PTRS / Partners Bancorp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PTRS / Partners Bancorp / FJ Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) * Partners Bancorp (PTRS) (Name of Issuer) Common Stock (Title of Class of Securities) 70213Q 10 8 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39285 PARTNERS BANCORP (Exact name of registrant as specified in its cha

As filed with the United States Securities and Exchange Commission on December 6, 2023.

As filed with the United States Securities and Exchange Commission on December 6, 2023.

As filed with the United States Securities and Exchange Commission on December 6, 2023.

As filed with the United States Securities and Exchange Commission on December 6, 2023.

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

As filed with the United States Securities and Exchange Commission on December 1, 2023.

As filed with the United States Securities and Exchange Commission on December 1, 2023.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 30, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

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): November 16, 2023 Partners Bancor

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): November 16, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of Federal Reserve Board Approval and Closing Date for Merger of Equals

Exhibit 99.1 FOR IMMEDIATE RELEASE LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of Federal Reserve Board Approval and Closing Date for Merger of Equals November 16, 2023 – CAMP HILL, PA and SALISBURY, MD - LINKBANCORP, Inc. ("LINK") (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp ("Partners") (NASDAQ: PTRS), a financial services company with two wholly-owned operating s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ 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: 001-3928

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): November 6, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Third Quarter 2023 SALISBURY, MD – October 27, 2023 – Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to the Company of $4.5 million

LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of FDIC and State Regulatory Approvals for Merger of Equals

Exhibit 99.1 FOR IMMEDIATE RELEASE LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of FDIC and State Regulatory Approvals for Merger of Equals October 13, 2023 – CAMP HILL, PA and SALISBURY, MD - LINKBANCORP, Inc. ("LINK") (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp ("Partners") (NASDAQ: PTRS), a financial services company with two wholly-owned operating subsidiaries,

Financial Statements and Exhibits, Other Events

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): October 13, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ 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 Par

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Second Quarter 2023 SALISBURY, MD – July 31, 2023 – Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to the Company of $3.8 million,

Other Events

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): July 26, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

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 22, 2023 Partners Bancorp (E

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 22, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of Shareholder Approvals for Merger of Equals

Exhibit 99.1 LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of Shareholder Approvals for Merger of Equals CAMP HILL, Pa. and SALISBURY, Md. – June 22, 2023 – LINKBANCORP, Inc. (“LINK”) (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp (“Partners”) (NASDAQ: PTRS), a financial services company with two wholly-owned operating subsidiaries, The Bank of Delmarva and Virginia Par

PTRS / Partners Bancorp / FJ Capital Management LLC Passive Investment

SC 13G 1 eps10828ptrs.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Partners Bancorp (PTRS) (Name of Issuer) Common Stock (Title of Class of Securities) 70213Q 10 8 (CUSIP Number) 6/16/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ 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 Pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): May 1, 2023 Partners Bancorp (Exa

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): May 1, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the First Quarter 2023 SALISBURY, MD – May 1, 2023 – Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to the Company of $3.3 million, or

Other Events

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): April 26, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ 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 Partner

Subsidiaries of the Registrant

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Name of Entity Jurisdiction of Organization Ownership Interest Delmar Bancorp - Registrant Maryland The Bank of Delmarva Delaware 100.

Filed by LINKBANCORP, INC.

425 Filed by LINKBANCORP, INC. (Commission File No. 001-41505) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Partners Bancorp (Commission File No. 001-39285) The following is a transcript of the LINKBANCORP, Inc. and Partners Bancorp Merger Announcement Conference Call held on February 23, 2

Filed by LINKBANCORP, INC.

Filed by LINKBANCORP, INC. (Commission File No. 001-41505) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Partners Bancorp (Commission File No. 001-39285) Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of the Private Securities Litigatio

Agreement and Plan of Merger, dated as of February 22, 2023, by and between LINKBANCORP, Inc. and Partners Bancorp.*

Exhibit 2.1 Execution copy AGREEMENT AND PLAN OF MERGER by and between LINKBANCORP, INC. and PARTNERS BANCORP Dated as of February 22, 2023 TABLE OF CONTENTS Article I THE MERGER 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5 Conversion of Partners Common Stock 3 1.6 Treatment of Partners Equity Awards 4 1.7 Articles of Incorporation of Surviving Corporation 5

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): February 22, 2023 Partners Bancor

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): February 22, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

Filed by LINKBANCORP, INC.

425 Filed by LINKBANCORP, INC. (Commission File No. 001-41505) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Partners Bancorp (Commission File No. 001-39285) In connection with the pending transaction between LINKBANCORP, INC. (“LINK”) and Partners Bancorp (“Partners”), LINK provided the fol

Agreement and Plan of Merger, dated as of February 22, 2023, by and between LINKBANCORP, Inc. and Partners Bancorp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 22, 2023).*

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): February 22, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

VOTING AND SUPPORT AGREEMENT

Exhibit 99.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of February 22, 2023 (this “Agreement”), is by and between Partners Bancorp, a Maryland corporation (“Partners”), and the undersigned stockholder (the “Stockholder”) of LINKBANCORP, Inc., a Pennsylvania corporation (the “LINK”). Capitalized terms used herein and not defined herein shall have the meanings specifie

Creating a Preeminent Mid-Atlantic Community Bank With Nearly $3 billion in Assets

Exhibit 99.4 LINKBANCORP, INC. and Partners Bancorp to Combine in Transformational Merger of Equals Creating a Preeminent Mid-Atlantic Community Bank With Nearly $3 billion in Assets CAMP HILL, Pa. and SALISBURY, Md. – February 22, 2023 – LINKBANCORP, Inc. (“LINK”) (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp (“Partners”) (NASDAQ: PTRS), a financial services company with two wh

VOTING AND SUPPORT AGREEMENT

Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of February 22, 2023 (this “Agreement”), is by and between LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), and the undersigned stockholder (the “Stockholder”) of Partners Bancorp, a Maryland corporation (the “Partners”). Capitalized terms used herein and not defined herein shall have the meanings specifie

+ ‐ ‐ ‐ ‐ ; ; ; ‐ ‐ Key Highlights(1) ••••• •••• ••••• ‒ ‒ ▲▲▲▲ ▲▲▲ ▲▲▲▲▲ ‒ ‒ ‒ ‒ P P P P P P P P P P (1)

Exhibit 99.3 + ‐ ‐ ‐ ‐ ; ; ; ‐ ‐ Key Highlights(1) ••••• •••• ••••• ‒ ‒ ▲▲▲▲ ▲▲▲ ▲▲▲▲▲ ‒ ‒ ‒ ‒ P P P P P P P P P P (1)

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): February 22, 2023 Partners Bancor

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): February 22, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Fourth Quarter and Full Year 2022 SALISBURY, MD – February 22, 2023 – Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to the Company

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): February 21, 2023 LINKBANCORP, IN

425 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): February 21, 2023 LINKBANCORP, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-41505 82-5130531 (State or Other Jurisdiction) of Incorporation) (Commissio

Filed by LINKBANCORP, INC.

