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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-15 · 37 added, 50 removed, 132 unchanged (40% of the section changed)

7 unchanged sentences

over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an integrated audit report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to audit by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company (a non-accelerated filer) to provide only management’s report in this annual report.

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, 2024 was carried out under the supervision and with the participation of the Corporation’s management, including the PEO and the PFO.

22 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2024, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

2 unchanged sentences

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 Mr.

Rush, Senior Vice President and Chief Operating Officer, First United Corporation, c/o First United Bank & Trust, 19 S.

A copy of the Code of Ethics is available free of charge upon request to Jason B.

Rush, Senior Vice President and Chief Operating 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://s25.q4cdn.com/317318878/files/doc_downloads/2022/01/Senior-Financial-Officer-Code-of-Business-Conduct-and-Ethics.pdf.

The Corporation has adopted an Insider Trading Policy that applies to directors and executive officers of the Corporatiin and its Subsidiaries.

See Exhibit 19.1:

First United Corporation Insider Trading Policy .

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 2025 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A (the “2025 Proxy Statement”):

● Election of Directors (Proposal 1);

● Continuing Directors;

● Qualifications of Director Nominees and Current Directors;

● Qualifications of Director Nominees;

● Executive Officers;

● Delinquent Section 16(a) Reports;

● Corporate Governance and Related Matters (under Committees of the Board - Audit Committee).

● Corporate Governance and Related Matters (under the headings “Committees of the Board - Audit Committee” and “ Insider Trading Policy ”).

EXECUTIVE COMPENSATION

12 unchanged sentences

Equity compensation plans not approved by security holders

(1) As of December 31, 2023, no options, warrants, or rights have been granted under the Equity Plan.

Unexercised equity awards outstanding as of December 31, 2023 consist of time vesting and performance vesting restricted stock units (“RSUs”).

The amounts shown in column (a)

(2) Performance vesting RSUs and assume that such RSUs will vest based on the achievement of the maximum performance levels applicable thereto.

The amounts shown in column (a) would be 9,154 or 18,310 if only the RSUs’ threshold performance levels or target performance levels, respectively, were to be achieved.

(3) The amounts shown in column (c) take into account 13,312 shares subject to time vesting RSUs that have been granted but have not yet vested.

(1) As of December 31, 2024, only time-vesting and performance-vesting restricted stock units (“RSUs”) 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 14,023 time-vesting RSUs and 28,213 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 9,402 or 18,807, 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 2025 Proxy Statement entitled “Beneficial Ownership of Common Stock by Principal Shareholders and Management ”.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the sections of the 2024 Proxy Statement entitled “Certain Relationships and Related Transactions” and “Corporate Governance and Related Matters” (“Director Independence”).

The information required by this item is incorporated herein by reference to the following sections of the 2025 Proxy Statement:

● Certain Relationships and Related Transactions;

● “Corporate Governance and Related Matters” (under the heading “Director Independence”).

PRINCIPAL ACCOUNTANT FEES AND SERVICES

3 unchanged sentences

Reports of Independent Registered Public Accounting Firms

Consolidated Statement of Financial Condition as of December 31, 2023 and 2022

Consolidated Statement of Income for the years ended December 31, 2023 and 2022

Consolidated Statement of Comprehensive Income for the years ended December 31, 2023 and 2022

Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022

Consolidated Statements of Financial Condition as of December 31, 2024 and 2023

Consolidated Statements of Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements for the years ended December 31, 2024 and 2023

1 unchanged sentence

The exhibits filed or furnished with this annual report are listed in the following Exhibit Index.

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to First United Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 1998)

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 )

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)

First United Corporation Bylaws as Amended and Restated on November 17, 2021 (incorporated by reference to Exhibit 3.1 to First United Corporation’s Current Report on Form 8-K filed on November 19, 2021.)

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)

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)

2 unchanged sentences

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)

Form of Endorsement Split Dollar Agreement between the Bank and each of William B.

Grant, Robert W.

Kurtz, Jeannette R.

Fitzwater, Phillip D.

Frantz, Eugene D.

Helbig, Jr., Steven M.

Lantz, Robin M.

Murray, Carissa L.

Rodeheaver, and Frederick A.

Thayer, IV (incorporated by reference to Exhibit 10.3 to First United Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2003)

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)

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)

4 unchanged sentences

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)

Appendix A to the First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Current Report on Form 8-K filed on March 15, 2022)

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)

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)

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)

Appendix A to the First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Current Report on Form 8-K filed on March 15, 2022)*

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 15, 2022)*

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.

2 unchanged sentences

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)

First United Corporation Insider Trading Policy

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)

Subsidiaries (filed herewith)

3 unchanged sentences

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

Incentive Compensation Recovery Policy

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)

Inline XBRL Instance Document (filed herewith)

26 unchanged sentences

March 20, 2025

/s/ Sanu Chadha

/s/ Christy DiPietro

Sanu Chadha - Director

Christy DiPietro– Director

/s/ Christy M.

Chadha - Director

DiPietro– Director

March 20, 2025

/s/ Patricia Milon

/s/ Patricia A.

Hessler- Director

Patricia Milon– Director

Milon– Director

March 20, 2025

6 unchanged sentences

March 20, 2025

/s/ Marisa A.

Andrew Walls, III

Robert Rudy - Director

Shockley - Director

Andrew Walls, III- Director

March 20, 2025

Andrew Walls, III

Andrew Walls, III - Director

Sturm – Senior Vice President and

March 15, 2024

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer and Principal

Accounting Officer)

March 20, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures