WSB Wsb Holdings, Inc. (MM)

Item 8.01 Other Events.

As previously announced, WSB Holdings, Inc. (the “Company”) entered into an agreement and plan of merger with Old Line Bancshares, Inc. (“Old Line Bancshares”) on September 10, 2012 and, on September 27, 2012, Rosalie Jones, both individually and on behalf of a putative class of WSB’s stockholders, filed a complaint in the Circuit Court for Prince George’s County, Maryland, seeking to enjoin and otherwise attacking the transactions contemplated by that merger agreement.  On February 5, 2013, all parties to this litigation reached a tentative settlement of all claims asserted on behalf of the alleged class of the Company’s stockholders in this litigation and entered into a memorandum of understanding relating thereto (the “MOU”).  The MOU contemplates that (i) the litigation and all claims asserted in such litigation will be dismissed, subject to court approval, (ii) the Company and Old Line Bancshares will make certain additional disclosures related to the merger in the joint proxy statement/prospectus with respect to the special meetings to approve the merger agreement, and (iii) the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders.  If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement.  Because the ultimate enforceability of the MOU is dependent on the parties’ entry into a stipulation of settlement and approval by the court, there can be no assurance that the parties will ultimately settle the claims made in the litigation or that, if a settlement is reached, that the terms thereof will be the same as those contemplated by the MOU.

Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  This report contains statements relating to a proposed merger between the Company and Old Line Bancshares, Inc. that is the subject of a joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (the “SEC”) by Old Line Bancshares as part of its Registration Statement on Form S-4.  Such registration statement has not yet been declared effective by the SEC.  It will be filed in definitive form by the Company at a later date in connection with the solicitation by the Company’s board of directors of proxies for the meeting of stockholders to approve the merger agreement at a later date.

This report is not a substitute for the joint proxy statement/prospectus or any other document that the Company or Old Line Bancshares has filed or may file with the SEC or has sent or may send to its stockholders in connection with the proposed merger.  INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER, INCLUDING A DESCRIPTION OF THE INTERESTS IN THE MERGER OF CERTAIN OF THE COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS . All such documents, when filed, are available free of charge at the SEC’s website (www.sec.gov) or by directing a request, in the case of the Company, to Carol Ramey at (301) 352-3120.