425 Filed by LINKBANCORP, INC. (Commission File No. 001-41505) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Partners Bancorp (Commission File No. 001-39285) In connection with the pending transaction between LINKBANCORP, INC. (“LINK”) and Partners Bancorp (“Partners”), LINK provided the fol

Other Events

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): January 24, 2023 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

Submission of Matters to a Vote of Security Holders

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): December 14, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 8, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

Partners Bancorp Announces Completion of CEO Transition

Exhibit 99.1 PRESS RELEASE Partners Bancorp Announces Completion of CEO Transition SALISBURY, MD - December 8, 2022 - Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva, Seaford, Delaware, and Virginia Partners Bank, Fredericksburg, Virginia, announced that, as planned, John W. Breda has succeeded Lloyd B. Harrison, III as Chief Executive Officer of the Com

Second Amendment, effective as of December 8, 2022, to the Employment Agreement, dated as of December 13, 2018 and amended on November 4, 2021, by and 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 December 8, 2022).

Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (?Second Amendment?) is made and entered into as of the 8th day of December 2022, by and between Partners Bancorp, formerly named Delmar Bancorp (the ?Company?), Virginia Partners Bank (the ?Bank?), and Lloyd B. Harrison, III (?Executive?), and is effective as of this date. WHEREAS, the Company, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 9, 2022 PARTNERS BANCORP (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.

Mutual Termination Agreement, dated as of November 9, 2022, by and between OceanFirst Financial Corp. and Partners Bancorp

Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this ?Agreement?), dated November 9, 2022, is made by and between OceanFirst Financial Corp., a Delaware corporation (?OCFC?), and Partners Bancorp, a Maryland corporation (?Partners?). W I T N E S E T H: WHEREAS, OCFC and Partners entered into that certain Agreement and Plan of Merger, dated November 4, 2021 (as amended,

OCEANFIRST FINANCIAL CORP. AND PARTNERS BANCORP ANNOUNCE MUTUAL TERMINATION OF MERGER AGREEMENT

Exhibit 99.1 PRESS RELEASE Contacts: For OceanFirst Financial Corp. For Partners Bancorp Patrick Barrett Lloyd B. Harrison Executive Vice President and Chief Executive Officer Chief Financial Officer Virginia Partners Bank/ OceanFirst Financial Corp. Maryland Partners Bank (a division of Virginia Partners Bank) 732.240.4500 ext. 7507 540.899.2234 [email protected] FOR IMMEDIATE RELEASE OCEAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Ru

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Third Quarter 2022 SALISBURY, MD ? October 31, 2022 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $4.1 million

Other Events

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): October 26, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

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

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): October 17, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

Other Events

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): September 7, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ 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 Par

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Second Quarter 2022 SALISBURY, MD ? August 1, 2022 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $3.2 million,

Financial Statements and Exhibits, Other Events

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): July 27, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the First Quarter 2022 SALISBURY, MD ? May 3, 2022 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $2.1 million, or

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 3, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

Financial Statements and Exhibits, Other Events

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): April 27, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Registrant

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT ? ? ? ? ? Name of Entity Jurisdiction of Organization Ownership Interest ? Delmar Bancorp - Registrant Maryland ? The Bank of Delmarva Delaware 100.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. OR ☐ 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 Partner

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): March 9, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

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): March 8, 2022 Partners Bancorp (E

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): March 8, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

As of December 31, 2021

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Fourth Quarter and Full Year 2021 SALISBURY, MD ? March 8, 2022 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of

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): March 8, 2022 Partners Bancorp (E

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): March 8, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): March 8, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

Financial Statements and Exhibits, Other Events

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): March 8, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

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): February 25, 2022 Partners Bancor

425 1 tm227668d2425.htm 425 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): February 25, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commi

Other Events

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): February 25, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

Financial Statements and Exhibits, Other Events

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): January 26, 2022 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14

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).

Exhibit 10.19 PARTNERS BANCORP TIME-BASED RESTRICTED STOCK AGREEMENT (for employees) Granted <> This Time-Based Restricted Stock Agreement (this ?Agreement?) is entered into as of <> (the ?Award Date?) pursuant to Article VIII of the Partners Bancorp 2021 Incentive Stock Plan (the ?Plan?), and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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).

Exhibit 10.20 partners bancorp TIME-BASED RESTRICTED STOCK AGREEMENT ? Granted <> ? This Time-Based Restricted Stock Agreement (this ?Agreement?) is entered into and effective as of <> (the ?Award Date?) pursuant to Article VIII of the Partners Bancorp 2021 Incentive Stock Plan (the ?Plan?), and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (

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): November 4, 2021 Partners Bancorp

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

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): November 4, 2021 Partners Bancorp

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

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): November 4, 2021 Partners Bancorp

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Third Quarter 2021 SALISBURY, MD ? November 4, 2021 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $2.7 million

Agreement and Plan of Merger, dated as of November 4, 2021, by 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).*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., COASTAL MERGER SUB CORP. and PARTNERS BANCORP Dated as of November 4, 2021 TABLE OF CONTENTS Page Article I THE INTEGRATED MERGERS 1.1 The Integrated Mergers; Effective Time 2 1.2 Closing 3 1.3 Effects of the Integrated Mergers 3 1.4 Effects of First-Step Merger on Merger Sub Common Stock 3 1.5 Conversion of Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

OCEANFIRST FINANCIAL CORP. AND PARTNERS BANCORP ANNOUNCE MERGER AGREEMENT Accelerates OceanFirst’s Strategic Expansion into Attractive Baltimore / Washington D.C. Region and Adds High-Growth, Commercial-Oriented Franchise with Stable Deposit Base

Exhibit 99.2 PRESS RELEASE Contacts: For OceanFirst Financial Corp. For Partners Bancorp Michael Fitzpatrick Lloyd B. Harrison Executive Vice President and Chief Executive Officer Chief Financial Officer Virginia Partners Bank/ OceanFirst Financial Corp. Maryland Partners Bank (a division of 732.240.4500 ext. 7506 Virginia Partners Bank) [email protected] 540.899.2234 FOR IMMEDIATE RELEA

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).

