal~~SHBI”). As described below, there were sufficient shares of TCFC common stock present in person or by proxy and voted at the Special Meeting in favor of the Merger Proposal, and as a result, the Adjournment Proposal was not considered or voted upon at the Special Meeting. The following are the voting results of the Special Meeting.

OnEffective ~~May~~July 21, 2023 (the “Closing Date”), TCFC completed its merger of equals with SHBI pursuant to the ~~record~~terms of the Merger Agreement. At the ~~date~~effective ~~for~~time of the ~~Special~~Merger ~~Meeting~~(the “Effective Time”), ~~there~~TCFC ~~were~~was 5merged with and into SHBI,~~669~~ with SHBI as the surviving corporation,~~274~~ ~~shares~~which was promptly followed by the merger of TCFC’s ~~common~~wholly-owned ~~stock~~bank ~~issued~~subsidiary, ~~outstanding~~Community ~~and~~Bank ~~entitled~~of tothe ~~vote. Shareholders~~Chesapeake, ~~holding~~a ~~4,298,144~~Maryland-chartered ~~shares~~commercial ofbank ~~TCFC~~(“CBC”), ~~common~~with ~~stock~~and ~~were~~into ~~present~~Shore atUnited ~~the~~Bank, ~~Special~~N.A. ~~Meeting~~(“Shore United”), which inis ~~person~~the orwholly-owned ~~represented~~subsidiary byof ~~proxy~~SHBI, ~~constituting~~with aShore ~~quorum~~United as the surviving bank.

1Pursuant to the terms of the Merger Agreement, each share of TCFC common stock, par value $0.01 ~~Approval~~per share (“TCFC Common Stock”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “Exchange Ratio”) of SHBI common stock, par value $0.01 per share (“SHBI Common Stock”), with an amount in cash, without interest, to be paid in lieu of fractional shares (the “Merger Proposal*Consideration”).

For	Against	Abstain	Broker Non-Votes
4,225,396	69,245	3,503	–

At the Effective Time, and pursuant to the Merger Agreement, (i) each award in respect of a share of TCFC Common Stock subject to vesting, repurchase or other lapse restriction (a “TCFC Restricted Stock Award”) that was outstanding immediately prior to the Effective Time was automatically converted into a restricted stock award (a “SHBI Restricted Stock Award”) in respect of that number of shares of SHBI Common Stock, equal to the product of the total number of shares of TCFC Common Stock subject to the TCFC Restricted Stock Award multiplied by the Exchange Ratio; (ii) each time-vesting restricted stock unit award in respect of a share of TCFC Common Stock (a “TCFC RSU Award”) that was outstanding immediately prior to the Effective Time was automatically converted into a time-vesting restricted stock unit award (a “SHBI RSU Award”) in respect of that number of shares of SHBI Common Stock, equal to the product of the total number of shares of TCFC Common Stock subject to the TCFC RSU Award multiplied by the Exchange Ratio; and (iii) each performance-vesting restricted stock unit award in respect of a share of TCFC Common Stock (a “TCFC PSU Award”) that was outstanding immediately prior to the Effective Time was automatically converted into a SHBI RSU Award in respect of that number of shares of SHBI Common Stock equal to the product of the total number of shares of TCFC Common Stock subject to the TCFC PSU Award multiplied by the Exchange Ratio. The number of shares of TCFC Common Stock subject to a TCFC PSU Award immediately prior to the Effective Time was determined assuming performance goals were satisfied based on target performance. Each outstanding share of SHBI Common Stock remained outstanding and was unaffected by the Merger.

*The ~~affirmative~~ ~~vote~~total aggregate consideration delivered to holders of atTCFC ~~least~~Common Stock awas ~~two-thirds~~approximately 13,296,910 shares of ~~the~~SHBI ~~outstanding~~Common Stock. The issuance of shares of ~~TCFC~~SHBI ~~common~~Common ~~stock entitled~~Stock toin ~~vote~~connection atwith the ~~Special~~Merger was ~~Meeting~~registered ~~was~~under ~~required~~the toSecurities ~~approve~~Act of 1933, as amended (the ~~Merger~~“Securities ~~Proposal~~Act”) pursuant to Registration Statement on Form S-4 (File No. ~~Abstentions~~333-271273) initially filed by SHBI with the Securities and ~~broker~~Exchange ~~non-votes~~Commission ~~had~~(the “SEC”) on April 14, 2023 and declared effective on May 8, 2023 (the ~~same~~“Registration ~~effect~~Statement”). The joint proxy statement/prospectus asincluded ~~votes~~in the Registration Statement (the “~~against~~Joint Proxy Statement/Prospectus”) contains additional information about the Merger ~~Proposal.~~Agreement and the transactions contemplated thereby.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 ~~Approval~~to ofTCFC’s Current Report on Form 8-K filed with the ~~Compensation~~SEC Proposal**on December 14, 2022, and incorporated into this Item 2.01 by reference.

For	Against	Abstain	Broker Non-Votes
3,982,402	207,835	107,907	–

Item 2.01

Completion of Acquisition or Disposition of Assets.

**The ~~affirmative~~information ~~vote~~set offorth atin ~~least~~the aIntroductory ~~majority~~Note of ~~the~~this ~~shares~~Current ofReport ~~TCFC~~on ~~common stock cast at the Special Meeting was required to approve the Compensation Proposal. Abstentions and broker non~~Form 8-~~votes~~K is ~~had~~incorporated noby ~~effect~~reference oninto ~~the~~this ~~vote~~Item 2. 01.

