Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports filed under the Exchange Act with the SEC, such as this annual report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including the principal executive officer (“PEO”) and the principal financial officer (“PFO”), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Pursuant to Item 308(b) of the SEC’s Regulation S-K, this annual report does not include an attestation report of the Corporation’s registered public accounting on the Corporation’s internal control over financial reporting because the Corporation is not an “accelerated filer” or a “large accelerated filer” as such terms are defined in Rule 12b-2 promulgated under the Exchange Act.
An evaluation of the effectiveness of these disclosure controls and procedures as of December 31, 2025 was carried out under the supervision and with the participation of the Corporation’s management, including the PEO and the PFO. Based on that evaluation, the Corporation’s management, including the PEO and the PFO, has concluded that the Corporation’s disclosure controls and procedures are, in fact, effective at the reasonable assurance level.
During the fourth quarter of 2025, there was no change in the Corporation’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has performed an evaluation and testing of the Corporation’s internal control over financial reporting as of December 31, 2025. Management’s report on the Corporation’s internal control over financial reporting is included on the following page.
126
Table of Contents
Management’s Report on Internal Control Over Financial Reporting
The Board of Directors and Shareholders
First United Corporation
First United Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system was designed to provide reasonable assurance to management and the Board of Directors as to the reliability of First United Corporation’s financial reporting and the preparation and presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States, as well as to safeguard assets from unauthorized use or disposition.
An internal control system, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements in the financial statements or the unauthorized use or disposition of First United Corporation’s assets. Also, projections of any evaluation of effectiveness of internal controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management assessed the effectiveness of First United Corporation’s internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework (2013 Framework). Based on this assessment and on the foregoing criteria, management has concluded that, as of December 31, 2025, First United Corporation’s internal control over financial reporting is effective.
Dated:
March 10, 2026
/s/ Jason B. Rush
/s/ Tonya K. Sturm
Jason B. Rush
Tonya K. Sturm
President and
Executive Vice President and
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
127
Table of Contents
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, n o n e of First United Corporation’s directors or officers informed First United Corporation of their adoption, modification , or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408 of the SEC’s Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not Applicable
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Corporation has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to its principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A copy of the Code of Ethics is available free of charge upon request to Jason B. Rush, President and Chief Executive Officer, First United Bank & Trust, 19 S. Second Street, Oakland, MD 21550. This Code of Ethics is also available on the Investor Relations page of the Corporation’s website at https://s205.q4cdn.com/164474296/files/doc_downloads/govdoc/code-of-business-conduct-and-ethics.pdf.
All other information required by this item is incorporated herein by reference to the following sections of the Corporation’s definitive Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A (the “2026 Proxy Statement”):
● Election of Directors (Proposal 1);
● Qualifications of Director Nominees;
● Executive Officers;
● Delinquent Section 16(a) Reports; and
● Corporate Governance and Related Matters (under the headings “Committees of the Board - Audit Committee” and “ Insider Trading Policy ”).
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the sections of the 2026 Proxy Statement entitled “Director Compensation” and “Executive Compensation” (excluding the information under the subheading “Pay Versus Performance”).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
At the 2018 Annual Meeting of Shareholders, the Corporation’s shareholders approved the First United Corporation 2018 Equity Compensation Plan (the “Equity Plan”), which authorizes the grant of stock options, stock appreciation rights, stock awards, dividend equivalents, and other stock-based awards. Subject to the anti-dilution provisions of the Equity Plan, the maximum number of shares for which awards may be granted to any one participant in
128
Table of Contents
any calendar year is 20,000 shares, without regard to whether an award is paid in cash or shares. The following table contains information as of December 31, 2025 regarding securities that are authorized for issuance under the Equity Plan:
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
Weighted-average exercise price of outstanding options, warrants, and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans approved by security holders
33,784
(1)
N/A
121,158
(2)
Equity compensation plans not approved by security holders
—
N/A
N/A
Total
33,784
N/A
121,158
(1) As of December 31, 2025, there were time-vesting and performance-vesting restricted stock units (“RSUs”) that had been granted under the Equity Plan. An RSU is a right to receive one share of Common Stock (or the cash value thereof) if certain vesting conditions are satisfied. The amount shown in this column (a) relates to 11,882 time-vesting RSUs and 21,902 performance-vesting RSUs. The amount included for performance-vesting RSUs assumes that those RSUs will vest based on the achievement of the maximum performance levels applicable thereto. That amount would be 7,298 or 14,599, respectively, if only the RSUs’ threshold performance levels or target performance levels were to be achieved.
(2) The amount shown in this column (c) relates to remaining balance available. The amount assumes that the performance-vesting RSUs will vest based on the achievement of the maximum performance levels applicable thereto. That amount would be 128,461 or 135,762, respectively, if only the RSUs’ threshold performance levels or target performance levels were to be achieved.
All other information required by this item is incorporated herein by reference to the section of the 2026 Proxy Statement entitled “Beneficial Ownership of Common Stock by Principal Shareholders and Management ”.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the following sections of the 2026 Proxy Statement:
● Certain Relationships and Related Transactions; and
● “Corporate Governance and Related Matters” (under the heading “Director Independence”).
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the section of the 2026 Proxy Statement entitled “Audit Fees and Services ”.
129
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1), (2) and (c) Financial Statements.
Report of Independent Registered Public Accounting Firms
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024
Consolidated Statements of Income for the years ended December 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024
(a)(3) and (b) Exhibits.
The exhibits filed or furnished with this annual report are listed in the following Exhibit Index.