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (?First Amendment?) is made and entered into as of the 4th day of November 2021, by and between Partners Bancorp, formerly named Delmar Bancorp (the ?Company?), The Bank of Delmarva (the ?Bank?), and John W. Breda (?Executive?), and is effective as of this date. WHEREAS, the Company, the Bank, and Exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2021 (November 4, 2021)

FILED BY OCEANFIRST FINANCIAL CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SUBJECT COMPANY: PARTNERS BANCORP COMMISSION FILE NUMBER: 033-21202 On November 4, 2021, OceanFirst Financial Corp. (?OCFC?) filed the attached Current Report on Form 8-K in relation to its proposed acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2021 (November 4, 2021)

FILED BY OCEANFIRST FINANCIAL CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SUBJECT COMPANY: PARTNERS BANCORP COMMISSION FILE NUMBER: 033-21202 On November 4, 2021, OceanFirst Financial Corp. (?OCFC?) filed the attached Current Report on Form 8-K in relation to its proposed acqu

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

2

FILED BY OCEANFIRST FINANCIAL CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SUBJECT COMPANY: PARTNERS BANCORP COMMISSION FILE NUMBER: 033-21202 On November 4, 2021, OceanFirst Financial Corp. held a conference call regarding its previously announced proposed acquisition of Partn

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 The Bank of Delmarva (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2021).

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (?First Amendment?) is made and entered into as of the 4th day of November 2021, by and between Partners Bancorp, formerly named Delmar Bancorp (the ?Company?), Virginia Partners Bank (the ?Bank?), and Lloyd B. Harrison, III (?Executive?), and is effective as of this date. WHEREAS, the Company, the Ba

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

. . . INVESTOR PRESENTATION 1 Acquisition of Partners Bancorp

Exhibit 99.1 . . . INVESTOR PRESENTATION 1 Acquisition of Partners Bancorp . . . Legal Disclaimer Cautionary Notes on Forward Looking Statements This communication contains ?forward - looking statements? within the meaning of the federal securities laws, including Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . These f

Partners Bancorp press release dated November 4, 2021.

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Third Quarter 2021 SALISBURY, MD ? November 4, 2021 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $2.7 million

FILED BY OCEANFIRST FINANCIAL CORP.

FILED BY OCEANFIRST FINANCIAL CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SUBJECT COMPANY: PARTNERS BANCORP COMMISSION FILE NUMBER: 033-21202 FOR EMPLOYEE INFORMATION ONLY November 4, 2021 THIS DOCUMENT IS FOR CURRENT EMPLOYEES OF VIRGINIA PARTNERS BANK, MARYLAND PARTNERS BANK

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 4, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

VOTING AND SUPPORT AGREEMENT

Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of November 4, 2021 (this ?Agreement?), is by and between OceanFirst Financial Corp., a Delaware corporation (?Parent?), and the undersigned stockholder (the ?Stockholder?) of Partners Bancorp, a Maryland corporation (the ?Company?). Capitalized terms used herein and not defined herein shall have the meanings spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? 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: 00

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Second Quarter 2021 SALISBURY, MD ? August 2, 2021 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $2.2 million,

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 2, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 001-39285 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

As filed with the Securities and Exchange Commission on May 24, 2021

As filed with the Securities and Exchange Commission on May 24, 2021 Registration No.

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).

Exhibit 10.16 PARTNERS BANCORP 2021 INCENTIVE STOCK PLAN ARTICLE I Establishment, Purpose, and Duration 1.1 Establishment of the Plan. (a) Partners Bancorp, a Maryland corporation, hereby establishes the Partners Bancorp 2021 Incentive Stock Plan. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1. The Plan permits the grant of Incentive Stock O

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 19, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Loan balances for loan payment deferral completed (dollars in thousands)

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the First Quarter 2021 SALISBURY, MD ? April 30, 2021 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $1.1 million,

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 30, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? ? ? ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Schedule 14A

DEF 14A 1 tmb-20210519xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of th

Subsidiaries of the Registrant

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT ? ? ? ? ? Name of Entity Jurisdiction of Organization Ownership Interest ? Delmar Bancorp - Registrant Maryland ? The Bank of Delmarva Delaware 100.

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).

Exhibit 10.13 ? VIRGINIA PARTNERS BANK ? 2008 INCENTIVE STOCK PLAN ? INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEE ? Granted {DATE}, 2012 ? This Incentive Stock Option Agreement evidences the grant of an Incentive Stock Option (?Option?) to {NAME} (the ?Participant?) pursuant to Article VI of the Virginia Partners Bank 2008 Incentive Stock Plan (the ?Plan?). This Agreement also describes the terms

Report of Yount Hyde & Barbour P.C. on the financial statements of Virginia Partners Bank

EX-99.1 14 ptrs-20201231ex991d3ea13.htm EX-99.1 EXHIBIT 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Virginia Partners Bank Fredericksburg, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Virginia Partners Bank and subsidiaries (the Bank) as of December 31, 2019, the

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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).

Exhibit 10.15 ? Summary of Virginia Partners Bank Management Incentive Plan ? Virginia Partners Bank maintains a management incentive plan for the purpose of awarding annual cash bonuses to certain employees of the bank based on the achievement of annual performance objectives established each year under the plan. The plan is designed to reward performance against key bank-wide strategic objective

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).

Exhibit 10.14 VIRGINIA PARTNERS BANK ? 2015 INCENTIVE STOCK PLAN ? INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEE ? Granted {DATE}, 2015 ? This Incentive Stock Option Agreement evidences the grant of an Incentive Stock Option (?Option?) to {NAME} (the ?Participant?) pursuant to Article VI of the Virginia Partners Bank 2015 Incentive Stock Plan (the ?Plan?). This Agreement also describes the terms a

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).

Exhibit 4.2 Description of the Registrant?s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 ? DESCRIPTION OF COMMON STOCK ? The following summary of the material terms of the common stock of Partners Bancorp (?the Company,? ?we,? or ?our?) does not purport to be complete and is subject to and qualified in its entirety by reference to our articles of incorporation and

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): March 2, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

The amounts presented in this Consolidated Balance Sheet as of December 31, 2020 are unaudited but include all adjustments which, in management's opinion, are necessary for fair presentation. PARTNERS BANCORP CONSOLIDATED STATEMENTS OF INCOME

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Fourth Quarter 2020 SALISBURY, MD ? March 2, 2021 ? Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, reported net income attributable to the Company of $1.1 million,

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

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): February 8, 2021 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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): December 7, 2020 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file

Partners Bancorp Unit Virginia Partners Bank Announces Key Promotion and Hires, Expansion into Lucrative Greater Washington Market.

