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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 6, 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.
Long-Term Incentive Plan
On March 6, 2026, in connection with the annual
grant of restricted stock units (“RSUs”) that include time-vesting RSUs and performance-vesting RSUs pursuant to the Long-Term
Incentive Plan (the “LTIP”), which is a sub-plan of the First United Corporation 2018 Equity Compensation Plan, the Compensation
Committee of the Board of Directors (the “Compensation Committee”) of First United Corporation (the “Corporation”)
revised certain terms applicable to the performance-vesting RSUs. The revised terms are set forth in a new Appendix A to the LTIP, a copy
of which is filed herewith as Exhibit 10.1.
An RSU contemplates the issuance of shares of common
stock of the Corporation if and when the RSUs vest. The total values of awards are based on a specified percentage of the grantee’s
base salary as of December 31, 2025 and are composed of time-vesting RSUs and performance-vesting RSUs.
The performance-vesting RSUs contemplate a three-year
performance period ending on December 31, 2028. Under the revised terms, the performance goals are now return on average equity (“ROAE”)
and growth in tangible book value per share (“TBVPSG”) as measured against the ROAE and TBVPSG of a custom peer group consisting
of 103 publicly-traded banks with total assets of between $1.0 billion and $4.2 billion at December 31, 2025. The performance goals, which
may be individually achieved within the threshold, target and maximum performance levels, are now stated as percentiles of the peer group’s
performance. The peer group is closed, provided that any peer that is acquired will be removed from the group and any peer that fails
will be recorded with a -99% performance result for both goals.
The table below outlines the
threshold, target and maximum performance goals and related payout rates.
| Performance Level |
Performance Goal |
Payout Rate (of total Award) |
| Threshold - ROAE |
25th Percentile |
25% |
| Threshold - TBVPSG |
25th Percentile |
25% |
| Target - ROAE |
50th Percentile |
50% |
| Target – TBVPSG |
50th Percentile |
50% |
| Maximum – ROAE |
75th Percentile |
75% |
| Maximum – TBVPSG |
75th Percentile |
75% |
The performance-vesting RSUs are evidenced by Restricted
Stock Unit Award Agreements (Performance-Vesting) that contain customary terms and conditions for these types of equity awards, the forms
of which were filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the Securities and Exchange
Commission (the “SEC”) on March 27, 2020. A summary of the material terms of the LTIP can be
found in Item 5.02 of the Corporation’s Current Report on Form 8-K, filed with the SEC on March 16, 2020 (the “2020 Form 8-K”),
under the heading, “First United Corporation Long-Term Incentive Plan”, which summary is incorporated herein by reference.
A copy of the LTIP was filed as Exhibit 10.1 to the 2020 Form 8-K. A summary of the material terms of 2018 Equity Compensation Plan can
be found in the Corporation’s definitive proxy statement on Schedule 14A, filed with the SEC on March 20, 2018, under the heading,
“APPROVAL OF THE EQUITY PLAN (Proposal 2)”, which summary is incorporated herein by reference. A copy of the 2018 Equity Compensation
Plan was filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the SEC on May 21, 2018.
Short-Term Incentive Plan
As disclosed in the 2020 Form 8-K,
the Compensation Committee has also adopted a Short-Term Incentive Plan (the “STIP”), which is a cash incentive award program
intended to reward executives for the Corporation’s annual performance, with incentive goals selected each year by the Compensation
Committee. A summary of the material terms of the STIP can be found in Item 5.02 of the 2020 Form 8-K under the heading, “First
United Corporation Short-Term Incentive Plan”, which summary is incorporated herein by reference. A copy of the STIP was filed as
Exhibit 10.2 to the 2020 Form 8-K.
On March 6, 2026,
the Compensation Committee revised the incentive goals when it granted award opportunities under the STIP for 2026 to the Corporation’s
principal executive officer (Jason B. Rush), its principal financial officer (Tonya K. Sturm), and its other executive officers,
including Robert L. Fisher, II who is a named executive officer. For the 2026 award opportunities, the performance metrics are based on
return on average assets, efficiency ratio, average delinquencies as a percentage of total loans, and individual performance criteria
that are specific to each officer. Each officer’s specific metrics for his or her 2026 award opportunity are set forth in a revised
Appendix A to the STIP, a copy of which is filed as Exhibit 10.1 hereto, are not material, are considered confidential by the Corporation
until the financial results for 2026 have been determined, and will be disclosed as and when required by
Item 402 of the SEC’s Regulation S-K. The following table provides information about the cash awards that could be earned by these
officers for 2026 and paid in 2027 under the STIP:
GRANTS OF PLAN-BASED AWARDS
|
Name |
Year |
Estimated Possible Annual Payouts
Under the STIP ($) |
| |
|
Threshold |
Target |
Maximum
(Stretch) |
| Jason B. Rush |
2026 |
$71,250 |
$142,500 |
$213,750 |
| Tonya K. Sturm |
2026 |
$36,796 |
$73,593 |
$110,389 |
| Robert L. Fisher, II |
2026 |
$39,347 |
$78,693 |
$118,040 |
The Committee currently intends to also use the
revised incentive goals for award opportunities granted in future years. The Corporation will file an amended Appendix A as an exhibit
to a Current Report on Form 8-K if the goals materially change with respect to a future year.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits filed or furnished with this report
are listed in the following Exhibit Index:
| Exhibit No. |
Description |
| |
|
| 10.1 |
Revised Appendix A to the First United Corporation Long-Term Incentive Plan (filed herewith) |
| |
|
| 10.2 |
Revised Appendix A to the First United Corporation Short-Term Incentive Plan (filed herewith)* |
| |
|
| 104 |
Cover page interactive data file (embedded within the iXBRL document) |
| * | Portions of Exhibit 10.2, identified in brackets, are excluded
because they are both not material and would likely cause competitive harm to the Corporation if publicly disclosed. Such information
will be disclosed as, if and when required pursuant to Item 402 of Regulation S-K. |
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 12, 2026 |
By: |
/s/ Tonya K. Sturm |
| |
|
Name: |
Tonya K. Sturm |
| |
|
Title: |
Executive Vice President and CFO |
