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Unity Bancorp (UNTY) shifts deferred compensation plan to variable interest

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Unity Bancorp, Inc. reported a change to the deferred compensation plan of its subsidiary, Unity Bank. Effective December 18, 2025, when an eligible participant chooses to receive deferred compensation benefits in ten equal annual installments instead of a lump sum, the interest credited on the account will be based on a variable annual rate. This rate will equal the Prime Rate for the previous anniversary date plus 1.0%, with a minimum of 4.0% and a maximum of 10.0%.

Before this change, the interest rate was fixed as of the participant’s termination of service. Each installment will continue to consist of one-tenth of the deferral account balance determined at termination, plus accrued and unpaid interest. All other terms of the deferred compensation plan remain in effect.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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

December 18, 2025

Date of Report (Date of earliest event reported)

Graphic

UNITY BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

1-12431

22-3282551

(Commission File Number)

(IRS Employer Identification No.)

64 Old Highway 22

Clinton, NJ 08809

(Address of Principal Executive Office)

(908) 730-7630

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 14a12 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 Symbol(s)

Name of each exchange on which registered

Common stock

UNTY

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 18, 2025, the Registrant and Unity Bank, the Registrant’s wholly owned subsidiary and a New Jersey State chartered commercial bank (the “Bank”), amended the Bank’s Deferred Compensation Plan (the “Plan”). The amendment modifies the interest payable to both Plan participants and, if applicable, his or her beneficiary, when an eligible participant elects to receive benefits in equal annual installments over ten years (in lieu of a lump sum). Under the amendment, immediately prior to each annual installment payment, interest will be credited at a variable annual rate, equal to the Prime Rate for the previous anniversary date plus 1.0%, subject to a minimum rate of 4.0% and a maximum rate of 10.0%. Prior to the amendment, the interest rate was fixed as of the participant’s termination of service. Each installment will consist of one-tenth of the deferral account balance determined as of the participant’s termination of service, plus accrued and unpaid interest. Except as amended, the original Plan remains in full force and effect..

Item 9.01             Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1

Amendment to the Registrant’s Deferred Compensation Plan

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.

October 13, 2023

UNITY BANCORP, INC.

(Registrant)

Date: December 18, 2025

By:

/s/ George Boyan

George Boyan

Executive Vice President and Chief Financial Officer

FAQ

What did Unity Bancorp (UNTY) change in its deferred compensation plan?

Unity Bancorp amended the Deferred Compensation Plan of Unity Bank so that, for participants electing ten annual installments, interest is now credited at a variable rate tied to Prime plus 1.0% instead of a fixed rate set at termination.

How is interest now calculated under Unity Bancorp’s deferred compensation plan?

Immediately before each annual installment, the plan credits interest at a variable annual rate equal to the Prime Rate for the previous anniversary date plus 1.0%, with a 4.0% minimum and 10.0% maximum.

Which participants are affected by the Unity Bancorp (UNTY) plan amendment?

The amendment affects eligible participants and, if applicable, their beneficiaries who elect to receive deferred compensation in ten equal annual installments rather than as a lump sum.

How are installment payments structured under Unity Bancorp’s deferred compensation plan?

Each annual installment consists of one-tenth of the deferral account balance determined as of the participant’s termination of service, plus accrued and unpaid interest credited under the new variable-rate formula.

Did Unity Bancorp change any other terms of the deferred compensation plan?

No. The company states that, except as amended to modify the interest-crediting method for installment payments, the original Deferred Compensation Plan remains in full force and effect.

Is the Unity Bancorp (UNTY) lump-sum payment option affected by this amendment?

The amendment specifically addresses benefit payments made in ten annual installments. The filing describes the change as applying when a participant elects installments in lieu of a lump sum.