Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 173 )
61
Consolidated Statements of Financial Condition at December 31, 2025 and 2024
63
Consolidated Statements of Income for the years ended December 31, 2025 and 2024
64
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
65
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024
66
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
67
Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024
68
60
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors of First United Corporation
Oakland, Maryland
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of First United Corporation (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses on Loans – Reasonable and Supportable Forecasts and Assumptions
The allowance for credit losses (the “ACL”) is an accounting estimate of the expected credit losses in the loans held for investment portfolio over the life of an exposure (or pool of exposures). Expected credit losses are measured on a collective (pooled) basis for financial assets with similar risk characteristics. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans as described in Notes 1 and 5 of the consolidated financial statements. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
The Company’s methodology for estimating the allowance for credit losses on loans includes quantitative and qualitative components of the calculation. The quantitative analysis includes using a discounted cash flow (DCF) model for determining the allowance for credit losses. Management leverages economic projections from a third-party source for its forecasts over the forecast period. Economic forecast models include but are not limited to unemployment, the Consumer Price Index, the Housing Affordability Index, and Gross State Product (“loss drivers”). These forecasts are assumed to revert to the long-term average and are utilized in the model to estimate the probability of default and the loss given default, which vary over time. Forecast and reversion periods as well as the application and monitoring of economic forecast models are considered assumptions applied by management. Based on management’s review and
61
Table of Contents
analysis of internal, external, and model risks, management may adjust the quantitative model output with qualitative adjustments. Management developed a qualitative framework in which maximum loss rates are established considering economic forecasts that serve as the basis for determining the reasonableness of the quantitative model’s output and necessary adjustments.
We determined that auditing the forecasts and assumptions, including the application and monitoring of quantitative forecast models using the loss drivers, was a critical audit matter as it involved significant judgment by management, which led especially a high degree of auditor judgment and subjectivity and increased audit effort, including the involvement of specialists to obtain audit evidence related to the forecasts.
The primary procedures performed to address this critical audit matter included the following:
● Tested the effectiveness of the Company’s controls that addressed the following:
o Application and monitoring of the forecast models that are used to determine the quantitative component and used in determining the basis for qualitative adjustments.
o Relevance and reliability of reasonable and supportable forecast data and the reasonableness of significant model assumptions input into the model.
● Use of specialists to test application of the forecast models that are used to determine the quantitative component and used in determining the basis for qualitative adjustments.
● Evaluated the reasonableness of reasonable and supportable economic forecasts and the significant model assumptions, including the relevance and reliability of data used in the model.
/s/ Crowe LLP
We have served as the Company's auditor since 2021.
Franklin, Tennessee
March 10, 2026
62
Table of Contents
First United Corporation and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except per share amounts)
December 31,
2025
2024
Assets
Cash and due from banks
$
129,830
$
77,020
Interest bearing deposits in banks
1,782
1,307
Cash and cash equivalents
131,612
78,327
Investment securities – available-for-sale (at fair value)
107,144
94,494
Investment securities – held to maturity, net of allowance for credit losses of $ 102 and $ 59 , respectively (fair value of $ 148,889 at December 31, 2025 and $ 144,760 at December 31, 2024)
171,361
175,497
Equity investments not held for trading with readily determinable fair values
1,029
—
Restricted investment in bank stock, at cost
4,630
5,768
Loans held for sale (at lower of cost or fair value)
130
806
Loans
1,521,704
1,480,793
Unearned fees
( 476 )
( 442 )
Allowance for credit losses
( 19,470 )
( 18,170 )
Net loans
1,501,758
1,462,181
Premises and equipment, net
29,665
30,081
Goodwill and other intangibles
11,444
11,773
Bank owned life insurance
50,360
48,952
Deferred tax assets
8,730
9,989
Other real estate owned
1,083
3,062
Other repossessed assets
2,802
2,802
Right of use assets
1,015
1,204
Pension asset
20,798
17,824
Accrued interest receivable
7,904
7,473
Trust receivable
9,824
—
Other assets
26,164
22,789
Total Assets
$
2,087,453
$
1,973,022
Liabilities and Shareholders’ Equity
Liabilities:
Non-interest bearing deposits
$
453,036
$
426,737
Interest bearing deposits
1,282,113
1,148,092
Total deposits
1,735,149
1,574,829
Short-term borrowings
17,661
65,409
Long-term borrowings
95,929
120,929
Operating lease liability
1,180
1,384
SERP deferred compensation
9,008
8,335
Allowance for credit losses on unfunded commitments
1,218
863
Accrued interest payable
953
489
Other liabilities
21,031
20,065
Dividends payable
1,690
1,424
Total Liabilities
1,883,819
1,793,727
Shareholders’ Equity:
Common Stock – par value $ 0.01 per share;
Authorized 25,000,000 shares; issued and outstanding 6,499,476 shares at December 31, 2025 and 6,471,096 shares at December 31, 2024
65
65
Surplus
21,551
20,476
Retained earnings
207,284
189,002
Accumulated other comprehensive loss
( 25,266 )
( 30,248 )
Total Shareholders’ Equity
203,634
179,295
Total Liabilities and Shareholders’ Equity
$
2,087,453
$
1,973,022
See notes to consolidated financial statement
63
Table of Contents
First United Corporation and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share data)
Year Ended
December 31,
2025
2024
Interest income
Interest and fees on loans
$
90,328
$
81,756
Interest on investment securities
Taxable
7,210
6,760
Exempt from federal income tax
218
209
Total investment income
7,428
6,969
Other
3,092
3,268
Total interest income
100,848
91,993
Interest expense
Interest on deposits
27,524
25,828
Interest on short-term borrowings
75
1,477
Interest on long-term borrowings
5,136
4,710
Total interest expense
32,735
32,015
Net interest income
68,113
59,978
Credit loss expense
Credit loss expense - loans
2,345
2,929
Credit loss expense- debt securities held to maturity
43
14
Credit loss expense/(credit)- unfunded commitments
355
( 10 )
Total credit loss expense
2,743
2,933
Net interest income after provision for credit losses
65,370
57,045
Other operating income
Net gains on investments, available for sale
97
—
Net gains on sales of residential mortgage loans
533
414
Net losses on disposal of fixed assets
( 228 )
—
Net gains
402
414
Service charges on deposit accounts
2,255
2,220
Other service charges
845
887
Trust department
9,824
9,094
Debit card income
4,057
4,065
Bank owned life insurance
1,408
1,345
Brokerage commissions
1,445
1,449
Other
332
351
Total other income
20,166
19,411
Total other operating income
20,568
19,825
Other operating expenses
Salaries and employee benefits
29,347
28,029
FDIC premiums
1,051
1,070
Equipment
2,217
2,675
Occupancy
2,860
2,878
Data processing
6,243
5,761
Marketing
904
674
Professional services
2,449
1,948
Contract labor
634
597
Line rentals
380
408
Total OREO expense, net
2,235
271
Investor relations
306
293
Contributions
344
234
Other
4,435
4,802
Total other operating expenses
53,405
49,640
Income before income tax expense
$
32,533
$
27,230
Provision for income tax expense
8,018
6,661
Net Income
$
24,515
$
20,569
Basic net income per share
$
3.78
$
3.15
Diluted net income per share
$
3.77
$
3.15
Weighted average number of basic shares outstanding
6,490
6,527
Weighted average number of diluted shares outstanding
6,504
6,540
See notes to consolidated financial statements
64
Table of Contents
First United Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
Year Ended
December 31,
Comprehensive Income
2025
2024
Net Income
$
24,515
$
20,569
Other comprehensive income, net of tax and reclassification adjustments
Available for sale securities:
Unrealized holding gains/(losses) on investments with credit related impairment
767
( 221 )
Reclassification adjustment for accretable yield realized in income
202
202
Other comprehensive income/(loss) on investments with credit related impairment
565
( 423 )
Unrealized holding gains/(losses) on all other AFS investments
4,462
( 510 )
Less: gains recognized in income
97
—
Other comprehensive income/(loss) on all other AFS investments
4,365
( 510 )
Held to maturity securities:
Unrealized holding losses on HTM investments
—
—
Reclassification adjustment for amortization realized in income
( 659 )
( 688 )
Other comprehensive income on HTM investments
659
688
Cash flow hedges:
Unrealized holding losses on cash flow hedges
( 378 )
( 301 )
Other comprehensive loss on cash flow hedges
( 378 )
( 301 )
Pension plan assets:
Unrealized holding gains on pension plan assets
1,481
5,375
Reclassification adjustment for amortization of unrecognized loss realized in income
( 529 )
( 811 )
Other comprehensive income on pension plan liability
2,010
6,186
SERP liability:
Unrealized holding (losses)/gains on SERP liability
( 414 )
1,773
Reclassification adjustment for amortization of unrecognized loss realized in income
—
( 157 )
Other comprehensive (loss)/gain on SERP liability
( 414 )
1,930
Other comprehensive income before income tax
6,807
7,570
Income tax expense related to other comprehensive income
( 1,825 )
( 1,991 )
Other comprehensive income, net of tax
4,982
5,579
Comprehensive Income
$
29,497
$
26,148
See notes to consolidated financial statements
65
Table of Contents
First United Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(In thousands, except number of shares)
Common
Stock
Surplus
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, net of tax
Total
Shareholders'
Equity
Balance at January 1, 2024
$
66
23,734
173,900
( 35,827 )
161,873
Net income
20,569
20,569
Other comprehensive income, net of tax
5,579
5,579
Common stock issued - 33,008 shares
290
290
Common stock dividend declared - $ 0.84 per share
( 5,467 )
( 5,467 )
Stock based compensation
483
483
Stock repurchase - 201,800 shares
( 1 )
( 4,031 )
( 4,032 )
Balance at December 31, 2024
65
20,476
189,002
( 30,248 )
179,295
Net income
24,515
24,515
Other comprehensive income, net of tax
4,982
4,982
Common stock issued- 28,380 shares
315
315
Common stock dividend declared - $ 0.96 per share
( 6,233 )
( 6,233 )
Stock based compensation
760
760
Balance at December 31, 2025
$
65
$
21,551
$
207,284
$
( 25,266 )
$
203,634
See notes to consolidated financial statements
66
Table of Contents
First United Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
Year Ended
December 31,
2025
2024
Operating activities
Net income
$
24,515
$
20,569
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
2,743
2,933
Depreciation
2,543
3,301
Stock based compensation
760
483
Amortization of intangible assets
329
330
Gains on sales of other real estate owned, net
( 77 )
( 161 )
Write-downs of other real estate owned
1,676
—
Origination of loans held for sale
( 5,084 )
( 10,641 )
Proceeds from sales of loans held for sale
6,292
10,692
Gains on sales of loans held for sale
( 533 )
( 414 )
Losses on disposal of fixed assets, net
228
—
Net accretion of investment securities discounts and premiums- AFS
( 193 )
( 96 )
Net accretion of investment securities discounts and premiums- HTM
( 576 )
( 597 )
Net gains on sales of investment securities – available-for-sale
( 97 )
—
Amortization of deferred loan fees
( 170 )
( 175 )
Deferred tax benefit
( 576 )
( 825 )
Earnings on bank owned life insurance
( 1,408 )
( 1,345 )
Amortization of operating lease right of use assets
189
163
Amortization of operating lease liabilities
( 204 )
( 172 )
(Increase)/decrease in accrued interest receivable and other assets
( 12,866 )
2,553
Increase/(decrease) in accrued interest payable and other liabilities
1,883
( 4,317 )
Net cash provided by operating activities
19,374
22,281
Investing activities
Proceeds from maturities/calls of investment securities available-for-sale
5,842
8,581
Proceeds from maturities/calls of investment securities held-to-maturity
7,021
43,929
Proceeds from sales of investment securities available-for-sale
8,965
—
Purchases of investment securities available-for-sale
( 22,255 )
( 6,678 )
Purchases of investment securities held-to-maturity
( 2,352 )
( 4,546 )
Purchases of equity securities with readily determinable fair market values
( 1,029 )
—
Proceeds from sales of other real estate owned
612
1,826
Net decrease/(increase) in FHLB stock
1,138
( 518 )
Net increase in loans
( 41,982 )
( 79,106 )
Purchases of premises and equipment
( 3,969 )
( 1,923 )
Net cash used in investing activities
( 48,009 )
( 38,435 )
Financing activities
Net increase in deposits
160,320
23,852
Proceeds from issuance of common stock
315
290
Cash dividends paid on common stock
( 5,967 )
( 5,373 )
Net (decrease)/increase in short-term borrowings
( 47,748 )
19,991
Stock repurchase
—
( 4,032 )
Proceeds from long-term borrowings
—
90,000
Payments on long-term borrowings
( 25,000 )
( 80,000 )
Net cash provided by financing activities
81,920
44,728
Increase in cash and cash equivalents
53,285
28,574
Cash and cash equivalents at beginning of the year
78,327
49,753
Cash and cash equivalents at end of period
$
131,612
$
78,327
Supplemental information
Interest paid
$
34,177
$
32,138
Taxes paid
$
8,483
$
5,383
Non-cash investing activities:
Transfers from loans to other repossessed assets
$
—
$
2,747
Transfers from loans to other real estate owned
$
230
$
271
Transfers from bank premises and equipment to other assets
$
1,614
$
—
See notes to consolidated financial statements
67
Table of Contents
First United Corporation and Subsidiaries
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Business
First United Corporation is a Maryland corporation chartered in 1985 and a bank holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended, that elected financial holding company status in 2021. The Corporation’s primary business is serving as the parent company of First United Bank & Trust, a Maryland trust company (the “Bank”), First United Statutory Trust I (“Trust I”) and First United Statutory Trust II (“Trust II” and together with Trust I, the “Trusts”), both Connecticut statutory business trusts. The Trusts were formed for the purpose of selling trust preferred securities that qualified as Tier 1 capital. The Bank has two consumer finance company subsidiaries - OakFirst Loan Center, Inc., a West Virginia corporation, and OakFirst Loan Center, LLC, a Maryland limited liability company (together with OakFirst Loan Center, Inc., (the “OakFirst Loan Centers”) - and one subsidiary that it uses to hold real estate acquired through foreclosure or by deed in lieu of foreclosure - First OREO Trust, a Maryland statutory trust. In addition, the Bank owns 99.9 % of the limited partnership interests in Liberty Mews Limited Partnership, a Maryland limited partnership formed for the purpose of acquiring, developing and operating low-income housing units in Garrett County, Maryland (“Liberty Mews”), and a 99.9 % non-voting membership interest in MCC FUBT Fund, LLC, an Ohio limited liability company formed for the purpose of acquiring, developing and operating low-income housing units in Allegany County, Maryland and Mineral County, West Virginia (the “MCC Fund”).
First United Corporation and its subsidiaries operate principally in four counties in Western Maryland and three counties in West Virginia.
As used in these Notes, the terms “the Corporation”, “we”, “us”, and “our” mean First United Corporation and, unless the context clearly suggests otherwise, its consolidated subsidiaries.
Basis of Presentation
The financial information is presented, in all material respects, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and with general practices for financial institutions. All significant intercompany transactions and accounts have been eliminated. Certain reclassifications have been made to prior year amounts to conform with current year classifications. In the opinion of management, all adjustments (all of which are normal recurring in nature) that are necessary for a fair statement are reflected in the consolidated financial statements.
In preparing financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of financial statements. In addition, these estimates and assumptions affect revenues and expenses in the financial statements and as such, actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements of the Corporation include the accounts of First United Corporation, the Bank, the OakFirst Loan Centers and First OREO Trust. All significant inter-company accounts and transactions have been eliminated.
Significant Concentrations of Credit Risk
Most of the Corporation’s relationships are with customers located in Western Maryland and Northeastern West Virginia. At December 31, 2025, approximately 6 %, or $ 95.3 million, of total loans were secured by real estate
68
Table of Contents
acquisition, construction and development projects, with $ 95.2 million performing according to their contractual terms and $ 0.1 million considered to be individually evaluated loans based on management’s concerns about the borrowers’ ability to comply with present repayment terms. The $ 0.1 million in individually evaluated loans were all classified as non-accrual as of December 31, 2025. Additionally, loans collateralized by commercial rental properties represented 21 % of the total loan portfolio as of December 31, 2025. Note 5, Loans and Related Allowance for Credit Loss, discusses the Corporation’s lending activities.
At December 31, 2025, approximately 15 %, or $ 16.0 million, of our available-for-sale (“AFS”) investment portfolio was collateralized debt obligations, with the entire portfolio performing according to their contractual terms. Note 4, Investment Securities, discusses the types of securities in which the Corporation invests.
Investments
The investment portfolio is classified and accounted for based on the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities . Securities bought and held principally for the purpose of selling them in the near term are classified as trading account securities and reported at fair value with unrealized gains and losses included in net gains/losses in other operating income. Securities purchased with the intent and ability to hold the securities to maturity are classified as held-to-maturity (“HTM”) securities and are recorded at amortized cost. All other investment securities are classified as AFS. These securities are held for an indefinite period of time and may be sold in response to changing market and interest rate conditions or for liquidity purposes as part of our overall asset/liability management strategy. AFS securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of other comprehensive income included in the consolidated statement of comprehensive income, net of applicable income taxes.
