First United Corp 8-K, filed Nov 14, 2025
First United Corp/Md/ (FUNC)
About this 8-K
First United Corp filed this 8-K on November 14, 2025, reporting on events of November 12, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Director Retirement.
On November 12, 2025, Carissa L. Rodeheaver provided formal notice to the Board of Directors (the “Board”) of First United Corporation (the “Corporation”) that, in connection with her planned retirement as discussed below in Item 7.01 of this report, she does not intend to stand for reelection to the Board at the Corporation’s 2026 annual meeting of shareholders.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 12, 2025, the Board amended Sections 2 and 3 of Article III of the Bylaws of the Corporation, as restated on September 25, 2025 (the “Bylaws”), to provide that the Board may designate someone other than the Chairman of the Board as the chief executive officer of the Corporation, including the President of the Corporation (the “Amendment”). The Amendment is embodied in a First Amendment to Bylaws, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference. The foregoing is only a summary of the Amendment and is qualified in its entirety by the text of Exhibit 3.1 hereto.
| Item 7.01. | Regulation FD Disclosure. |
On November 14, 2025, the Corporation issued a press release to announce certain management succession plans. Carissa L. Rodeheaver, the Chairman of the Board, President and Chief Executive Officer of the Corporation and its bank subsidiary, First United Bank & Trust (the “Bank”), intends to retire from all positions with the Corporation and the Bank at the conclusion of the 2026 annual meeting of shareholders of the Corporation (the “2026 Annual Meeting”), which is currently scheduled for May 7, 2026. To facilitate the succession of management, effective January 1, 2026, the boards of directors of the Corporation and the Bank intend to (i) increase the number of directors who shall serve on the boards of directors of the Corporation and the Bank to 11 and elect Jason B. Rush to serve as a director of the Corporation and the Bank, (ii) appoint Jason B. Rush to serve as the President and Chief Executive Officer of the Corporation and the Bank, and (iii) appoint Ms. Rodeheaver to serve as the Executive Chairman of the Corporation and the Bank, where, among other things, she will continue to perform the duties of Chairman of the Boards and will serve as an advisor to Mr. Rush during the transition period. The boards of directors currently intend to eliminate the vacancies that will be created by Ms. Rodeheaver’s retirement from the boards at the conclusion of the 2026 Annual Meeting by reducing the number of directors who shall serve on the boards from 11 to 10, effective as of the conclusion of the 2026 Annual Meeting.
Mr. Rush has served as Senior Vice President and Chief Operating Officer of the Corporation and the Bank since January 2017. Prior to that appointment, he served as Senior Vice President and Chief Risk Officer and Director of Operations and Support from 2006 to 2017. Mr. Rush has been employed by the First United organization since October 1993, including as Vice President, Director of Operations & Support since March 2006, Vice President and Regional Manager/Community Office Manager from January 2005 to February 2006, Vice President and Community Office Manager/Manager of Cash Management from May 2004 to December 2004, Assistant Vice President and Community Office Manager from April 2001 to April 2004, Community Office Manager from August 1998 to April 2001, Customer Service Officer from March 1997 to July1998, Assistant Compliance Officer from July 1995 to February 1997, and Management Trainee from October 1993 to July 1995.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits filed or furnished with this report are listed in the following Exhibit Index:
| Exhibit No. | Description | |
| 3.1 | First Amendment to Bylaws of First United Corporation (filed herewith) | |
| 99.1 | Press release dated November 14, 2025 (furnished herewith) | |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST UNITED CORPORATION | ||
| Dated: November 14, 2025 | By: | /s/ Tonya K. Sturm |
| Name: | Tonya K. Sturm | |
| Title: | Senior Vice President and CFO | |
Exhibit 3.1
FIRST UNITED CORPORATION
FIRST AMENDMENT TO BYLAWS, AS AMENDED ON SEPTEMBER 25, 2024
Adopted on November 12, 2025
The Bylaws of First United Corporation, a Maryland corporation, as restated on September 25, 2024 (the “Bylaws”), are hereby amended as follows:
1. SECTION 2 of ARTICLE III of the Bylaws is deleted in its entirety and the following is substituted in lieu thereof:
SECTION 2. Powers and Duties of the Chairman of the Board. The Board of Directors may authorize and empower the Chairman of the Board to serve as the chief executive officer of the Corporation, and, in such case, the Chairman of the Board shall have general charge and control of all its business affairs and properties and the general powers and duties of supervision and management usually vested in the chief executive officer. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors, except as provided in Section 6 of ARTICLE I hereof, and shall have all general powers conferred by these Bylaws or by law, including the power to sign, execute and deliver in the name and on behalf of the Corporation all authorized bonds, contracts and other obligations of the Corporation. The Chairman of the Board shall be ex-officio a member of all the standing committees, except any audit or examining committee. The Chairman of the Board shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.
