First United Corporation

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

DATED MARCH 13, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

First United Corporation

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

DATED MARCH 13, 2026

FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 31, 2026

Dear Shareholders of First United Corporation:

Notice is hereby given that the 2026 Annual Meeting of the Shareholders (the “2026 Annual Meeting”) of First United Corporation (the “Corporation”) will be held at 9:00 a.m., Eastern Time, on May 7, 2026, and at any adjournment or postponement thereof. The 2026 Annual Meeting will be held at First United Operations Center, 12892 Garrett Highway, Oakland, Maryland 21550.

The purposes of the 2026 Annual Meeting are to vote on several matters being proposed by the Corporation’s Board of Directors (the “Board”):

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1	To vote on the election of the 10 nominees named in the attached Proxy Statement and Proxy Card to serve on the Board, each until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies (Proposal 1);
2	To approve an amendment to the Corporation’s charter to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to be cast on the matter to a majority of all votes entitled to be cast on the matter (Proposal 2);
3	To approve, by a non-binding advisory vote, the compensation paid to the Corporation’s named executive officers for 2025 (the “Say-on-Pay Vote”) (Proposal 3);
4	To recommend, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes (every 1 year, every 2 years, or every 3 years) (Proposal 4); and
5	To ratify the appointment of Crowe, LLP as the Corporation’s independent registered public accounting firm for 2026 (Proposal 5).

In the event that any other business properly comes before the 2026 Annual Meeting or at any adjournment or postponement thereof, shareholders will also be asked to vote on such business.

The foregoing items of business are more fully described in the attached Proxy Statement. The Board recommends a vote on the enclosed Proxy Card “FOR” each of the director nominees named in the Proxy Statement (Proposal 1) and “FOR” each of Proposals 2, 3, 4, and 5.

The Board has fixed February 27, 2026 as the record date for purposes of determining shareholders who are entitled to notice of, and to vote at, the 2026 Annual Meeting pursuant to the Maryland General Corporation Law. The 2026 Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s bylaws.

Whether or not you expect to attend the 2026 Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet voting site, available at www.envisionreports.com/FUNC, (ii) calling (800) 652-8683, or (iii) signing, dating and returning the attached Proxy Card. You are urged to submit your proxy, even if your shares have been sold after the Record Date.

If your shares of common stock are held in a brokerage account or by a bank, trustee or other nominee (i.e., your shares are held in “street name”), you will receive a Voting Instruction Form from that nominee. You must provide voting instructions by completing the Voting Instruction Form and returning it to your broker, bank, trustee or other nominee for your shares to be voted. We recommend that you instruct your broker, bank, trustee or other nominee to vote your shares on the enclosed Voting Instruction Form. The proxy is revocable and will not affect your right to vote in person if you attend the 2026 Annual Meeting.

You will be able to attend the 2026 Annual Meeting regardless of how your shares of common stock are held, but only shareholders of record, beneficial owners who have obtained a “legal proxy” from their brokers, banks, trustees, or other nominees, and other persons who hold valid proxies will be able to vote in person at the 2026 Annual Meeting.

Anyone acting as proxy agent for a shareholder must present a proxy card that has been properly executed by the shareholder, authorizes the agent to so act, and is in form and substance satisfactory to the Inspector of Election and consistent with the Corporation’s bylaws.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2026 ANNUAL MEEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE 2026 ANNUAL MEEETING. ACCORDINGLY, AFTER READING THE PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE 2026 ANNUAL MEEETING, WE RECOMMEND THAT YOU VOTE USING THE PROXY CARD PRIOR TO THE 2026 ANNUAL MEEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE 2026 ANNUAL MEEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A LEGAL PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR OTHER NOMINEE, YOU MAY STILL ATTEND THE 2026 ANNUAL MEEETING AND VOTE YOUR SHARES AT THE 2026 ANNUAL MEEETING.

Thank you for your continued support, interest and investment in First United.

By order of the Board of Directors

TONYA K. STURM

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 Annual Meeting TO BE HELD ON MAY 7, 2026.

The Proxy Statement, the accompanying Proxy Card, and the Corporation’s Annual Report to Shareholders (including its Annual Report on Form 10-K for the year ended December 31, 2025) are available free of charge at www.envisionreports.com/FUNC. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement.

Please sign, date and promptly return the Proxy Card, or grant a proxy and give voting instructions by Internet or telephone, so that your shares may be represented at the 2026 Annual Meeting. Instructions are on your Proxy Card or on the Voting Instruction Form provided by your bank, broker, trust or other nominee.

Brokers might not be able to vote on any of the proposals without your instructions.

********************

The Board’s Proxy Statement provides a detailed description of the business to be conducted at the 2026 Annual Meeting. We urge you to read the Proxy Statement, including the appendices, carefully and in their entirety.

THIS PAGE INTENTIONALLY LEFT BLANK

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

DATED MARCH 13, 2026

FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

(800) 470-4356

PROXY STATEMENT

This Proxy Statement and the accompanying Proxy Card are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of First United Corporation, a Maryland corporation (the “Corporation”), of proxies to be voted at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) to be held at 9:00 a.m., Eastern Time, on May 7, 2026 at First United Operations Center, 12892 Garrett Highway, Oakland, Maryland 21550 and at any adjournment or postponement thereof. This Proxy Statement and Proxy Card, along with the 2025 Annual Report to Shareholders (including the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025), will be first sent or given to shareholders on or about March 31, 2026.

As used in this Proxy Statement, the terms “the Corporation”, “we”, “us”, and “our” refer to First United Corporation and, unless the context clearly requires otherwise, its consolidated subsidiaries.

QUESTIONS AND ANSWERS ABOUT THE 2026 Annual Meeting

Why am I receiving this Proxy Statement?

The Board has fixed February 27, 2026 (the “Record Date”) as the record date for purposes of determining shareholders who are entitled to notice of, and to vote at, the 2026 Annual Meeting pursuant to the Maryland General Corporation Law (the “MGCL”). You are receiving this Proxy Statement because you owned shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the Record Date, and the Board is soliciting proxy votes with respect to the following matters that will be presented at the 2026 Annual Meeting, as well as such other business as may be properly brought before the meeting or at any adjournment or postponement thereof:

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1	To vote on the election of the 10 nominees named in the attached Proxy Statement and Proxy Card to serve on the Board, each until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies (Proposal 1);
2	To approve an amendment to the Corporation’s charter (the “Charter”) to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to be cast on the matter to a majority of all votes entitled to be cast on the matter (Proposal 2);
3	To approve, by a non-binding advisory vote, the compensation paid to the Corporation’s named executive officers for 2025 (the “Say-on-Pay Vote”) (Proposal 3);
4	To recommend, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes (every 1 year, every 2 years, or every 3 years) (Proposal 4); and
5	To ratify the appointment of Crowe, LLP (“Crowe”) as the Corporation’s independent registered public accounting firm for 2026 (Proposal 5).

As further described below, we request that you promptly vote your shares to express your support of or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND “FOR” EACH OF PROPOSALS 2, 3, 4, AND 5.

When and where will the 2026 Annual Meeting be held?

The 2026 Annual Meeting is scheduled to be held at 9:00 a.m., Eastern Time, on May 7, 2026 at First United Operations Center, 12892 Garrett Highway, Oakland, Maryland 21550. You will be able to attend the 2026 Annual Meeting regardless of how your shares of common stock are held, but only shareholders of record, beneficial owners who have obtained a “legal proxy” from their brokers, banks, trustees or other nominees, and other persons who hold valid proxies will be able to vote in person at the 2026 Annual Meeting.

Who is soliciting my vote?

The Board is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the 2026 Annual Meeting, whether or not you attend the 2026 Annual Meeting. By completing, signing, dating and returning the Proxy Card or Voting Instruction Form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the 2026 Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Corporation’s directors, director nominees, and certain executive officers and other employees of the Corporation.

What are the Board’s recommendations?

Our Board unanimously recommends that you vote with respect to the proposals as follows:


FOR	1	Election of the 10 nominees named in the attached Proxy Statement and Proxy Card to serve on the Board, each until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies (Proposal 1);
FOR	2	Approval of an amendment to the Charter to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to be cast on the matter to a majority of all votes entitled to be cast on the matter (Proposal 2);
FOR	3	Approval, by a non-binding advisory vote, the compensation paid to the Corporation’s named executive officers for 2025 (Proposal 3);
FOR	4	Recommendation, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes (every 1 year, every 2 years, or every 3 years) (Proposal 4); and
FOR	5	Ratification of the appointment of Crowe as the Corporation’s independent registered public accounting firm for 2026 (Proposal 5).

Who is entitled to vote at the 2026 Annual Meeting?

The Common Stock is the only class of capital securities of the Corporation that may be voted at the 2026 Annual Meeting. As of the close of business on the Record Date, 6,501,382 shares of Common Stock were issued and outstanding. A shareholder of record who held shares of Common Stock as of the Record Date may cast one vote for each share held on each matter that is submitted to shareholders. If you were not the record owner of your shares as of the Record Date but held them through a broker, bank, trustee or other nominee in “street name”, then you cannot vote in person at the 2026 Annual Meeting unless you obtain a legal proxy from your broker, bank, trustee, or other nominee and submit that legal proxy to the Inspector of Elections at the 2026 Annual Meeting.

What is the difference between a shareholder of “record” and a “beneficial owner’ or a “street name” holder?

If your shares are registered directly in your name, then you are considered the shareholder of record with respect to those shares. The Corporation sent the proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, then the broker, bank, trustee or other nominee is considered to be the shareholder of record with respect to those shares. In that case, you are considered to be the beneficial owner of those shares, your shares are said to be held in “street name,” and the proxy materials will be forwarded to you by that nominee. Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trustee or other nominee how to vote their shares. If you do not provide voting instructions to your broker, then your shares will not be voted at the 2026 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. If you own your shares in street name, please instruct your bank, broker, trustee or other nominee how to vote your shares using the Voting Instruction Form provided by your bank, broker, trustee or other nominee so that your vote can be counted. The Voting Instruction Form provided by your bank, broker, trustee or other nominee holding your shares may also include information about how to submit your voting instructions over the Internet or by telephone. The Proxy Card accompanying this Proxy Statement will provide information regarding Internet and telephone voting.

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What constitutes a quorum?

A quorum is required to hold and conduct business at the 2026 Annual Meeting. The presence, in person or by proxy, of holders of record of a majority of all issued and outstanding shares of Common Stock that are entitled to vote at the 2026 Annual Meeting will constitute a quorum. Shares are counted as present at the 2026 Annual Meeting if:

●

you are a shareholder of record and you attend the 2026 Annual Meeting;

●

you are a beneficial owner of shares, you have obtained a legal proxy from your broker, bank, trustee, or other nominee (see “How do I vote my shares?”), and you attend the 2026 Annual Meeting; or

●

your shares are represented by a properly authorized and submitted proxy (submitted over the Internet, by telephone or by mail).

If you are a record holder and you submit your proxy, then, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the 2026 Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” then your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trust or other nominee and such broker, bank, trust or other nominee submits a proxy covering your shares. In the absence of a quorum, the 2026 Annual Meeting may be adjourned, from time to time, by a majority vote of the shareholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend.