The amortized cost of debt securities is adjusted for the amortization of premiums to the first call date, if applicable, or to maturity, and for the accretion of discounts to maturity, or, in the case of mortgage-backed securities, over the estimated life of the security. Such amortization and accretion is included in interest income from investments. Interest and dividends are included in interest income from investments. Gains and losses on the sale of securities are recorded using the specific identification method.
The Corporation adopted ASC Topic 326 using the prospective transition approach for debt securities for which other than temporary impairment (“OTTI”) had been recognized prior to January 1, 2023, such as AFS collateralized debt obligations. As a result, the amortized cost basis for such debt securities remained the same before and after the effective date of ASC Topic 326. The effective interest rate on these debt securities was not changed. Amounts previously written off are recognized in other comprehensive income (“OCI”) as of January 1, 2023 relating to improvements in cash flows expected to be collected are accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after January 1, 2023 are recorded in earnings when received.
Restricted Investment in Bank Stock
The Corporation owns non-marketable equity securities in a combination of the Federal Home Loan Bank of Atlanta (“FHLB”), Atlantic Community Bankers Bank and Community Banker’s Bank. These securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value.
The Corporation recognizes dividend income on a cash basis. For the years ended December 31, 2025 and December 31, 2024, dividends of $ 379,944 and $ 302,665 , respectively, were recorded in other operating income.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or full repayment by the borrower are reported at their unpaid principal balance outstanding, adjusted for any deferred fees or costs pertaining to origination. Loans that management has the intent to sell are reported at the lower of cost or fair value
69
Table of Contents
determined on an individual basis. There were $ 0.1 million and $ 0.8 million in loans held for sale at December 31, 2025 and December 31, 2024, respectively.
The segments of the Bank’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The commercial real estate (“CRE”) loan segment is further disaggregated into two classes. Non-owner occupied CRE loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, generally have a greater risk profile than all other CRE loans, which include loans secured by farmland, multifamily structures and owner-occupied commercial structures. The acquisition and development (“A&D”) loan segment is further disaggregated into two classes. One-to-four family residential construction loans are generally made to individuals for the acquisition of and/or construction on a lot or lots on which a residential dwelling is to be built. All other A&D loans are generally made to developers or investors for the purpose of acquiring, developing and constructing residential or commercial structures. These loans have a higher risk profile because the ultimate buyer, once development is completed, is generally not known at the time of the A&D loan. The commercial and industrial (“C&I”) loan segment consists of loans made for the purpose of financing the activities of commercial customers. The residential mortgage loan segment is further disaggregated into two classes: amortizing term loans, which are primarily first liens, and home equity lines of credit, which are generally second liens. The consumer loan segment consists primarily of installment loans (direct and indirect), student loans and overdraft lines of credit connected with customer deposit accounts.
Management uses a 10-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Only the portion of a specific allocation of the allowance for credit losses is associated with a pending event that could trigger loss in the short term is classified in the Doubtful category. It is possible for a loan to be classified as Substandard in the internal risk rating system, but not be individually evaluated under GAAP, due to the broader reach of “well-defined weaknesses” in the application of the Substandard definition.
Interest and Fees on Loans
Interest on loans (other than those on non-accrual status) is recognized based upon the principal amount outstanding. Loan fees in excess of the costs incurred to originate the loan are recognized as income over the life of the loan utilizing either the interest method or the straight-line method, depending on the type of loan. Generally, fees on loans with a specified maturity date, such as residential mortgages, are recognized using the interest method. Loan fees for lines of credit are recognized using the straight-line method.
A loan is considered to be past due when a payment has not been received for 30 days past its contractual due date. For all loan segments, the accrual of interest is discontinued when principal or interest is delinquent for 90 days or more unless the loan is well-secured and in the process of collection. Loans that are on a current payment status or past due less than 90 days may be classified as nonaccrual if repayment in full of principal and/or interest is unlikely. Interest payments received on non-accrual loans are applied as a reduction of the loan principal balance. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Generally, consumer installment loans are not placed on non-accrual status but are charged off after they are 120 days contractually past due. Loans other than consumer installment loans are charged-off based on an evaluation of the facts and circumstances of each individual loan.
70
Table of Contents
Allowance for Credit Losses
An allowance for credit losses (the “ACL”) is maintained to absorb losses from the Corporation’s financial assets in accordance with ASC Topic 326: Financial Instruments- Credit Losses .
Allowance for Credit Losses Policy
The ACL represents an amount that, in management’s judgment, is adequate to absorb expected losses on outstanding securities, loans, and loan commitments at the balance sheet date based on the evaluation of the size and current risk characteristics of the portfolios, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected losses in the loan portfolio can vary significantly from the amounts actually observed. While management uses available information to recognize losses, future additions to the ACL may be necessary based on changes in the securities, loans, and loan commitments comprising the portfolios, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.
Held-to-Maturity Securities
The ACL on HTM securities is a contra-asset valuation account, calculated in accordance with ASC 326. Management measures expected credit losses on HTM debt securities on a collective basis by major security type. Management has elected not to measure an ACL for accrued interest on securities. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
Management classifies the HTM portfolio into the following major security types: securities issued or guaranteed by U.S. government agencies and corporations (including U.S. treasuries, agency bonds, and U.S. guaranteed residential mortgage-backed securities, commercial mortgage-backed securities, and collateralized mortgage obligations), rated municipal securities, and unrated municipal securities. With regard to securities issued by U.S. government agencies and corporations, it is expected that the securities will not settle at prices less than the amortized cost bases of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no ACL has been recorded on these securities. With regard to securities issued by states and political subdivisions, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, and (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Non-rated securities are evaluated internally based on financial performance and expected future cash flows.
Available-for-Sale Securities
For any AFS debt security in an unrealized loss position, the Corporation first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery to its amortized cost basis. If either criterion regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss
71
Table of Contents
exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through the ACL is recognized in OCI.
The Corporation adopted ASC Topic 326 using the prospective transition approach for debt securities for which OTTI had been recognized prior to January 1, 2023, such as AFS collateralized debt obligations. As a result, the amortized cost basis for such debt securities remained the same before and after the effective date of ASC Topic 326. The effective interest rate on these debt securities was not changed. Amounts previously written off are recognized in OCI as of January 1, 2023 relating to improvements in cash flows expected to be collected are accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after January 1, 2023 are recorded in earnings when received.
Loans
An ACL is maintained as a valuation account that is deducted from the Corporation’s loan portfolio’s amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Management estimates the allowance balance using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental condition, such as changes in unemployment rates, property values, or other relevant factors.
The ACL includes an estimate of credit losses for pooled loans utilizing the Discounted Cash Flow (“DCF”) method. Reserves for pooled loans are estimated by calculating the amount by which the outstanding principal balance exceeds the current estimate of the present value of future cash flows discounted at the loan’s original effective interest rate.
The ACL also includes an estimate of credit losses related to loans that are individually evaluated, known as Individually Evaluated Loans (“IEL”). Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $500,000 or is part of a relationship that is greater than $750,000 and (i) is either in non-accrual status or (ii) is risk-rated Substandard and is greater than 60 days past due. Loans are considered to be individually evaluated when, based on current information and events, they no longer share the same risk characteristics of other loans within our portfolio. Factors considered by management in evaluating loans include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Bank does not separately evaluate individual consumer and residential mortgage loans, unless such loans are part of larger relationship that is individually evaluated; otherwise, loans in these segments are considered individually evaluated when they are classified as non-accrual.
Once the determination has been made that a loan is an IEL, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis, with management utilizing the fair value of collateral or the discounted cash flow method for the analyses. If the fair value of the collateral less selling costs method is utilized for collateral securing loans in the commercial segments, then an updated external appraisal is ordered on the collateral supporting the loan if the loan balance
72
Table of Contents
is greater than $500,000 and the existing appraisal is greater than 18 months old. If the loan balance is less than $500,000, then the estimated fair value of the collateral is determined by adjusting the existing appraisal by the appropriate percentage from an internally prepared appraisal discount grid. This grid considers the age of a third-party appraisal and the geographic region where the collateral is located in order to discount an appraisal. The discount rates in the appraisal discount grid are updated at least annually to reflect the most current knowledge that management has available, including the results of current appraisals. If there is a delay in receiving an updated appraisal or if the appraisal is found to be deficient in our internal appraisal review process and re-ordered, the Bank continues to use a discount factor from the appraisal discount grid based on the collateral location and current appraisal age in order to determine the estimated fair value. If the general market conditions in that geographic market have changed considerably, the property has deteriorated or perhaps lost an income stream, or a recent appraisal for a similar property indicates a significant change, then management may adjust the fair value indicated by the existing appraisal until a new appraisal is obtained. A specific allocation of the ACL is recorded if there is any deficiency in collateral value determined by comparing the estimated fair value to the recorded investment of the loan. When updated appraisals are received and reviewed, adjustments are made to the specific allocation as needed.
A loan that is considered a non-accrual or modified loan may be subject to the individually evaluated loan analysis if the commitment is $ 0.1 million or greater; otherwise, the loan remains in the appropriate segment in the ACL model and associated reserves are adjusted based on changes in the discounted cash flows of the loan. For a discussion with respect to reserve calculations regarding individually evaluated loans, refer to the “Individually evaluated loans” section in Note 17, Fair Value of Financial Instruments. For a discussion with respect to loans modified to borrowers experiencing financial difficulty, refer to the “Loan Modifications for Borrowers Experiencing Financial Difficulty” section in Note 5, Loans and Related Allowance for Credit Losses.
The evaluation of the need and amount of a specific allocation of the ACL and whether a loan can be removed from impairment status is made on a quarterly basis.
Loan Commitments and Allowance for Credit Loss on Unfunded Commitments
Financial instruments include unfunded commitments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for unfunded commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Corporation records an ACL on unfunded commitments through a charge to provision for credit loss expense in the Corporation’s Consolidated Statement of Income. The ACL on unfunded commitments is estimated by loan segment at each balance sheet date under the CECL model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in the ACL on unfunded commitments as a liability on the Corporation’s consolidated statement of financial condition.
Loan Modifications
In situations where, for economic or legal reasons related to a borrower experiencing financial difficulty, management may make a loan modification to the borrower that it would not otherwise consider, and the related loan is classified as a modified loan. Management strives to identify borrowers in financial difficulty early and work with them to modify the loan to more affordable terms before their loan reaches nonaccrual status. The Corporation modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reductions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL. These concessions are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. See Note 5, Loans and Related Allowance for Credit Losses, for more detail related to the accounting of modified loans.
73
Table of Contents
Premises and Equipment
Land is carried at cost. Premises and equipment are carried at cost, less accumulated depreciation. The provision for depreciation for financial reporting has been made by using the straight-line method based on the estimated useful lives of the assets, which range from 10 to 31.5 years for buildings and three to 20 years for furniture and equipment.
Goodwill and Other Intangible Assets
Goodwill represents the excess purchase price paid over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment testing requires that the fair value of each of the Corporation’s reporting units be compared to the carrying amount of the reporting unit’s net assets, including goodwill. If the fair values of the reporting units exceed their book values, no write-down of recorded goodwill is required. If the fair value of a reporting unit is less than book value, an expense may be required to write-down the related goodwill to the proper carrying value. Any impairment would be realized through a reduction of goodwill or the intangible and an offsetting charge to non-interest expense. Annually, the Corporation performs an impairment test of goodwill as of December 31 of each year. During the year, any triggering event that occurs may affect goodwill and could require an impairment assessment. Determining the fair value of a reporting unit requires the Corporation to use a degree of subjectivity. The Corporation's annual impairment test of goodwill and other intangible assets did not identify any impairment.
Accounting guidance provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset, or liability. Other intangible assets have finite lives and are reviewed for impairment annually. At December 31, 2025, other intangible assets included $ 0.2 million for the purchase of certain assets from a wealth company and $ 0.2 million for the purchase of certain assets of a mortgage company. These assets are amortized over their estimated useful lives either on a straight-line or sum-of-the-years basis over varying periods that initially did not exceed five years .
Bank-Owned Life Insurance (“BOLI”)
BOLI policies are recorded at their cash surrender values. Changes in the cash surrender values are recorded as other operating income.
Other Real Estate Owned (“OREO”)
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less the cost to sell at the date of foreclosure, with any losses charged to the ACL, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Changes in the valuation allowance, sales gains and losses, and revenue and expenses from holding and operating properties are all included in total net OREO expenses.
Income Taxes
First United Corporation and its subsidiaries file a consolidated federal income tax return. Income taxes are accounted for using the asset and liability method. Under the asset and liability method, the deferred tax liability or asset is determined based on the difference between the financial statement and tax bases of assets and liabilities (temporary differences) and is measured at the enacted tax rates that will be in effect when these differences reverse. A valuation
74
Table of Contents
allowance, if needed, reduces deferred tax assets to the amount expected to be realized. Deferred tax expense is determined by the change in the net liability or asset for deferred taxes adjusted for changes in any deferred tax asset valuation allowance, or reserve. This reserve was based on the portion of the tax asset for which it is more likely than not that a tax benefit will not be realized by the Corporation.
A tax provision is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examinations for tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
State corporate income tax returns are filed annually. Federal and state returns may be selected for examination by the Internal Revenue Service and the states where we file, subject to statutes of limitations. At any given point in time, the Corporation may have several years of filed tax returns that may be selected for examination or review by taxing authorities.
Interest and penalties on income taxes are recognized as a component of income tax expense.
Defined Benefit Plans
The defined benefit pension plan and supplemental executive retirement plan are accounted for in accordance with ASC Topic 715, Compensation – Retirement Benefits . Under the provisions of ASC Topic 715, the defined benefit pension plan and the supplemental executive retirement plan are recognized as liabilities in the Consolidated Statement of Financial Condition, and unrecognized net actuarial losses, prior service costs and a net transition asset are recognized as a separate component of other comprehensive loss, net of tax. Actuarial gains and losses in excess of 10 percent of the greater of plan assets or the pension benefit obligation are amortized over a blend of future service of active employees and life expectancy of inactive participants. Refer to Note 14, Employee Benefit Plans, for a further discussion of the pension plan and supplemental executive retirement plan obligations.
Statement of Cash Flows
Cash and cash equivalents are defined as cash and due from banks and interest-bearing deposits in banks in the Consolidated Statements of Cash Flows. Cash flows are reported for customer loan and deposit transactions and interest-bearing deposits in banks.
Trust Assets and Income
Assets held in an agency or fiduciary capacity are not the Bank’s assets and, accordingly, are not included in the Consolidated Statements of Financial Condition. Income from the Bank’s trust department represents fees charged to customers and recognized through revenue recognition. Refer to Note 19, Revenue Recognition, and Note 20, Segment Reporting, for further discussion.
Business Segments
The Corporation operates in two business segments in which separate financial information is available and evaluated regularly by the Corporation’s Chief Operating Decision Maker (“CODM”), which consists of an internal team of the Corporation’s executive directors including the Chief Executive Officer, Chief Financial Officer, and Chief Wealth Officer. The Company’s reportable operating segments include community banking and wealth management. The CODM regularly makes decisions regarding how to allocate resources and assesses performance based on the financial results of these segments. Refer to Note 20, Segment Reporting, for further discussion.
75
Table of Contents
Stock Repurchases
Under the Maryland General Corporation Law, shares of capital stock that are repurchased are cancelled and treated as authorized but unissued shares. When a share of capital stock is repurchased, the payment of the repurchase price reduces stated capital by the par value of that share (currently, $ 0.01 for common stock), and any excess over par value reduces capital surplus. In 2025, the Corporation did no t repurchase any shares of common stock. In 2024, the Corporation repurchased 201,800 shares of common stock at a weighted average price of $ 19.99 per share.
Recent Accounting Pronouncements
Newly Adopted Pronouncements in 2025
In December 2023, FASB issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU No. 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about Federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU No. 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by Federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU No. 2023-09 became effective for our financial statements in 2025 and will be effective for interim periods starting in fiscal year 2026. We elected to apply this standard on a retroactive basis. See Note 12, Income Taxes, for updated disclosures related to ASU No. 2023-09.
Recently issued but not yet effective Accounting Pronouncements
In November 2024, FASB issued ASU No. 2024-03, “Income Statement- Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU No. 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU No. 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU No. 2024-03 is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, though early adoption and retrospective application is permitted. ASU No. 2024-03 is not expected to have a material impact on our financial statements.
In July 2025, FASB issued ASU No. 2025-05, “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU No. 2025-05 provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis or annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. ASU No. 2025-05 is not expected to have a material impact on our financial statements.
In September 2025, FASB issued ASU No. 2025-06, “Intangibles- Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU No. 2025-06 applies to all entities subject to internal-use software guidance in Subtopic 350-40 and website development costs in accordance with Subtopic 350-50. The amendments in ASU No.2025-06 remove all reference to prescriptive and sequential software development stages. Therefore, an entity is required to start capitalizing software costs when both the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU No. 2025-06 is effective on a prospective basis on annual periods beginning after December 15, 2027, though early adoption and retroactive application is permitted. ASU No. 2025-06 is not expected to have a material impact on our financial statements.