2. SECTION 3 OF ARTICLE III of the Bylaws is deleted in its entirety and the following is substituted in lieu thereof:
SECTION 3. Powers and Duties of the President. The President shall supervise the carrying out of the policies adopted or approved by the Board of Directors. He shall have general executive powers as well as those specific powers and duties as may be conferred upon or assigned to him by the Board of Directors. If the Chairman of the Board has not been authorized and empowered to serve as the chief executive officer of the Corporation as provided in Section 2 of this ARTICLE III and the Board of Directors has not appointed a separate chief executive officer of the Corporation, then the President shall serve as the chief executive officer of the Corporation. In the case of the absence or disability of the Chairman of the Board, the duties of the Chairman of the Board shall be performed by the President.
Exhibit 99.1
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19 South Second Street Oakland, MD 21550 |
1-888-692-2654 MyBank.com |
Press Release
| Date: | November 14, 2025 |
| Contact: | Kimberly Moyers, VP & Managing Director of Strategic Engagement |
| 1-301-533-2400; kmoyers@mybank.com |
First United Corporation Announces Planned Retirement of
Chairman of the Board, President & CEO Carissa L. Rodeheaver
Oakland, MD — November 14, 2025 — First United Corporation (NASDAQ: FUNC) and First United Bank & Trust today announced that Carissa L. Rodeheaver, Chairman of the Board, President, and Chief Executive Officer, will retire at the conclusion of the 2026 annual meeting of shareholders currently scheduled for May 7, 2026. To facilitate the succession of management, effective January 1, 2026, Ms. Rodeheaver will serve as Executive Chairman of the Corporation and the Bank until her retirement.
Carissa Rodeheaver has served as CEO since 2016, leading the Company through transformative growth, innovation, and strategic expansion. Under her leadership, First United achieved record financial performance, increased stock price, delivered steady dividend payments, and enhanced its reputation as a trusted industry leader by maintaining a balanced approach to growth and risk management.
“It has been the honor of my 33+ year career to serve First United and its stakeholders,” said Rodeheaver. “I am deeply proud of what we’ve accomplished together through our commitment to community banking and am confident in the Company’s future.”
During her tenure, Rodeheaver championed initiatives that enhanced shareholder value, advanced digital transformation, and fostered a culture of integrity, inclusion, and community engagement, including having established the First United Community Dreams Foundation and launch of the Company’s trademarked financial education platform, Finture. Rodeheaver was instrumental in steering First United through shifting regulatory environments and economic challenges, all while strengthening its commitment to customer-focused philosophies and operational excellence.
The Board of Directors has implemented a succession plan whereby Jason B. Rush, Senior Vice President & Chief Operations Officer, will succeed Rodeheaver as President and Chief Executive Officer of both the Corporation and the Bank effective January 1, 2026, and the boards of directors intend to elect Mr. Rush to serve as a director of the Corporation and the Bank. Mr. Rush has served as Senior Vice President and Chief Operating Officer of the Corporation and the Bank since January 2017 and has held various roles since joining the Bank in 1993.
“On behalf of the Board, I want to express our deepest gratitude to Carissa Rodeheaver for her visionary leadership and unwavering commitment to excellence,” said Brian R. Boal, Lead Independent Director. “Thanks to her dedication to long-term growth and focus on leadership development, First United is well-positioned for continued success.”
Following retirement, Rodeheaver will remain available in an advisory capacity to support a seamless transition and looks forward to dedicating more time to family, travel and those items that bring her personal joy.
First United Corporation operates one full-service commercial bank, First United Bank & Trust. The Bank, which is celebrating its 125th anniversary in 2025, has a network of community offices in Garrett, Allegany, Washington, and Frederick counties in Maryland, as well as Mineral, Berkeley, and Monongalia counties in West Virginia. First United’s website can be located at MyBank.com. As of September 30, 2025, the Corporation posted assets of $2 billion.