How do I vote my shares?

Shareholders may vote on matters that are properly presented at the 2026 Annual Meeting in four ways:

●

by completing the accompanying Proxy Card and returning it to the Corporation at the address noted on the Proxy Card;

●

by submitting your vote telephonically;

●

by submitting your vote electronically via the Internet; or

●

by attending and voting your shares at the 2026 Annual Meeting.

The Corporation is offering registered shareholders the opportunity to vote their shares by telephone or electronically through the Internet, in addition to following the traditional method of completing a paper Proxy Card and returning it by mail. Shareholders may vote by telephone or via the Internet by following the procedures described on the Proxy Card. To vote via telephone or the Internet, please have the Proxy Card in hand, and call the number or go to the website listed on the Proxy Card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

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Please note that if you hold your shares in a stock brokerage account or if your shares are held by a broker, bank, trust or other nominee (that is, in “street name”), then your broker, bank, trustee or other nominee will not vote your shares of Common Stock on any proposal unless you provide voting instructions to your broker, bank, trustee or other nominee or your broker, bank, trustee or other nominee has discretionary authority with respect to that proposal. You should instruct your broker, bank, trustee or other nominee to vote your shares by following the instructions provided by the broker, bank, trustee or other nominee when it sends this Proxy Statement to you. You may not vote shares held in street name by returning a Voting Instruction Form directly to the Corporation or by voting at the 2026 Annual Meeting unless you obtain a “legal proxy” from your bank, broker, trustee or nominee and submit it to the Inspector of Elections. The Corporation is not involved in the provision of legal proxies from brokers to beneficial shareholders.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the 2026 Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the 2026 Annual Meeting. The Internet and telephone voting facilities will close at the time the polls close on May 7, 2026. Shareholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by brokers, banks, trusts or other nominees.

How can I change my vote or revoke my proxy?

A shareholder of record who submits a proxy may revoke that proxy at any time before it is voted at the 2026 Annual Meeting or before the authority granted is otherwise exercised by (i) executing a later dated Proxy Card that we receive before 9:00 a.m., Eastern Time, on May 7, 2026; (ii) submitting a proxy at a later time by Internet or telephone with regard to the same shares; (iii) giving written notice of revocation that is dated later than the date of your proxy to the attention of the Secretary at First United Corporation, 19 South Second Street, Oakland, Maryland 21550-0009 or (iv) attending and voting at the 2026 Annual Meeting. Attendance by a shareholder at the 2026 Annual Meeting alone will not have the effect of revoking that shareholder’s validly executed proxy.

If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the 2026 Annual Meeting if you obtain a legal proxy from your broker, bank, trust or other nominee that holds your shares in street name, as described above.

How will my shares be voted?

Shares of Common Stock present at the meeting will be voted in accordance with the record owner’s voting instructions. If you submit a signed Proxy Card or submit your proxy by telephone or Internet but do not specify how you want your shares voted as to a particular proposal, then, with respect to that proposal, your shares will be voted “FOR” the election of the 10 director nominees named in Proposal 1, “FOR” Proposal 2, “FOR” Proposal 3, “FOR” Proposal 4, and “FOR” Proposal 5.

The persons named as proxies will have discretionary authority to vote your shares with respect to any other matter that properly comes before the 2026 Annual Meeting or any adjournment or postponement thereof.

What is a broker non-vote?

A “broker non-vote” occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the 2026 Annual Meeting unless it has discretionary authority with respect to that proposal. In that case, your shares will be considered to be broker non-votes and will not be voted on that proposal. Whether a broker has discretionary authority depends on your agreement with your broker and the rules of the various regional and national exchanges of which your nominee is a member (the “Broker Rules”). Accordingly, it is very important that you instruct your broker on how to vote shares that you hold in street name.

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What is the effect of abstentions and broker non-votes on voting?

Abstentions will be counted at the 2026 Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be treated as votes cast for the election of directors in Proposal 1 or the matters presented in Proposals 2, 3, 4, or 5.

A broker non-vote occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the 2026 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. Whether a broker has discretionary authority depends on your agreement with that broker and any Broker Rules to which that broker is subject. The Broker Rules generally prohibit a broker from exercising discretionary voting authority (i.e., they cannot vote) on non-routine matters without specific instructions from their customers. Proposals are determined to be routine or non-routine matters based on the Broker Rules. Shares held by such a broker who has not received instructions from the beneficial owner as to how such shares are to be voted will have no effect on the outcome of any of the Board’s proposal, but all such shares will be counted for establishing the presence of a quorum. We therefore encourage you to provide voting instructions on a Proxy Card or the Voting Instruction Form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

Could other matters be decided at the 2026 Annual Meeting?

We do not expect that any other items of business will be presented for consideration at the 2026 Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter in addition to the Proposals discussed herein that may properly come before the 2026 Annual Meeting (i.e., a matter of which we had notice on or before February 14, 2026).

Who will count the votes?

All votes will be tabulated as required by Maryland law, the state of our incorporation, by the independent inspector of election appointed for the 2026 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the 2026 Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the 2026 Annual Meeting. If our final voting results are not available within four business days after the 2026 Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

What vote is required with respect to the proposals?

Proposal 1—Election of Directors. Directors are elected by the affirmative vote of a majority of all shares of Common Stock voted at the 2026 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for or against Proposal 1, and, therefore, will have no effect on the results of the vote. Brokers and other nominees are generally prohibited from exercising discretionary authority to vote on the election of directors, and any shares held by such a nominee for which beneficial owners do not provide voting instructions will be considered “broker non-votes”. Proxies cannot be voted for more than the 10 director nominees named in Proposal 1, and shareholders cannot cumulate votes.

Proposal 2—Amendment to Corporation’s Charter. The approval of the amendment to the Charter to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to be cast on the matter to a majority of all votes entitled to be cast on the matter, as described in Proposal 2, requires the affirmative vote of holders of at least two-thirds of the outstanding shares of the Common Stock entitled to vote on Proposal 2 (each share conferring

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one vote). Because the vote required to approve Proposal 2 is based on the total number of shares outstanding rather than the votes cast at the 2026 Annual Meeting, abstentions and broker non-votes (if any) will be counted as votes against Proposal 2.

Proposal 3—Non-binding Resolution to Approve Compensation for Executive Officers. The approval of the Say-on-Pay Vote, as described in Proposal 3, requires the affirmative vote of a majority of all shares of Common Stock voted at the 2026 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for or against Proposal 3, and, therefore, will have no effect on the results of the vote. Although the vote on Proposal 3 is advisory and will not be binding on the Corporation or our Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years.

Proposal 4—Frequency of future Say-on-Pay Votes. The recommendation, by non-binding advisory vote, regarding the frequency of future Say-on-Pay Votes, as described in Proposal 4, will be determined based on the option (every one year, every two years or every three years) that receives the highest number of all votes cast on that proposal at the 2026 Annual Meeting. Broker non-votes and abstentions will have no impact on the outcome of the proposal.

Proposal 5—Ratification of Auditors. The ratification of the appointment of Crowe, as described in Proposal 5, requires the affirmative vote of a majority of all shares of Common Stock voted at the 2026 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for or against Proposal 5 and, therefore, will have no effect on the results of the vote.

Who will pay for the solicitation of proxies?

The Corporation will bear the cost of the Board’s solicitation of proxies, including the preparation, assembly and mailing of this Proxy Statement, the Proxy Card, the Notice of Annual Meeting of Shareholders and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Corporation will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services.

Do I have appraisal or dissenters’ rights?

Shareholders do not have appraisal, dissenter’s or other similar rights in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will not be entitled to receive payment for your shares if you dissent from any of such proposals.

Whom should I call if I have questions about the 2026 Annual Meeting?

If you have questions regarding the 2026 Annual Meeting, you may contact Tonya K. Sturm, Secretary, at 19 S. Second Street, Oakland, MD 21550, or call direct to 301-533-2390.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information as of February 27, 2026 relating to the beneficial ownership of the Common Stock by (i) each of the Corporation’s directors, director nominees and named executive officers (as defined below in the section entitled “EXECUTIVE COMPENSATION - Compensation of Named Executive Officers in 2025”), (ii) all directors, director nominees and executive officers of the Corporation as a group, and (iii) each person or group known by the Corporation to beneficially own more than five percent of the outstanding shares of Common Stock. Generally, a person “beneficially owns” shares as of a particular date if he or she has, or shares with others, the right to vote those shares or to invest (or dispose of) those shares, or if he or she has the right to acquire such voting or investment

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rights, within 60-days of that date (such as by exercising stock options or similar rights). The percentages shown were calculated based on 6,501,382 issued and outstanding shares of Common Stock, plus, for each named person, any shares that such person may acquire within 60 days of February 27, 2026 (i.e., the Record Date). Except as otherwise noted, the address of each person named below is the address of the Corporation.


		Common
		Stock
		Beneficially		Percent of
		Owned		Outstanding
		as of		Common
		02-27-2026		Stock
Directors, Nominees and Named Executive Officers:
John F. Barr		29,904	(1)	*
Brian R. Boal		20,839		*
Sanu B. Chadha		8,599		*
Christy M. DiPietro		15,289		*
Robert L. Fisher, II		14,822	(2)	*
Kevin R. Hessler		4,065		*
Patricia A. Milon		10,481		*
Beth E. Moran		210,650	(3)	3.2	%
Carissa L. Rodeheaver		46,061	(4)	*
I. Robert Rudy		42,000	(5)	*
Jason B. Rush		23,837	(6)	*
H. Andrew Walls, III		65,933	(7)	*

Directors, Nominees & Executive Officers as a group (16 persons)		524,569		8.1	%

Black Rock, Inc.		387,019	(8)	6.0	%
Vanguard Group, Inc.		343,288	(9)	5.3	%
Dimensional Fund Advisors LP		387,019	(10)	5.6	%

Notes:

Less than 1.0%.

(1)

Includes 29,404 shares in a revocable trust of which Mr. Barr is a trustee.

(2)

Includes 2,943 shares of phantom stock held in a deferred compensation plan account (“Phantom Stock”). Each share of Phantom Stock represents a deemed investment of deferred compensation funds in one share of Common Stock and gives the officer the right to receive one share of Common Stock or the cash value thereof following the officer’s separation from service with the Corporation. The officer may transfer the funds held in the plan account into an alternative deemed investment option at any time.

(3)

Includes 182,698 shares with respect to which Ms. Moran has investment and voting discretion pursuant to a power of attorney.

(4)

Includes 44,865 shares held jointly with spouse, 86 shares held by spouse for benefit of a minor child, and 936 shares held in a 401(k) plan account.

(5)

Includes 4,500 shares of Phantom Stock.

(6)

Includes 10,379 shares owned jointly with spouse.

(7)

Includes 14,854 shares owned by Morgantown Printing and Binding, Inc. of which Mr. Walls is owner.

(8)

Based on the Schedule 13F-HR filed with the SEC on February 12, 2026 by BlackRock, Inc. whose principal address is 50 Hudson Yards, New York, NY 10001.