76
Table of Contents
In November 2025, FASB issued ASU No. 2025-08, “Financial Instruments- Credit Losses (topic 326): Purchased Loans.” ASU No. 2025-08 expands the scope of the “gross-up” method, formerly applicable only to purchased credit-deteriorated (“PCD”) assets, to include acquired non-PCD loans that meet certain criteria, now referred to as “purchased seasoned loans”. Under this model, an allowance for expected credit losses is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day-one credit-loss expense previously required for non-PCD assets. PSLs are defined as non-PCD loans acquired either (i) through a business combination, or (ii) purchased more than 90 days after origination when the acquirer was not involved in origination. ASU No. 2025-08 is effective on a prospective basis on annual periods beginning after December 15, 2026, though early adoption and retroactive application is permitted. ASU No. 2025-08 is not expected to have a material impact on our financial statements.
In November 2025, FASB issued ASU No. 2025-09, “ Derivatives and Hedging (topic 815): Hedge Accounting Improvements.” ASU No. 2025-09 amends ASC Topic 815 to align hedge accounting more closely with an entity’s economic risk management practices. Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on a variable-rate debt, enabling changes in index or tenor without dedesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies. ASU No. 2025-09 is effective on a prospective basis on annual periods beginning after December 15, 2026, though early adoption and retroactive application is permitted. ASU No. 2025-09 is not expected to have a material impact on our financial statements.
In November 2025, FASB issued ASU No. 2025-11, “Interim reporting (topic 270): Narrow Scope Improvements.” ASU No. 2025-11 clarifies and enhances guidance under ASC Topic 270 on interim financial reporting by (i) clarifying the scope of ASC 270 such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S. GAAP, (ii) establishing clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures drawn from across the ASC, and (iii) introducing a requirement to disclose material events and changes occurring after the end of the last annual period that could impact interim results. ASU No. 2025-11 is effective on a prospective basis on annual periods beginning after December 15, 2027, though early adoption and retroactive application is permitted. ASU No. 2025-11 is not expected to have a material impact on our financial statements.
77
Table of Contents
2. Earnings Per Share
Basic earnings per share is derived by dividing net income by the weighted-average number of common shares outstanding during the period and does not include the effect of any potentially dilutive common stock equivalents. Diluted earnings per share is derived by dividing net income by the weighted-average number of shares outstanding, adjusted for the dilutive effect of outstanding common stock equivalents. There were no anti-dilutive shares at December 31, 2025 or 2024.
The following table sets forth the calculation of basic and diluted earnings per share for the years ended December 31, 2025 and 2024:
2025
2024
Average
Per Share
Average
Per Share
(in thousands, except for per share amount)
Income
Shares
Amount
Income
Shares
Amount
Basic Earnings Per Share:
Net income
$
24,515
6,490
$
3.78
$
20,569
6,527
$
3.15
Diluted Earnings Per Share:
Restricted stock units
14
13
Net income
$
24,515
6,504
$
3.77
$
20,569
6,540
$
3.15
3. Regulatory Capital Requirements
Banks and holding companies are subject to regulatory capital requirements administered by Federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on AFS securities is included in computing regulatory capital. Management believes that, as of December 31, 2025, the Bank met all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of December 31, 2025, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.
78
Table of Contents
The following table presents the Bank’s capital ratios for years ended December 31, 2025 and 2024:
Actual
For Capital Adequacy
Purposes
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2025
Total Capital (to risk-weighted assets)
242,647
15.19 %
127,823
8.00 %
159,779
10.00 %
Tier 1 Capital (to risk-weighted assets)
222,675
13.94 %
95,867
6.00 %
127,823
8.00 %
Common Equity Tier 1 Capital (to risk-weighted assets)
222,675
13.94 %
71,901
4.50 %
103,856
6.50 %
Tier 1 Capital (to average assets)
222,675
11.01 %
81,108
4.00 %
101,385
5.00 %
Actual
For Capital Adequacy
Purposes
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2024
Total Capital (to risk-weighted assets)
224,114
14.59 %
122,883
8.00 %
153,603
10.00 %
Tier 1 Capital (to risk-weighted assets)
205,022
13.35 %
92,162
6.00 %
122,883
8.00 %
Common Equity Tier 1 Capital (to risk-weighted assets)
205,022
13.35 %
69,122
4.50 %
99,842
6.50 %
Tier 1 Capital (to average assets)
205,022
10.70 %
76,739
4.00 %
95,924
5.00 %
Federal and state banking regulations place certain restrictions on the amount of dividends paid and loans or advances made by the Bank to First United Corporation. The total amount of dividends that may be paid at any date is generally limited to the retained earnings of the Bank, and loans or advances are limited to 10 % of the Bank’s capital stock and surplus on a secured basis. In addition, dividends paid by the Bank to First United Corporation would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.
79
Table of Contents
4. Investment Securities
The following table shows a comparison of amortized cost and fair values of investment securities at December 31, 2025 and 2024:
(in thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit Losses
Estimated Fair Value
December 31, 2025
Available for Sale:
U.S. government agencies
$
2,000
$
—
$
596
$
—
$
1,404
Residential mortgage-backed agencies
25,891
40
3,076
—
22,855
Commercial mortgage-backed agencies
37,805
1
7,738
—
30,068
Collateralized mortgage obligations
29,795
40
2,445
—
27,390
Obligations of states and political subdivisions
8,557
35
67
—
8,525
Corporate bonds
1,000
—
93
—
907
Collateralized debt obligations
18,802
—
2,807
—
15,995
Total available for sale
$
123,850
$
116
$
16,822
$
—
$
107,144
(in thousands)
Amortized
Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Estimated Fair Value
Allowance for Credit Losses
December 31, 2025
Held to Maturity:
U.S. government agencies
$
68,595
$
—
$
7,721
$
60,874
$
—
Residential mortgage-backed agencies
32,084
138
2,474
29,748
—
Commercial mortgage-backed agencies
20,947
—
5,180
15,767
—
Collateralized mortgage obligations
45,447
—
7,056
38,391
—
Obligations of states and political subdivisions
4,390
206
487
4,109
102
Total held to maturity
$
171,463
$
344
$
22,918
$
148,889
$
102
80
Table of Contents
(in thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit Losses
Estimated Fair Value
December 31, 2024
Available for Sale:
U.S. government agencies
$
7,000
$
—
$
885
$
—
$
6,115
Residential mortgage-backed agencies
24,621
—
4,425
—
20,196
Commercial mortgage-backed agencies
37,205
—
8,571
—
28,634
Collateralized mortgage obligations
21,069
—
3,343
—
17,726
Obligations of states and political subdivisions
6,533
—
324
—
6,209
Corporate bonds
1,000
—
104
—
896
Collateralized debt obligations
18,686
—
3,968
—
14,718
Total available for sale
$
116,114
$
—
$
21,620
$
—
$
94,494
(in thousands)
Amortized
Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Estimated Fair Value
Allowance for Credit Losses
December 31, 2024
Held to Maturity:
U.S. government agencies
$
68,301
$
—
$
11,192
$
57,109
$
—
Residential mortgage-backed agencies
32,171
1
3,561
28,611
—
Commercial mortgage-backed agencies
21,134
—
5,794
15,340
—
Collateralized mortgage obligations
49,439
—
9,724
39,715
—
Obligations of states and political subdivisions
4,511
177
703
3,985
59
Total held to maturity
$
175,556
$
178
$
30,974
$
144,760
$
59
Proceeds from sales and calls of AFS securities and the realized gains and losses for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Proceeds
$
8,965
$
—
Gross realized gains
203
—
Gross realized losses
( 106 )
—
81
Table of Contents
The Corporation’s AFS security portfolio includes securities with a fair value of $ 90.6 million and $ 93.3 million, respectively, which had unrealized losses of $ 16.8 million and $ 21.6 million at December 31, 2025 and 2024, respectively. The Corporation does not have the intent to sell these securities, and it is likely that it will not be required to sell these securities before their anticipated recoveries.
The following table shows the Corporation’s securities with gross unrealized and unrecognized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized position, at December 31, 2025 and 2024:
Less than 12 months
12 months or more
(in thousands)
Fair
Value
Unrealized
Losses
Number of
Investments
Fair
Value
Unrealized
Losses
Number of
Investments
December 31, 2025
Available for Sale:
U.S. government agencies
$
—
$
—
—
$
1,404
$
596
1
Residential mortgage-backed agencies
—
—
—
17,405
3,076
3
Commercial mortgage-backed agencies
—
—
—
28,623
7,738
9
Collateralized mortgage obligations
8,811
100
1
14,160
2,345
9
Obligations of states and political subdivisions
—
—
—
3,332
67
2
Corporate Bonds
—
—
—
907
93
1
Collateralized debt obligations
—
—
—
15,995
2,807
9
Total available for sale
$
8,811
$
100
1
$
81,826
$
16,722
34
Less than 12 months
12 months or more
(in thousands)
Fair
Value
Unrecognized
Losses
Number of
Investments
Fair
Value
Unrecognized
Losses
Number of
Investments
December 31, 2025
Held to Maturity:
U.S. government agencies
$
—
$
—
—
$
60,874
$
7,721
9
Residential mortgage-backed agencies
—
—
—
19,434
2,474
35
Commercial mortgage-backed agencies
—
—
—
15,767
5,180
2
Collateralized mortgage obligations
—
—
—
38,391
7,056
8
Obligations of states and political subdivisions
—
—
—
2,364
487
1
Total held to maturity
$
—
$
—
—
$
136,830
$
22,918
55
82
Table of Contents
Less than 12 months
12 months or more
(in thousands)
Fair
Value
Unrealized
Losses
Number of
Investments
Fair
Value
Unrealized
Losses
Number of
Investments
December 31, 2024
Available for Sale:
U.S. government agencies
$
—
$
—
—
$
6,115
$
885
2
Residential mortgage-backed agencies
1,974
18
1
18,222
4,407
3
Commercial mortgage-backed agencies
1,688
59
1
26,946
8,512
8
Collateralized mortgage obligations
2,892
50
1
14,834
3,293
9
Obligations of states and political subdivisions
1,224
18
2
3,742
306
3
Corporate Bonds
—
—
—
896
104
1
Collateralized debt obligations
—
—
—
14,718
3,968
9
Total available for sale
$
7,778
$
145
5
$
85,473
$
21,475
35
Less than 12 months
12 months or more
(in thousands)
Fair
Value
Unrecognized
Losses
Number of
Investments
Fair
Value
Unrecognized
Losses
Number of
Investments
December 31, 2024
Held to Maturity:
U.S. government agencies
$
—
$
—
—
$
57,109
$
11,192
9
Residential mortgage-backed agencies
8,291
132
5
20,243
3,429
35
Commercial mortgage-backed agencies
—
—
—
15,340
5,794
2
Collateralized mortgage obligations
—
—
—
39,715
9,724
8
Obligations of states and political subdivisions
—
—
—
2,179
703
1
Total held to maturity
$
8,291
$
132
5
$
134,586
$
30,842
55
At December 31, 2025 and December 31, 2024, the Corporation recorded ACL of approximately $ 102,000 and $ 59,000 , respectively, related to one bond in the HTM security portfolio.
The amortized cost and estimated fair value of securities by contractual maturity at December 31, 2025 are shown in the following table. Actual maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.
(in thousands)
Amortized
Cost
Fair
Value
Contractual Maturity
Available for sale:
Due after one year through five years
$
250
$
250
Due after five years through ten years
16,680
14,751
Due after ten years
13,429
11,830
30,359
26,831
Residential mortgage-backed agencies
25,891
22,855
Commercial mortgage-backed agencies
37,805
30,068
Collateralized mortgage obligations
29,795
27,390
Total available for sale
$
123,850
$
107,144
Held to Maturity:
Due after one year through five years
$
17,050
$
16,640
Due after five years through ten years
45,393
40,147
Due after ten years
10,542
8,196
72,985
64,983
Residential mortgage-backed agencies
32,084
29,748
Commercial mortgage-backed agencies
20,947
15,767
Collateralized mortgage obligations
45,447
38,391
Total held to maturity
$
171,463
$
148,889
83
Table of Contents
At December 31, 2025 and 2024, AFS investment securities with a fair value of $ 87.1 million and $ 71.6 million, respectively, and HTM investment securities with a book value of $ 169.0 million and $ 161.2 million, respectively, were pledged as permitted or required to secure public deposits, for securities sold under agreements to repurchase as required or permitted by law and as collateral for borrowing capacity.
5. Loans and Related Allowance for Credit Losses
The following table summarizes the primary segments of the loan portfolio as of December 31, 2025 and December 31, 2024:
(in thousands)
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
Residential
Mortgage
Consumer
Total
December 31, 2025
Individually evaluated for impairment
$
617
$
—
$
17,142
$
1,927
$
—
$
19,686
Collectively evaluated for impairment
570,191
90,272
259,892
534,985
46,678
1,502,018
Total loans
$
570,808
$
90,272
$
277,034
$
536,912
$
46,678
$
1,521,704
December 31, 2024
Individually evaluated for impairment
$
574
$
—
$
2,048
$
1,810
$
—
$
4,432
Collectively evaluated for impairment
525,790
95,314
285,486
517,005
52,766
1,476,361
Total loans
$
526,364
$
95,314
$
287,534
$
518,815
$
52,766
$
1,480,793
In the ordinary course of business, executive officers and directors of the Corporation, including their families and companies in which certain directors are principal owners, were loan customers of the Bank. Changes in the dollar amount of loans outstanding to officers, directors and their affiliates were as follows for the year ended December 31:
(in thousands)
2025
Balance at January 1
$
4,708
Loans or advances
1,138
Repayments
( 1,849 )
Balance at December 31
$
3,997
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.
84
Table of Contents
The following table presents the classes of the loan portfolio at December 31, 2025 and December 31, 2024, summarized by the aging categories of performing loans and non-accrual loans.
(in thousands)
Current
30-59 Day
Past Due
60-89 Days
Past Due
90 Days+
Past Due
Total
Past Due
and still
accruing
Non-
Accrual
Total Loans
December 31, 2025
Commercial real estate
Non owner-occupied
$
334,581
$
—
$
—
$
—
$
—
$
102
$
334,683
All other CRE
234,459
769
304
—
1,073
593
236,125
Acquisition and development
1-4 family residential construction
15,369
—
—
—
—
—
15,369
All other A&D
74,903
—
—
—
—
—
74,903
Commercial and industrial
275,826
112
28
—
140
1,068
277,034
Residential mortgage
Residential mortgage - term
464,294
150
2,146
244
2,540
2,223
469,057
Residential mortgage – home equity
67,154
256
86
188
530
171
67,855
Consumer
46,100
252
246
45
543
35
46,678
Total
$
1,512,686
$
1,539
$
2,810
$
477
$
4,826
$
4,192
$
1,521,704
December 31, 2024
Commercial real estate
Non owner-occupied
$
296,259
$
—
$
—
$
—
$
—
$
—
$
296,259
All other CRE
228,875
257
—
317
574
656
230,105
Acquisition and development
1-4 family residential construction
16,630
—
—
—
—
—
16,630
All other A&D
78,588
—
14
—
14
82
78,684
Commercial and industrial
285,675
—
21
—
21
1,838
287,534
Residential mortgage
Residential mortgage - term
447,161
66
2,411
504
2,981
2,100
452,242
Residential mortgage – home equity
65,824
371
228
69
668
81
66,573
Consumer
52,117
364
83
28
475
174
52,766
Total
$
1,471,129
$
1,058
$
2,757
$
918
$
4,733
$
4,931
$
1,480,793
Non-accrual loans that have been subject to partial charge-offs totaled $ 0.2 million at December 31, 2025 and $ 0.7 million at December 31, 2024. Loans secured by 1-4 family residential real estate properties in the process of foreclosure totaled $ 0.5 million at December 31, 2025 and $ 1.6 million at December 31, 2024.
A loan that is considered a non-accrual or modified loan may be subject to the individually evaluated loan analysis if the commitment is $ 100,000 or greater; otherwise, the loan remains in the appropriate segment in the ACL model and associated reserves are adjusted based on changes in the discounted cash flows. For a discussion with respect to reserve calculations regarding individually evaluated loans, refer to the “Individually evaluated loans” section in Note 17, Fair Value of Financial Instruments.
The Corporation maintains an ACL at a level determined to be adequate to absorb expected credit losses associated with the Corporation’s financial instruments over the life of those instruments as of the balance sheet date. The Corporation develops and documents a systematic ACL methodology based on the following portfolio segments: (i) commercial real estate, (ii) acquisition and development, (iii) commercial and industrial, (iv) residential mortgage, and (v) consumer. The Corporation’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles. The following is a discussion of the key risks by portfolio segment that management assesses in preparing the ACL.
Commercial Real Estate- loans are secured by commercial purpose real estate, including both owner-occupied properties and properties obtained for investment purposes, such as hotels, strip malls and apartments. Operations of the individual projects as well as global cash flows of the debtors are the primary source of repayment of these loans. The
85
Table of Contents
condition of the local economy is an important indicator of risk, but there are more specific risks depending on the collateral type as well as the business.
