UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021.

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39285

Partners Bancorp

(Exact name of registrant as specified in its charter)


Maryland		52-1559535
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
2245 Northwood Drive, Salisbury, Maryland		21801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (410)-548-1100

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 $.01 per share	PTRS	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2021, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $78,977,410 based on the closing price of $8.04 per share on the Nasdaq Capital Market on that date.

As of April 27, 2022, there were 17,961,699 shares outstanding of the registrant’s common stock, $0.01 par value.

Auditor Name: Yount, Hyde & Barbour, P.C.Auditor Location: Richmond, VirginiaAuditor Firm ID: 613

		Page
EXPLANATORY NOTE		1
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	16
PART IV
Item 15.	Exhibits and Financial Statement Schedules	17
EXHIBIT INDEX		17
SIGNATURES		19


												Nonqualified
										Non-Equity		Deferred
						Stock		Option		Incentive Plan		Compensation		All Other
Name and Principal Position	Year	Salary		Bonus (2)		Awards		Awards		Compensation (3)		Earnings		Compensation(4)		Total
Lloyd B. Harrison, III Chief Executive Officer, Company; Chief Executive Officer, Virginia Partners (1)	2021	$	332,750	$	9,983	$	—	$	—	$	69,877	$	—	$	52,647	$	465,257
	2020	$	315,869	$	32,443	$	—	$	—	$	56,269	$	—	$	37,257	$	441,838
John W. Breda President and Chief Operating Officer, Company; President and Chief Executive Officer, Delmarva	2021	$	332,750	$	66,000	$	—	$	—	$	—	$	—	$	42,284	$	441,034
	2020	$	302,500	$	30,000	$	—	$	—	$	—	$	—	$	26,068	$	358,568
J. Adam Sothen Chief Financial Officer, Company; Executive Vice President and Chief Financial Officer, Virginia Partners	2021	$	206,000	$	6,180	$	—	$	—	$	28,840	$	—	$	9,923	$	250,943
	2020	$	208,787	$	21,654	$	—	$	—	$	25,546	$	—	$	12,980	$	268,967


	Car		Company-paid		401(k)		Reimbursement
	Allowance/		Life Insurance		Matching		of Legal and Tax
Name	Company Car (1)		Premiums (2)		Contributions		Advisor Fees (3)		Other (4)
Lloyd B. Harrison, III	$	25,711	$	5,162	$	7,104	$	12,513	$	2,157
John W. Breda	$	14,291	$	3,337	$	7,806	$	16,850	$	—
J. Adam Sothen	$	—	$	—	$	7,343	$	2,580	$	—


	Fees Earned or		Option		All Other
Name (1)	Paid in Cash		Awards(2)		Compensation (3)		Total
Mona D. Albertine	$	36,800	$	—	$	—	$	36,800
Michael W. Clarke	$	27,900	$	—	$	82,100	$	110,000
Mark L. Granger	$	33,800	$	—	$	—	$	33,800
Kenneth R. Lehman	$	44,400	$	—	$	—	$	44,400
Steven R. Mote	$	32,100	$	—	$	—	$	32,100
George P. Snead	$	50,900	$	—	$	—	$	50,900
James A. Tamburro	$	42,300	$	—	$	—	$	42,300
Jeffrey F. Turner	$	152,700	$	—	$	—	$	152,700
Robert C. Wheatley	$	44,100	$	—	$	—	$	44,100
	$	465,000	$	—	$	82,100	$	547,100


				Total Number
	Number of		Shares Subject	of Shares
	Shares of		to Exercisable	Beneficially	Percent of
	Common Stock		Options	Owned	Class (1)
Name of Beneficial Owner
Directors
Mona D. Albertine	56,778	(2)	—	56,778	*	%
John W. Breda	29,946		—	29,946	*	%
Michael W. Clarke	203,964		—	203,964	1.14	%
Mark L. Granger	30,797	(3)	—	30,797	*	%
Lloyd B. Harrison, III	199,170	(4)	—	199,170	1.11	%
Kenneth R. Lehman	7,386,431	(5)	—	7,386,431	41.12	%
Steven R. Mote	29,936		—	29,936	*	%
George P. Snead	24,161		—	24,161	*	%
James A. Tamburro	21,644	(6)	—	21,644	*	%
Jeffrey F. Turner	59,682	(7)	—	59,682	*	%
Robert C. Wheatley	15,122		—	15,122	*	%

Named Executive Officers Who are Not Directors
J. Adam Sothen	—		25,768	25,768	*	%

All Directors and Current Named Executive Officers as a Group (12 persons)	8,057,631		25,768	8,083,399	45.00	%


				Number of
				securities remaining
	Number of			available for future
	securities to be			issuance under
	issued upon	Weighted-average		equity
	exercise of	exercise price of		compensation plans
	outstanding	outstanding		(excluding securities
	options, warrants	options, warrants		reflected in column
Plan Category	and rights (a)	and rights (b)		(a) (c)
Equity compensation plans approved by security holders	—	$	—	1,155,000
Equity compensation plans not approved by security holders	(1)	$	(1)	(1)
Total	(1)	$	(1)	1,155,000


Year Ended December 31,	2021		2020
Audit Fees (1)	$	144,250	$	125,500
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
	$	144,250	$	125,500

