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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): March 11, 2026
First United Corporation
(Exact name of registrant as specified in
its charter)
| Maryland |
|
0-14237 |
|
52-1380770 |
| (State or other jurisdiction of |
|
(Commission file number) |
|
(IRS Employer |
| incorporation or organization) |
|
|
|
Identification No.) |
19 South Second Street, Oakland, Maryland 21550
(Address of principal
executive offices) (Zip Code)
(301) 334-9471
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered |
| Common Stock |
FUNC |
Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
| (e) | Compensatory Arrangements. |
On March 11, 2026, First United
Corporation (the “Company”) and Jason B. Rush, the President and Chief Executive Officer of the Company and of its bank subsidiary,
First United Bank & Trust, entered into a Second Amended and Restated Agreement Under the First United Corporation Change in Control
Severance Plan (the “Agreement”). The Agreement was entered into pursuant to, and is subject to the terms and conditions of,
the First United Corporation Change in Control Severance Plan (the “Plan”), a copy of which was filed as Exhibit 10.7 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Agreement was amended to increase
the amount of the cash severance benefits to be paid in the event that Mr. Rush incurs a Severance (as defined in the Agreement) following
a Change in Control (as defined in the Plan), from 2.0 times his “Final Pay” (as defined in her Agreement) to 2.99 times his
Final Pay. A copy of the Agreement is filed as Exhibit 10.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits filed or furnished with this report
are listed in the following Exhibit Index:
| | Exhibit No. | Description |
| | | |
| 10.1 | Second Amended and Restated Agreement Under the First United Corporation Change in Control Severance Plan, dated as of March 11, 2026, by and between First United Corporation and Jason B. Rush (filed herewith) |
| | | |
| | 104 | Cover
page interactive data file (embedded within the iXBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST UNITED CORPORATION |
| |
|
|
| |
|
|
| Dated: March 11, 2026 |
By: |
/s/ Tonya K. Sturm |
| |
Name: |
Tonya K. Sturm |
| |
Title: |
Executive Vice President and CFO |