(9)

Based on the Schedule 13F-HR filed with the SEC on January 29, 2026 by Vanguard Group, Inc. whose principal address 100 Vanguard Boulevard, Malvern, PA 19355.

(10)

Based on the Schedule 13F-HR filed with the SEC on February 12, 2026 by Dimensional Fund Advisors LP, whose principal address is 6300 Bee Cave Road, Building One, Austin, TX 78746.

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ELECTION OF DIRECTORS (Proposal 1)

The number of directors who shall serve on the Board is currently set at 10, and directors serve for one-year terms.

At the 2026 Annual Meeting, upon the recommendation of the Nominating and Governance Committee (the “Nominating Committee”), the Board will ask shareholders to vote on the election of the following 10 nominees to serve as directors until the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) and until their respective successors are duly elected and qualify: (i) John F. Barr; (ii) Brian R. Boal; (iii) Sanu B. Chadha; (iv) Christy M. DiPietro; (v) Kevin R. Hessler; (vi) Patricia A. Milon; (vii) Beth E. Moran; (viii) I. Robert Rudy; (ix) Jason B. Rush, and (x) H. Andrew Walls, III. Carissa L. Rodeheaver, a current director, is retiring from the Board and will not stand for reelection at the 2026 Annual Meeting. Mr. Rush has been nominated to fill the vacancy that will be created upon Ms. Rodeheaver’s retirement.

In the event a nominee declines or is unable to serve as a director, which is not anticipated, the proxies designated on the Proxy Card will vote in their discretion with respect to a substitute nominee named by the Board, or the Board will reduce the total size of the Board, in its discretion. You may not vote for a greater number of nominees than the ten nominees named in this Proxy Statement and on the Proxy Card.

Information about the principal occupations, business experience and qualifications of the director nominees is provided below under the heading “Qualifications of Director Nominees and Current Directors.”

Each of the nominees other than Mr. Rush is a current director of the Corporation, and Mr. Rush is the current President and Chief Executive Officer (the “CEO”) of the Corporation. Accordingly, each of the nominees has an interest in the outcome of the vote on Proposal 1.

The Board unanimously recommends that shareholders vote “FOR” each of the director nominees named above.

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QUALIFICATIONS OF DIRECTOR NOMINEES

The Nominating Committee believes that all director nominees possess a diverse balance of skills, business experience and expertise necessary to provide leadership to the Corporation. In addition, the Board’s nominees bring extensive knowledge of the communities served by the Corporation through their involvement with their communities, both as business partners and volunteers. The following discussion sets forth the specific experience, qualifications, other attributes and skills of each director nominee and continuing director that led the Nominating Committee to determine that such person should serve on the Board given the Corporation’s business and structure. Each of the director nominees has consented to (i) serve as a nominee, (ii) serve as a director if elected, and (iii) to being named as a nominee in this Proxy Statement. All current directors also serve on the board of directors of First United Bank & Trust (the “Bank”), the Corporation’s wholly-owned subsidiary.

Director Nominees for Election


John F. Barr Age 72 Director Since: May 2014 Independent Committees: Asset and Liability Management Committee, Risk and Compliance Committee and Strategic Planning Committee Skills and Qualifications: extensive local and state civic expertise, business management, commercial and industrial knowledge, risk management, and strong knowledge of Washington County and Maryland markets		Mr. Barr previously served as a member of the Corporation’s Advisory Council for five years prior to his election to the Board. Mr. Barr brings valuable business experience as the past President and current Chairman of the Board of Ellsworth Electric, Inc., which provides comprehensive electrical contractor and insulation services for residential, industrial and commercial customers throughout Maryland, Pennsylvania, Virginia, and West Virginia. Barr served as President between 1991 and 2020. He is very active in the Washington County, Maryland community. He is 4 term Washington County Commissioner. He also served on the Maryland Association of Counties (“MACo”) from 2010 to 2019, and as a member of its board of directors from 2014 to 2019, where he served as President in 2016. Mr. Barr took a four-year break from politics and returned in 2022 as the elected Washington County Board of Commissioners President serving his fourth term to the citizens of Washington County. In December 2024, Mr. Barr was sworn in by Governor Wes Moore for another term on the MACo Board of Directors.
Brian R. Boal Age 53 Director Since: May 2014 Independent Committees: Audit Committee, Nominating and Governance (Chairman), Asset and Liability Management Committee, Compensation Committee and Strategic Planning Committee Skills and Qualifications: financial, audit, and accounting expertise, M&A and public company expertise, business management, and extensive non-profit expertise		Mr. Boal previously served as a member of the Corporation’s Advisory Council for four years prior to his election to the Board. He has a vast amount of accounting and business experience through his education and his certification as a Certified Public Accountant. For the past 23 years, Mr. Boal has been the Principal of Boal and Associates, PC, Certified Public Accountants, an accounting firm. Prior to that, he served as a tax manager for PricewaterhouseCoopers. These positions have provided him with ownership, accounting, audit, public company, M&A and business advisory experience. Mr. Boal serves as a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. He is the founder and co-trustee of a local 501(c)(3) foundation. Mr. Boal also is Managing Member of DCGT Holdings LLC (The Greene Turtle). He also serves in leadership roles for many local organizations in his community of Garrett County.

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	Sanu B. Chadha Age 49 Director Since: January 2021 Independent Committees: Asset and Liability Management Committee, Risk and Compliance Committee, Strategic Planning Committee and Compensation Committee Skills and Qualifications: Information technology, strategic planning, executive leadership, risk management	Ms. Chadha is a certified Project Management Professional and Managing Partner of M&S Consulting, a management and solutions company founded in 2002, that provides consulting services to enterprise organizations across the United States and abroad regarding strategic process and technology solutions, project management, process improvement, data analytics, and cloud solutions.
	Christy M. DiPietro Age 64 Director Since: January 2021 Independent Committees: Audit Committee, Asset and Liability Management Committee, Nominating and Governance Committee and Strategic Planning Committee Skills and Qualifications: Strategic planning, banking, finance, investments, executive management, risk management, wealth management	Ms. DiPietro, a Chartered Financial Analyst, is a private investor and the family office manager of Hidden Cove Advisory, where she manages a diverse portfolio of assets with responsibilities including investment analysis and strategy, asset allocation, tax matters, insurance matters, estate planning, property management, and charitable giving. Prior to that, she served as a Vice President and Portfolio Manager – Fixed Income at T. Rowe Price Associates, Inc., where she managed $2.3 billion in high-quality taxable fixed income assets for numerous institutional clients.
	Kevin R. Hessler Age 69 Director Since: October 2023 Independent Committees: Audit Committee, Asset and Liability Management Committee, and Strategic Planning Committee Skills and Qualifications: financial, audit, and accounting expertise, executive management and leadership, risk management, strategic planning	Mr. Hessler is a certified public accountant and a principal of LSWG, P.A., an accounting firm with offices in Frederick, Maryland and Rockville, Maryland, where he has worked since 1982, including as its Managing Principal for a 12-year period. Kevin is active in the accounting industry where he specializes in small business and real estate consulting, business and individual tax planning and was past board member and president of the Mid-Maryland Chapter of the Maryland Association of Certified Public Accountants. He is active in the Frederick, MD community having served on several boards, including the Community Foundation of Frederick County, the Frederick Festival of the Arts, the Downtown Frederick Partnership, Counseling Services, Inc. and the Mental Health Association of Frederick County.

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Patricia A. Milon

Age 63

Director Since: July 2020

Independent

Committees: Nominating Committee, Compensation Committee, Strategic Planning Committee and Risk and Compliance Committee

Skills and Qualifications: banking, financial, executive management and leadership, risk management, strategic planning

Ms. Milon is an accomplished bank regulatory expert, with over 30 years of enterprise risk management and corporate governance experience. She operates her own consulting company, Milford Advisory Group, LLC. She has expertise in mitigation of compliance, legal and regulatory risk through her experience with publicly traded companies in the banking and financial sectors. She also has served in consulting roles for fintech and regtech companies, and has counseled public companies, privately held firms and non-profit organizations on achieving business objectives.

Beth E. Moran

Age 62

Director Since: January 2023

Independent

Committees: Strategic Planning, Asset and Liability Management Committee, Audit Committee and Risk and Compliance Committee

Skills and Qualifications: extensive legal knowledge of estate planning, real estate management, leadership experience, business management and operational experience, governance and board matters, risk management and strategic planning

Ms. Moran is a licensed attorney with over 25 years of legal experience. Her work as an attorney has included providing legal services in a variety of areas, including estate planning, and real estate leasing and management. Additionally, she works in her family’s businesses: Moran Coal Company, a coal company; Fore Sisters Golf, a golf course; and Meadowland, Inc., a property investment company; which have provided her with business advisory, ownership and management skills. She serves as a board member to the Lions Foundation Trust as well as Treasurer of her family’s charity foundation, the Donald and Virginia Moran Foundation.

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I. Robert Rudy

Age 73

Director Since: May 1992

Independent

Committees: Strategic Planning Committee, Compensation Committee (Chairman), and Risk and Compliance Committee

Skills and Qualifications: extensive knowledge of the retail industry, leadership experience, business management and operational experience, governance and board matters, risk management and strategic planning

Mr. Rudy received a Bachelor of Business Administration degree from Ohio University. His vast business experience has been gained through his ownership and operation of I. R. Rudy’s, Inc., a retail apparel and sporting goods store, since 1992. His director experience includes the Chairman of the Board of Sports Specialists, Ltd, a national retail buying group, and as trustee of The Ohio University Foundation. He holds the office of Vice Chairman of the Foundation and is a member of the Executive Committee. He chairs the Foundation’s Real Estate Committee and the Vice Chair of the Finance Committee. In January 2020, Mr. Rudy represented the Ohio University Foundation at the association of governing boards’ National Leadership Conference. Other boards associated with Ohio University include: Russ Holdings LLC, Russ North Valley Road LLC, Russ Research Center LLC all located in Dayton, Ohio and Housing for Ohio/Courtyard Apartments, Athens, Ohio. Mr. Rudy is President of the Board of The Ohio University Inn and Conference Center located in Athens, Ohio. He also has leadership experience gained from and involvement with various societies, boards and commissions, including the Ohio University College of Business Society of Alumni and Friends from 2003 to 2006, Ohio University College of Business Executive Advisory Board since 2006, Ohio University College of Business Global Competitive Program during 2008 through 2010 in Hungary and 2013 in Greece, Ohio University President’s CEO Roundtable, Maryland Fire Prevention Commission – Commissioner, Certified Level II Instructor for the Maryland Fire and Rescue Institute from 1978 to 1990, and Chairman of Oakland Planning and Zoning Commission 1989 – 2025. Mr. Rudy is also a retired Chief of the Oakland Volunteer Fire Department with 49 years of service.

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Jason B. Rush

Age 55

Committees: If elected as a director, the Board intends to appoint Mr. Rush to serve on the Asset and Liability Management Committee, the Strategic Planning Committee, and the Risk and Compliance Committee

Skills and Qualifications: banking, financial, auditing, executive management and leadership, risk management, and strategic planning.

Mr. Rush was appointed as the President and CEO of the Corporation and its wholly-owned bank subsidiary, First United Bank & Trust (the “Bank”), effective January 1, 2026. Prior to this appointment, he served as Senior Vice President and Chief Operating Officer of the Corporation and the Bank from January 2017 to December 2025; as Senior Vice President and Chief Risk Officer and Director of Operations and Support of the Bank from December 2009 to January 2017; as Vice President, Director of Operations & Support of the Bank between March 2006 and December 2009; as Vice President and Regional Manager/Community Office Manager of the Bank from January 2005 to February 2006; as Vice President and Community Office Manager/Manager of Cash Management of the Bank from May 2004 to December 2004; as Assistant Vice President and Community Office Manager of the Bank from April 2001 to May 2004; as Community Office Manager of the Bank from August 1998 to April 2001; as Customer Service Officer of the Bank from March 1997 to July 1998; as Assistant Compliance Officer of the Bank from July 1995 to February 1997; and as a Management Trainee of the Bank from October 1993 to July 1995. Mr. Rush is an avid supporter of the financial industry through his involvement as a Director for the Maryland Bankers Association, where he also serves as a member of its Government Relations Committee. He is passionate about involvement in his local community where he currently serves as Chair of the Garrett College Board of Trustees, President of the Garrett County Agriculture Fair Board, Treasurer of the Masonic Lodge 192 and Co-Chair of the Northern High School Field House Committee. Mr. Rush owns with his brother, Josh Rush, several businesses, including Rush Services Inc that provides HVACR, plumbing and electrical mechanical services, Rush Real Estate Holdings LLC which owns several residential and commercial rental properties and Rush Family Farms LLLP that owns several real estate investment properties.

H. Andrew Walls, III

Age 65

Director Since: May 2006

Independent

Committees: Asset and Liability Management Committee, Audit Committee, Strategic Planning Committee, and Risk and Compliance Committee

Skills and Qualifications: business management and operational expertise, M&A experience, marketing skills, vast knowledge of Monongalia County, West Virginia market

Mr. Walls has gained significant business experience by serving as the owner and operator of MPB Print and Sign Super Store, a large printing company, for the past 30 years. He is active in the Monongalia County, West Virginia community, one of the Corporation’s market areas. Mr. Walls has director experience through his service as a member of the boards of directors of the United Way, the Public Theatre, the Red Cross and the Salvation Army.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Our Shareholder Engagement Program

Board-driven engagement. The Board oversees and participates in the shareholder engagement process and regularly reviews and assesses shareholder input on a range of topics. Both the Chairman and the Independent Lead Director play a central role in the Board’s shareholder engagement efforts, with support and participation from management and other directors.

Year-round engagement and Board reporting. The CEO and CFO, together with other executive management members and directors, conduct regular, year-round outreach to shareholders in-person and by phone to obtain their input on key matters and to inform management and the Board about the issues that shareholders tell us matter most to them. Our shareholder and investor outreach also typically includes investor road shows, analyst meetings, and investor conferences. We also continue to improve our engagement and communications with our retail shareholders, including employee shareholders.

Transparent and informed governance enhancements. The Board routinely reviews and evolves the Corporation’s governance practices and policies, including our shareholder engagement practices. Shareholder input is regularly shared with the Board, its committees, and management, facilitating a dialogue that provides shareholders with transparency into our governance practices and considerations, and informs the Corporation’s enhancement of those practices. In addition to shareholder feedback, the Board considers trends in governance practices and regularly reviews the voting results of our meetings of shareholders, the governance practices of our peers, and current trends in governance.

Corporate Purpose at First United

The Bank is a purpose-driven bank. Our vision is to deliver an uncommon commitment to service and solutions that creates value for our customers, our employees, our communities, and our investors. We are committed to helping people and making a difference. We believe that integrating relevant sustainability considerations into our long-term business strategy is key to delivering on those commitments.

Our focus on sustainability starts at the top. Our Board is actively engaged on these matters and receives regular updates from our Executive Team. We also conduct routine Board education sessions, facilitated by an external advisor, focusing on governance and sustainability.

We are driven by doing what is best for our stakeholders, as they are inextricably linked to our strategy and our delivery of long-term value. In 2022, we conducted our first assessment to identify the specific sustainability issues that are most impactful to our Company and our stakeholders. Through this assessment, we identified four strategic focus areas that will impact our business over the long-term:

●

Talent, Culture, & Inclusion: Our passionate people and unrivaled culture as a driving force for success

●

Community & Customer Commitment: Our devotion to serving our customers and improving the lives of those in our local communities

●

Business Ethics & Governance: Our dedication to doing business with integrity

●

Environmental Stewardship: Our responsibility to act as thoughtful stewards of resources and the environment

We recognize that our shareholders and stakeholders see value in a long-term strategy that integrates relevant sustainability matters. Our board and management team remain focused on prudent oversight and active management of these risks and opportunities. Additionally, we welcome shareholder perspectives and feedback on these developments and maintain an active shareholder engagement program throughout the course of the year.

Committees of the Board

The Board has the following committees: an Audit Committee; an Asset and Liability Management Committee; a Strategic Planning Committee; a Compensation Committee; the Nominating Committee; and a Risk and Corporate Compliance Committee. These committees are discussed below.

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Audit Committee – The Audit Committee is a separately-designated standing committee established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is responsible for the hiring, setting of compensation and oversight of the Corporation’s independent registered public accounting firm. The Audit Committee also assists the Board in monitoring (i) the integrity of the financial statements, (ii) the performance of the Corporation’s internal audit function and (iii) the Corporation’s compliance with legal and regulatory requirements. In carrying out its duties, the Committee meets with the internal and independent auditors, with and without management present, to discuss the overall scope and plans for their respective audits, the results of their examinations, their evaluations of the Corporation’s internal controls, and the overall quality of the Corporation’s financial reporting. The Board has determined that all audit committee members are financially literate and that Messrs. Boal and Hessler and Ms. DiPietro each qualify as an “audit committee financial expert” as defined by the SEC in Item 407 of Regulation S-K. The Board has adopted a written charter for the Audit Committee, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Asset and Liability Management Committee – The Asset and Liability Management Committee reviews and recommends changes to the Corporation’s Asset and Liability, Investment, Liquidity, and Capital Plans.

Strategic Planning Committee – The Strategic Planning Committee focuses on long-term planning to ensure that management’s decisions take into account the future operating environment, the development of corporate statements of policy, and review of management’s internal and external information through its Enterprise Risk Management framework.

Compensation Committee – The Compensation Committee is responsible for developing a compensation policy for the executive officers and for recommending to the Board a compensation policy for the directors of the Corporation and its subsidiaries, overseeing the Corporation’s various compensation plans and managing changes for executive compensation and recommending changes for director compensation. The Committee determines executive compensation pursuant to the principles discussed below under the heading “EXECUTIVE COMPENSATION”. The Board reviews and, where appropriate, approves or ratifies Compensation Committee recommendations. The Compensation Committee may not delegate its authority to any other person or corporate body without the authorization of the Board. The Compensation Committee has adopted a written charter, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Nominating Committee – The Nominating Committee is responsible for developing qualification criteria for directors, reviewing director candidates recommended by shareholders (see “Director Recommendations and Nominations” below), actively seeking, interviewing and screening a broad range of individuals qualified to become directors, recommending to the Board those candidates who should be nominated to serve as directors and developing and recommending to the Board for adoption corporate governance guidelines, codes of ethics and similar policies. The Nominating Committee has a written charter, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Risk and Corporate Compliance Committee– The Risk and Compliance Committee is responsible for reviewing the Bank’s overall risk profile and the alignment of the Corporation’s risk with the Corporation’s strategic plan, goals and objectives. The Committee is also responsible for reviewing outstanding audit issues and compliance recommendations as identified by various internal or external parties, approving operational risk programs such as the Bank Protection Act Program, the Business Continuity Planning Program, Cybersecurity Program, the Information Security Program, Privacy Program, Identification Theft/Red Flag Program and Bank Secrecy Act Program. The Risk and Compliance Committee is responsible for the annual review of any significant vendor relationships, litigation or consumer complaints as well as the adequacy and effectiveness of the Compliance Program, and the Corporation’s insurance programs and policies in place. The Committee monitors classified credits and management’s plans for those credits.

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Current Board Committee Membership and Number of Meetings

Board Policies

The Board is committed to setting a tone of the highest ethical standards and performance for our management, officers, and the Corporation as a whole. The Board believes that strong corporate governance practices are a critical element of doing business. As such, the Board has adopted: (i) a Code of Ethics for directors; (ii) Corporate Governance Guidelines for directors; (iii) a Code of Ethics for senior financial officers, which applies to the Corporation’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; (iv) an Insider Trading Policy; (v) a Luxury Expenditure Policy; and (vi) an Incentive Compensation Recovery Policy. These codes and policies are reviewed on a regular basis to ensure that they reflect the best interests of the Corporation and its shareholders. These codes and policies may be found on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Director Independence

Pursuant to Rule 5605(b)(1) of the Nasdaq Listing Rules, a majority of the Corporation’s directors must be “independent directors” as that term is defined by Rule 5605(a)(2) of the Nasdaq Rules. The Board has determined that each of John F. Barr, Brian R. Boal, Sanu B. Chadha, Christy M. DiPietro, Kevin R. Hessler, Patricia A. Milon, Beth E. Moran, I. Robert Rudy, and H. Andrew Walls, III is an “independent director”, and these independent directors constitute a majority of the Board. Each of the members of the Audit Committee, Compensation Committee, and Nominating Committee is an “independent director”. Each member of the Audit Committee also satisfies the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq Listing Rules. In making these independence determinations, the Board considered the transactions described below in the section of this Proxy Statement entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”.

Board’s Role in Strategy

The Board’s most important functions are to oversee the development and execution of the Corporation’s long-term strategy and oversee the development and execution of the Corporation’s risk management profile. Management and the Board regularly discuss the Corporation’s strategy and progress toward achieving its strategic objectives and reviews the Corporation’s risk factors considering the current economy, regulatory and political environments. These discussions result in Board input that informs updates to the strategic plan, which are presented to the Board for approval on an annual basis. The Corporation’s strategic planning process also includes periodic reviews of strategic alternatives performed by an independent strategic planning consultant. The resulting assessment of the Corporation’s long-term strategy to create shareholder value is reviewed by the Board and used to inform ongoing strategy development.

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Board Leadership and Role in Risk Oversight

The bylaws, as restated and amended to date, of the Corporation (the “Bylaws”) provide that the Chairman of the Board may also be the CEO of the Corporation. Since the Corporation’s formation in 1984 and until Carissa L. Rodeheaver retired as President and CEO and Jason B. Rush was appointed to those positions on January 1, 2026, the Board has chosen to appoint the CEO to serve as its Chairman because it believes that a single leader serving as both Chairman of the Board and CEO is the most appropriate leadership structure for the Corporation. By having one person serve as both Chairman and CEO, the Board believes that the Corporation demonstrates to shareholders, customers, employees, vendors, regulators, and other stakeholders that we have strong leadership, with a single individual setting the tone and having primary responsibility for managing and leading the Corporation. Further, the Board believes that this structure reduces the potential for confusion or duplication of efforts and assures clarity of leadership. To facilitate the management transition from Ms. Rodeheaver to Mr. Rush and because Mr. Rush is not a director of the Corporation, the Board chose for Ms. Rodeheaver to remain its Chairman until she retires from the Board at the conclusion of the 2026 Annual Meeting.