Acquisition and Development- loans include both commercial and consumer. Commercial loans are made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk of these loans is generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer. Consumer loans are made for the construction of residential homes for which a binding sales contract exists and generally are for a period of time sufficient to complete construction. Residential construction loans to individuals generally provide for the payment of interest only during the construction phase. Credit risk for residential real estate construction loans can arise from construction delays, cost overruns, failure of the contractor to complete the project to specifications and economic conditions that could impact demand for supply of the property being constructed.
Commercial and Industrial- loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the borrower is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the borrower. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt. These loans are also made to local municipalities for various purposes including refinancing existing obligations, infrastructure up-fit and expansion, or to purchase new equipment. The primary repayment source for local municipalities includes the tax base of the municipality, specific revenue streams related to the infrastructure financed, and other business operations of the municipal authority. The health and stability of state and local economies directly impacts each municipality’s tax basis and are important indicators of risk for this segment. The ability of each municipality to increase taxes and fees to offset service requirements give this type of loan a very low risk profile in the continuum of the Corporation’s loan portfolio.
Residential Mortgage- loans are secured by first and second liens such as home equity lines of credit and 1-4 family residential mortgages. The primary source of repayment for these loans is the income of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy debt.
Consumer- loans are made to individuals and may be either secured by assets other than real estate or unsecured. This segment includes automobile loans and unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.
86
Table of Contents
The following tables present the amortized cost basis of loans on a nonaccrual status and loans past due 90 days or more that are still accruing as of December 31, 2025 and 2024:
(in thousands)
Nonaccrual Loans With No Allowance for Credit Loss
Total Non-Accrual Loans
Loans Past due 90+ Days Still Accruing
December 31, 2025
Commercial real estate
Non owner-occupied
$
102
$
102
$
—
All other CRE
593
593
—
Commercial and industrial
1,068
1,068
—
Residential mortgage
Residential mortgage - term
2,223
2,223
244
Residential mortgage – home equity
171
171
188
Consumer
35
35
45
Total
$
4,192
$
4,192
$
477
(in thousands)
Nonaccrual Loans With No Allowance for Credit Loss
Total Non-Accrual Loans
Loans Past due 90+ Days Still Accruing
December 31, 2024
Commercial real estate
All other CRE
$
656
$
656
$
317
Acquisition and development
All other A&D
82
82
—
Commercial and industrial
1,838
1,838
—
Residential mortgage
Residential mortgage - term
2,100
2,100
504
Residential mortgage – home equity
81
81
69
Consumer
174
174
28
Total
$
4,931
$
4,931
$
918
The following table presents the amortized cost basis of collateral-dependent individually evaluated loans as of December 31, 2025 and 2024:
December 31, 2025
(in thousands)
Real Estate
Other Collateral
Non-Accrual Loans with No Allowance
Commercial real estate
$
617
$
—
$
617
Commercial and industrial
—
978
978
Residential mortgage
1,927
—
1,927
Total Loans
$
2,544
$
978
$
3,522
December 31, 2024
(in thousands)
Real Estate
Other Collateral
Non-Accrual Loans with No Allowance
Commercial real estate
$
574
$
—
$
574
Commercial and industrial
—
2,048
2,048
Residential mortgage
1,810
—
1,810
Total Loans
$
2,384
$
2,048
$
4,432
87
Table of Contents
The following tables present the activity in the ACL for the years ended December 31, 2025 and 2024:
(in thousands)
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
Residential
Mortgage
Consumer
Total
Beginning balance at January 1, 2025
$
5,272
$
909
$
4,205
$
7,010
$
774
$
18,170
Loan charge-offs
—
( 9 )
( 1,011 )
( 15 )
( 715 )
( 1,750 )
Recoveries collected
—
316
73
41
275
705
Credit loss (credit)/expense
( 628 )
62
1,206
1,236
469
2,345
ACL balance at December 31, 2025
$
4,644
$
1,278
$
4,473
$
8,272
$
803
$
19,470
Beginning balance at January 1, 2024
$
5,120
$
940
$
3,717
$
6,774
$
929
$
17,480
Loan charge-offs
—
—
( 1,610 )
( 45 )
( 1,369 )
( 3,024 )
Recoveries collected
—
52
212
75
364
785
Credit loss expense/(credit)
70
( 83 )
1,886
206
850
2,929
ACL balance at December 31, 2024
$
5,272
$
909
$
4,205
$
7,010
$
774
$
18,170
The Corporation’s methodology for estimating the ACL includes:
Segmentation. The Corporation’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles.
Specific Analysis. A specific reserve analysis is applied to certain individually evaluated loans. These loans are evaluated quarterly using one of three methods: (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis, with management utilizing the fair value of collateral or the discounted cash flow method for the analyses. A charge-off is recognized when the loss is quantifiable. Individually evaluated loans not specifically analyzed reside in the quantitative analysis.
Quantitative Analysis. The Corporation has elected to use discounted cash flows. Economic forecasts include but are not limited to unemployment, the Consumer Price Index, the Housing Affordability Index, and Gross State Product. These forecasts are assumed to revert to the long-term average and are utilized in the model to estimate the probability of default and the loss given default is the estimated loss rate, which varies over time. The estimated loss rate is applied within the appropriate periods in the cash flow model to determine the net present value. Net present value is also impacted by assumption related to the duration between default and recovery. The reserve is based on the difference between the summation of the principal balances taking amortized costs into consideration and the summation of the net present values.
The Corporation has elected to forecast out the first four quarters of the credit loss estimate and revert this forecast to long-term historical averages on a straight-line basis over eight quarters. By reverting these modeling inputs to their historical average and considering loan/borrower specific attributes, our models are intended to yield a measurement of expected credit losses that reflects our average historical loss rates for periods subsequent to the reversion period.
Qualitative Analysis. Based on management’s review and analysis of internal, external and model risks, management may adjust the model output. Management reviews the peaks and troughs of the model’s calibrations, taking into account economic forecasts to develop guardrails that serve as the basis for determining the reasonableness of the model’s output and makes adjustments as necessary. This process challenges unexpected variability resulting from outputs beyond the model’s calibrations that appear to be unreasonable. Management also enhances the calculation through the use of Moody’s economic forecast data in its calculation. Additionally, management may adjust the economic forecast if it is incompatible with known market conditions based on management’s experience and perspective.
The ACL is based on estimates, and actual losses may vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the
88
Table of Contents
consistency in the application of assumptions, result in an ACL that is representative of the risk found in the components of the portfolio at any given date.
Credit Quality Indicators:
The Corporation’s portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Corporation’s internal credit risk grading system is based on debt service coverage, collateral values and other subjective factors. Mortgage and consumer loans are defaulted to pass grade until a loan migrates to past due status.
The Corporation has a loan review policy and annual scope report that details the level of loan review for loans in a given year. The annual loan review provides the Credit Risk Committee with an independent analysis of the following: (i) credit quality of the loan portfolio, (ii) compliance with loan policy, (iii) adequacy of documentation in credit files and (iv) validity of risk ratings.
The Corporation’s internally assigned grades are as follows:
Pass - The Corporation uses six grades of pass, including its watch rating. Generally, a pass rating indicates that the loan is currently performing and is of high quality.
Special Mention - Assets with potential weaknesses that warrant management’s close attention and if left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.
Substandard - Assets that are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. Such assets are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful - Assets with all weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.
Loss - Assets considered of such little value that their continuance on the books is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical to defer writing off this basically worthless asset even though partial recovery may be affected in the future.
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
89
Table of Contents
The following tables present loan balances by year of origination and internally assigned risk ratings for our portfolio segments as of dates presented:
Total
2020 and
Portfolio
(in thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Loans
December 31, 2025
Commercial real estate:
Non-owner-occupied
Pass
$
33,245
$
22,810
$
40,375
$
78,385
$
25,911
$
123,082
$
8,917
$
332,725
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
102
—
—
1,856
—
1,958
Total non-owner occupied
33,245
22,810
40,477
78,385
25,911
124,938
8,917
334,683
Current period gross charge-offs
—
—
—
—
—
—
—
—
All other CRE
Pass
24,612
50,485
31,650
22,273
20,617
75,235
3,240
228,112
Special Mention
—
—
—
—
864
—
—
864
Substandard
—
915
—
—
1,712
3,922
600
7,149
Total all other CRE
24,612
51,400
31,650
22,273
23,193
79,157
3,840
236,125
Current period gross charge-offs
—
—
—
—
—
—
—
—
Acquisition and development:
1-4 family residential construction
Pass
11,783
91
980
—
—
—
2,515
15,369
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Total acquisition and development
11,783
91
980
—
—
—
2,515
15,369
Current period gross charge-offs
—
—
—
—
—
—
—
—
All other A&D
Pass
13,267
24,703
8,852
3,988
1,582
8,840
13,374
74,606
Special Mention
—
—
—
—
—
—
—
—
Substandard
297
—
—
—
—
—
—
297
Total all other A&D
13,564
24,703
8,852
3,988
1,582
8,840
13,374
74,903
Current period gross charge-offs
—
—
—
—
—
9
—
9
Commercial and industrial:
Pass
37,145
17,406
17,629
45,513
11,060
13,892
71,139
213,784
Special Mention
—
4,250
19,112
3,638
32
—
4,963
31,995
Substandard
22
100
235
1,008
106
8,015
21,769
31,255
Total commercial and industrial
37,167
21,756
36,976
50,159
11,198
21,907
97,871
277,034
Current period gross charge-offs
—
—
—
—
570
441
—
1,011
Residential mortgage:
Residential mortgage - term
Pass
44,643
47,862
63,667
86,508
69,335
148,527
1,057
461,599
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
857
1,173
5,405
23
7,458
Total residential mortgage - term
44,643
47,862
63,667
87,365
70,508
153,932
1,080
469,057
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential mortgage - home equity
Pass
558
59
567
3,180
557
866
61,070
66,857
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
9
989
998
Total residential mortgage - home equity
558
59
567
3,180
557
875
62,059
67,855
Current period gross charge-offs
—
—
15
—
—
—
—
15
Consumer:
Pass
9,849
6,814
6,369
3,372
1,593
15,573
2,789
46,359
Special Mention
—
—
—
—
—
—
—
—
Substandard
60
94
82
49
7
15
12
319
Total consumer
9,909
6,908
6,451
3,421
1,600
15,588
2,801
46,678
Current period gross charge-offs
275
92
172
18
104
54
—
715
Total Portfolio Loans
Pass
175,102
170,230
170,089
243,219
130,655
386,015
164,101
1,439,411
Special Mention
—
4,250
19,112
3,638
896
—
4,963
32,859
Substandard
379
1,109
419
1,914
2,998
19,222
23,393
49,434
Total Portfolio Loans
$
175,481
$
175,589
$
189,620
$
248,771
$
134,549
$
405,237
$
192,457
$
1,521,704
Current YTD Period:
Current period gross charge-offs
$
275
$
92
$
187
$
18
$
674
$
504
$
—
$
1,750
90
Table of Contents
Total
2019 and
Portfolio
(in thousands)
2024
2023
2022
2021
2020
Prior
Revolving
Loans
December 31, 2024
Commercial real estate:
Non-owner-occupied
Pass
$
22,807
$
23,454
$
73,649
$
28,941
$
52,080
$
89,977
$
1,960
$
292,868
Special Mention
—
—
—
—
706
—
—
706
Substandard
—
—
—
—
—
2,685
—
2,685
Total non-owner occupied
22,807
23,454
73,649
28,941
52,786
92,662
1,960
296,259
Current period gross charge-offs
—
—
—
—
—
—
—
—
All other CRE
Pass
42,855
32,599
29,951
24,073
16,842
72,630
4,535
223,485
Special Mention
—
—
—
—
199
—
—
199
Substandard
994
—
—
1,744
—
3,453
230
6,421
Total all other CRE
43,849
32,599
29,951
25,817
17,041
76,083
4,765
230,105
Current period gross charge-offs
—
—
—
—
—
—
—
—
Acquisition and development:
1-4 family residential construction
Pass
11,686
3,317
—
—
—
—
1,627
16,630
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Total acquisition and development
11,686
3,317
—
—
—
—
1,627
16,630
Current period gross charge-offs
—
—
—
—
—
—
—
—
All other A&D
Pass
23,304
24,114
10,672
1,848
1,773
9,230
7,661
78,602
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
82
—
82
Total all other A&D
23,304
24,114
10,672
1,848
1,773
9,312
7,661
78,684
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial and industrial:
Pass
35,898
29,786
65,663
17,558
6,777
13,758
75,440
244,880
Special Mention
4,250
13,000
3,500
—
1,842
—
9,084
31,676
Substandard
122
—
1,209
680
6,562
692
1,713
10,978
Total commercial and industrial
40,270
42,786
70,372
18,238
15,181
14,450
86,237
287,534
Current period gross charge-offs
465
—
125
892
41
87
—
1,610
Residential mortgage:
Residential mortgage - term
Pass
32,582
70,643
91,775
78,892
35,790
133,725
1,235
444,642
Special Mention
—
—
684
840
—
—
—
1,524
Substandard
—
—
60
1,054
—
4,923
39
6,076
Total residential mortgage - term
32,582
70,643
92,519
80,786
35,790
138,648
1,274
452,242
Current period gross charge-offs
—
—
—
—
—
30
—
30
Residential mortgage - home equity
Pass
171
803
3,948
696
361
622
59,307
65,908
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
33
12
620
665
Total residential mortgage - home equity
171
803
3,948
696
394
634
59,927
66,573
Current period gross charge-offs
—
—
15
—
—
—
—
15
Consumer:
Pass
11,132
10,945
6,312
3,525
1,091
16,593
2,833
52,431
Special Mention
—
—
—
—
—
—
—
—
Substandard
3
177
100
24
25
4
2
335
Total consumer
11,135
11,122
6,412
3,549
1,116
16,597
2,835
52,766
Current period gross charge-offs
204
314
109
64
23
655
—
1,369
Total Portfolio Loans
Pass
180,435
195,661
281,970
155,533
114,714
336,535
154,598
1,419,446
Special Mention
4,250
13,000
4,184
840
2,747
—
9,084
34,105
Substandard
1,119
177
1,369
3,502
6,620
11,851
2,604
27,242
Total Portfolio Loans
$
185,804
$
208,838
$
287,523
$
159,875
$
124,081
$
348,386
$
166,286
$
1,480,793
Current YTD Period:
Current period gross charge-offs
$
669
$
314
$
249
$
956
$
64
$
772
$
—
$
3,024
91
Table of Contents
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past.
