Item 5.02 Departure of Directors or Certain Other Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2022, Partners Bancorp (the "Company") announced that, effective December 8, 2022, John W. Breda has succeeded Lloyd B. Harrison, III as the Company's Chief Executive Officer (the "CEO Transition"). The CEO Transition was completed as contemplated in the employment agreements with the Company of each of Mr. Breda and Mr. Harrison, in each case dated December 13, 2018 and amended November 4, 2021 (with respect to Mr. Harrison, the "Harrison Agreement").

Also effective December 8, 2022, the Board of Directors of the Company approved the Second Amendment to the Harrison Agreement, which modifies the definition of "Management Succession Date" in Section 1.20 of the Harrison Agreement to provide that Mr. Harrison shall serve as Senior Executive Vice President of the Company following the CEO Transition, and specifies certain duties of the Senior Executive Vice President role. The foregoing description of the Second Amendment to the Harrison Agreement is qualified in its entirety by the terms of such Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Following the CEO Transition, Mr. Breda and Mr. Harrison in their respective new roles as Chief Executive Officer and President, and Senior Executive Vice President, respectively, of the Company will work together on the Company's review of all strategic alternatives available to the Company to enhance returns to shareholders and other special strategic projects. Mr. Breda continues to serve as President and Chief Executive Officer of The Bank of Delmarva, and Mr. Harrison continues to serve as Chief Executive Officer of Virginia Partners Bank.

Item 7.01 Regulation FD Disclosure

On December 8, 2022, the Company issued a press release announcing completion of the CEO Transition and that Mr. Harrison has been appointed as Senior Executive Vice President of the Company.

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



  10.1         Second Amendment, effective as of December 8, 2022, to the
             Employment Agreement, dated December 13, 2018 and amended on
             November 4, 2021, by and among Partners Bancorp (formerly Delmar
             Bancorp), Virginia Partners Bank and Lloyd B. Harrison, III

  99.1         Press Release, dated December 8, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)




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