Exhibit 99.1 PRESS RELEASE Partners Bancorp Unit Virginia Partners Bank Announces Key Promotion and Hires, Expansion into Lucrative Greater Washington Market. Fredericksburg, VA, December 7, 2020 – Virginia Partners Bank (the “Bank”) and its parent company, Partners Bancorp (NASDAQ: PTRS), announced today a key promotion and two key hires. Wallace N. King, Sr., Executive Vice President and Senior

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ 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: 001-3928

Financial Statements and Exhibits, Other Events

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): November 12, 2020 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Empl

Partners Bancorp Announces Stock Purchase Plan

Exhibit 99.1 PRESS RELEASE Partners Bancorp Announces Stock Purchase Plan SALISBURY, MD ? November 12, 2020 - Partners Bancorp (NASDAQ: PTRS) (the ?Company?), the parent company of The Bank of Delmarva (?Delmarva?), Seaford, Delaware, and Virginia Partners Bank (?Virginia Partners?), Fredericksburg, Virginia, announced today that its Board of Directors has approved a stock purchase plan. Under the

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

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): October 28, 2020 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Emplo

PARTNERS BANCORP CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 PRESS RELEASE Partners Bancorp Reports Results of Operations for the Third Quarter 2020 SALISBURY, MD – November 3, 2020 – Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to the Company of $1.1 million

Other Events - FORM 8-K

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): September 16, 2020 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission fil

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)

Exhibit 3.1.2 ARTICLES OF AMENDMENT OF DELMAR BANCORP, DATED AUGUST 12, 2020 Delmar Bancorp, a Maryland corporation (the “Corporation”), having its principal office in Salisbury, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Article SECOND of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follo

Bylaws of Partners Bancorp, effective as of August 19, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 20, 2020)

Exhibit 3.2 PARTNERS BANCORP BYLAWS AMENDED AND RESTATED AS OF AUGUST 19, 2020 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, at such date and time as the Board of Directors of the Corporation may determine by resolution. Except as the Charter or applicable l

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 19, 2020 Partners Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file n

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ 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 Del

Letter, dated August 12, 2020, from TGM Group LLC regarding change in certifying accountant.

Exhibit 16.1 August 12, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01, “Changes in Registrant’s Certifying Accountant” of Form 8-K dated August 12, 2020, of Delmar Bancorp Subsidiaries and are in agreement with the statements contained in the section “Dismissal of Independent Registered Public Accounting Firm”. We have

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 4, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file numbe

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): July 29, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file numbe

Delmar Bancorp to Change Name to Partners Bancorp

Exhibit 99.1 Press Release Delmar Bancorp to Change Name to Partners Bancorp SALISBURY, MD - August 4, 2020 – Delmar Bancorp (NASDAQ: DBCP) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Partners”), Fredericksburg, Virginia, today announced that its Board of Directors has approved changing the Company’s name to Partners Ban

The amounts presented in this Consolidated Balance Sheet as of June 30, 2020 and 2019 are unaudited but include all adjustments which, in management's opinion, are necessary for fair presentation.

Exhibit 99.1 PRESS RELEASE Delmar Bancorp Reports Results of Operations for the Second Quarter 2020 SALISBURY, MD – July 28, 2020 – Delmar Bancorp (NASDAQ: DBCP) (the “Company” or “Delmar”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Partners”), Fredericksburg, Virginia, reported net income of $1.0 million, or $0.06 per share, for the t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file numbe

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).

Exhibit 4.1 DELMAR BANCORP 6.000% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE JULY 1, 2030 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED

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).

Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, 2020, and is made by and among Delmar Bancorp, a Maryland corporation (“Company”), and the purchaser of the Subordinated Note identified on the signature page hereto (the “Purchaser”). RECITALS WHEREAS, Company has requested that the Purchaser purchase from Company

Delmar Bancorp Announces Completion of $17.8 Million Subordinated Notes Offering

Exhibit 99.1 Press Release Delmar Bancorp Announces Completion of $17.8 Million Subordinated Notes Offering Salisbury, MD - June 25, 2020 – Delmar Bancorp (the “Company”) (NASDAQ: DBCP), a multi-bank holding company, today announced that it has completed a private placement of $17.8 million in fixed-to-floating rate subordinated notes due 2030 (the “Notes”). The Notes have been structured to quali

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 25, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

Other Events

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 12, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2020 or ☐ 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: 001-3928

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Delmar 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 No

Submission of Matters to a Vote of Security Holders

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): April 30, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 28, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

DELMAR BANCORP CONSOLIDATED BALANCE SHEETS March 31, 2020 and 2019 December 31, 2019

Exhibit 99.1 PRESS RELEASE Delmar Bancorp Reports 72.0% Increase in Net Income of $2.4 million for the First Three Months of 2020 SALISBURY, MD – April 28, 2020 – Delmar Bancorp (OTCQX: DBCP) (the “Company” or “Delmar”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Partners”), Fredericksburg, Virginia, reported net income of $2.4 million,

Subsidiaries of the Registrant

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Name of Entity Jurisdiction of Organization Ownership Interest Delmar Bancorp - Registrant Maryland The Bank of Delmarva Delaware 100.

DBCP / Delmar Bancorp 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019. OR ☐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 033-21202 Delmar Ba

Letter, dated March 27, 2020, from TGM Group LLC regarding change in certifying accountant

EXHIBIT 16.1 March 27, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 9, “Changes in disagreements with accountants on accounting and financial disclosure – Previous Independent Accountants” of Form 10-K dated March 27, 2020, of Delmar Bancorp and Subsidiaries and are in agreement with the statements contained in the second,

Report of Yount Hyde & Barbour P.C. on the financial statements of Virginia Partners Bank

EXHIBIT 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Virginia Partners Bank Fredericksburg, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Virginia Partners Bank and subsidiaries (the Bank) as of December 31, 2019, the related consolidated statement of income, compre

DBCP / Delmar Bancorp S-8 - - S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DELMAR BANCORP (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation or Organization) 52-1559535 (IRS Employer I.D. Number) 2245 Northwood Drive, Salisbury, Maryland 21801 (Address of Principal Executive Off

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).

Exhibit 4.2 VIRGINIA PARTNERS BANK 2015 INCENTIVE STOCK PLAN (Effective April 28, 2015) ARTICLE I Establishment, Purpose, and Duration 1.1 Establishment of the Plan. Virginia Partners Bank, a state banking association formed under the laws of the Commonwealth of Virginia (the “Company”), hereby establishes its incentive compensation plan for the Company and its Subsidiaries. The plan shall be know

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).

Exhibit 4.1 VIRGINIA PARTNERS BANK 2008 INCENTIVE STOCK PLAN ARTICLE I Establishment, Purpose, and Duration 1.1 Establishment of the Plan. Virginia Partners Bank, a state banking association formed under the laws of the Commonwealth of Virginia (the “Company”), hereby establishes an incentive compensation plan for the Company and its Subsidiaries to be known as the “Virginia Partners Bank 2008 Inc

DBCP / Delmar Bancorp S-8 - - S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DELMAR BANCORP (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation or Organization) 52-1559535 (IRS Employer I.D. Number) 2245 Northwood Drive, Salisbury, Maryland 21801 (Address of Principal Executive Off

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 5, 2020 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033‑21202 52-1559535 (State or other jurisdiction of incorporation) (Commission file numb

Salisbury, MD

Exhibit 99.1 Salisbury, MD / February 21, 2020 / Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), parent company of The Bank of Delmarva (“Delmarva”) and Virginia Partners Bank (Partners), Seaford, Delaware, announced today that the Board of Directors has declared a quarterly cash dividend of $0.025 per share. This dividend is payable on April 10, 2020 to stockholders of record as of

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employ

VIRGINIA PARTNERS BANK AND SUBSIDIARIES Consolidated Balance Sheets

Exhibit 99.2 VIRGINIA PARTNERS BANK AND SUBSIDIARIES Consolidated Balance Sheets September 30, 2019 December 31, 2018 Assets (unaudited) * Cash and due from banks $ 5,036,574 $ 4,274,718 Federal funds sold 1,046,000 1,475,000 Interest bearing deposits in other banks 2,000,000 2,000,000 Investment securities available for sale, at fair value 66,817,609 73,768,013 Restricted stock, at cost 3,671,586

DELMAR BANCORP Unaudited Pro Forma Combined Balance Sheet

Exhibit 99.3 DELMAR BANCORP Unaudited Pro Forma Combined Balance Sheet As of September 30, 2019 (dollars in thousands) Delmar Partners Pro Forma Adjustments Pro Forma Combined Assets Cash/Interest Bearing Balances $ 76,084 $ 8,083 $ (3,600 ) $ 80,567 Securities 55,854 70,489 - 126,343 Total Loans held for investment 633,661 346,692 (7,282 )(2) 973,071 Allowance for Loan Losses (7,054 ) (4,282 ) 4,

Independent Auditor’s Report

Exhibit 99.1 Independent Auditor’s Report To the Board of Directors and Shareholders Virginia Partners Bank Fredericksburg, Virginia Report on the Financial Statements We have audited the accompanying consolidated financial statements of Virginia Partners Bank and subsidiaries (the Bank), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, the related consolidated stat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 18, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

Amendment to the Articles of Incorporation of Delmar 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)

Exhibit 3.1 AMENDMENT TO THE ARTICLES OF INCORPORATION OF DELMAR BANCORP, DATED DECEMBER 20, 2019 Delmar Bancorp, a Maryland corporation, (the “Corporation”) having its principal office in Salisbury, Maryland, hereby certifies to the Department of Assessments and Taxation that: FIRST: Article SIXTH of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as fol

Salisbury, MD / December 19, 2019 /

Exhibit 99.1 Salisbury, MD / December 19, 2019 / Delmar Bancorp, Salisbury, Maryland (“Delmar") (OTCQX: DBCP), the parent company of The Bank of Delmarva (“Delmarva”), Seaford, Delaware, and Virginia Partners Bank (“Partners”), Fredericksburg, Virginia, announced today that the Board of Directors has declared a quarterly cash dividend of $0.025 per share. This dividend is payable on January 10, 20

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 18, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

November 16, 2019 DELMAR BANCORP AND VIRGINIA PARTNERS BANK COMPLETE SHARE EXCHANGE

Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: DELMAR BANCORP Lloyd B. Harrison, III Chief Executive Officer 540-899-2265 November 16, 2019 DELMAR BANCORP AND VIRGINIA PARTNERS BANK COMPLETE SHARE EXCHANGE Salisbury, MD; Fredericksburg, VA. Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware (“Delmarva”), announced

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 15, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer

DBCP / Delmar Bancorp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2019 or ☐ 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: 033-

Bylaws of Delmar Bancorp

Exhibit 3.2 DELMAR BANCORP BYLAWS (As amended and restated as of October 15, 2019) ARTICLE I STOCKHOLDERS Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, at such date and time as the Board of Directors of the Corporation may determine by resolution. Except as the Charter or applicable law provide

Delmar Bancorp Reports Continued Profitability for the Third Quarter of 2019

Exhibit 99.1 November 7, 2019 Delmar Bancorp Reports Continued Profitability for the Third Quarter of 2019 SALISBURY, MD., November 7, 2019 - Delmar Bancorp (OTCQX:DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware, announced net income of $4.9 million for the first nine months of 2019. This is an increase of 25.0% over 2018 earnings for the same period. Net interest income befor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52‑1559535 (State or other jurisdiction (Commission file number) (IRS Employer

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 17, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employe

DELMAR BANCORP ANNOUNCES DECLARATION OF DIVIDEND

Exhibit 99.1 PRESS RELEASE DELMAR BANCORP ANNOUNCES DECLARATION OF DIVIDEND SALISBURY, MD – September 18, 2019 - Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware (“Delmarva”), announced today that on September 17, 2019 the board of directors declared a cash dividend of $0.025 per share, payable on October 8, 2019, to holder

Second Amendment, dated as of August 13, 2019, to Agreement and Plan of Share Exchange, dated as of December 31, 2018, between Delmar Bancorp and Virginia Partners Bank (2)

Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF SHARE EXCHANGE This Second Amendment to the Agreement and Plan of Share Exchange (this “Second Amendment”), dated and effective as of August 28, 2019, by and between Delmar Bancorp (“Delmar”) and Virginia Partners Bank (“Partners”), amends that certain Agreement and Plan of Share Exchange (the “Agreement”), dated as of December 13, 2018, by and

Virginia Partners Bank and Delmar Bancorp Agree to Extend Time to Complete Share Exchange

Exhibit 99.2 Virginia Partners Bank and Delmar Bancorp Agree to Extend Time to Complete Share Exchange FREDERICKSBURG, VA and SALISBURY, MD – August 30, 2019 – Virginia Partners Bank, Fredericksburg, Virginia (“Partners”) (OTCQX: PTRS), and Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware (“Delmarva”), announced today that