The Board recognizes, however, the importance of independent oversight and support, particularly when the operations of and issues faced by a highly regulated, publicly traded corporation such as the Corporation can be complex. Accordingly, the Board appoints an Independent Lead Director, whose role is to assist the Chairman of the Board in ensuring strong and effective corporate governance. The Independent Lead Director is responsible for facilitating the resolution of issues relating to the performance of the Chairman of the Board and CEO and other members of management, or any other issue that a director, an officer or an employee believes should be addressed by someone other than the Chairman of the Board and CEO. In furtherance of that objective, the Board has adopted an Independent Lead Director Policy, which provides that the duties and rights of the Independent Lead Director shall include: (i) presiding at (a) all Board meetings at which the Chairman of the Board is not present, and (b) all executive sessions of independent directors; (ii) serving as a liaison between the Chairman of the Board and the independent directors; (iii) pre-approving Board meeting agendas; (iv) pre-approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; (v) the authority to convene meetings of the independent directors; and (vi) if reasonably requested by shareholders, making himself or herself reasonably available for consultation and direct communication with major shareholders. Annually, the independent directors appoint one director recommended by the Nominating Committee to serve as the Independent Lead Director. Mr. Boal currently serves as the Independent Lead Director.

The Board reviews our leadership structure from time to time considering the issues that we face and the qualities, experience, skills and education of the directors who comprise the Board. The Board has the power to revise this leadership structure should it deem such a revision necessary or appropriate.

In addition, the Board believes that it is important for the success of our leadership structure to have a strong, competent and independent Board. The Corporation has a well-developed and well-seasoned Board, comprised of the Chairman and CEO and nine additional “independent directors”, as defined by the Nasdaq Rules. The Board believes that this high percentage of independence assures an objective and shareholder-based view of the Corporation’s operations.

Of these independent directors, three members qualify as an “audit committee financial expert”, as defined by rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. Although the credentials of each director are noted elsewhere in this Proxy Statement, it is worth illustrating the credentials of these three directors that make them eligible for this distinction:

Brian R. Boal – Mr. Boal has a vast amount of accounting and business experience through his education, his certification as a Certified Public Accountant, and his ownership and operation for the past 27 years of Boal and Associates, PC, Certified Public Accountants. Mr. Boal serves as a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. Mr. Boal serves as the Independent Lead Director.

Christy DiPietro – Ms. DiPietro has a vast amount of knowledge through her education and her certification of a Chartered Financial Analyst as well as her management of a diverse portfolio of assets with responsibilities including investment analysis and strategy, asset allocation, tax matters, insurance matters, estate planning, property management, and charitable giving. Ms. DiPietro’s past employment

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as Vice President and Portfolio Manager at T. Rowe Price also provided a vast amount of experience with institutional clients. Ms. DiPietro serves as the Chairman of the Audit Committee

Kevin R. Hessler – Mr. Hessler is a certified public accountant and a principal of LSWG, P.A., an accounting firm with offices in Frederick, Maryland and Rockville, Maryland, where he has worked since 1982, including as its Managing Principal for a 12-year period. Kevin is active in the accounting industry where he specializes in small business and real estate consulting, business and individual tax planning and was past board member and president of the Mid-Maryland Chapter of the Maryland Association of Certified Public Accountants.

The strength of the Board, and a valuable counterbalance to management, is found in the risk management practices employed by the Board, directly and through its various specialized committees and the Independent Lead Director. The Board, as part of its oversight and governance functions, regularly reviews risks and appropriate modeling of Asset Liability Management, loan concentrations, liquidity, management succession and capital planning. The Risk and Compliance Committee is responsible for reviewing the Bank’s overall risk profile and the alignment of the Corporation’s risk profile with the Corporation’s strategic plan, goals and objectives. The Risk and Compliance Committee is also responsible for reviewing outstanding audit issues and compliance recommendations as identified by various internal or external parties, approving operational risk programs such as the Bank Protection Act Program, the Business Continuity Planning Program, Cybersecurity Program, the Information Security Program, Privacy Program, Identification Theft/Red Flag Program and Bank Secrecy Act Program. The Risk and Compliance Committee is responsible for the annual review of any significant vendor relationships, litigation or consumer complaints as well as the adequacy and effectiveness of the Compliance Program, and the Corporation’s insurance programs and policies in place. The Risk and Compliance Committee monitors classified credits and management’s plans for those credits. An internal risk management committee, which comprised of the Director of Risk Management and various associates of the Corporation, oversees the Enterprise Risk Management system and reports to the Risk and Compliance Committee.

To maintain a level of independence from management, the Board conducts regular executive sessions of independent directors. These sessions are led by Mr. Boal, who serves as the Independent Lead Director and Chairman of the Nominating Committee.

Attendance at Board Meetings

The Board held 15 meetings in 2025. Directors are expected to attend a combined minimum attendance of 75% of all Board and committee meetings for which they are a member. Each director who served as such during 2025 attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period served) and (ii) the total number of meetings held by all committees of the Board on which that person served (held during the period served). Directors are also expected to attend the annual strategic planning meeting.

Board, Committee and Director Evaluations

The Board, led by the Nominating Committee, conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. Under each committee’s charter, the committee evaluates and assesses its performance, skills and resources required to meet its obligations under its charter at least annually. Results of the evaluations are then presented to the Board and its committees and used to determine actions designed to enhance the operations of the Board and its committees going forward.

Director Retirement and Board Refreshment

The Bylaws provide that no person may be elected to the Board at any meeting of shareholders if he or she is or will be 75 years of age or older during the calendar year in which such meeting occurs. In 2018, the Nominating Committee began discussions about a formal director refreshment plan considering upcoming director retirements. This plan was formalized in 2019 and identifies desired skillsets and industry expertise of future nominees, while also encouraging the Committee to focus on diversity of backgrounds and perspectives.

We believe that Board refreshment is an integral part of effective governance. While we value the insight of our longer tenured directors and their understanding of the Corporation’s business and the banking industry, we do understand

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the ongoing need to consider new director candidates who can provide new viewpoints. As a result, we believe that it is important to a board’s oversight role to have an appropriate balance between experienced directors and less tenured directors. Since 2014, we have added seven new directors. In 2019, we reduced the size of our Board with the retirement of a long-standing director. Two additional directors retired in 2020, one director retired in 2023, and one director retired in 2024. We have an ongoing search process to identify a number of independent board candidates that will enhance our Board’s diversity and provide expertise in key areas such as banking/financial, regulatory, compliance, technology and innovation.

We believe our ongoing Board evolution will result in the strategic refreshment of our independent directors, maintain our commitment to diverse viewpoints and ensure the skillset of our board continues to align with our long-term strategy.

Director Onboarding and Education

Overview. Director onboarding and ongoing education programs are important components of fostering Board effectiveness. The Corporate Governance Guidelines provide that directors receive continuing education in areas that will assist them in their duties. The Director Onboarding and Ongoing Education Program engages directors through a mixture of in-house training and outside programs.

Onboarding. The Corporation’s comprehensive program begins with director onboarding activities and includes a thorough orientation process that acclimates new directors to the Corporation, the Board and management. Director onboarding involves a combination of written materials, oral presentations, and meetings with members of the Board and management. Topics covered include: strategic planning, regulatory, financial statements, capital planning, legal and corporate governance matters as well as a Board committee orientation.

Committee Rotation. Directors are rotated through committee assignments every two to three years based on their skillsets to ensure they develop a comprehensive overview of each committee and its role in corporate governance.

Ongoing Education. In an effort to hone their skills, and to assure their continued independence, members of the Board undertake regular training. A number of methods are employed to provide in-depth training. On frequent occasions, internal training is provided to familiarize the Board with regulatory requirements imposed on financial institutions by applicable laws such as the Bank Secrecy Act and the Community Reinvestment Act, and they receive regular training on aspects of information technology and cyber security. Periodically, directors attend seminars and economic updates related to banking issues, which offer them the additional benefit of meeting with directors of other financial institutions. All directors have direct access to a banking webinar subscription and the American Bankers Association, which enables them to keep abreast of issues pertinent to the banking industry and to research banking materials. The FDIC also has available a specific board education program which is periodically used for director training.

The Board also receives in-house training sessions conducted by third party consultants. During 2025, these topics included cyber risk and security, economic updates, community banking trends and Environmental, Social and Governance matters.

Insider Trading Policy

The Corporation has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of shares of Common Stock by directors, officers and employees of the Corporation and its subsidiaries that it believes are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Corporation. A copy of the Corporation’s Insider Trading Policy was filed as Exhibit 19 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. The Corporation has not adopted an insider trading policy governing the Corporation’s purchase, sale, and/or other dispositions of shares of Common Stock. Section 2-310(a) of the Maryland General Corporation Law requires the Board to approve any acquisition by the Corporation of shares of Common Stock, and it has been the Corporation’s policy to consult with its legal counsel prior to the Board’s approval of any plan or other arrangement to acquire any shares to ensure compliance with applicable laws.

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Director Recommendations and Nominations

Director candidates may come to the attention of the Nominating Committee from current directors, executive officers, shareholders, or other persons. During 2020, the Nominating Committee adopted a policy under which it considers the backgrounds of candidates for directorship when making nomination recommendations and that the pool includes diverse candidates. The Nominating Committee periodically reviews its list of candidates available to fill Board vacancies and researches the talent, skills, expertise and general background of these candidates. In evaluating candidates for nomination, the Nominating Committee uses a variety of methods and regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, the need for particular expertise on the Board, and whether the Corporation’s market areas are adequately represented by Board members. In nominating director candidates, the Nominating Committee generally seeks to choose individuals that have skills, education, experience and other attributes that will complement and/or broaden the strengths of the existing directors.

The Nominating Committee will from time-to-time review and consider candidates recommended by shareholders. A shareholder may recommend a director candidate by written notice to the Chairman of the Board or the President, which notice must include: (i) the recommending shareholder’s contact information, including his or her name and address; (ii) the class and number of shares of the Corporation’s capital stock beneficially owned by the recommending shareholder; (iii) the name, address and credentials of the candidate for consideration, including the principal occupation of each proposed nominee; (iv) the number of shares of the Corporation’s capital stock beneficially owned by the candidate; (v) the candidate’s written consent to be considered as a candidate; and (vi) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Exchange Act promulgated thereunder, assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee. Such recommendation must be delivered or mailed to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting of Shareholders for which the candidate is being recommended, which, for purposes of this requirement, is deemed to be the same day and month as the prior year’s Annual Meeting of Shareholders. With respect to the 2027 Annual Meeting, a shareholder who intends to recommend that an individual be considered for nomination by the Nominating Committee must submit notice of such recommendation as provided above no earlier than November 8, 2026, and no later than December 8, 2026.