The following tables present loan balances by year of origination segregated by performing and non-performing loans for the periods presented:
2020 and
Portfolio
(in thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Loans
December 31, 2025
Commercial real estate:
Non-owner-occupied
Performing
$
33,245
$
22,810
$
40,375
$
78,385
$
25,911
$
124,938
$
8,917
$
334,581
Nonperforming
—
—
102
—
—
—
—
102
Total non-owner occupied
33,245
22,810
40,477
78,385
25,911
124,938
8,917
334,683
All other CRE
Performing
24,612
51,400
31,650
22,273
23,193
78,564
3,840
235,532
Nonperforming
—
—
—
—
—
593
—
593
Total all other CRE
24,612
51,400
31,650
22,273
23,193
79,157
3,840
236,125
Acquisition and development:
1-4 family residential construction
Performing
11,783
91
980
—
—
—
2,515
15,369
Nonperforming
—
—
—
—
—
—
—
—
Total acquisition and development
11,783
91
980
—
—
—
2,515
15,369
All other A&D
Performing
13,564
24,703
8,852
3,988
1,582
8,840
13,374
74,903
Nonperforming
—
—
—
—
—
—
—
—
Total all other A&D
13,564
24,703
8,852
3,988
1,582
8,840
13,374
74,903
Commercial and industrial:
Performing
37,167
21,756
36,976
49,181
11,108
21,907
97,871
275,966
Nonperforming
—
—
—
978
90
—
—
1,068
Total commercial and industrial
37,167
21,756
36,976
50,159
11,198
21,907
97,871
277,034
Residential mortgage:
Residential mortgage - term
Performing
44,643
47,862
63,667
87,365
70,127
151,846
1,080
466,590
Nonperforming
—
—
—
—
381
2,086
—
2,467
Total residential mortgage - term
44,643
47,862
63,667
87,365
70,508
153,932
1,080
469,057
Residential mortgage - home equity
Performing
558
59
567
3,180
557
875
61,700
67,496
Nonperforming
—
—
—
—
—
—
359
359
Total residential mortgage - home equity
558
59
567
3,180
557
875
62,059
67,855
Consumer:
Performing
9,909
6,891
6,416
3,409
1,600
15,572
2,801
46,598
Nonperforming
—
17
35
12
—
16
—
80
Total consumer
9,909
6,908
6,451
3,421
1,600
15,588
2,801
46,678
Total Portfolio Loans
Performing
175,481
175,572
189,483
247,781
134,078
402,542
192,098
1,517,035
Nonperforming
—
17
137
990
471
2,695
359
4,669
Total Portfolio Loans
$
175,481
$
175,589
$
189,620
$
248,771
$
134,549
$
405,237
$
192,457
$
1,521,704
92
Table of Contents
Total
2019 and
Portfolio
(in thousands)
2024
2023
2022
2021
2020
Prior
Revolving
Loans
December 31, 2024
Commercial real estate:
Non-owner-occupied
Performing
$
22,807
$
23,454
$
73,649
$
28,941
$
52,786
$
92,662
$
1,960
$
296,259
Nonperforming
—
—
—
—
—
—
—
—
Total non-owner occupied
22,807
23,454
73,649
28,941
52,786
92,662
1,960
296,259
All other CRE
Performing
43,849
32,599
29,951
25,500
17,041
75,427
4,765
229,132
Nonperforming
—
—
—
317
—
656
—
973
Total all other CRE
43,849
32,599
29,951
25,817
17,041
76,083
4,765
230,105
Acquisition and development:
1-4 family residential construction
Performing
11,686
3,317
—
—
—
—
1,627
16,630
Nonperforming
—
—
—
—
—
—
—
—
Total acquisition and development
11,686
3,317
—
—
—
—
1,627
16,630
All other A&D
Performing
23,304
24,114
10,672
1,848
1,773
9,230
7,661
78,602
Nonperforming
—
—
—
—
—
82
—
82
Total all other A&D
23,304
24,114
10,672
1,848
1,773
9,312
7,661
78,684
Commercial and industrial:
Performing
40,270
42,786
69,180
17,592
15,181
14,450
86,237
285,696
Nonperforming
—
—
1,192
646
—
—
—
1,838
Total commercial and industrial
40,270
42,786
70,372
18,238
15,181
14,450
86,237
287,534
Residential mortgage:
Residential mortgage - term
Performing
32,582
70,643
92,519
80,661
35,790
136,184
1,259
449,638
Nonperforming
—
—
—
125
—
2,464
15
2,604
Total residential mortgage - term
32,582
70,643
92,519
80,786
35,790
138,648
1,274
452,242
Residential mortgage - home equity
Performing
171
803
3,948
696
361
634
59,810
66,423
Nonperforming
—
—
—
—
33
—
117
150
Total residential mortgage - home equity
171
803
3,948
696
394
634
59,927
66,573
Consumer:
Performing
11,135
11,008
6,378
3,549
1,116
16,543
2,835
52,564
Nonperforming
—
114
34
—
—
54
—
202
Total consumer
11,135
11,122
6,412
3,549
1,116
16,597
2,835
52,766
Total Portfolio Loans
Performing
185,804
208,724
286,297
158,787
124,048
345,130
166,154
1,474,944
Nonperforming
—
114
1,226
1,088
33
3,256
132
5,849
Total Portfolio Loans
$
185,804
$
208,838
$
287,523
$
159,875
$
124,081
$
348,386
$
166,286
$
1,480,793
93
Table of Contents
Loan Modifications for Borrowers Experiencing Financial Difficulty
The Corporation evaluates all loan modifications according to the accounting guidance in ASU No. 2022-02 to determine if the modification results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulties that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, or combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are for modifications which have a direct impact on cash flows.
The Corporation may offer various types of modifications when restructuring a loan. Commercial and industrial loans modified in a loan restructuring often involve temporary interest-only payments, term extensions, and converting credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested.
Commercial mortgage and construction loans modified in a loan restructuring often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modified in a loan restructuring may also involve extending the interest-only payment period.
Loans modified in a loan restructuring for the Corporation may have the financial effect of increasing the specific allowance associated with the loan. An allowance for loans that have been modified in a loan restructuring is measured based on the present value of expected cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates.
Commercial and consumer loans modified in a loan restructuring are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a loan restructuring subsequently default, the Corporation evaluates the loan for possible further loss. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.
The following table presents the amortized cost basis, and the financial effect of loans modified to borrowers experiencing financial difficulty for the years ended December 31, 2025 and 2024.
(in thousands)
Term Extension
Percentage of Total Loan Type
Weighted Average Term and Principal Payment Extension
Year Ended December 31, 2025
Commercial and industrial
$
246
0.09 %
18 months
Total
$
246
Year Ended December 31, 2024
Owner-occupied commercial real estate
$
884
0.38 %
12 months
Commercial and industrial
122
0.04 %
60 months
Total
$
1,006
During 2025, we modified the term of two commercial and industrial loans by extending their maturity dates. During 2024, we modified the term of one owner-occupied commercial real estate loan and one commercial by extending maturity dates. The Corporation monitors loan payments on performing and non-performing loans on an ongoing basis to determine if a loan is considered to have a payment default. The loans that were modified in the years ended December 31, 2025 and 2024 have made all contractual payments since modification. The loan modifications reported above did not significantly impact our determination of the allowance for credit losses on loans during 2025 or 2024.
94
Table of Contents
If a modified loan with an outstanding balance of $ 0.1 million or greater subsequently defaults and goes on non-accrual status, then the Corporation individually evaluates the loan when performing its CECL estimate to calculate the ACL. Upon determination that a modified loan (or a portion of a modified loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.
6. Other Real Estate Owned
The following table presents the components of OREO, net of related valuation allowance, as of December 31, 2025 and 2024:
(in thousands)
2025
2024
Acquisition and development
$
1,083
$
2,698
Residential mortgage
—
364
Total OREO
$
1,083
$
3,062
The following table presents the activity in the OREO valuation allowance for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Balance January 1
$
199
$
313
Fair value write-downs, net
1,676
—
Sales of OREO
( 191 )
( 114 )
Balance December 31
$
1,684
$
199
The following table presents the components of OREO expenses, net, for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Gains on real estate, net
$
( 77 )
$
( 161 )
Fair value write-down
1,676
—
Expenses, net
638
435
Rental and other income
( 2 )
( 3 )
Total OREO expense, net
$
2,235
$
271
7. Premises and Equipment
The following table presents the components of premises and equipment at December 31, 2025 and 2024:
(in thousands)
2025
2024
Land
$
8,026
$
9,155
Land improvements
1,293
1,459
Premises
35,269
34,922
Furniture and equipment
17,924
18,846
62,512
64,382
Less accumulated depreciation
( 32,847 )
( 34,301 )
Total
$
29,665
$
30,081
95
Table of Contents
During the year ended December 31, 2025, the Corporation entered into a contract to sell one of its retail branch properties for $ 1.6 million. At the time of the contracted sale, the Corporation recorded a $ 0.2 million loss to write down the property to contracted sales price less estimated closing costs. $ 1.6 million was reclassified as real estate held for sale and is included in other assets on the consolidated statement of financial condition at December 31, 2025. The contracted sale was finalized in February 2026.
The Corporation recorded depreciation expense of $ 2.5 million and $ 3.3 million for the years ended December 31, 2025 and 2024, respectively.
8. Deposits
The following table summarizes deposits as of December 31, 2025 and 2024:
(in thousands)
2025
2024
Balance
Percent
Balance
Percent
Non-Interest-bearing deposits:
$
453,036
26 %
$
426,737
27 %
Interest-bearing deposits:
Demand
392,823
23 %
386,803
25 %
Money market- retail
529,870
30 %
447,149
28 %
Money market- brokered
1
0 %
1
0 %
Savings deposits
158,461
9 %
170,972
11 %
Time deposits- retail
150,958
9 %
143,167
9 %
Time deposits- brokered
50,000
3 %
—
—
Total Deposits
$
1,735,149
100 %
$
1,574,829
100 %
Time deposits that met or exceeded the FDIC insurance limit of $250,000 at December 31, 2025 and 2024 totaled $ 51.1 million and $ 43.7 million, respectively. At December 31, 2025 and 2024, $ 0.5 million and $ 0.2 million, respectively, of deposit overdrafts were re-classified as loans.
The following is a summary of the scheduled maturities of all time deposits maturing within the following years ended December 31:
(in thousands)
Time deposits- brokered
Time deposits- retail
2026
$
50,000
$
132,040
2027
—
14,263
2028
—
3,971
2029
—
309
2030
—
375
Total
$
50,000
$
150,958
In the ordinary course of business, executive officers and directors of the Corporation, including their families and companies in which certain directors are principal owners, were deposit customers of the Bank. At December 31, 2025, executive officers and directors had approximately $ 12.7 million in deposits with the Bank compared to $ 11.9 million at December 31, 2024.
96
Table of Contents
9. Borrowed Funds
The following is a summary of short-term borrowings at December 31, 2025 and 2024 with original maturities of less than one year:
(in thousands)
2025
2024
Securities sold under agreements to repurchase:
Outstanding at end of year
$
17,661
$
15,409
Weighted average interest rate at year end
0.22 %
0.24 %
Maximum amount outstanding as of any month end
$
26,756
$
44,415
Average amount outstanding
$
19,565
$
29,805
Approximate weighted average rate during the year
0.22 %
0.26 %
Overnight borrowings, weighted average interest rate of 4.50 % at December 31, 2024
$
—
$
50,000
Repurchase agreements were secured by investment securities with a market value of $ 24.8 million at December 31, 2025 and $ 22.9 million at December 31, 2024.
The Bank has unsecured lines of credit totaling $ 140.0 million with correspondent financial institutions and $ 83.9 million in a secured line with the Federal Reserve Discount Window to meet daily liquidity requirements. At December 31, 2025, there were no overnight borrowings outstanding. At December 31, 2024, there were $ 50.0 million in outstanding secured borrowings with the Federal Reserve Discount Window.
The following is a summary of long-term borrowings at December 31, 2025 and 2024 with original maturities exceeding one year:
(in thousands)
2025
2024
FHLB advances bearing fixed interest rates of 3.84 % at December 31, 2025 and ranging from 3.84 % to 4.04 % at December 31, 2024
$
65,000
$
90,000
Junior subordinated debt, bearing variable interest rate of 6.72 % at December 31, 2025 and 7.36 % at December 31, 2024
$
30,929
$
30,929
Total long-term debt
$
95,929
$
120,929
In March 2004 , Trust I and Trust II issued preferred securities with an aggregate liquidation amount of $ 30.0 million to third-party investors and issued common equity with an aggregate liquidation amount of $ 0.9 million to First United Corporation. These Trusts used the proceeds of these offerings to purchase an equal amount of junior subordinated debentures (“TPS Debentures”), as follows:
$ 20.6 million —floating rate payable quarterly based on three-month Secured Overnight Financing Rate (“SOFR”) plus 275 basis points ( 6.72 % at December 31, 2025), maturing in 2034 , became redeemable five years after issuance at First United Corporation’s option.
$ 10.3 million —floating rate payable quarterly based on three-month SOFR plus 275 basis points ( 6.72 % at December 31, 2025) maturing in 2034 , became redeemable five years after issuance at First United Corporation’s option.
The TPS Debentures issued to each of the Trusts represent the sole assets of that Trust, and payments of the TPS Debentures by First United Corporation are the only sources of cash flow for the Trust. First United Corporation has the right, without triggering a default, to defer interest on all of the TPS Debentures for up to 20 quarterly periods, in which case distributions on the preferred securities will also be deferred. Should this occur, the Corporation may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of its capital stock.
97
Table of Contents
At December 31, 2025, the contractual maturity of the outstanding $ 65.0 million FHLB advances is March 20, 2026, and the contractual maturity of the outstanding TPS Debentures is 2034 .
The Bank has a borrowing capacity agreement with the FHLB in an amount equal to 30 % of the Bank’s assets. The available line of credit equaled $ 599.4 million at December 31, 2025 and $ 567.4 million at December 31, 2024. This line of credit, which can be used for both short and long-term funding, can only be utilized to the extent of available lendable collateral. The line is secured by certain qualified mortgage, commercial and home equity loans as follows (in thousands):
1-4 family mortgage loans
$
153,691
Commercial loans
148,503
Multi-family loans
22,936
Home equity loans
10,342
Total available borrowing capacity
$
335,472
Less: borrowings and letters of credit outstanding
( 73,921 )
Available credit
$
261,551
10. Goodwill and Other Intangible Assets
The gross carrying amounts and accumulated amortization of intangible assets and goodwill are presented at December 31, 2025 and 2024 in the following table:
2025
2024
(in thousands)
Gross
Carrying
Amount
Accumulated Amortization
Net
Carrying
Amount
Weighted Average Remaining Life
Gross
Carrying
Amount
Accumulated Amortization
Net
Carrying
Amount
Weighted Average Remaining Life
Amortizing intangible assets:
Intangible assets associated with purchase of wealth portfolio
$
1,048
$
838
$
210
1.00 years
$
1,048
$
629
$
419
2.00 years
Intangible assets associated with acquisition of mortgage company
600
370
230
1.92 years
600
250
350
2.92 years
Total Other intangibles
$
1,648
$
1,208
$
440
1.48 years
$
1,648
$
879
$
769
2.38 years
Goodwill
$
11,004
$
11,004
$
11,004
$
11,004
The following table presents the estimated future amortization expense for amortizing intangible assets within the years ending December 31:
(in thousands)
Amount
2026
$
330
2027
110
Total amortizing intangible assets
$
440
98
Table of Contents
11. Accumulated Other Comprehensive Loss (“AOCL”)
The following table presents the changes in each component of AOCL for the years ended December 31, 2025 and 2024:
(in thousands)
Investment
securities-
with credit related impairment
AFS
Investment
securities-
all other
AFS
Investment
securities-
HTM
Cash Flow
Hedge
Pension
Plan
SERP
Total
Accumulated OCL, net:
Balance - January 1, 2024
$
( 2,482 )
$
( 13,217 )
$
( 5,201 )
$
569
$
( 14,263 )
$
( 1,233 )
$
( 35,827 )
Other comprehensive income/(loss) before reclassifications
( 163 )
( 374 )
—
( 197 )
3,945
1,301
4,512
Amounts reclassified from accumulated
other comprehensive loss
( 148 )
—
505
—
595
115
1,067
Balance - December 31, 2024
$
( 2,793 )
$
( 13,591 )
$
( 4,696 )
$
372
$
( 9,723 )
$
183
$
( 30,248 )
Other comprehensive income/(loss) before reclassifications
564
3,279
—
( 299 )
1,088
( 304 )
4,328
Amounts reclassified from accumulated
other comprehensive loss
( 148 )
( 71 )
484
—
389
—
654
Balance - December 31, 2025
$
( 2,377 )
$
( 10,383 )
$
( 4,212 )
$
73
$
( 8,246 )
$
( 121 )
$
( 25,266 )
99
Table of Contents
The following tables present the components of other comprehensive income for the years ended December 31, 2025 and 2024:
Components of Other Comprehensive Income
(in thousands)
Before Tax
Amount
Tax (Expense)
Benefit
Net
For the year ended December 31, 2025
Available for sale (AFS) securities with credit-related impairment
Unrealized holding gains
$
767
$
( 203 )
$
564
Less: accretable yield recognized in income
202
( 54 )
148
Net unrealized gains on investments with credit-related impairment
565
( 149 )
416
Available for sale securities – all other:
Unrealized holding gains
4,462
( 1,183 )
3,279
Less: gains recognized in income
97
( 26 )
71
Net unrealized gains on all other AFS securities
4,365
( 1,157 )
3,208
Held to maturity securities:
Unrealized holding losses on securities transferred to held to maturity
—
—
—
Less: amortization recognized in income
( 659 )
175
( 484 )
Net unrealized gains on HTM securities
659
( 175 )
484
Cash flow hedges:
Unrealized holding losses
( 378 )
79
( 299 )
Net unrealized losses on cash flow hedges
( 378 )
79
( 299 )
Pension Plan:
Unrealized net actuarial gain
1,481
( 393 )
1,088
Less: amortization of unrecognized loss
( 529 )
140
( 389 )
Net pension plan asset adjustment
2,010
( 533 )
1,477
SERP:
Unrealized net actuarial loss
( 414 )
110
( 304 )
Net SERP liability adjustment
( 414 )
110
( 304 )
Other comprehensive income
$
6,807
$
( 1,825 )
$
4,982
100
Table of Contents
Components of Other Comprehensive Income
(in thousands)
Before Tax
Amount
Tax Benefit (Expense)
Net
For the year ended December 31, 2024
Available for sale (AFS) securities with credit related impairment:
Unrealized holding losses
$
( 221 )
$
58
$
( 163 )
Less: accretable yield recognized in income
202
( 54 )
148
Net unrealized losses on investments with credit-related impairment
( 423 )
112
( 311 )
Available for sale securities – all other:
Unrealized holding losses
( 510 )
136
( 374 )
Net unrealized losses on all other AFS securities
( 510 )
136
( 374 )
Held to maturity securities:
Unrealized holding losses on securities transferred to held to maturity
—
—
—
Less: amortization recognized in income
( 688 )
183
( 505 )
Net unrealized gains on HTM securities
688
( 183 )
505
Cash flow hedges:
Unrealized holding losses
( 301 )
104
( 197 )
Net unrealized losses on cash flow hedges
( 301 )
104
( 197 )
Pension Plan:
Unrealized net actuarial gain
5,375
( 1,430 )
3,945
Less: amortization of unrecognized loss
( 811 )
216
( 595 )
Net pension plan asset adjustment
6,186
( 1,646 )
4,540
SERP:
Unrealized net actuarial gain
1,773
( 472 )
1,301
Less: amortization of unrecognized loss
( 157 )
42
( 115 )
Net SERP liability adjustment
1,930
( 514 )
1,416
Other comprehensive income
$
7,570
$
( 1,991 )
$
5,579
101
Table of Contents
The following tables present the details of accumulated other comprehensive loss components for the years ended December 31, 2025 and 2024:
Details of Accumulated Other Comprehensive Loss Components
Amount Reclassified from Accumulated Other Comprehensive Loss
Affected Line Item in the Statement
(in thousands)
2025
Where Net Income is Presented
Net unrealized gains on investment securities with credit related impairment:
Accretable Yield
$
202
Interest income on taxable investment securities
Taxes
( 54 )
Provision for income tax expense
$
148
Net of tax
Net unrealized gains on available for sale
investment securities - all other:
Gains on sales
$
97
Net gains
Taxes
( 26 )
Provision for income tax expense
$
71
Net of tax
Net unrealized losses on held to maturity
investment securities:
Amortization
$
( 659 )
Interest income on taxable investment securities
Taxes
175
Credit for income tax expense
$
( 484 )
Net of tax
Net pension plan asset adjustment:
Amortization of unrecognized loss
$
( 529 )
Other expense
Taxes
140
Credit for income tax expense
$
( 389 )
Net of tax
Total reclassifications for the period
$
( 654 )
Net of tax
Details of Accumulated Other Comprehensive Loss Components
Amount Reclassified from Accumulated Other Comprehensive Loss
Affected Line Item in the Statement
(in thousands)
2024
Where Net Income is Presented
Net unrealized gains on investment securities with credit related impairment:
Accretable Yield
$
202
Interest income on taxable investment securities
Taxes
( 54 )
Provision for income tax expense
$
148
Net of tax
Net unrealized losses on held to maturity
investment securities:
Amortization
$
( 688 )
Interest income on taxable investment securities
Taxes
183
Credit for income tax expense
$
( 505 )
Net of tax
Net pension plan asset adjustment:
Amortization of unrecognized loss
$
( 811 )
Other expense
Taxes
216
Credit for income tax expense
$
( 595 )
Net of tax
Net SERP liability adjustment:
Amortization of unrecognized loss
$
( 157 )
Other expense
Taxes
42
Credit for income tax expense
$
( 115 )
Net of tax
Total reclassifications for the period
$
( 1,067 )
Net of tax
102
Table of Contents
12. Income Taxes
The provision for income taxes from continuing operations consists of the following for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Current Tax expense:
Federal
$
6,360
$
5,439
State
2,234
2,047
$
8,594
$
7,486
Deferred tax benefit:
Federal
$
( 489 )
$
( 613 )
State
( 87 )
( 212 )
$
( 576 )
$
( 825 )
Provision for income tax expense for the year
$
8,018
$
6,661
The reconciliation between the statutory federal income tax rate and effective income tax rate for the years ended December 31, 2025 and 2024 is as follows:
(in thousands)
2025
2024
Amount
Percent
Amount
Percent
United States Federal statutory income tax
$
6,832
21.00 %
$
5,718
21.00 %
State and local income taxes, net of Federal income tax effect (1)
1,678
5.16 %
1,405
5.16 %
Tax credits:
Low-income housing tax credits ("LIHTC")
( 770 )
( 2.37 )%
( 770 )
( 2.83 )%
Non-taxable or nondeductible items
Bank owned life insurance
( 296 )
( 0.91 )%
( 283 )
( 1.04 )%
Other
( 31 )
( 0.09 )%
( 33 )
( 0.12 )%
Other adjustments:
LIHTC investment, net amortization and tax benefit
620
1.91 %
621
2.28 %
Other
( 15 )
( 0.05 )%
3
0.01 %
Total
$
8,018
24.65 %
$
6,661
24.46 %
(1) Maryland state taxes made up the majority (greater than 50 percent) of the tax effect in this category in both 2025 and 2024.