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 14, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52-1559535 (State or other jurisdiction (Commission file number) (IRS Employer o

Virginia Partners Bank and Delmar Bancorp Announce Approval of Share Exchange Agreement by Virginia Partners Bank Shareholders

Exhibit 99.1 Virginia Partners Bank and Delmar Bancorp Announce Approval of Share Exchange Agreement by Virginia Partners Bank Shareholders FREDERICKSBURG, VA and SALISBURY, MD – August 14, 2019 – Virginia Partners Bank, Fredericksburg, Virginia (“Partners”) (OTCQX: PTRS), and Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delawar

DBCP / Delmar Bancorp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2019 or ☐ 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: 033-21202

Delmar Bancorp Reports Continued Profitability for the Second Quarter of 2019

Exhibit 99.1 August 1, 2019 Delmar Bancorp Reports Continued Profitability for the Second Quarter of 2019 SALISBURY, MD., August 1, 2019 - Delmar Bancorp (OTCQX:DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware, announced net income of $3.2 million for Delmar Bancorp, the holding company for The Bank of Delmarva, for the first six months of 2019. This is an increase of 52.9% ove

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 1, 2019 Delmar Bancorp (Exact name of registrant as specified in its charter) Maryland 033-21202 52‑1559535 (State or other jurisdiction (Commission file number) (IRS Employer of

DELMAR BANCORP Prospectus for 8,180,264 Shares of Common Stock VIRGINIA PARTNERS BANK Proxy Statement Share Exchange Proposal—Your Vote is Very Important

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS DELMAR BANCORP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS VIRGINIA PARTNERS BANK INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(3) Registration No.

Opinion of FIG Partners, LLC

Exhibit 99.6 December 11, 2018 Delmar Bancorp 2245 Northwood Drive Salisbury, MD 21801 Members of the Board of Directors: You have requested our opinion as to the fairness, from a financial point of view, of the Merger Consideration (defined below) in connection with the proposed merger (the “Merger”) of Delmar Bancorp (“DBCP”) and Virginia Partners Bank (“PTRS”) subject to the terms and condition

Consent of FIG Partners, LLC

Exhibit 99.7 CONSENT of FIG PARTNERS, LLC We hereby consent to the filing of our opinion letter, dated December 11, 2018, to the board of directors of Delmar Bancorp (the “Company”), as an exhibit to the Company’s Registration Statement on Form S-4, as amended (File No. 333-230599) (the “Registration Statement”), as filed with the Securities and Exchange Commission, relating to the proposed share

DBCP / Delmar Bancorp S-4/A - - S-4/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS DELMAR BANCORP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS VIRGINIA PARTNERS BANK INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 3, 2019 Registration No.

Proxy Card for the Special Meeting of Shareholders of Virginia Partners Bank

Exhibit 99.2 [FORM OF PROXY CARD] Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. [Virginia Partners Bank logo] Votes submitted electronically must be received by 11:59 p.m., Eastern, on August 11, 2019 Online Go to www.investorvote.com/PTRS or scan the QR code – login details are located in the shaded bar below. Phone Call toll free 1-800-652-

DBCP / Delmar Bancorp CORRESP - -

Delmar Bancorp 2245 Northwood Drive Salisbury, Maryland 21801 July 3, 2019 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 RE: Delmar Bancorp Registration Statement on Form S-4, as amended File No.

DBCP / Delmar Bancorp S-4/A - - S-4/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS DELMAR BANCORP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS VIRGINIA PARTNERS BANK INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 20, 2019 Registration No.

DBCP / Delmar Bancorp CORRESP - -

Noel M. Gruber Senior Counsel 2001 M Street, NW, Suite 500 Washington, DC 20036 T (202) 349-8043 [email protected] June 20, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Eric Envall, Staff Attorney 100 F Street, NE Washington DC 20549-4561 Re: Delmar Bancorp Registration Statement on Form S-4 Amendment No. 1 Filed March 29, 2019 File No. 333-230

Consent of John A. Janney, proposed director*

Exhibit 99.5 CONSENT OF PROPOSED DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in this Registration Statement on Form S-4 (the “Registration Statement”) of Delmar Bancorp, and any amendments thereto, as a person who is proposed to become a member of the Board of Directors of Delmar Bancorp in connection with the

Consent of Lloyd B. Harrison, III, proposed director*

Exhibit 99.4 CONSENT OF PROPOSED DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in this Registration Statement on Form S-4 (the “Registration Statement”) of Delmar Bancorp, and any amendments thereto, as a person who is proposed to become a member of the Board of Directors of Delmar Bancorp in connection with the

DBCP / Delmar Bancorp S-4/A S-4/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS DELMAR BANCORP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS VIRGINIA PARTNERS BANK INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 10, 2019 Registration No.

Articles of Incorporation of Partners Bancorp (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-230599) filed on May 10, 2019)

Exhibit 3.1 DELMAR BANCORP ARTICLES OF INCORPORATION (as amended through February 20, 2018) FIRST: THE UNDERSIGNED, Jay A. Radov, whose address is 1100 Charles Center South, 36 South Charles Street, Baltimore, Maryland 21201, being at least 18 years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland. SECOND: The name of the corporation (w

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).

Exhibit 10.10 LIBERTY BELL BANK 2004 NON-QUALIFIED STOCK OPTION PLAN (Effective Date: February 24, 2004 Amended Date: January 24, 2006) 1. Purpose The purpose of the 2004 Non-Qualified Stock Option Plan (referred to herein as the “Plan”) of Liberty Bell Bank (the “Company”) is to provide a means by which certain employees, officers and directors of the Bank, and certain employees and officers of a

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).

