First United Corporation
09/10/2024 | Press release | Distributed by Public on 09/10/2024 14:14
Amendment to Annual Report Form 10 K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to _____
Commission file number 0-14237
First United Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 52-1380770 | |
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | |
| 19 South Second Street, Oakland, Maryland | 21550-0009 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 470-4356
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Common Stock | FUNC | Nasdaq Stock Market |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNo ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "accelerated filer", "large accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act). :
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filerx | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨No xThe aggregate market value of the registrant's outstanding voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $85,737,171.
The number of shares of the registrant's common stock outstanding as of February 29, 2024: 6,643,161.
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement for the 2024 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K.
| Auditor Name | Auditor Firm ID | Auditor Location | ||
| Crowe LLP | 173 | Washington, D.C. |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report of First United Corporation on Form 10-K for the year ended December 31, 2023, which was initially filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024 (the "Original Report"), is being filed to amend the Exhibit Index contained in Item 15 of Part IV of the Original Report to list as Exhibit 3.2(ii) an amendment to First United Corporation's Amended and Restated Bylaws (the "Bylaw Amendment") and to correct a typographical error in Exhibit 104. The Bylaw Amendment was filed as Exhibit 10.1 to First United Corporation's Current Report on Form 8-K, filed with the SEC on December 21, 2023, but was inadvertently omitted from the Exhibit Index included in the Original Report. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by First United Corporation's principal executive officer and principal financial officer are filed or furnished with this Amendment No. 1 as Exhibits 31.1, 31.2, and 32.1.
Except as expressly provided above, this Amendment No. 1 on Form 10-K/A speaks as of the date of the Original Report and First United Corporation has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained in this Amendment No. 1 on Form 10-K/A is subject to updating and supplementing as provided in First United Corporation's reports filed with the SEC subsequent to the date on which the Original Report was filed.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1), (2) and (c) Financial Statements.
Reports of Independent Registered Public Accounting Firms
Consolidated Statement of Financial Condition as of December 31, 2023 and 2022
Consolidated Statement of Income for the years ended December 31, 2023 and 2022
Consolidated Statement of Comprehensive Income for the years ended December 31, 2023 and 2022
Consolidated Statement of Changes in Shareholders' Equity for the years ended December 31, 2023 and 2022
Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements for the years ended December 31, 2023 and 2022
(a)(3) and (b) Exhibits.
The exhibits filed or furnished with this annual report are listed in the following Exhibit Index.
| * | Portions of Exhibit 10.12, identified in brackets, were excluded because they were immaterial and would have likely caused competitive harm to the Corporation if publicly disclosed. Such information will be disclosed in "Executive Compensation" section of the 2024 Proxy Statement. |
| ** | Filed with the Original Report |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST UNITED CORPORATION | |||
| Date: | September 10, 2024 | By: | /s/ Carissa L. Rodeheaver |
| Carissa L. Rodeheaver, CPA | |||
| Chairman of the Board, President | |||
| and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: | September 10, 2024 | By: | /s/ Tonya K. Sturm |
| Tonya K. Sturm, | |||
| Senior Vice President and | |||
| Chief Financial Officer, | |||
| (Principal Financial Officer | |||
| and Principal Accounting Officer) |