The effective tax rate differs from the United States Federal statutory rate primarily due to tax credits, state and local taxes, and non-taxable and non-deductible items. The Corporation operates exclusively in the United States and had no foreign income, foreign income tax expense, or foreign income taxes paid for the years ended December 31, 2025 and 2024.
103
Table of Contents
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Corporation’s temporary differences as of December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Deferred tax assets:
Allowance for credit losses
$
5,511
$
5,081
Deferred fees
128
137
Deferred compensation
1,317
1,233
Federal and state tax loss carry forwards
2,560
2,618
Low-income housing tax credits
299
367
Unrealized loss on investment securities
5,963
7,471
SERP
2,435
2,262
Depreciation
42
150
Lease liability
259
316
Other than temporary impairment on investment securities
359
413
Other real estate owned
446
53
Other
616
545
Total deferred tax assets
19,935
20,646
Valuation allowance
( 2,560 )
( 2,618 )
Total deferred tax assets less valuation allowance
17,375
18,028
Deferred tax liabilities:
Goodwill and other intangibles
( 2,774 )
( 2,785 )
Lease right-of-use asset
( 204 )
( 248 )
Pension
( 5,514 )
( 4,743 )
Derivative contract
( 16 )
( 96 )
Other
( 137 )
( 167 )
Total deferred tax liabilities
( 8,645 )
( 8,039 )
Net deferred tax assets
$
8,730
$
9,989
In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income of the appropriate character (for example, ordinary income or capital gain) within the carry-back or carry-forward period available under the tax law during the periods in which temporary differences are deductible. The Corporation has considered future market growth, forecasted earnings, future taxable income, and feasible and permissible tax planning strategies in determining whether it will be able to realize the deferred tax asset. If the Corporation were to determine that it will not be able to realize a portion of its net deferred tax asset in the future for which there is currently no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period such determination was made. Conversely, if the Corporation were to make a determination that it is more likely than not that the deferred tax assets for which there is a valuation allowance will be realized, the related valuation allowance would be reduced, and a benefit would be recorded.
At December 31, 2025, the Corporation had Maryland net operating losses (“NOLs”) and other MD carryforwards of $ 34.9 million for which a deferred tax asset of $ 2.6 million has been recorded. There has been and continues to be a full valuation allowance on these NOLs based on management’s belief that it is more likely than not that these NOLs will not be realized prior to the expiration of their carry-forward periods because the Corporation will not generate sufficient taxable income in the future to fully utilize the NOLs. The valuation allowance was $ 2.6 million at both December 31, 2025 and 2024.
104
Table of Contents
Income taxes paid in the years ended December 31, 2025 and 2024 were as follows:
(in thousands)
2025
2024
Federal
$
6,250
$
3,460
State and local
Maryland
1,730
1,580
West Virginia
500
270
Other
3
73
Total taxes paid
$
8,483
$
5,383
For the years ended December 31, 2025 and 2024, the only state jurisdictions with cash taxes paid that equaled or exceeded 5% of total income taxes paid were Maryland and West Virginia.
The Corporation and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states jurisdictions. The 2022-2024 tax years remain open under the standard statute of limitations. Also, with few exceptions, the Corporation is no longer subject to state income tax examinations for tax years before 2022. Management has identified no uncertain tax positions at December 31, 2025.
Any interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a components of interest expense (income) and other operating expense. There were no amounts of accrued tax-related interest and penalties at December 31, 2025 or 2024. Furthermore, there were no net interest and penalties related to unrecognized tax benefits for the periods presented.
13. Equity Compensation Plans
At the 2018 Annual Meeting of Shareholders, First United Corporation’s shareholders approved the First United Corporation 2018 Equity Compensation Plan (the “Equity Plan”) which authorizes the issuance of up to 325,000 shares of common stock to employees, directors, and qualifying consultants pursuant to stock options, stock appreciation rights, stock awards, dividend equivalents, and other stock-based awards.
The Corporation complies with the provisions of ASC Topic 718, Compensation- Stock Compensation, in measuring and disclosing stock compensation cost. The measurement objective in ASC Paragraph 718-10-30-6 requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized in expense over the period in which an employee is required to provide service in exchange for the award (the vesting period).
Pursuant to our director compensation policy, each director receives an annual retainer of 1,000 shares of First United Corporation common stock, plus $ 15,000 to be paid, at the director’s election, in cash or additional shares of common stock. In May 2025, a total of 11,692 fully vested shares of common stock were issued to directors, which had a grant date fair value of $ 31.52 per share. In May 2024, a total of 14,325 fully vested shares of common stock were issued to directors, which had a grant date fair value of $ 21.94 per share. Director stock compensation expense was $ 350,451 for the year ended December 31, 2025 and $ 292,109 for the year ended December 31, 2024.
Upon completion of 12 consecutive months of employment, all full-time employees of The Bank are eligible to receive 20 shares of First United Corporation stock. Additionally, certain employees are eligible to receive yearly stock compensation if certain criteria is met. Total employee stock compensation expense was $ 104,120 and $ 54,226 for the years ended December 31, 2025 and 2024, respectively.
Restricted Stock Units (“RSUs”)
On March 26, 2020, pursuant to the Corporation’s Long Term Incentive Plan (the “LTIP”), which is a sub-plan of the Equity Plan, the Compensation Committee of First United Corporation’s Board of Directors (the “Committee”)
105
Table of Contents
granted RSUs to the Corporation’s principal executive officer, its principal financial officer, and certain of its other executive officers. An RSU contemplates the issuance of shares of common stock of First United Corporation if and when the RSU vests.
The RSUs granted to each of the foregoing officers consist of (i) a performance vesting award for a three-year performance period and (ii) a time-vesting award that will vest ratably over a three-year period. Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance as compared to peers. Threshold performance is the minimum level of acceptable performance as defined by the Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of the threshold performance level would result in each executive participant earning a payout at 50 % of his or her respective target award opportunity. Achievement of the target performance level would result in the executive participant earning the target award and achievement at or above the maximum performance level would result in the executive participant earning 150 % of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award. For each of the performance periods ended December 31, 2023 through December 31, 2025, the RSUs performance goals were based on earnings per share and growth in tangible book value. For the performance periods ending December 31, 2026 and 2027, the RSUs performance goals are based on return on average equity and growth in tangible book value.
To receive any shares under an RSU, a grantee must be employed by the Corporation or one of its subsidiaries on the applicable vesting date, except that a grantee whose employment terminates prior to such vesting date due to death, disability or retirement will be entitled to a pro-rated portion of the shares subject to the RSUs, assuming that, in the case of performance-vesting RSUs, the performance goals had been met at their "target" levels.
In May 2021, RSUs relating to 7,389 performance-vesting shares and 3,693 time-vesting shares (target level) for plan year 2021 were granted, which had a grant date fair market value of $ 17.93 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2023. On March 10, 2024, it was determined that 7,389 performance-vesting RSUs failed to vest. The time-vesting RSUs vested ratably over a three-year period that began on May 5, 2022. On May 5, 2022, 1,230 shares of the 3,693 time-vesting RSUs were issued to participants. On May 5, 2023, 1,230 shares of the remaining 2,463 time-vesting shares were issued to the participants. On May 5, 2024, the remaining 1,233 shares of the 3,693 time-vesting RSUs were issued to participants. LTIP compensation expense in respect of the 2021 RSU awards was $ 7,365 for the year ended December 2024. All compensation expense related to the 2021 LTIP plans was recognized as of June 30, 2024.
In March 2022, RSUs relating to 8,096 performance-vesting shares and 6,238 time-vesting shares (target level) for plan year 2022 were granted, which had a grant date fair market value of $ 21.88 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2024. The time-vesting RSUs vested ratably over a three-year period that began on March 10, 2023. On March 10, 2023, 2,079 shares of the 6,238 time-vesting RSUs were issued to participants. On March 10, 2024, 2,079 additional shares of the 6,238 time-vesting RSUs were issued to participants. On March 10, 2025, the remaining 2,080 shares of the 6,238 time-vesting RSUs were issued to participants. In the third quarter of 2024, it was projected that the performance-vesting shares would fail to vest. LTIP compensation expense in respect of the 2022 RSU awards was $ 26,145 and $ 104,581 for the years ended December 31, 2025 and 2024, respectively. All compensation expense related to the 2022 LTIP plans was recognized as of March 31, 2025.
In March 2023, RSUs relating to 10,214 performance-vesting shares and 7,920 time-vesting shares (target level) for plan year 2023 were granted, which had a grant date fair market value of $ 18.25 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2025. The time-vesting RSUs will vest ratably over a three-year period that began on March 15, 2024. On March 15, 2024, 2,639 shares of the 7,920 time-vesting RSUs were issued to participants. On March 15, 2025, 2,639 shares of the 7,920 time-vesting RSUs were issued to participants. Subsequently, it has been determined that the performance vesting shares would fail to vest. LTIP compensation expense in respect of the 2023 RSU awards was $ 110,340 for both of the
106
Table of Contents
years ended December 31, 2025 and 2024. Unrecognized compensation expense as of December 31, 2025 related to unvested units was $ 27,585 .
In May 2024, RSUs relating to 8,593 performance vesting shares and 6,662 time vesting shares (target level) for plan year 2024 were granted, which had a grant date fair market value of $ 22.26 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs is the three-year period ending December 31, 2026. The time-vesting RSUs will vest ratably over a three-year period that began on May 20, 2025. On May 20, 2025, 2,219 shares of the 6,662 time-vesting RSUs were issued to participants. LTIP compensation expense in respect of the 2024 RSU awards was $ 113,256 and $ 66,066 for the years ended December 31, 2025 and 2024, respectively. Unrecognized compensation expense as of December 31, 2025 related to unvested units was $ 160,446 .
In February 2025, RSUs relating to 6,006 performance vesting shares and 4,797 time vesting shares (target level) for plan year 2025 were granted, which had a grant date fair market value of $ 37.59 per share of common stock underlying each RSU. The performance period for the performance-vesting RSUs is the three year period ending December 31, 2027. The time-vesting RSUs will vest ratably over a three year period beginning on February 25, 2026. LTIP compensation expense in respect of the 2025 RSU awards was $ 112,868 for the year ended December 31, 2025. Unrecognized compensation expense as of December 31, 2025 related to unvested units was $ 293,456 .
14. Employee Benefit Plans
First United Corporation sponsors a noncontributory defined benefit Pension Plan (the “Pension Plan”) covering the employees who were hired prior to the freeze and others who were grandfathered into the Pension Plan. The benefits are based on years of service and the employees’ compensation during the last five years of employment.
Effective April 30, 2010, the Pension Plan was amended, resulting in a “soft freeze”, the effect of which prohibits new entrants into the Pension Plan and ceases crediting of additional years of service, after that date. Effective January 1, 2013, the Pension Plan was amended to unfreeze it for those employees for whom the sum of (i) their ages, at their closest birthday, plus (ii) years of service for vesting purposes equals 80 or greater. The “soft freeze” continues to apply to all other plan participants. Pension benefits for these participants will be managed through discretionary contributions to the First United Corporation 401(k) Profit Sharing Plan (the “401(k) Plan”).
During 2001, the Bank established an unfunded Defined Benefit Supplemental Executive Retirement Plan (“Defined Benefit SERP”). The Defined Benefit SERP is available only to a select group of management or highly compensated employees to provide supplemental retirement benefits in excess of limits imposed on qualified plans by federal tax law.
The benefit obligation activity for both the Pension Plan and Defined Benefit SERP was calculated using an actuarial measurement date of January 1. Plan assets and the benefit obligations were calculated using an actuarial measurement date of December 31.
On January 9, 2015, First United Corporation and members of management who do not participate in the Defined Benefit SERP entered into participation agreements under the Deferred Compensation Plan, each styled as a Defined Contribution SERP Agreement (the “Contribution Agreement”). Pursuant to each Contribution Agreement, First United Corporation agreed, for each Plan Year (as defined in the Deferred Compensation Plan) in which it determines that it has been profitable (as defined in the Contribution Agreement), to make a discretionary contribution to the participant’s Employer Account in an amount equal to 15 % of the participant’s base salary level for such Plan Year, with the first Plan Year being the year ending December 31, 2015. The Contribution Agreement provides that the participant will become 100% vested in the amount maintained in his or her Employer Account upon the earliest to occur of the following events: (i) Normal Retirement (as defined in the Contribution Agreement); (ii) Separation from Service (as defined in the Contribution Agreement) following a Change of Control (as defined in the Deferred Compensation Plan) and subsequent Triggering Event (as defined in the Contribution Agreement); (iii) Separation from Service due to a Disability (as defined in the Contribution Agreement); (iv) with respect to a particular award of Employer Contribution Credits, the participant’s
107
Table of Contents
completion of two consecutive Years of Service (as defined in the Contribution Agreement) immediately following the Plan Year for which such award was made; or (v) death. Notwithstanding the foregoing, however, a participant will lose entitlement to the amount maintained in his or her Employer Account in the event employment is terminated for Cause (as defined in the Contribution Agreement). In addition, the Contribution Agreement conditions entitlement to the amounts held in the Employer Account on the participant (a) refraining from engaging in Competitive Employment (as defined in the Contribution Agreement) for three years following his or her Separation from Service, (b) refraining from injurious disclosure of confidential information concerning the Corporation, and (c) remaining available, at the First United Corporation’s reasonable request, to provide at least six hours of transition services per month for 12 months following his or her Separation from Service (except in the case of death or Disability), except that only item (b) will apply in the event of a Separation from Service following a Change of Control and subsequent Triggering Event.