Exhibit 10.9 LIBERTY BELL BANK 2004 INCENTIVE STOCK OPTION PLAN (Effective Date: February 24, 2004) 1. Purpose The purpose of the 2004 Incentive Stock Option Plan (referred to herein as the “Plan”) of Liberty Bell Bank (the “Bank”) is to provide a means by which certain employees and officers of the Bank and its subsidiaries may be given an opportunity to purchase shares of the common stock, par v

Bylaws of Delmar Bancorp*

Exhibit 3.2 DELMAR BANCORP BY-LAWS (As amended through January 15, 2019) ARTICLE I. STOCKHOLDERS SECTION 1.01. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, at such date and time as the Board of Directors of the Corporation may determine by resolution. Except as the Charter or statute provides

Form of Proxy Card for the Special Meeting of Shareholders of Virginia Partners Bank*

Exhibit 99.2 [FORM OF PROXY CARD] Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. [Virginia Partners Bank logo] Votes submitted electronically must be received by 11:59 p.m., Eastern, on June 20, 2019 Online Go to www.investorvote.com/PTRS or scan the QR code – login details are located in the shaded bar below. Phone Call toll free 1-800-652-VO

DBCP / Delmar Bancorp CORRESP - -

Noel M. Gruber Senior Counsel 2001 M Street, NW, Suite 500 Washington, DC 20036 T (202) 349-8043 [email protected] May 10, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Eric Envall, Staff Attorney 100 F Street, NE Washington DC 20549-4561 Re: Delmar Bancorp Registration Statement on Form S-4 Filed March 29, 2019 File No. 333-230599 Dear Mr. Enva

Warrant Amendment and Agreement for Full Exercise between Virginia Partners Bank and Kenneth R. Lehman*

Exhibit 4.3 WARRANT AMENDMENT AND AGREEMENT FOR FULL EXERCISE This Warrant Amendment and Agreement for Full Exercise (this “Agreement”) is dated as of December [ ], 2018, by and between Virginia Partners Bank, a Virginia state-chartered bank (the “Bank”), and Kenneth R. Lehman (the “Investor”). RECITALS WHEREAS, the Investor holds the Series B Common Stock Purchase Warrant, issued December 20, 201

Consent of Sandler O'Neill & Partners, L.P.*

Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Virginia Partners Bank (the “Company”) as an Annex to the Proxy Statement/Prospectus relating to the proposed merger of the Company with Delmar Bancorp contained in the Registration Statement on Form S-4, as filed with the Securities and Exchange Commission

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).

Exhibit 10.4 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of December, 2018, by and among Delmar Bancorp, a registered bank holding company organized under the laws of Maryland (the “Company”), The Bank of Delmarva, a Delaware chartered commercial bank and the wholly owned subsidiary of the Company (the “Bank”), and John

Agreement and Plan of Share Exchange, dated as of December 31, 2018, between Delmar Bancorp and Virginia Partners Bank (1)

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS DELMAR BANCORP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS VIRGINIA PARTNERS BANK INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on March 29, 2019 Registration No.

Subsidiaries of the Registrant*

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name of Entity Jurisdiction of Organization Ownership Interest Delmar Bancorp - Registrant Maryland The Bank of Delmarva Delaware 100 % Delmarva Real Estate Holdings, LLC Maryland 100 % Davie Circle, LLC Delaware 100 % Delmarva BK Holdings, LLC Maryland 100 % DHB Development, LLC Maryland 40.55 % FBW, LLC Maryland 50 %

Termination Agreement, dated as of December 13, 2018, among Lloyd B. Harrison, III and Virginia Partners Bank*

Exhibit 10.5 Execution Version TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into by and between Virginia Partners Bank, a Virginia chartered commercial bank (the “Bank”), and Lloyd B. Harrison, III (“Executive”) (collectively, the “Parties”). All capitalized terms used but not otherwise defined herein shall have the same meaning as in the January 2018 Emp

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).

Exhibit 10.11 EMPLOYMENT AGREEMENT

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).

Exhibit 10.12 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Virginia Partners Bank (“Employer”) and J. Adam Sothen (“Executive”) and is effective as of the 1st day of December, 2018 (the “Effective Date”). WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Employer and it is the desire of Employer to h

Termination Agreement, dated as of December 13, 2018, among John W. Breda, Delmar Bancorp and The Bank of Delmarva*

EX-10.3 6 a2238212zex-103.htm EX-10.3 Exhibit 10.3 Execution Version TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into by and between The Bank of Delmarva, a Delaware chartered commercial bank (the “Bank”) and the wholly owned subsidiary of the Delmar Bancorp (the “Company” and together with the Bank, the “Employer”), and John W. Breda (“Executive”) (coll

Amended and Restated Series B Warrant Series B Warrant to Purchase Shares of Virginia Partners Common Stock*

EX-4.2 2 a2238212zex-42.htm EX-4.2 Exhibit 4.2 AMENDED AND RESTATED SERIES B COMMON STOCK PURCHASE WARRANT VIRGINIA PARTNERS BANK DATE: DECEMBER [ ], 2018 Number of Warrant Shares: 450,000 Exercise Date: As defined in Section 4(c) THIS AMENDED AND RESTATED SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kenneth R. Lehman or upon his death or incapacity hi

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).

Exhibit 10.6 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of December , 2018, by and among Delmar Bancorp, a registered bank holding company organized under the laws of Maryland (the “Company”), Virginia Partners Bank, a Virginia chartered commercial bank (the “Bank”), and Lloyd B. Harrison, III (“Executive”). WHEREAS, E

DELMAR BANCORP Offering Circular for 1,764,937 Shares of Common Stock LIBERTY BELL BANK Proxy Statement Merger Proposal — Your Vote is Very Important

Table of Contents DELMAR BANCORP Offering Circular for 1,764,937 Shares of Common Stock LIBERTY BELL BANK Proxy Statement Merger Proposal ? Your Vote is Very Important Dear Fellow Stockholders: On July 20, 2017, Liberty Bell Bank (?Liberty?) entered into an agreement of merger (the ?merger agreement?) with Delmar Bancorp (?Delmar?) and its wholly-owned subsidiary, The Bank of Delmarva (?Delmarva?), pursuant to which Liberty will merge with and into Delmarva (the ?merger?).

Consent of Independent Auditor

Exhibit 12.2 Consent of Independent Auditor We consent to the inclusion in the Proxy Statement/Offering Circular, which constitutes a part of the Offering Statement on Form 1A (the “Offering Circular”) to be filed on January 19, 2018 by Delmar Bancorp, of our report dated March 27, 2017 relating to the financial statements of Liberty Bell Bank appearing in such Offering Circular and to the referen

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Exhibit 12.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the inclusion in the Proxy Statement/Offering Circular, which constitutes a part of the Offering Statement on Form 1-A of Delmar Bancorp, of our report dated March 8, 2017 related to the consolidated financial statements of Delmar Bancorp as of December 31, 2016 and for each of the fiscal years in the two-year period ended

DBCP / Delmar Bancorp ESP

Noel M. Gruber Senior Counsel 1250 24th Street NW, Suite 700 Washington, DC 20037 T (202) 349-8043 [email protected] VIA EDGAR Mr. Mark Thomas United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 RE: Delmar Bancorp Offering Statement on Form 1-A Filed January 19, 2018 File No.: 024-10765 Dear Mr. Thomas: Pursuant to Ru

