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FIRST US BANCSHARES, INC.

For the period ended May 1, 2025. Filed Mar 27, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2025 · Filed Mar 27, 2025

FUSB$16.450.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ 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 Rule 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TO OUR SHAREHOLDERS:

We will hold the 2025 Annual Meeting of Shareholders of First US Bancshares, Inc. (the “Company”) at 10:00 a.m., Central Time, on Thursday, May 1, 2025. This year we will be conducting the annual meeting online via live webcast in order to allow our shareholders and other attendees to participate from any location. Details regarding how to participate in the virtual annual meeting and the business to be conducted are more fully described in the accompanying notice of the annual meeting and proxy statement.

We have enclosed a notice of the meeting, a proxy statement, a proxy card and the Annual Report to Shareholders for 2024 and hope that you will study the enclosed materials carefully and participate in the virtual meeting.

Whether or not you plan to participate in the meeting, please complete, sign and date the enclosed proxy card and return it as promptly as possible. You may return the proxy card by mail in the accompanying envelope, or you may vote your shares via the internet or by telephone. Please review the instructions on each of these options in the proxy statement and on your proxy card. You may revoke your proxy by voting during the meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time before the proxy is voted.

Sincerely,

James F. House Chairperson of the Board President and Chief Executive Officer

Robert Stephen Briggs Lead Independent Director Vice Chairperson of the Board

March 27, 2025

3291 U.S. Highway 280

Birmingham, Alabama 35243

(205) 582-1200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF FIRST US BANCSHARES, INC.:

First US Bancshares, Inc. (the “Company”) will hold its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format via live webcast on Thursday, May 1, 2025, at 10:00 a.m., Central Time, for the following purposes:

(1)to elect 11 directors of the Company to serve for the ensuing year;
(2)to ratify the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 2025;
(3)to approve, on an advisory basis, the Company’s executive compensation; and
(4)to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of such meeting.

The Board of Directors of the Company has fixed the close of business on March 12, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A complete list of the shareholders of the Company will be available and open for examination by any shareholder of the Company during ordinary business hours beginning April 21, 2025.

All shareholders are cordially invited to participate in the virtual Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MZ6SKCF. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card if you request a hard copy of the proxy materials. Information about the Annual Meeting, including further instructions on how to participate in the Annual Meeting, can be found at the following website: www.edocumentview.com/FUSB.

Whether or not you plan to participate during the Annual Meeting, you are requested to complete, sign and date the enclosed proxy card and send it promptly by mail in the envelope provided for this purpose, or vote your shares via the internet or by telephone using the instructions provided in the proxy statement and on your proxy card. The proxy may be revoked by voting during the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time prior to the voting thereof.

By Order of the Board of Directors,

Beverly J. Dozier

Corporate Secretary

Birmingham, Alabama

March 27, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2025: THE COMPANY’S PROXY STATEMENT AND 2024 ANNUAL REPORT ARE AVAILABLE AT www.edocumentview.com/FUSB.

PROXY STATEMENT

TABLE OF CONTENTS

Page
INTRODUCTION1
Shareholders Eligible to Vote2
How to Participate in the Annual Meeting2
Information About a Quorum2
Vote Required to Approve Proposals2
Abstentions3
Voting Shares Held in “Street Name”3
PROPOSAL 1: ELECTION OF DIRECTORS4
Information About Director Nominees5
Information About Executive Officers Who Are Not Also Directors8
CORPORATE GOVERNANCE10
Director Independence10
Company Leadership Structure11
Risk Oversight11
Board Structure and Committees11
Consideration of Director Nominees13
Shareholder Communications with the Board15
TRANSACTIONS WITH RELATED PERSONS16
Policy and Procedures Regarding Related Person Transactions16
Certain Transactions with Related Persons16
EXECUTIVE COMPENSATION17
Compensation Philosophy and Objectives17
Compensation Governance Best Practices17
Oversight of the Compensation Program18
Compensation Consultant18
Benchmarking18
Elements of Executive Compensation19
Insider Trading Policy; Prohibition on Pledging and Hedging of Company Stock and Equity Award Repricing22
Consideration of Prior Shareholder Advisory Vote on Executive Compensation23
COMPENSATION COMMITTEE REPORT23
SUMMARY COMPENSATION TABLE24
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END25
Employment Agreement with Mr. House26
Potential Payments Upon Termination or Change in Control26
PAY VERSUS PERFORMANCE28
DIRECTOR COMPENSATION31
Fees31
Equity Compensation31
Stock Ownership Guidelines for Non-Employee Directors31
Director Retirement Agreements31
Equalization Stipend32
Deferral Plan32
2024 Director Compensation Table33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT35
DELINQUENT SECTION 16(a) REPORTS37
AUDIT COMMITTEE REPORT38
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS39
General39
Pre-Approval Policies and Procedures40
Audit and Other Service Fees40
Vote Required; Board Recommendation41
PROPOSAL 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION42
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING43
OTHER MATTERS43

3291 U.S. Highway 280

Birmingham, Alabama 35243

(205) 582-1200

PROXY STATEMENT

FOR THE

2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 1, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.