Whether recommended by a shareholder or another third party, or recommended independently by the Nominating Committee, a candidate will be selected for nomination based on his or her talents and the needs of the Board. The Nominating Committee’s goal in selecting nominees is to identify persons that possess complementary skills and that can work well together with existing Board members at the highest level of integrity and effectiveness. A candidate, whether recommended by a shareholder or otherwise, will not be considered for nomination unless he or she maintains strong professional and personal ethics and values, has relevant management experience, and is committed to enhancing financial performance. The Corporation looks for candidates that possess competencies that will support our long-term strategies. These competencies could include expertise in the banking industry, finance, risk management, real estate, marketing, regional geographic markets and economics, strategic planning, executive management, technology or other relevant qualifications. Certain Board positions, such as Audit Committee membership, may require other special skills, expertise or independence from the Corporation.

It should be noted that a director recommendation is not a nomination. The Corporation believes that a shareholder who is entitled to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an Annual Meeting may do so only in accordance with Section 4 and/or Section 14 of Article II of the Bylaws. In addition to satisfying the other conditions set forth therein, a shareholder who intends to nominate a candidate for election to the Board at an Annual Meeting pursuant to Section 4(a)(ii) of Article II of the Bylaws must provide notice of that intention to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting for which the candidate will be considered, which meeting date will be deemed, for purposes of this requirement, to be on the same day and month as the Annual Meeting of Shareholders for the preceding year. An eligible shareholder or group of shareholders who desires to instead nominate a candidate for election to the Board and have that director nominee included in the Corporation’s proxy statement pursuant to Section 4(a)(iii) and Section 14 of Article II of the Bylaws must, in addition to satisfying with the other requirements and limitations set forth such sections, provide notice of that desire to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting for which the candidate will be considered, which meeting date will be deemed, for purposes of this requirement, to be on the same day and month as the Annual Meeting of Shareholders for the preceding year, provided that (i) if the subject Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the

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anniversary of the preceding year’s Annual Meeting, or if no Annual Meeting was held in the preceding year, then the notice must be received by the Secretary of the Corporation not later than the close of business on the later of (a) the 90^thday before such Annual Meeting or (b) the 10^thday following the day on which the Corporation publicly announced the date of the Annual Meeting, and (ii) in no event will an adjournment or postponement of an Annual Meeting for which notice has been given commence a new time period for the giving the notice. For additional information regarding the nomination of directors, see the sections of this Proxy Statement entitled “Deadlines for Receipt of Director Nominations” and “Deadline for Submitting Notice of Intent to Solicit Proxies in Connection with the 2026 Annual Meeting” below.

The foregoing discussion of the sections of the Bylaws relating to the nomination of directors is only a summary of those sections and is qualified in its entirety by the text of those sections. Shareholders are urged to read the Bylaws before submitting a notice relating to the nomination of a candidate for director. The Bylaws consist of (i) Bylaws, as restated on September 25, 2024, which were filed as Exhibit 3.2 to the Corporation’s Annual Report on Form 10 K for the year ended December 31, 2024, and (ii) a First Amendment to Bylaws, which was filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 14, 2025, both of which can be accessed at the Investor Relations page of our website at https://investors.mybank.com/sec-filings/documents/default.aspx or at the SEC’s website at www.sec.gov. We will promptly provide, without charge, a copy of the documents constituting the Bylaws upon the written or oral request of a shareholder. Written requests should be directed to: First United Corporation, Corporate Secretary, 19 South Second Street, Oakland, Maryland 21550. Telephone requests should be directed to the Corporate Secretary at (301) 533 2390.

Shareholder Communications with the Board

Shareholders may communicate with the Board, including the non-employee directors, by sending a letter to First United Corporation Board of Directors, c/o Tonya K. Sturm, Secretary, First United Corporation, 19 South Second Street, Oakland, Maryland, 21550. The Secretary will deliver all shareholder communications directly to the Board for consideration.

Policy Regarding Director Attendance at Annual Meetings

The Corporation believes that the Annual Meetings of Shareholders provide an opportunity for shareholders to communicate directly with directors and, accordingly, expects that all directors will attend each Annual Meeting. If you would like an opportunity to discuss issues directly with our directors, please consider attending the 2026 Annual Meeting. The 2025 Annual Meeting of Shareholders was attended by nine persons who served on the Board as of the date of that meeting.

Family Relationships Among Directors, Nominees and Executive Officers

None.

Policy with Respect to Hedging Transactions

The Corporation has not adopted any practices or policies regarding the ability of employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Corporation’s equity securities (i) granted to the employee or director by the Corporation as part of his or her compensation or (ii) held, directly or indirectly, by the employee or director.

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DIRECTOR COMPENSATION

The following table provides information about compensation paid to or earned by the Corporation’s directors during 2025 who are not also “named executive officers”. The amounts set forth below include the compensation paid by both the Corporation and the Bank for service on the Board and the board of directors of the Bank, respectively.


		Fees earned or		Stock		All other
		paid in cash		awards		compensation		Total
Name		($)		($)		($)		($)
John F. Barr		36,600	(1)	31,520	(3)	—		68,120
Brian R. Boal		44,200	(1)	31,520	(3)	—		75,720
Sanu B. Chadha		35,500	(2)	31,520	(3)	—		67,020
Christy M. DiPietro		38,000	(1)	31,520	(3)	—		69,520
Kevin R. Hessler		38,500	(1)	31,520	(3)	—		70,020
Patricia A. Milon		32,300		31,520	(3)	—		63,820
Beth E. Moran		40,300		31,520	(3)	—		71,820
I. Robert Rudy		43,950		31,520	(3)	—		75,470
H. Andrew Walls, III		38,000	(1)	31,520	(3)	—		69,520

Notes:

(1)

Of the amount shown, $14,972 represents a portion of the cash retainer earned by the director that the director elected to receive in the form of 475 shares of Common Stock, based on a grant date fair market value of $31.52 per share, as computed in accordance with Financial Standards Accounting Board Accounting Standards Codification (“ASC”) Topic 718. These shares are not also reported in the “Stock awards” column.

(2)

Of the amount shown, $9,992 represents a portion of the cash retainer earned by the director that the director elected to receive in the form of 317 shares of Common Stock, based on a grant date fair market value of $31.52 per share, as computed in accordance with ASC Topic 718. These shares are not also reported in the “Stock awards” column.

(3)

Amounts in this column represent the grant date fair value of 1,000 fully-vested shares of Common Stock granted in 2025 at $31.52 per share, computed in accordance with ASC Topic 718.

The Compensation Committee of the Board is responsible for evaluating and recommending director compensation to the Board for approval. In evaluating director compensation, the Compensation Committee considers the legal responsibilities that directors owe to the Corporation and its shareholders in connection with their service on the Board and/or a committee of the Board, and the risks to the directors associated with their service, and reviews the fees and benefits paid to directors of similar institutions in and around the Corporation’s market areas. The Compensation Committee’s current director compensation arrangement contemplates a mix of cash and equity awards, as discussed below. The Compensation Committee maintains an engagement with Aon’s Human Capital Solutions practice, a division of Aon plc, as its independent compensation consultant to provide advice and facilitate the Committee’s deliberations with respect to director compensation. For further details on this engagement, refer to “Role of Compensation Consultant” under the Executive Compensation section below.

For 2025, each director who was not an employee of the Corporation or the Bank (a “Non-Employee Director”) received a cash retainer of $15,000, a grant of 1,000 fully-vested shares of Common Stock, having a grant date fair value of $31,520, and a cash fee of $1,000 for each meeting of the Board and/or the Bank’s board of directors that he or she attended. The cash fee is reduced to $200 when special meetings are called and the meeting lasts less than two hours. Directors do not receive more than one cash fee when the Board and the board of directors of the Bank meet together. Directors who served on committees of the Board also received a cash fee of $500 for each committee meeting that they attended. The Chairperson of each of the Audit Committee (Ms. DiPietro), Compensation Committee (Mr. Rudy) and Nominating Committee (Mr. Boal) received an additional annual cash retainer of $2,500. All directors of the Corporation also served on the board of directors of the Bank and received a cash fee of $500 for attending each meeting of a committee of the Bank’s board of directors on which they served.

Non-Employee Directors may elect to receive some or all of their cash retainers in shares of Common Stock. The number of shares paid in lieu of cash retainers is determined by dividing the portion of the cash retainer to be paid in stock

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by the mean between the high and low sales price of a share of Common Stock on the trading day immediately preceding the payment date, as reported on The Nasdaq Stock Market.

All directors are permitted to participate in the Corporation’s Amended and Restated Executive and Director Deferred Compensation Plan (the “Deferred Compensation Plan”). The material terms of the Deferred Compensation Plan are discussed below under the heading “Compensation of Executive Officers.”

AUDIT COMMITTEE REPORT

The Audit Committee has (i) reviewed and discussed the Corporation’s audited consolidated financial statements for the year ended December 31, 2025 with the Corporation’s management; (ii) discussed with Crowe, the Corporation’s independent auditors for the fiscal year ended December 31, 2025, the matters required to be discussed by the applicable requirements as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC, and (iii) received the written disclosures and the letter from Crowe required by applicable requirements of the PCAOB regarding Crowe’s communications with the Audit Committee concerning its independence, and discussed with Crowe its independence. Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025, be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.


	By:	AUDIT COMMITTEE

		Brian R. Boal
		Christy M. DiPietro
		Kevin R. Hessler
		Beth E. Moran H. Andrew Walls, III

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EXECUTIVE OFFICERS

Information about the Corporation’s executive officers is set forth below. All officers are elected annually by the Board and hold office at its pleasure.

Jason B. Rush, age 55, has served as the President and CEO of the Corporation and the Bank since January 1, 2026 and was appointed to those positions in connection with Carissa L. Rodeheaver’s planned transition to Executive Chairman of the Board and retirement at the conclusion of the 2026 Annual Meeting. Prior to this appointment, he served as Senior Vice President and Chief Operating Officer of the Corporation and the Bank from January 2017 to December 2025; as Senior Vice President and Chief Risk Officer and Director of Operations and Support of the Bank from December 2009 to January 2017; as Vice President, Director of Operations & Support of the Bank between March 2006 and December 2009; as Vice President and Regional Manager/Community Office Manager of the Bank from January 2005 to February 2006; as Vice President and Community Office Manager/Manager of Cash Management of the Bank from May 2004 to December 2004; as Assistant Vice President and Community Office Manager of the Bank from April 2001 to May 2004; as Community Office Manager of the Bank from August 1998 to April 2001; as Customer Service Officer of the Bank from March 1997 to July 1998; as Assistant Compliance Officer of the Bank from July 1995 to February 1997; and as a Management Trainee of the Bank from October 1993 to July 1995.

Tonya K. Sturm, age 59, serves as Executive Vice President and CFO of both the Corporation and the Bank. Prior to this appointment, she has served as CFO since January 2016 and as Senior Vice President since June 2016. In May 2016, she was appointed Secretary and Treasurer of the Corporation and the Bank. Prior to the appointment of Senior Vice President, she served as Vice President since September 2008. Prior to her appointment as CFO and Vice President, Ms. Sturm served as Controller of the Corporation and the Bank starting in September 2008, as a Staff Auditor of the Bank from July 1996 to June 1998, as a Credit Analyst of the Bank from June 1998 to March 1999, as Staff Accountant of the Bank from April 1999 to May 2002, as a Senior Staff Accountant of the Bank June 2002 to December 2003, as the Finance Manager of the Bank from January 2004 to May 2006, and as Vice President and Director of Finance of the Bank from June 2006 to August 2008.