130
Table of Contents
Exhibit
Description
3.1(i)
Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.1(i) to First United Corporation’s Registration Statement on Form S-3D (File No. 333-180514) filed on April 4, 2023 )
3.1(ii)
Articles of Amendment to Articles of Amendment and Restatement of First United Corporation (incorporated by reference to Exhibit 3.1 to First United Corporation’s Current Report on Form 8-K filed on June 3, 2021)
3.2(i)
Bylaws, as restated on September 25, 2024 (incorporated by reference to Exhibit 3.2 to First United Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)
3.2(ii)
First Amendment to Bylaws, as restated on September 25, 2024 (incorporated by reference to Exhibit 3.1 to First United Corporation’s Current Report on Form 8-K filed on November 14, 2025)
4.1
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)
4.2
Certificate of Notice, including the Certificate of Designations incorporated therein, relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated by reference Exhibit 4.1 to First United Corporation’s Form 8-K filed on February 2, 2009)
4.3
Sample Stock Certificate for Series A Preferred Stock for the Series A Preferred Stock (incorporated by reference Exhibit 4.3 to First United Corporation’s Form 8-K filed on February 2, 2009)
10.1
First United Bank & Trust Amended and Restated Defined Benefit Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on February 1, 2019)
10.2
Form of Amended and Restated Participation Agreement under the Defined Benefit Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on February 1, 2019)
10.3
Form of First Amendment to the Participation Agreement under the First United Bank & Trust Defined Benefit Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 28, 2025)
10.4
Form of Endorsement Split Dollar Agreement between First United Bank & Trust and certain executive officers (incorporated by reference to Exhibit 10.3 to First United Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
10.5
Amended and Restated First United Corporation Executive and Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on November 24, 2008)
10.6
Form of Amended and Restated First United Corporation Defined Contribution SERP Agreement (incorporated by reference to Exhibit 10.5 to First United Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.7
Amended and Restated First United Corporation Change in Control Severance Plan (incorporated by reference to Exhibit 10.5 to First United Corporation’s Current Report on Form 8-K filed on June 23, 2008)
10.8
Amended and Restated Agreement Under the First United Corporation Change in Control Severance Plan, dated as of January 8, 2021 (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on January 8, 2021)
10.9
First United Corporation 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on May 21, 2019)
10.10
First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 16, 2020)
10.11
Appendix A to the First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on May 23, 2024)
10.12
Summary of ROAE Nonequity Incentive Compensation Award Opportunities (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on June 7, 2024)
10.13
First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on March 16, 2020)
10.14
Revised Appendix A to the First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 3, 2025)*
131
Table of Contents
10.15
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 27, 2020, Film No. 20747391)
10.16
Form of Restricted Stock Unit Award Agreement (Time-Vesting) (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on March 27, 2020, Film No. 20747391)
10.17
Stock Purchase Agreement, dated as of April 16, 2021, by and between First United Corporation and Driver Opportunity Partners I LP (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on April 19, 2021)
10.18
Cooperation and Settlement Agreement, dated as of April 16, 2021, by and between First United Corporation, Driver Opportunity Partners I LP and other parties named therein (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on April 19, 2021)
19.1
First United Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 to First United Corporation’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2023)
21
Subsidiaries (filed herewith)
23.1
Consent of Crowe LLP, Independent Registered Public Accounting Firm (filed herewith)
31.1
Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
31.2
Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32.1
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)
97
Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97 to First United Corporation’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2023)
101.INS
Inline XBRL Instance Document (filed herewith)
101.SCH
Inline XBRL Taxonomy Extension Schema (filed herewith)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104
The cover page of First United Corporation’s Annual Report on Form 10K for the year ended December 31, 2025, formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).
*
Portions of Exhibit 10.14, identified in brackets, were excluded because they were immaterial and would have likely caused competitive harm to the Corporation if publicly disclosed. Such information will be disclosed in “Executive Compensation” section of the 2026 Proxy Statement.
ITEM 16. FORM 10-K SUMMARY
None
132
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST UNITED CORPORATION
Date:
March 10, 2026
By:
/s/ Jason B. Rush
Jason B. Rush
President and
Chief Executive Officer
(Principal Executive Officer)
Date:
March 10, 2026
By:
/s/ Tonya K. Sturm
Tonya K. Sturm,
Executive Vice President and
Chief Financial Officer,
(Principal Financial Officer
and Principal Accounting Officer)
133
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
/s/ John F. Barr
/s/ Brian R. Boal
John F. Barr – Director
Brian R. Boal – Director
March 10, 2026
March 10, 2026
/s/ Sanu B. Chadha
/s/ Christy M. DiPietro
Sanu B. Chadha – Director
Christy M. DiPietro – Director
March 10, 2026
March 10, 2026
/s/ Kevin R. Hessler
/s/ Patricia A. Milon
Kevin R. Hessler – Director
Patricia A. Milon – Director
March 10, 2026
March 10, 2026
/s/ Beth E. Moran
/s/ Carissa L. Rodeheaver
Beth E. Moran – Director
Carissa L. Rodeheaver – Executive Chairman of the
March 10, 2026
Board
/s/ I. Robert Rudy
March 10, 2026
/s/ H. Andrew Walls, III
I. Robert Rudy – Director
H. Andrew Walls, III – Director
March 10, 2026
March 10, 2026
/s/ Jason B. Rush
/s/ Tonya K. Sturm
Jason B. Rush – President and Chief Executive Officer
Tonya K. Sturm – Executive Vice President and
(Principal Executive Officer)
Chief Financial Officer (Principal Financial Officer
March 10, 2026
and Principal Accounting Officer)
March 10, 2026
134