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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): January 1, 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. |
As previously disclosed in the Current Report on
Form 8-K filed by First United Corporation (the “Corporation”) on November 24, 2025 (the “Prior 8-K”), Carissa
L. Rodeheaver transitioned, effective January 1, 2026, from the Chairman, President and Chief Executive Officer of the Corporation and
its bank subsidiary, First United Bank & Trust (the “Bank”), to the Executive Chairman of the Corporation and the Bank.
In her capacity as Executive Chairman, Ms. Rodeheaver will (i) continue to exercise the powers and have the duties of the Chairman of
the Board, (ii) oversee examinations conducted by the Corporation’s banking regulators, oversee all year-end reporting, including
the Corporation’s Annual Report on Form 10-K and the proxy statement for the 2026 annual meeting of shareholders, oversee the planning
of the 2026 annual meeting of shareholders, and oversee the Corporation’s investor relations efforts, (iii) provide such advice
and assistance to the President and Chief Executive Officer of the Corporation with respect to the succession of management and otherwise
as he may reasonably request, and (vi) exercise such other powers and perform such other duties as the Board may from time to time assign
to her.
| |
(c) |
Appointment of Officer |
As also previously disclosed in
the Prior 8-K, Jason B. Rush, age 54, was appointed to serve as the President and Chief Executive Officer of the Corporation and the Bank
effective January 1, 2026.
Between January 2017 and
December 31, 2025, Mr. Rush served as Senior Vice President and Chief Operating Officer of the Corporation and the Bank. Prior to
that service, he was Senior Vice President and Chief Risk Officer and Director of Operations and Support from 2006 to 2017. Mr. Rush
has been employed by the First United organization since October 1993, including as Vice President, Director of Operations &
Support since March 2006, Vice President and Regional Manager/Community Office Manager from January 2005 to February 2006, Vice
President and Community Office Manager/Manager of Cash Management from May 2004 to December 2004, Assistant Vice President and
Community Office Manager from April 2001 to April 2004, Community Office Manager from August 1998 to April 2001, Customer Service
Officer from March 1997 to July 1998, Assistant Compliance Officer from July 1995 to February 1997, and Management Trainee from
October 1993 to July 1995.
In connection with his promotion
to President and Chief Executive Officer, Mr. Rush’s annual base salary was set at $450,000. The other components of Mr. Rush’s
compensation are discussed in the section of the Corporation’s definitive proxy statement on Schedule 14A for the 2025 annual meeting
of shareholders filed with the Securities and Exchange Commission on March 27, 2025 (the “2025 Proxy Statement”) entitled
“Executive Compensation”, which discussion is incorporated herein by reference.
Since the beginning of the Corporation’s
fiscal year ended December 31, 2024, neither the Corporation nor any of its subsidiaries has engaged in any transaction with Mr. Rush
or any of his affiliates for which disclosure would be required pursuant to Item 404(a) of Regulation S-K, and no such transaction is
currently proposed for the remainder of the fiscal year ending December 31, 2026.
| Item 9.01. |
Financial Statements and Exhibits. |
The exhibits filed or furnished with this report
are listed in the following Exhibit Index:
| |
Exhibit |
|
Description |
| |
|
|
|
| |
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: January 16, 2026 |
By: |
/s/ Tonya K.
Sturm |
| |
|
Name: |
Tonya K. Sturm |
| |
|
Title: |
Senior Vice President and CFO |