Anthony “AJ” Tasker, age 45, was appointed on January 28, 2026 to serve as Senior Vice President and Chief Operating Officer of the Corporation and the Bank. Prior to this appointment, Mr. Tasker served as the Managing Director of Operations of the Bank. Between June 2023 and August 2024, he served as the Managing Director of Information Technology of the Bank; between May 2018 and June 2023, he served as the Director of Information Technology of the Bank; between September 2015 and May 2018, he served as the Information Technology Manger of the Bank; between April 2014 and August 2015, he served the Assistant Information Technology Manager of the Bank; between February 2011 and March 2014, he served as the Network and Server Administrator of the Bank; and between November 2008 and January 2011, he served as the Wide Area Network Administrator of the Bank.

Information about the Bank’s executive officers, other than Messrs. Rush and Tasker and Ms. Sturm, is set forth below. All officers are elected annually by the Bank’s board of directors and hold office at its pleasure.

Robert L. Fisher, II, age 56, serves as Executive Vice President and Chief Banking Officer. Prior to this appointment, Mr. Fisher served as Senior Vice President and Chief Revenue Officer. Mr. Fisher has been employed by the Corporation since September 2013. Mr. Fisher has more than 20 years of experience in the banking industry with the majority of his experience based in commercial banking. Mr. Fisher held the positions of Senior Vice President of Commercial Banking, Managing Director of Commercial Banking, and Regional President at a large regional bank in the Mid-Atlantic region from 2001 to 2013.

Julie W. Peterson, age 55, serves as Executive Vice President and Chief Credit Officer. Prior to this appointment, Ms. Peterson served as Senior Vice President and Chief Credit Officer. Ms. Peterson has more than 36 years of experience in the banking industry. She was originally employed by the Corporation from 1989-2012 primarily in the commercial banking arena. She then left the Corporation to work at a super-regional bank from 2012-2014. Ms. Peterson returned to the Bank in April 2014 to serve as Director of Credit Administration until May 2022. She then transitioned to Managing Director of Credit Risk until May 2024, at which time she was named Senior Vice President and Chief Credit Officer.

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Keith R. Sanders, age 55, serves as Executive Vice President and Chief Wealth Officer. Prior to this appointment, Mr. Sanders served as Senior Vice President and Chief Wealth Officer. Mr. Sanders has been employed by the Corporation since August 2002. He served as Senior Trust Sales Officer from August 2002 until December 2005, and as Senior Trust/Investment Sales Manager from January 2006 until October 2011. He was named First Vice President and Senior Trust Officer November 2011, Senior Vice President and Senior Trust Officer May 2013 and was named Chief Wealth Officer in May 2021.

EXECUTIVE COMPENSATION

The Corporation is a “smaller reporting company” as defined in Item 10(f)(1) of the Regulation S-K, and the following discussion of the compensation paid to the Corporation’s named executive officers is intended to comply with the rules relating to the disclosure of executive compensation. Although these rules allow the Corporation to provide less detail about its executive compensation program than companies that are not smaller reporting companies, the Compensation Committee is committed to providing information that it believes necessary for shareholders to understand its executive compensation-related decisions.

Executive Summary and Financial Highlights

We delivered a record year of core earnings, excluding a non-recurring markdown on a foreclosure property. Our performance was driven by a strong net interest margin, robust loan, deposit and trust production, and our continued disciplined approach to expense management. The following represents financial highlights for 2025:

●

The Corporation’s total assets increased by $114.4 million to $2.1 billion. Gross loans increased by $40.9 million and deposits increased by $160.3 million.

●

The book value of the Common Stock was $31.33 per share at December 31, 2025, compared to $27.71 per share at December 31, 2024. Capital levels remained strong, with a total risk-based capital ratio of 16.61% at year end.

●

Consolidated net income was $25.8 million for the year ended December 31, 2025, on a non-GAAP basis, compared to $21.0 million for 2024. Basic and diluted net income per share for 2025 were $3.98 and $3.97, respectively, on a non-GAAP basis, compared to basic and diluted net income per share of were both $3.21, for 2024, on a non-GAAP basis, a 24% increase.

●

The net interest margin increased to 3.67% in 2025 from 3.38% in 2024 due to increased interest income partially offset by increased interest expense. The increase in interest income was due to new loans booking at higher rates as well as existing loans repricing at higher rates. Interest expense increased primarily due to increased funding costs resulting from obtaining long-term borrowings and brokered certificates of deposit late in 2024.

●

Comparing the year ended December 31, 2025, to the year ended December 31, 2024, net interest income, on a non-GAAP, fully taxable equivalent basis, increased by $8.1 million. This increase resulted from a $8.8 million increase in interest income, partially offset by a $0.7 million increase in interest expense.

●

For the year ended December 31, 2025, other operating income increased by $0.7 million when compared to the same period of 2024. Net gains were stable year over year. Trust and brokerage income increased by $0.7 million due to improving market conditions, increased annuity sales and growth in new and existing customer relationships. Service charge and debit card income was stable when comparing 2025 to 2024.

●

For the year ended December 31, 2025, operating expenses increased by $3.8 million when compared to the year ended December 31, 2024. Salaries and employee benefits increased by $1.3 million related to normal merit increases effective April 1, 2025, increased salary expense resulting from increased staffing levels as we enhanced our sales presence in Morgantown, WV, increases in incentives, and 401(k) expenses, offset by reduced life and health insurance costs related to reduced claims in 2025. Net other real estate owned expenses increased by $2.0 million due to the previously mentioned fair value write-down and expenses recorded in the fourth quarter of 2025. Data processing expenses increased by $0.5 million due primarily to increased software agreements, and professional services expenses increased by $0.5 million driven by increased audit fees. These increases were

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partially offset by a $0.5 million decrease in occupancy and equipment expenses related to accelerated depreciation expense related to branch closures that were recognized in the first quarter of 2024.

The exhibit below shows our total shareholder return compared to S&P US Small Cap Banks and the 2025 Proxy Peers (as defined under the heading “Compensation Process and Plans” below) over the five-year period from March 1, 2021 to February 27, 2026.


	1-Year		3-Year		5-Year
First United	3.2	%	103.1	%	135.9	%
S&P US Small Cap Banks	18.2	%	36.0	%	44.0	%
2025 Proxy Peers	23.0	%	29.4	%	73.6	%

Source: S&P Capital IQ as of February 27, 2026, and includes price change and reinvested cash dividends.

Overview of Compensation Philosophy and Objectives

The Compensation Committee of the Board is responsible for overseeing and administering the Corporation’s employee benefit plans and policies, and for annually reviewing and approving all compensation decisions relating to the executive officers, including the named executive officers. The compensation committee of the Bank’s board of directors has identical responsibilities with respect to executive officers of the Bank. The Compensation Committee submits its decisions regarding compensation to the independent directors of the Board. The Compensation Committee has the authority and resources to obtain, independent of management, advice and assistance from internal and external legal, human resource, accounting or other experts, advisors, or consultants as it deems desirable or appropriate.

The Compensation Committee must be composed of at least three directors who are determined to be “independent directors” as that term is defined by Rule-5605(a)(2-) of the Nasdaq Listing Rules. The members of the Compensation Committee are appointed each year by the Board, after considering the recommendations and views of the Nominating Committee. There are currently five members of the Compensation Committee, and each of them is an “independent director”. The Chairman of the Compensation Committee reports to the Board regarding all committee actions.

The Compensation Committee recognizes the importance of balancing the need to attract and retain qualified executive officers with the need to maintain sound principles for the development and administration of compensation and benefit programs. The Compensation Committee has taken steps to enhance the Compensation Committee’s ability to

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effectively carry out its responsibilities as well as ensure that the Corporation maintains strong links between executive pay and performance. Examples of procedures and actions that the Compensation Committee utilized in 2025 include:

●

Incorporating executive sessions (without management present) into all Compensation Committee meetings;

●

Using an independent compensation consultant to advise on executive and Board compensation issues;

●

Reviewing elements and amounts of executive compensation paid by competitors, including peer group performance and the impact of such performance on executive compensation;

●

When it deems appropriate, realigning the Corporation’s compensation structure considering its peer group reviews;

●

Reviewing and approving annual performance reviews for all executive officers; and

●

Conducting annual reviews of all compensation and incentive plans for appropriate corporate strategic alignment and avoidance of excessive or unnecessary risk-taking by executive officers.

The Compensation Committee believes that the compensation paid to executive officers should be closely tied to the Corporation’s performance on both a short and long-term basis. Overall, the Compensation Committee believes that a performance-based compensation program can assist the Corporation in attracting, motivating and retaining the quality executives critical to long-term success. Accordingly, when and to the extent permitted by law, the Compensation Committee generally seeks to structure executive compensation programs so that they are focused on enhancing overall financial performance.

In setting the CEO’s compensation, the Compensation Committee meets with the CEO to discuss his or her performance and compensation package. Decisions regarding his or her package are based upon the Compensation Committee’s independent deliberations and input from the Compensation Committee’s compensation consultant, if one is engaged for that purpose. In setting compensation for other named executive officers, the Compensation Committee considers the CEO’s recommendations, as well as any requested input and data from the CFO, Human Resources Department and outside consultants and advisors. The Compensation Committee occasionally requests one or more members of senior management to be present at Compensation Committee meetings where executive compensation and corporate or individual performance are discussed and evaluated. Only Compensation Committee members are allowed to vote on decisions regarding executive compensation, and such decisions occur only during its executive sessions without executive officers present.

In addition to reviewing competitive market values, the Compensation Committee also examines the total compensation mix, pay-for-performance relationship, and how all elements, in the aggregate, comprise each executive’s total compensation package. The Compensation Committee also examines all incentive compensation plans at least annually to ensure that such plans do not encourage employees to take unnecessary or excessive risks that threaten the Corporation’s value. All incentive plans contain “claw-back” provisions that require, in the event the Corporation is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under applicable securities laws or applicable accounting principles, each participant who received an award to return it to the extent the accounting restatement shows that a smaller award should have been paid. Further, all incentive plans contain ethics provisions that require a participant to repay an award should the Corporation determines that the award was paid in a plan year in which the participant willfully engaged in any activity that was or is injurious to the Corporation and its affiliates. In general, the Board and/or its Compensation Committee may terminate, suspend or amend an incentive plan at any time.

Role of Compensation Consultants

The Compensation Committee has the authority and resources necessary to engage independent consultants to aid and provide direction with respect to executive compensation and benefits. The Compensation Committee maintains an engagement with Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent compensation consultant to provide advice and facilitate the Committee’s deliberations with respect to executive compensation.

Aon reported directly and exclusively to the Compensation Committee and did not provide any other services to us, management or our affiliates. Aon did not make compensation-related decisions for the Compensation Committee, as the Compensation Committee always retains the authority to make all final compensation-related decisions. During 2025, and after taking into consideration the factors listed in Rule 5605(d)(3)(D) of the Nasdaq Listing Rules, the Compensation

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Committee concluded that neither it nor the Corporation had any conflicts of interest with Aon and that Aon is independent from management.

Compensation Process and Plans

Annually, the Board approves the Corporation’s financial budget. The budget supports the multi-year financial objectives of the Corporation and establishes annual financial goals and targets to support achievement of these long-term financial objectives. The specific performance targets for the incentive-based plans are derived from both the annual budget and multi-year financial projections. As part of its annual review of executive compensation, the Compensation Committee reviews base salaries and makes adjustments when appropriate based upon annual performance appraisals for the preceding year, the experience and qualifications of the executive officer, the scope of responsibilities of the position and the executive’s performance relative to established goals and objectives.

A critical element of the compensation philosophy is a review of the Corporation’s performance and compensation levels and mix relative to a peer group of publicly traded commercial banking institutions, which is updated and reviewed on a periodic basis. Peer group data is supplemented with national compensation survey data. The comparator banking institution peer group used in making 2025 compensation decisions consisted of 20 institutions as listed below (the “2025 Proxy Peers”).


First National Corp.	Evans Bancorp Inc.
Citizens Financial Services	Franklin Financial Services
ACNB Corp.	National Bankshares Inc.
CB Financial Services Inc.	C&F Financial Corp.
Western New England Bancorp	ESSA Bancorp Inc.
Orange County Bancorp Inc.	Pathfinder Bancorp Inc.
Chemung Financial Corp.	Old Point Financial Corp.
Peoples Bancorp of NC Inc.	Fidelity D & D Bancorp Inc.
Penns Woods Bancorp Inc.	Union Bankshares Inc.
Citizens & Northern Corp.	Norwood Financial Corp.
Virginia National Bkshs	Bank of James Financial Group Inc.

The 2025 Proxy Peers were recommended by Aon and approved by the Compensation Committee and consisted of banking institutions traded on The New York Stock Exchange or the Nasdaq Stock Market that met the following parameters as of December 31, 2023:

●

Post-acquisition assets between $900M and $3.0B

●

Located in the mid-Atlantic (exception for PEBK) or Northeast regions, excluding Middle East

●

Non-Interest Income >10% of total revenue

●

Headquarters location with population below the top 20 metropolitan statistical areas

●

Last 12 months return on average equity greater than 0%

●

Traded on major stock exchange

●

Inside ownership <40%

●

Banks and thrifts

The Compensation Committee retains discretion to increase or decrease all incentive awards based upon the superior performance, shortfalls in performance, subjective factors or extraordinary non-recurring results.

Compensation of Named Executive Officers in 2025

All of the Corporation’s executive officers are also executive officers of the Bank. Both the Corporation and the Bank maintain various compensation plans and arrangements for their respective executive officers, but, where appropriate, most of these plans and arrangements are structured to apply to executive officers of the consolidated group.

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The following table sets forth, for each of the last two calendar years (which were also the Corporation’s last two fiscal years), the total compensation awarded to, earned by, or paid to (i) each person who served as the Corporation’s principal executive officer at any time during 2025, (ii) the Corporation’s two most highly compensated executive officers other than the principal executive officer who were serving as such as of December 31, 2025 and whose total compensation (excluding above-market and preferential earnings on nonqualified deferred compensation) exceeded $100,000 during 2025, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing item (ii) had they been serving as executive officers of the Corporation as of December 31, 2025 (all such persons are referred to as the “named executive officers”). For this purpose, the term “executive officer” includes any executive officers of the Bank who performs a policy making function for the Corporation. The Corporation has determined that the named executive officers for purposes of this Proxy Statement include Ms. Rodeheaver and Messrs. Fisher and Rush.

In calendar years 2025 and 2024, executive compensation included (i) annual base salary, (ii) restricted stock units (“RSUs”) awarded pursuant to a Long-Term Incentive Plan (the “LTIP”) that is a sub-plan of the Corporation’s 2018 Equity Compensation Plan, (iii) cash compensation paid under a Short-Term Incentive Plan (the “STIP”), (iv) cash compensation paid pursuant to nonequity compensation award opportunities granted in 2025 (the “2025 ROAE Awards) that were based on the average of the Corporation’s return on average equity (“ROAE”) for the three year performance period, and (v) cash and income related to certain employee benefit plans.

The table that follows reflects compensation paid by both the Corporation and the Bank.


Summary Compensation Table
								Stock		Nonequity		All other
				Salary		Bonus		awards		incentive plan		compensation		Total
Name and principal position		Year		($)		($)		($)(2)(3)(4)		($)(5)(6)		($)(7)		($)
Carissa L. Rodeheaver, Chairman, President & CEO		2025		503,244		—		136,346		388,353		14,061		1,042,004
		2024		447,868		—		128,990		226,147		13,953		816,958

Robert L. Fisher, II, Senior Vice President, Chief Revenue Officer		2025		304,276		—		61,121		150,444		13,499		529,340
		2024		295,448		—		57,335		98,296		12,702		463,781

Jason B. Rush, Senior Vice President, Chief Operating Officer		2025		316,725		—		61,800		151,870		13,434		543,829
		2024		304,500		—		57,500		96,722		12,673		471,395

Notes:

(1)

Ms. Rodeheaver retired as President and CEO on December 31, 2025. She serves as a director of the Corporation and of the Bank but did not receive any separate compensation for such service during 2025 or 2024.

(2)

Amounts reported for 2025 are the aggregate grant date fair value of RSU awards granted in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”), a portion of which vest ratably over three years and a portion of which vest based on the achievement of certain performance criteria. The amounts relating to performance-vesting RSUs assume the probable outcome of performance conditions for the target potential value of the awards. For Ms. Rodeheaver, the amounts are $45,449 for the time-vesting RSUs and $90,897 for the performance-vesting RSUs. For Mr. Fisher, the amounts are $30,560 for the time-vesting RSUs and $30,561 for the performance-vesting RSUs. For Mr. Rush, the amounts are $30,900 for the time-vesting RSUs and $30,900 for the performance-vesting RSUs. The grant date fair values of the performance-vesting RSUs, assuming the maximum level of performance, are $136,339 for Ms. Rodeheaver, $45,822 for Mr. Fisher, and $46,348 for Mr. Rush.

(3)

Amounts reported for 2024 are the aggregate grant date fair value of the RSU awards granted in 2024, computed in accordance with Topic 718, a portion of which vest ratably over three years and a portion of which vest based on the achievement of certain performance criteria. The amounts relating to performance-vesting RSUs assume

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the probable outcome of performance conditions for the target potential value of the awards. For Ms. Rodeheaver, the amounts are $42,997 for the time-vesting RSUs and $85,994 for the performance-vesting RSUs. For Mr. Fisher, the amounts are $28,666 for the time-vesting RSUs and $28,666 for the performance-vesting RSUs. For Mr. Rush, the amounts are $28,750 for the time-vesting RSUs and $28,750 for the performance-vesting RSUs. The grant date fair values of the performance-vesting RSUs, assuming the maximum level of performance, are $125,596 for Ms. Rodeheaver, $43,198 for Mr. Fisher, and $41,245 for Mr. Rush.

(4)

The assumptions made in the valuation of the RSUs are discussed in Note 14 to the financial statements presented in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

(5)

Amounts reported for 2025 include (i) cash earned under the STIP for the 2025 plan year of $266,133 for Ms. Rodeheaver, $108,400 for Mr. Fisher, and $111,732 for Mr. Rush, and (ii) cash earned for 2025 pursuant to the ROAE Awards of $122,220 for Ms. Rodeheaver, $42,044 for Mr. Fisher, and $40,138 for Mr. Rush, all of which were paid in 2026.

(6)

Amounts reported for 2024 are cash awards earned under the STIP for the 2024 plan year, which were paid in 2025.

(7)

Amounts include premiums related to bank-owned life insurance policies (see “Split Dollar Life Insurance Arrangements” below), group term life insurance and long-term disability insurance available to all employees and matching contributions under the 401(k) Profit Sharing Plan. The aggregate dollar value of premiums related to the bank-owned life insurance policies, the group life insurance program and long-term disability insurance was as follows: Ms. Rodeheaver, $1,811 for 2025 and $1,878 for 2024; Mr. Fisher, $1,249 for 2025 and $1,325 for 2024; and Mr. Rush, $1,184 for 2025 and $1,255 for 2024. Matching contributions made by the Corporation for the named executive officers under the 401(k) Profit Sharing Plan were as follows: Ms. Rodeheaver, $12,250 for 2025 and $12,075 for 2024; Mr. Fisher, $12,250 for 2025 and $11,377 for 2024; and Mr. Rush, $12,250 for 2025 and $11,418 for 2024.

Short-Term Incentive Plan

The STIP provides executives with the opportunity to earn cash incentives based on the achievement of pre-defined performance metrics for each calendar year. The plan consists of four performance categories, each with defined threshold, target and maximum performance and payout levels. Performance and payouts under each performance category are calculated separately, and failure to meet an acceptable performance threshold for a given category will result in no incentive payout for that category. Similarly, payouts for performance above the defined maximum level for a given category are capped, which the Compensation Committee believes limits the incentive to take unnecessary risks to receive ever-increasing incentive awards. In addition, 80% of the overall award potential is contingent on corporate performance, with the remaining 20% contingent on quantitative individual performance objectives.

For 2025, the Compensation Committee approved four goals to reward performance with the primary objectives of driving revenue, lowering costs and maintaining high asset quality. Multiple metrics were utilized to discourage excessive risk-taking by participants consistent with overall compensation philosophy. In addition to the four fundamental measures of corporate performance, the STIP also includes a minimum performance hurdle that must be attained before any awards under the plan are paid. The Corporation had to achieve a minimum of 50% of targeted net income in 2025 for any payout to occur in the plan, regardless of performance in any goal category. The use of this performance hurdle aligns with bank regulatory best practices intended to protect the safety and soundness of the Bank, rather than representing higher performance aspirations as with the four plan goals in the table below.

Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance as compared to peers. Threshold performance is the minimum level of acceptable performance as defined by the Compensation Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of the threshold performance level would result in each executive participant earning a payout at 50% of his or her respective target award opportunity. Achievement of the target performance level would result in the executive participant earning the target award and achievement at or above the maximum performance level would result in the executive participant earning 150% of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award.

The Compensation Committee reviewed the results of financial operations for the established goals as approved by the Audit Committee before exercising its authority to approve the cash incentive payments on March 6, 2026. As part of its approval process, the Compensation Committee first determined that the net income performance hurdle was met,

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permitting the payment of awards as earned. They then reviewed the actual performance to each of the goals as shown in the chart below. To calculate the payment level, the weight for each goal was multiplied by the level of achievement for that goal. The total payout was calculated as the sum of all payment levels for each executive.

The 2025 net income performance for the STIP plan was achieved, and the performance measures, respective weights and actual performance levels for 2025 were as follows:

SEC Form PRE 14A filed by First United Corporation