In January 2023, the Board of Directors approved discretionary contributions to three participants totaling $ 108,184 . The Corporation recorded $ 54,092 of related compensation expense for 2024 related to these contributions. In January 2024, the Board of Directors approved discretionary contributions to three participants totaling $ 114,958 . The Corporation recorded $ 57,479 of related compensation expense for both 2025 and 2024. In January 2025, the Board of Directors approved discretionary contributions to three participants totaling $ 119,735 . The Corporation recorded $ 59,872 of related compensation expense for 2025. Each discretionary contribution has a two-year vesting period.
The following tables summarize benefit obligation and funded status, plan asset activity, components of net pension cost, and weighted average assumptions for the Pension Plan and the Defined Benefit SERP:
Pension
Defined Benefit SERP
(in thousands)
2025
2024
2025
2024
Change in Benefit Obligation
Obligation at the beginning of the year
$
38,108
$
40,614
$
8,335
$
9,777
Service cost
13
10
140
182
Interest cost
2,075
1,984
455
480
Change in discount rate and mortality assumptions
1,423
( 1,652 )
—
—
Actuarial losses/(gains)
( 574 )
103
414
( 1,768 )
Benefits paid
( 2,192 )
( 2,951 )
( 336 )
( 336 )
Obligation at the end of the year
38,853
38,108
9,008
8,335
Change in Plan Assets
Fair value at the beginning of the year
55,932
51,822
—
—
Actual return on plan assets
5,911
7,061
—
—
Employer contribution
—
—
336
336
Benefits paid
( 2,192 )
( 2,951 )
( 336 )
( 336 )
Fair value at the end of the year
59,651
55,932
—
—
Funded/(Unfunded) Status
$
20,798
$
17,824
$
( 9,008 )
$
( 8,335 )
108
Table of Contents
Pension
Defined Benefit SERP
(in thousands)
2025
2024
2025
2024
Components of Net Pension Cost
Service cost
$
13
$
10
$
140
$
182
Interest cost
2,075
1,984
455
480
Expected return on assets
( 3,563 )
( 3,296 )
—
—
Amortization of recognized loss
529
811
—
157
Net (income)/expense in employee benefits
$
( 946 )
$
( 491 )
$
595
$
819
Weighted Average Assumptions used to determine benefit obligations:
Discount rate for benefit obligations
5.46 %
5.61 %
5.38 %
5.57 %
Discount rate for net pension cost
5.61 %
5.02 %
—
—
Expected long-term return on assets
6.50 %
6.50 %
—
—
Rate of compensation increase
4.00 %
3.00 %
4.00 %
3.00 %
The accumulated benefit obligation for the Pension Plan was $ 36.4 million and $ 35.3 million at December 31, 2025 and 2024, respectively. The accumulated benefit obligation for the Defined Benefit SERP was $ 8.6 million and $ 8.2 million at December 31, 2025 and 2024, respectively.
The investment assets of a defined benefit plan are managed with the goal of providing for retiree distributions while also supporting long-term plan obligations with a moderate level of portfolio risk. To address the variability over time of both risk and return, the plan investment strategy entails a dynamic approach to asset allocation, providing for normalized targets for major asset classes, with the ability to tactically adjust within the following specified ranges around those targets.
Asset class
Normalized
Target
Range
Cash
2 %
0 % - 20 %
Fixed Income
36 %
30 % - 50 %
Equities
62 %
45 % - 65 %
Decisions regarding tactical adjustments within the above noted ranges for asset classes are based on a top-down review of factors expected to have material impact on the risk and reward dynamics of the portfolio as a whole. Such factors include, but are not limited to, the following:
● Anticipated domestic and international economic growth as a whole;
● The position of the economy within its longer term economic cycle; and
● The expected impact of economic vitality, cycle positioning, financial market risks, industry/demographic trends and political forces on the various market sectors and investment styles.
With respect to individual company securities, additional company specific matters are considered, which could include management track record and guidance, future earnings expectations, current relative price expectations and the impact of identified risks on expected performance, among others. A core equity position of large cap stocks will be maintained, with more aggressive or volatile sectors meaningfully represented in the asset mix in pursuit of higher returns.
Strategic and specific investment decisions are guided by an in-house investment committee as well as a number of outside institutional resources that provide economic, industry and company data and analytics. It is management’s intent to give the Pension Plan’s investment managers flexibility with respect to investment decisions and their timing within the overall guidelines. However, certain investments require specific review and approval by management. Management is also informed of anticipated changes in nonproprietary investment managers, significant modifications of any previously approved investment, or the anticipated use of derivatives to execute investment strategies.
109
Table of Contents
Portfolio risk is managed in large part by a focus on diversification across multiple levels as well as an emphasis on financial strength. For example, current investment policies restrict initial investments in debt securities to be rated investment grade at the time of purchase. Also, with the exception of the highest rated securities (e.g., U.S. Treasury or government-backed agency securities), no more than 10% of the portfolio may be invested in a single entity’s securities. As a result of the previously noted approaches to controlling portfolio risk, any concentrations of risk would be associated with general systemic risks faced by industry sectors or the portfolio as a whole.
Assets in the Pension Plan are valued by the Corporation’s accounting system provider who utilizes a third-party pricing service. Valuation data is based on actual market data for stocks and mutual funds (Level 1) and matrix pricing for bonds (Level 2). Cash and cash equivalents are also considered Level 1 within the fair value hierarchy.
110
Table of Contents
At December 31, 2025 and 2024, the value of Pension Plan investments was as follows:
December 31, 2025
Fair Value Hierarchy
(in thousands)
Assets at
Fair Value
% of
Portfolio
Level 1
Level 2
Cash and cash equivalents
$
716
1.2 %
$
716
$
—
Fixed income securities:
U.S. Government and Agencies
2,139
3.5 %
—
2,139
Taxable municipal bonds and notes
412
0.7 %
—
412
Corporate bonds and notes
15,374
25.8 %
—
15,374
Preferred stock
254
0.4 %
—
254
Fixed income mutual funds
3,677
6.2 %
3,677
—
Total fixed income
21,856
36.6 %
3,677
18,179
Equities:
Large Cap
24,149
40.5 %
24,149
—
Mid Cap
2,017
3.4 %
2,017
—
Small Cap
5,914
9.9 %
5,914
—
International
4,999
8.4 %
4,999
—
Total equities
37,079
62.2 %
37,079
—
Total market value
$
59,651
100.0 %
$
41,472
$
18,179
Note: The Large cap equities includes 157,963 and 194,124 shares of First United Corporation common stock at December 31, 2025 and 2024, respectively.
December 31, 2024
Fair Value Hierarchy
(in thousands)
Assets at
Fair Value
% of
Portfolio
Level 1
Level 2
Cash and cash equivalents
$
1,019
1.8 %
$
1,019
$
—
Fixed income securities:
U.S. Government and Agencies
4,133
7.4 %
—
4,133
Taxable municipal bonds and notes
469
0.8 %
—
469
Corporate bonds and notes
12,645
22.6 %
—
12,645
Preferred stock
263
0.5 %
—
263
Fixed income mutual funds
3,812
6.8 %
3,812
—
Total fixed income
21,322
38.1 %
3,812
17,510
Equities:
Large Cap
22,130
39.6 %
22,130
—
Mid Cap
1,984
3.5 %
1,984
—
Small Cap
6,544
11.7 %
6,544
—
International
2,933
5.3 %
2,933
—
Total equities
33,591
60.1 %
33,591
—
Total market value
$
55,932
100.0 %
$
38,422
$
17,510
As of December 31, 2025, the 25-year average return on pension portfolio assets was 6.63 %, exceeding the expected long-term return of 6.50 % utilized for 2025. Considering that future equity returns are partially a function of current starting valuations and the general level of interest rates, return expectations and forecasts by market analysts are largely in line with historical averages. Interest rates currently remain at or near multidecade highs and given that, fixed income assets return potential remains nearly double what it has been over the last decade. Even with equity valuations above historical averages, the monetary policy easing process is expected to continue this year, increasing the odds of fixed income outperformance. Therefore, it is considered appropriate to maintain the expected long-term rate of return of 6.50 % for 2026.
111
Table of Contents
Estimated cash flows related to expected future benefit payments from the Pension Plan and Defined Benefit SERP are as follows:
(in thousands)
Pension
Plan
Defined
Benefit
SERP
2026
$
2,331
$
560
2027
2,382
605
2028
2,461
591
2029
2,518
588
2030
2,586
588
2031-2035
13,572
3,770
First United Corporation made no contributions to the Pension Plan in 2025 or 2024. First United Corporation will continue to evaluate future annual contributions to the Pension Plan based upon its funded status and an evaluation of the future benefits to be provided thereunder. The Bank expects to fund the annual projected benefit payments for the Defined Benefit SERP from operations.
The estimated costs that will be amortized from accumulated other comprehensive loss into net periodic pension cost during the next fiscal year are as follows:
(in thousands)
Pension
Defined
Benefit
SERP
Net actuarial loss
$
945
$
—
$
945
$
—
15. 401(k) Profit Sharing Plan
In furtherance of First United Corporation’s belief that every employee should have the ability to accrue retirement benefits, it adopted the 401(k) Profit Sharing Plan, which is available to all employees, including executive officers. Employees are automatically entered in the plan on the first of the month following completion of 30 days of service to First United Corporation and/or its subsidiaries. Employees have the opportunity to opt out of participation or change their deferral amounts under the plan at any time. In addition to contributions by participants, the plan contemplates employer matching and the potential of discretionary contributions to the accounts of participants. First United Corporation believes that matching contributions encourage employees to participate and thereby plan for their post-retirement financial future. Beginning with the 2008 plan year, First United Corporation enhanced the match formula to 100 % on the first 1% of salary reduction and 50 % on the next 5% of salary reduction. This match is accrued for all participants, including executive officers, immediately upon entering the plan on the first day of the month following the completion of 30 days of employment. Additionally, First United Corporation accrued a non-elective employer contribution during 2025 for all employees other than employees who participate in the Defined Benefit SERP and Defined Contribution SERP and those employees meeting the age plus service requirement in the Pension Plan equal to 4.0 % of each employee’s salary, and 0.5 % of each employee’s salary hired before January 1, 2010, which will be paid in the first quarter of 2026. The employee must be a plan participant and be actively employed on the last day of the plan year to share in the discretionary profit sharing contribution, except in the case of death, disability, or retirement of the participant. Expense charged to operations for the 401(k) Plan was $ 1.6 million in 2025 and $ 1.4 million in 2024.
112
Table of Contents
16. Contractual Obligations, Commitments and Contingent Liabilities
Contractual Obligations
The Corporation enters into contractual obligations in the normal course of business. Among these obligations are brokered and retail time deposits, FHLB advances and junior subordinated debentures, operating lease agreements for banking and subsidiaries’ offices, and for data processing and telecommunications equipment. At December 31, 2025, no large capital obligations are anticipated.
Commitments
Loan commitments are made to accommodate the financial needs of our customers. Loan commitments have credit risk essentially the same as that involved in extending loans to customers and are subject to normal credit policies. Commitments to extend credit generally have fixed expiration dates, may require payment of a fee, and contain cancellation clauses in the event of an adverse change in the customer’s credit quality.
The contractual amounts of commitments to extend credit at December 31, 2025 and December 31, 2024 are as follows:
(in thousands)
2025
2024
Residential mortgage - home equity
$
73,155
$
70,894
Residential mortgage - construction
14,515
13,138
Commercial
177,791
163,079
Consumer - personal credit lines
4,531
4,224
Standby letters of credit
16,350
16,522
Total
$
286,342
$
267,857
We do not issue any guarantees that would require liability recognition or disclosure other than the standby letters of credit issued by the Bank. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party to support contractual obligations and to ensure job performance. Generally, the Bank’s letters of credit are issued with expiration dates within one year . Historically, most letters of credit expire unfunded, and therefore, cash requirements are substantially less than the total commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral and/or personal guarantees supporting letters of credit.
17. Fair Value of Financial Instruments
The Corporation complies with the guidance of ASC Topic 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. The Corporation also follows the guidance on matters relating to all financial instruments found in ASC Subtopic 825-10, Financial Instruments – Overall .
Fair value is defined as the price to sell an asset or to transfer a liability in an orderly transaction between willing market participants as of the measurement date. Fair value is best determined by values quoted through active trading markets. Active trading markets are characterized by numerous transactions of similar financial instruments between willing buyers and willing sellers. Because no active trading market exists for various types of financial instruments, many of the fair values disclosed were derived using present value discounted cash flows or other valuation techniques described below. As a result, the Corporation’s ability to actually realize these derived values cannot be assumed.
The Corporation measures fair values based on the fair value hierarchy established in ASC Paragraph 820-10-35-37. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or
113
Table of Contents
liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs that may be used to measure fair value under the hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities. This level is the most reliable source of valuation.
Level 2: Quoted prices that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). It also includes inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). Several sources are utilized for valuing these assets, including a contracted valuation service, Standard & Poor’s (“S&P”) evaluations and pricing services, and other valuation matrices.
Level 3: Prices or valuation techniques that require inputs that are both significant to the valuation assumptions and not readily observable in the market (i.e. supported with little or no market activity). Level 3 instruments are valued based on the best available data, some of which is internally developed, and consider risk premiums that a market participant would require.
The level established within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Transfers in and out of Level 1, 2 or 3 are recorded at fair value at the beginning of the reporting period.
Investments – The investment portfolio is classified and accounted for based on the guidance of ASC Topic 320, Investments – Debt and Equity Securities .
The fair value of investments available-for-sale is determined using a market approach. U.S. Government agencies and treasuries, residential and commercial mortgage-backed securities, and municipal bonds segments are classified as Level 2 within the valuation hierarchy. Their fair values were determined based upon market-corroborated inputs and valuation matrices, which were obtained through third party data service providers or securities brokers through which we have historically transacted both purchases and sales of investment securities.
Derivative financial instruments (cash flow hedge) – The Corporation’s open derivative positions are interest rate swap agreements. Those classified as Level 2 open derivative positions are valued using externally developed pricing models based on observable market inputs provided by a third party and validated by management. The Corporation has considered counterparty credit risk in the valuation of its interest rate swap assets.
Individually evaluated loans – Loans included in the table below are those that are considered individually evaluated with a specific allocation or with partial charge-offs, based upon the guidance of the loan impairment subsection of the Receivables Topic, ASC Section 310-10-35, under which the Corporation has measured impairment generally based on the fair value of the loan’s collateral. Fair value consists of the loan balance less its valuation allowance and is generally determined based on independent third-party appraisals of the collateral or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.
Equity investments- Equity investments included in the table below are considered are recorded with a write-down to fair value recorded in other operating expenses. Fair value of the equity investment was based on an independent third-party valuation report where the value was determined based on the revenue multiples of like kind information technology businesses. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.
114
Table of Contents
Other real estate owned – OREO included in the table below are recorded with specific write-downs. Fair value of other real estate owned was based on independent third-party appraisals of the properties. These values were determined based on the sales prices of similar properties in the approximate geographic area. These assets are included as Level 3 fair values based upon the lowest level of input that is significant to the fair value measurements.
For assets measured at fair value on a recurring and non-recurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2025 and 2024 are as follows:
Fair Value Measurements at
December 31, 2025 Using
(in thousands)
Assets
Measured at
Quoted Prices
in Active
Markets for
Identical Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Description
12/31/25
(Level 1)
(Level 2)
(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. government agencies
$
1,404
$
$
1,404
$
Residential mortgage-backed agencies
22,855
22,855
Commercial mortgage-backed agencies
30,068
30,068
Collateralized mortgage obligations
27,390
27,390
Obligations of states and political subdivisions
8,525
8,525
Corporate bonds
907
907
Collateralized debt obligations
15,995
15,995
Equity investments not held for trading with readily determinable fair values
1,029
1,029
Financial derivative
76
76
Non-recurring:
Individually evaluated loans
266
266
Other real estate owned
853
853
Fair Value Measurements at
December 31, 2024 Using
(in thousands)
Assets
Measured at
Quoted Prices
in Active
Markets for
Identical Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Description
12/31/24
(Level 1)
(Level 2)
(Level 3)
Recurring:
Investment securities available-for-sale:
U.S. treasuries
$
6,115
$
$
6,115
$
U.S. government agencies
20,196
20,196
Residential mortgage-backed agencies
28,634
28,634
Commercial mortgage-backed agencies
17,726
17,726
Collateralized mortgage obligations
6,209
6,209
Obligations of states and political subdivisions
896
896
Collateralized debt obligations
14,718
14,718
Financial derivative
455
455
Non-recurring:
Individually evaluated loans
647
647
Equity investment
3,928
3,928
Other real estate owned
2,698
2,698
There were no transfers of assets between any of the levels of the fair value hierarchy for the years ended December 31, 2025 or December 31, 2024.
115
Table of Contents
For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of December 31, 2025 and 2024, the significant unobservable inputs used in the fair value measurements were as follows:
(in thousands)
Fair Value at
December 31,
2025
Valuation
Technique
Significant
Unobservable
Inputs
Significant
Unobservable
Input Value
Recurring:
Investment Securities – available for sale - CDO
$
15,995
Discounted Cash Flow
Discount Rate
Range of upper 200 s to upper 400 s
Non-recurring:
Individually Evaluated Loans
$
266
Market Comparable Properties
Marketability Discount
N/A
Other Real Estate Owned (1)
$
853
Market Comparable Properties
Marketability Discount
15.0 %
(in thousands)
Fair Value at
December 31,
2024
Valuation
Technique
Significant
Unobservable
Inputs
Significant
Unobservable
Input Value
Recurring:
Investment Securities – available for sale - CDO
$
14,718
Discounted Cash Flow
Discount Rate
Range of low to mid 300 and low 500
Non-recurring:
Individually Evaluated Loans
$
647
Market Comparable Properties
Marketability Discount
N/A
Equity Investment
$
3,928
Market Method
Revenue Multiples
2.8 x
Other Real Estate Owned (1)
$
2,698
Market Comparable Properties
Marketability Discount
5.0 % to 15.0 %
(weighted avg 5.9 %)
(1) Range would include discounts taken since appraisal and estimated values.
116
Table of Contents
The following tables show a reconciliation of the beginning and ending balances for fair valued assets measured using Level 3 significant unobservable inputs for the years ended December 31, 2025 and 2024:
Fair Value Measurement Using Unobservable Inputs (Level 3)
(in thousands)
Investment Securities Available for Sale
Beginning balance January 1, 2025
$
14,718
Total gains realized/unrealized:
Included in other comprehensive income
1,277
Ending balance December 31, 2025
$
15,995
Fair Value Measurement Using Unobservable Inputs (Level 3)
(in thousands)
Investment Securities Available for Sale
Beginning balance January 1, 2024
$
14,709
Total gains realized/unrealized:
Included in other comprehensive income
9
Ending balance December 31, 2024
$
14,718
Gains and losses (realized and unrealized) included in earnings for the periods above are reported in the Consolidated Statement of Income in other operating income.
The fair values disclosed may vary significantly between institutions based on the estimates and assumptions used in the various valuation methodologies. The derived fair values are subjective in nature and involve uncertainties and significant judgment. Therefore, they cannot be determined with precision. Changes in the assumptions could significantly impact the derived estimates of fair value. Disclosure of non-financial assets such as buildings as well as certain financial instruments such as leases is not required. Accordingly, the aggregate fair values presented do not represent the underlying value of the Corporation.
117
Table of Contents
The following table presents fair value information about financial instruments, whether or not recognized in the statement of financial condition, for which it is practicable to estimate that value. The actual carrying amounts and estimated fair values of the Corporation’s financial instruments that are included in the statement of financial condition are as follows:
December 31, 2025
Fair Value Measurements
Carrying
Fair
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
(in thousands)
Amount
Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets:
Cash and due from banks
$
129,830
$
129,830
$
129,830
Interest bearing deposits in banks
1,782
1,782
1,782
Investment securities - AFS
107,144
107,144
$
91,149
$
15,995
Investment securities - HTM
171,361
148,889
147,144
1,745
Equity investments not held for trading with readily determinable fair values
1,029
1,029
1,029
Restricted bank stock
4,630
N/A
Loans, net
1,501,758
1,469,463
1,469,463
Financial derivative
76
76
76
Accrued interest receivable
7,904
7,904
895
7,009
Financial Liabilities:
Deposits – non-maturity
1,534,191
1,534,191
1,534,191
Deposits – time deposits
200,958
199,967
199,967
Short-term borrowed funds
17,661
17,661
17,661
Long-term borrowed funds
95,929
95,775
95,775
Accrued interest payable
953
953
953
December 31, 2024
Fair Value Measurements
Carrying
Fair
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
(in thousands)
Amount
Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets:
Cash and due from banks
$
77,020
$
77,020
$
77,020
Interest bearing deposits in banks
1,307
1,307
1,307
Investment securities - AFS
94,494
94,494
$
79,776
$
14,718
Investment securities - HTM
175,497
144,760
142,954
1,806
Restricted bank stock
5,768
N/A
Loans, net
1,462,181
1,421,600
1,421,600
Financial derivative
455
455
455
Accrued interest receivable
7,473
7,473
827
6,646
Financial Liabilities:
Deposits – non-maturity
1,431,662
1,431,662
1,431,662
Deposits – time deposits
143,167
141,698
141,698
Short-term borrowed funds
65,409
65,409
65,409
Long-term borrowed funds
120,929
119,586
119,586
Accrued interest payable
489
489
489
18. Derivative Financial Instruments
As a part of managing interest rate risk, the Corporation entered into interest rate swap agreements to modify the re-pricing characteristics of certain interest-bearing liabilities. The Corporation has designated its interest rate swap
118
Table of Contents
agreements as cash flow hedges under the guidance of ASC Subtopic 815-30, Derivatives and Hedging – Cash Flow Hedges . Cash flow hedges have the effective portion of changes in the fair value of the derivative, net of taxes, recorded in net accumulated other comprehensive income.
In March 2016, the Corporation entered into four interest rate swap contracts totaling $ 30.0 million notional amount, hedging future cash flows associated with floating rate trust preferred debt. As of December 31, 2025, $ 15.0 million notional amount remains. The interest rate swap creates an effective fixed interest rate of 4.65 % on the $ 15.0 million notional amount of the Corporation’s junior subordination debt until the interest rate swap’s maturity in March 2026.
The fair value of the interest rate swap contracts was $ 0.1 million and $ 0.5 million at December 31, 2025 and December 31, 2024, respectively.
For the year ended December 31, 2025, the Corporation recorded a decrease in the value of the derivatives of $ 0.4 million and the related deferred tax of $ 0.1 million in net accumulated other comprehensive loss to reflect the effective portion of cash flow hedges. ASC Subtopic 815-30 requires the net accumulated other comprehensive loss to be reclassified to earnings if the hedge becomes ineffective or is terminated. There was no hedge ineffectiveness recorded for the year ended December 31, 2025. The Corporation does not expect any material losses relating to these hedges to be reclassified into earnings within the next 12 months.
Interest rate swap agreements are entered into with counterparties that meet established credit standards, and the Corporation believes that the credit risk inherent in these contracts is not significant at December 31, 2025.
The table below discloses the impact of derivative financial instruments on the Corporation’s Consolidated Financial Statements for the years ended December 31, 2025 and December 31, 2024.
Derivative in Cash Flow Hedging Relationships
(in thousands)
Amount of loss recognized in OCI on derivative (effective portion)
Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion) (1)
Amount of gain or (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) (2)
Interest rate contracts:
December 31, 2025
$
( 299 )
$
—
$
—
December 31, 2024
$
( 197 )
$
—
$
—
Notes :
(1) Reported as interest expense
(2) Reported as other income
19. Revenue Recognition
ASC Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. ASC Topic 606 is applicable to noninterest revenue streams such as wealth management, including trust and brokerage services, service charges on deposit accounts, interchange fee income – debit card income and gains/losses on OREO sales. Noninterest revenue streams in-scope of ASC Topic 606 are discussed below.
119
Table of Contents
Wealth Management – Trust and Brokerage
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation’s performance obligation is generally satisfied over time, and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Corporation’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Corporation’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Corporation’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Other Service Charges
Fees, exchange, and other service charges are primarily comprised of ATM fees, loan servicing fees and other service charges. ATM fees are primarily generated when a Bank cardholder uses a non-Bank ATM, or a non-Bank cardholder uses a Bank ATM. Loan servicing fees are comprised of fees earned on servicing of loan portfolios sold to the secondary market. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Corporation’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion.
Interchange Fees – Debit and Credit Card Income
Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation’s debit cards are processed through card payment networks such as Visa. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Payment is typically received immediately or in the following month.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of ASC Topic 606.
Year Ended
December 31,
(in thousands)
2025
2024
Noninterest income
In-scope of Topic 606:
Service charges on deposit accounts
$
2,255
$
2,220
Other service charges
845
887
Trust department
9,824
9,094
Debit card income
4,057
4,065
Brokerage commissions
1,445
1,449
Noninterest income (in-scope of Topic 606)
$
18,426
$
17,715
Noninterest income (out-of-scope of Topic 606)
1,740
1,696
Total Noninterest Income
$
20,166
$
19,411
120
Table of Contents
20. Segment Reporting
The Corporation is managed under an organizational structure that conducts business in two primary operating segments: (i) Community Banking and (ii) Wealth Management. The Corporation is primarily managed based on the line of business structure. In that regard, the Corporation provides the same lines of business, which have the same product and service offerings, have similar types and classes of customers and utilize similar service delivery methods across our entire geographic footprint. Pricing guidelines for products and services are across all regions. Community Banking and Trust and Investment Services are delineated by the products and services that each segment offers.
Business activity for the operating segments are as follows:
Community Banking : The Community Banking segment is conducted through the Bank and involves delivering a broad range of financial products and services, including various loan and deposit products, to consumer, business, and not-for-profit customers. Parent company income and assets are included in the Community Banking segment, as the majority of parent company functions are related to this segment. Major revenue sources include net interest income, gains on sales of mortgage loans, and service charges on deposit accounts. Expenses include salaries and employee benefits, occupancy, data processing, FDIC premiums, marketing, equipment, and other expenses.
Wealth Management : The Wealth Management segment is conducted through the Bank and offers corporate trustee services, trust and estate administration, IRA administration and custody services. Revenues for this segment is generated from administration, service and custody fees, brokerage commissions, and management fees that are derived from Assets Under Management. Expenses include personnel, occupancy, data processing, marketing, equipment, and other expenses.
The accounting policies of each reportable segment are the same as those of our consolidated entity except that expenses for consolidated back-office operations and general overhead-type expenses such as executive administration, accounting, information technology and human resources are recorded in the Community Banking segment and reimbursed by the Wealth Management segment through a monthly management fee based on estimated uses of those services.
An internal team of the Corporation’s executive directors including the Chief Executive Officer, Chief Financial Officer, and Chief Wealth Officer serve as the Corporation’s CODM. The CODM reviews actual net income verses budgeted net income to assess segment performance on a monthly basis and to make decisions about allocating capital and personnel to the segments.
Financial results by operating segment, including significant expense categories provided to the CODM are detailed below. Certain prior period amounts have been reclassified to conform to the current presentation. The Trust and Investment Services segment excludes off-balance-sheet assets under management with a total fair value of $ 1.8 billion and $ 1.7 billion at December 31, 2025 and 2024, respectively.
121
Table of Contents
Information for the operating segments for the years ended December 31, 2025 and 2024 are presented in the following tables:
December 31, 2025
Community
Wealth
(in thousands)
Banking
Management
Total
Interest income
$
100,848
$
—
$
100,848
Interest expense
32,735
—
32,735
Net interest income
68,113
—
68,113
Credit loss expense
2,743
—
2,743
Net interest income after credit loss expense
65,370
—
65,370
Other operating income:
Net gains on investments, available for sale
97
—
97
Net gains on sales of residential mortgages
533
—
533
Net losses on disposal of fixed assets
( 228 )
—
( 228 )
Service charges on deposit accounts
2,255
—
2,255
Other service charges
845
—
845
Trust department income
—
9,824
9,824
Debit card income
4,057
—
4,057
Brokerage commissions
—
1,445
1,445
Other segment income (1)
1,740
—
1,740
Total other operating income
9,299
11,269
20,568
Other operating expenses:
Salaries and employee benefits
24,761
4,586
29,347
Equipment and occupancy
4,982
95
5,077
Data processing
5,890
353
6,243
FDIC premiums
1,051
—
1,051
Other segment expenses (2)
11,217
470
11,687
Total operating expenses
47,901
5,504
53,405
Income before income taxes and intercompany fees
26,768
5,765
32,533
Intercompany management fee income (expense)
12
( 12 )
—
Income before income taxes
26,780
5,753
32,533
Income tax expense
6,808
1,210
8,018
Net income
$
19,972
$
4,543
$
24,515
Significant noncash items
Credit loss expense
$
2,743
$
—
$
2,743
Depreciation
2,527
16
2,543
Amortization of intangible assets
119
210
329
Intangible assets
$
11,235
$
209
$
11,444
Total assets
$
2,086,898
$
555
$
2,087,453
(1) Other segment income includes net gains/(losses) on disposals of fixed assets, bank owned life insurance income, and miscellaneous income.
(2) Other segment expenses include professional services, contract labor, line rentals, investor relations, contributions, net OREO expense/(income), and miscellaneous expenses.
122
Table of Contents
December 31, 2024
Community
Wealth
(in thousands)
Banking
Management
Total
Interest income
$
91,993
$
—
$
91,993
Interest expense
32,015
—
32,015
Net interest income
59,978
—
59,978
Credit loss expense
2,933
—
2,933
Net interest income after credit loss expense
57,045
—
57,045
Other operating income:
Net gains on sales of residential mortgages
414
—
414
Service charges on deposit accounts
2,220
—
2,220
Other service charges
887
—
887
Trust department income
—
9,094
9,094
Debit card income
4,065
—
4,065
Brokerage commissions
—
1,449
1,449
Other segment income (1)
1,696
—
1,696
Total other operating income
9,282
10,543
19,825
Other operating expenses:
Salaries and employee benefits
23,767
4,262
28,029
Equipment and occupancy
5,445
108
5,553
Data processing
5,418
343
5,761
FDIC premiums
1,070
—
1,070
Other segment expenses (2)
8,766
461
9,227
Total operating expenses
44,466
5,174
49,640
Income before income taxes and intercompany fees
21,861
5,369
27,230
Intercompany management fee income (expense)
12
( 12 )
—
Income before income taxes
21,873
5,357
27,230
Income tax expense
5,533
1,128
6,661
Net income
$
16,340
$
4,229
$
20,569
Significant noncash items
Credit loss expense
$
2,933
$
—
$
2,933
Depreciation
3,285
16
3,301
Amortization of intangible assets
120
210
330
Intangible assets
$
11,354
$
419
$
11,773
Total assets
$
1,972,513
$
509
$
1,973,022
(1) Other segment income includes net gains/(losses) on disposals of fixed assets, bank owned life insurance income, and miscellaneous income.
(2) Other segment expenses include professional services, contract labor, line rentals, investor relations, contributions, net OREO expense/(income), and miscellaneous expenses.
123
Table of Contents
21. Parent Company Only Financial Information
Condensed Statements of Financial Condition
December 31,
(in thousands)
2025
2024
Assets
Cash
$
6,898
$
5,208
Investment securities- available for sale (at fair value)
14,654
13,463
Investment in bank subsidiary
207,810
185,974
Investment in non-bank subsidiaries
929
929
Other assets
11,619
11,323
Total Assets
$
241,910
$
216,897
Liabilities and Shareholders' Equity
Accrued interest and other liabilities
$
5,657
$
5,249
Dividends payable
1,690
1,424
Junior subordinated debt
30,929
30,929
Shareholders' equity
203,634
179,295
Total Liabilities and Shareholders' Equity
$
241,910
$
216,897
Condensed Statements of Income
December 31,
(in thousands)
2025
2024
Income:
Dividend income from bank subsidiary
$
8,009
$
6,052
Interest income on investments
1,323
1,529
Other income
190
225
Total other income
1,513
1,754
Total Income
9,522
7,806
Expenses:
Interest expense
1,874
2,034
Other expenses
615
608
Total Expenses
2,489
2,642
Income before income taxes and equity in undistributed net income of subsidiaries
7,033
5,164
Applicable income tax benefit
148
204
Net income before equity in undistributed net income of subsidiaries
7,181
5,368
Equity in undistributed net income of subsidiaries:
Bank
17,334
15,201
Net Income
$
24,515
$
20,569
Condensed Statements of Comprehensive Income
December 31,
Components of Comprehensive Income (in thousands)
2025
2024
Net Income
$
24,515
$
20,569
Unrealized gains/(losses) on AFS securities, net of tax
416
( 110 )
Unrealized losses on cash flow hedges, net of tax
( 299 )
( 197 )
Other comprehensive income/(loss), net of tax
117
( 307 )
Comprehensive income
$
24,632
$
20,262
124
Table of Contents
Condensed Statements of Cash Flows
December 31,
(in thousands)
2025
2024
Operating Activities
Net Income
$
24,515
$
20,569
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries
( 17,334 )
( 15,201 )
Increase in other assets
( 1,077 )
( 1,675 )
Increase in accrued interest payable and other liabilities
408
253
Stock based compensation
760
475
Net cash provided by operating activities
7,272
4,421
Investing Activities
Proceeds from principal paydowns on AFS securities
70
163
Net cash provided by investing activities
70
163
Financing Activities
Proceeds from issuance of common stock
315
290
Repurchase of common stock
—
( 4,032 )
Cash dividends on common stock
( 5,967 )
( 5,373 )
Net cash used in financing activities
( 5,652 )
( 9,115 )
Increase/(decrease) in cash and cash equivalents
1,690
( 4,531 )
Cash and cash equivalents at beginning of year
5,208
9,739
Cash and cash equivalents at end of year
$
6,898
$
5,208
125
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.