FIRST UNITED CORP/MD/ 8-K

What Happened

• On March 6, 2026, First United Corporation’s Compensation Committee revised the performance‑vesting terms of restricted stock units (RSUs) granted under the Long‑Term Incentive Plan (LTIP). The revisions are in a new Appendix A (filed as Exhibit 10.1).
• The performance‑vesting RSUs cover a three‑year performance period ending December 31, 2028 and are part of awards sized as a percentage of each grantee’s base salary as of December 31, 2025. Awards include both time‑vesting and performance‑vesting RSUs.

Key Details

• Performance metrics: return on average equity (ROAE) and growth in tangible book value per share (TBVPSG), measured relative to a custom peer group.
• Peer group: 103 publicly traded banks with total assets between $1.0 billion and $4.2 billion as of December 31, 2025; the group is closed (acquired peers removed; failed peers recorded with a -99% result).
• Performance payout structure (percent of total award tied to each metric):
  • Threshold (25th percentile) = 25% payout
  • Target (50th percentile) = 50% payout
  • Maximum (75th percentile) = 75% payout
• The performance‑vesting RSUs follow the Corporation’s standard Restricted Stock Unit Award Agreement (Performance‑Vesting) form previously filed.

Why It Matters

• This change ties a meaningful portion of executive and key employee pay to relative profitability (ROAE) and tangible‑book growth versus a peer set, aligning pay with competitive performance rather than absolute targets.
• For investors, the revised metrics affect how executive incentives respond to bank industry performance and could influence future dilution if RSUs vest and convert into shares. The filing does not report immediate financial amounts or changes to reported results—rather, it documents the compensation plan terms and the associated exhibit filing.