DBCP / Delmar Bancorp ESP

Noel M. Gruber Senior Counsel 1250 24th Street NW, Suite 700 Washington, DC 20037 T (202) 349-8043 [email protected] January 9, 2018 VIA EDGAR Mr. Marc Thomas Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington DC 20549-4561 Re: Delmar Bancorp Offering Statement on Form 1-A Filed November 22, 2017 File No.: 024-10765 Dear Mr. Thomas: On behalf of

1250 24th Street NW, Suite 700 Washington, DC 20037 (202) 349-8000

Exhibit 12.1 1250 24th Street NW, Suite 700 Washington, DC 20037 (202) 349-8000 January 9, 2018 Board of Directors Delmar Bancorp 2245 Northwood Drive Salisbury, Maryland 21801 RE: Delmar Bancorp Ladies and Gentlemen: We have acted as special counsel to Delmar Bancorp (the “Company”) in connection with the Regulation A Offering Statement on Form 1-A (the “Offering Statement”) which has been filed

December 22, 2017

Exhibit 12.2 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.981.4000 Fax 215.981.4750 December 22, 2017 Delmar Bancorp 2245 Northwood Drive Salisbury, MD 21801 Re: Merger pursuant to Agreement of Merger, dated as of July 20, 2017 (the “Agreement”), by and among Delmar Bancorp, a Maryland corporation (“Delmar”), the Bank of Delmarva, a Delaware chartered commercia

STEVENS & LEE 100 Lenox Drive, Suite 200 Lawrenceville, NJ 08648 (609) 243-9111 Fax (609) 243-9333 www.stevenslee.com January 5, 2018

Exhibit 12.3 STEVENS & LEE 100 Lenox Drive, Suite 200 Lawrenceville, NJ 08648 (609) 243-9111 Fax (609) 243-9333 www.stevenslee.com January 5, 2018 Board of Directors Liberty Bell Bank 145 North Maple Ave. Marlton, NJ 08053 Re: Merger of Liberty Bell Bank with and into The Bank of Delmarva Ladies and Gentlemen: We have been requested to provide this opinion concerning matters of U.S. federal income

REVOCABLE PROXY LIBERTY BELL BANK 145 North Maple Ave. Marlton, New Jersey 08053 SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Exhibit 15.1 REVOCABLE PROXY LIBERTY BELL BANK 145 North Maple Ave. Marlton, New Jersey 08053 SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, being a shareholder of Liberty Bell Bank (the “Bank”) as of , 201 , hereby authorizes and appoints Joseph Maressa, Jr., James A. Tamburro and William C. Dunkelberg, or any of their successors, as p

Subject to completion, dated January 9, 2018 DELMAR BANCORP Offering Circular for 1,764,937 Shares of Common Stock LIBERTY BELL BANK Proxy Statement Merger Proposal — Your Vote is Very Important

Table of Contents The information contained herein is subject to completion or amendment.

Articles of Incorporation of Delmar Bancorp, with amendments thereto (2)

Exhibit 2.1 DELMAR BANCORP ARTICLES OF INCORPORATION FIRST: THE UNDERSIGNED, Jay A. Radov, whose address is 1100 Charles Center South, 36 South Charles Street, Baltimore, Maryland 21201, being at least 18 years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland. SECOND: The name of the corporation (which is hereinafter called the “Corpora

DELMAR BANCORP ARTICLE I.

Exhibit 2.2 DELMAR BANCORP BY-LAWS ARTICLE I. STOCKHOLDERS SECTION 1.01. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, either at 3:00 p.m. on the third Tuesday of April in each year if not a legal holiday, or at such other time on such other day falling on or before the 30th day thereafter as s

Employment Agreement dated as of December 13, 2015 between John W. Breda and The Bank of Delmarva(2)

Exhibit 6.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into as of the day of December, 2015 (the ?Effective Date?), by and between The Bank of Delmarva, a Delaware chartered commercial bank (the ?Bank?) and the wholly owned subsidiary of the Delmar Bancorp (the ?Company?), and John W. Breda (?Executive?). WHEREAS, Executive currently serves as, and the Bank de

Consent of Independent Auditor

Exhibit 11.2 Consent of Independent Auditor We consent to the inclusion in the Proxy Statement/Offering Circular, which constitutes a part of the Offering Statement on Form 1A (the “Offering Circular”) to be filed on November 22, 2017 by Delmar Bancorp, of our report dated March 27, 2017 relating to the financial statements of Liberty Bell Bank appearing in such Offering Circular and to the refere

Non-Compete Agreement dated as of January 27, 2017 between the Bank of Delmarva and Edward M. Thomas(3)

Exhibit 6.2 NONCOMPETE AGREEMENT This Noncompete Agreement, made as of this 27th day of January, 2017, by and between The Bank of Delmarva, a Delaware chartered commercial bank (the ?Bank?) and a wholly owned subsidiary of Delmar Bancorp (the ?Company?), and Edward M. Thomas (?Mr. Thomas?). WHEREAS, Mr. Thomas currently serves as President and Chief Executive Officer of the Company and the Bank, a

Specimen Certificate for Common Stock(1)

Exhibit 3.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 DELMAR BANCORP INCOR

Subject to completion, dated November 22. 2017 DELMAR BANCORP Offering Circular for 1,764,937 Shares of Common Stock LIBERTY BELL BANK Proxy Statement Merger Proposal — Your Vote is Very Important

Table of Contents The information contained herein is subject to completion or amendment.

Delmar Bancorp 2014 Stock Plan(4)

Exhibit 6.3 DELMAR BANCORP 2014 STOCK PLAN 1. Purpose of the Plan. The purpose of this 2014 Stock Plan (the “Plan”) is to advance the interests of the Company by providing directors and selected key employees of the Company and its Affiliates with the opportunity to acquire Shares. By encouraging stock ownership, the Company seeks to attract, retain and motivate the best available personnel for po

Delmar Bancorp 2004 Stock Plan(5)

Exhibit 6.4 DELMAR BANCORP 2004 STOCK OPTION PLAN 1. Purpose of the Plan. The purpose of this Delmar Bancorp 2004 Stock Option Plan (the ?Plan?) is to advance the interests of the Company by providing directors and selected key employees of the Bank, the Company, and their Affiliates with the opportunity to acquire Shares. By encouraging stock ownership, the Company seeks to attract, retain and mo

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the inclusion in the Proxy Statement/Offering Circular, which constitutes a part of the Offering Statement on Form 1-A of Delmar Bancorp, of our report dated March 8, 2017 related to the consolidated financial statements of Delmar Bancorp as of December 31, 2016 and for each of the fiscal years in the two-year period ended