Exhibit No.
2.1+	Agreement and Plan of Merger, dated as of November 4, 2021, between and among OceanFirst Financial Corp., Coastal Merger Sub Corp., and Partners Bancorp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 4, 2021).
3.1	Articles of Incorporation of Partners Bancorp, with amendments thereto (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed on May 10, 2019).
3.1.1	Amendment to the Articles of Incorporation of Partners Bancorp, dated December 20, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 20, 2019).
3.1.2	Amendment to the Articles of Incorporation of Partners Bancorp, effective as of August 19, 2020 (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on August 20, 2020).
3.2	Bylaws of Partners Bancorp (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 20, 2020).
4.1	Specimen Certificate for Common Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 1-A filed on November 22, 2017).
4.2	Description of the Company’s Registered Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 30, 2021).
4.3	Form of Subordinated Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 30, 2020).
10.1	Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2020).
10.2*	Noncompete Agreement dated as of January 27, 2017 between The Bank of Delmarva and Edward M. Thomas (incorporated by reference to Exhibit 6.2 to the Company’s Form 1-A filed on November 22, 2017).
10.3*	Employment Agreement, dated as of December 13, 2018, among John W. Breda, Partners Bancorp and The Bank of Delmarva (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on S-4 (Registration No. 333-230599) filed on March 29, 2019).
10.4*	First Amendment, effective as of November 4, 2021, to the Employment Agreement, dated as of December 13, 2018, among John W. Breda, Partners Bancorp and The Bank of Delmarva (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 4, 2021).
10.5*	Employment Agreement, dated as of December 13, 2018, among Lloyd B. Harrison, III, Partners Bancorp and Virginia Partners Bank (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on S-4 (Registration No. 333-230599) filed on March 29, 2019).
10.6*	First Amendment, effective as of November 4, 2021, to the Employment Agreement, dated as of December 13, 2018, among Lloyd B. Harrison, III, Partners Bancorp and Virginia Partners Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2021).
10.7*	Delmar Bancorp 2014 Stock Plan (incorporated by reference to Exhibit 6.3 to the Company’s Form 1-A filed on November 22, 2017).
10.8*	Delmar Bancorp 2004 Stock Plan (incorporated by reference to Exhibit 6.3 to the Company’s Form 1-A filed on November 22, 2017).
10.9*	Liberty Bell Bank 2004 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.9 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed on May 10, 2019).
10.10*	Liberty Bell Bank Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.10 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed on May 10, 2019).
10.11*	Employment Agreement dated as of March 24, 2019 between Elizabeth Eicher and The Bank of Delmarva (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on S-4 (Registration No. 333-230599) filed on March 29, 2019).

10.12*	Employment Agreement dated as of December 1, 2018 between Adam Sothen and Virginia Partners Bank (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on S-4 (Registration No. 333-230599) filed on March 29, 2019).
10.13*	Virginia Partners Bank 2008 Incentive Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on S-8 (Registration No. 333-237151) filed on March 13, 2020).
10.14*	Virginia Partners Bank 2015 Incentive Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on S-8 (Registration No. 333-237151) filed on March 13, 2020).
10.15*	Virginia Partners Bank Form of Employee Incentive Stock Option Agreement under 2008 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on March 30, 2021).
10.16*	Virginia Partners Bank Form of Employee Incentive Stock Option Agreement under 2015 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on March 30, 2021).
10.17*	Summary of Virginia Partners Bank Management Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on March 30, 2021).
10.18*	Partners Bancorp 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on May 20, 2021).
10.19*	Partners Bancorp Form of Time-Based Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).
10.20*	Partners Bancorp Form of Time-Based Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).
21++	Subsidiaries of the Registrant
23.1++	Consent of Yount Hyde & Barbour P.C.
31.1^˄	Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
31.2^˄	Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer
32.1++	Section 1350 Statement of Principal Executive Officer

32.2++	Section 1350 Statement of Principal Financial Officer

101.INS++	Inline XBRL Instance Document
101.SCH++	Inline XBRL Taxonomy Extension Schema Document
101.CAL++	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF++	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB++	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE++	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104^˄	The cover page from Partners Bancorp’s Annual Report on Form 10-K/A for the year ended December 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) (included with Exhibit 101)

	PARTNERS BANCORP
	By:	/s/ Lloyd B. Harrison, III
	Name:	Lloyd B. Harrison, III
	Title:	Chief Executive Officer


Name	Position	Date
/s/ Mona D. Albertine
Mona D. Albertine	Director	April 27, 2022
/s/ John W. Breda
John W. Breda	President & Chief Operating Officer, Director	April 27, 2022
/s/ Michael W. Clarke
Michael W. Clarke	Director	April 27, 2022
/s/ Mark L. Granger
Mark L. Granger	Director	April 27, 2022
/s/ Lloyd B. Harrison, III	Chief Executive Officer, Director
Lloyd B. Harrison, III	(Principal Executive Officer)	April 27, 2022
/s/ Kenneth R. Lehman
Kenneth R. Lehman	Director	April 27, 2022
/s/ Steven R. Mote
Steven R. Mote	Director	April 27, 2022
/s/ George P. Snead
George P. Snead	Vice Chairman of the Board of Directors	April 27, 2022
/s/ James A. Tamburro
James A. Tamburro	Director	April 27, 2022
/s/ Jeffrey F. Turner
Jeffrey F. Turner	Chairman of the Board of Directors	April 27, 2022
/s/ Robert C. Wheatley
Robert C. Wheatley	Director	April 27, 2022
/s/ J. Adam Sothen	Chief Financial Officer
J. Adam Sothen	(Principal Financial Officer)	April 27, 2022
/s/ Betsy J. Eicher	Chief Accounting Officer
Betsy J. Eicher	(Principal Accounting Officer)	April 27, 2022