Item 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~June~~the ~~20,~~Closing ~~2023~~Date, TCFC ~~and~~notified ~~SHBI~~the ~~issued~~Nasdaq aStock ~~joint~~Market ~~press~~LLC ~~release~~(“Nasdaq”) ~~announcing~~ that, atthe ~~special~~Merger ~~meetings~~had ofclosed ~~their~~and ~~respective~~requested ~~shareholders held on~~that ~~June~~Nasdaq ~~20,~~(i) suspend ~~2023,~~trading ~~SHBI’s~~of ~~shareholders~~TCFC ~~approved~~Common ~~the~~Stock ~~Merger~~after ~~and~~ the ~~issuance~~close of ~~shares~~trading ~~of SHBI’s~~on ~~common~~June ~~stock~~30, to2023 ~~the~~(ii) ~~shareholders~~withdraw of TCFC inCommon ~~connection~~Stock ~~with~~from listing ~~the~~on ~~Merger,~~Nasdaq ~~and~~prior ~~TCFC’s~~to ~~shareholders~~the ~~approved~~opening ~~(i)~~of ~~the~~trading ~~Merger Proposal~~on July3, 2023, and (iiiii) file ~~the~~with ~~Compensation Proposal. Subject to customary closing conditions,~~ the ~~Merger~~SEC isa ~~expected~~notification toon beForm ~~consummated~~25 ~~effective as~~of delisting of ~~July~~TCFC 1,Common ~~2023.~~Stock Aunder ~~copy~~Section 12(b) of the ~~press~~Securities ~~release~~Exchange isAct ~~attached~~of 1934, as ~~Exhibit~~amended ~~99.1~~(the to“Exchange ~~this~~Act”). As ~~Current~~a ~~Report~~result, onTCFC ~~Form~~Common ~~8-K~~Stock ~~(this “Current Report”) and~~ is ~~incorporated~~no ~~into~~longer ~~this~~listed ~~Item~~on 7Nasdaq.~~01 by reference.~~

~~Information contained in Item 7.01 of this Current~~Additionally, ~~Report~~SHBI, ~~including~~as ~~Exhibit~~successor ~~99.1~~to TCFC, ~~shall~~intends ~~not~~to befile ~~deemed~~with ~~filed for~~ the ~~purposes~~SEC ofas ~~the~~promptly ~~Securities~~as ~~Exchange~~possible ~~Act~~a ofcertification ~~1934,~~on asForm ~~amended,~~15 ~~nor~~requesting ~~shall~~the termination ~~such~~of ~~information~~registration ~~and~~of ~~exhibit~~TCFC beCommon ~~deemed~~Stock ~~incorporated~~under bySection 12(g) ~~reference~~of inthe ~~any~~Exchange ~~filing~~Act ~~under~~and the ~~Securities~~suspension ~~Act~~ of ~~1933,~~TCFC’s asreporting ~~amended, except as~~obligations ~~shall~~under beSections ~~expressly~~13 ~~set~~and ~~forth~~15(d) byof ~~specific~~the ~~reference~~Exchange ~~in such a filing~~Act.

~~Item~~The information ~~9.01.~~set ~~Financial~~forth ~~Statements~~in ~~and~~the ~~Exhibits~~Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to the Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of TCFC Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the terms of the Merger Agreement, each of TCFC’s directors and executive officers ceased serving in such capacities and SHBI expanded the size of its board of directors to twenty (20) directors. As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation of TCFC and the Amended and Restated Bylaws of TCFC ceased to be in effect by operation of law. The Amended and Restated Articles of Incorporation of SHBI and the Amended and Restated Bylaws of SHBI, as in effect immediately prior to the Effective Time, remained the Amended and Restated Articles of Incorporation of SHBI (as successor to TCFC by operation of law) and the Amended and Restated Bylaws of SHBI, as amended, in each case consistent with the terms of the Merger Agreement.

In connection with the consummation of the Merger, SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000 (the “Articles of Amendment”). The Articles of Amendment became effective on July 1, 2023, immediately prior to the Effective Time.

Effective immediately prior to the Effective Time, SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board.

The foregoing descriptions of the Amended and Restated Articles of Incorporation of SHBI, the Articles of Amendment of SHBI and SHBI’s Amended and Restated By-Laws do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Articles, Articles of Amendment and Second Amended and Restated By-Laws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report and incorporated into this Item 5.03 by reference.

The information set forth in the Introductory Note of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On July 3, 2023, SHBI and TCFC issued a joint press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number
Exhibit No.		Description
99.1	Joint Press Release, dated June 20, 2023
2.1		Agreement and Plan of Merger, dated as of December 14, 2022, by and between Shore Bancshares, Inc. and The Community Financial Corporation (incorporated by reference to Exhibit 2.1 to TCFC’s Form 8-K filed with the SEC on December 14, 2022)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Shore Bancshares, Inc.’s Form 8-K filed on December 14, 2000)
3.2		Articles of Amendment of the Amended and Restated Articles of Incorporation of Shore Bancshares, Inc., effective as of July 1, 2023
3.3		Second Amended and Restated By-Laws of Shore Bancshares, Inc., dated July 1, 2023
99.1		Joint Press release, dated July 3, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		THE COMMUNITY FINANCIAL CORPORATION (Registrant)
	SHORE BANCSHARES, INC.
Date: June 20, 2023			By:	/s/ James M. Burke
	(as successor by merger to The Community Financial Corporation)
				James M. Burke
Date: July 3, 2023		By:	/s/ James M. Burke
				President and Chief Executive Officer
			James M. Burke
			President and Chief Executive Officer

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