DEF 14A of United Bankshares Inc/WV, Apr 1, 2026

DEF 14A of United Bankshares Inc/WV

Filed Apr 1, 2026 · FY20250001193125-26-135771

Open on EDGAR

  1. List of Shareholders

    List of Shareholders If a shareholder requests a list of shareholders entitled to vote at the 2026 Annual Meeting for purposes of soliciting the shareholders or sending a written communication to the shareholders, then the Company will either: (i) provide the list to the requesting shareholder upon receipt of an affidavit of the requesting shareholder that he or she will not use the list for any purpose other than to solicit shareholders with respect to the 2026 Annual Meeting; or (ii) mail the requesting shareholder’s materials to the shareholders.

  2. List of Shareholders

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  3. List of Shareholders

    The Board of Directors currently consists of one class of fifteen (15) directors. Fourteen (14) directors are standing for election at the 2026 Annual Meeting, as J. Paul McNamara is not standing for re-election. Fourteen (14) directors will be elected at our 2026 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in 2027. The Company’s Restated Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board of Directors. For the election of directors at the 2026 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at fourteen (14). The persons named in the enclosed proxy intend to vote the proxy for the election of each of the fourteen (14) nominees, unless you otherwise indicate on the proxy card, including that your vote should be withheld from any or all of such nominees. Each nominee elected as a director will continue in office until his or her successor has been elected or until his or her death, resignation or retirement. The Board of Directors has proposed the following nominees for election as directors with terms expiring at the 2027 Annual Meeting: Richard M. Adams, Richard M. Adams, Jr., Charles L. Capito, Jr., Peter A. Converse, Dr. Sara DuMond, Michael P. Fitzgerald, Dr. Patrice A. Harris, Diana Lewis Jackson, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. All of the nominees are directors standing for re-election. We expect each nominee for election as a director to be able to serve if elected. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. The principal occupation, current public company directorships and public company directorships held at any time during the past five (5) years, and the specific experience, qualifications, attributes and skills considered by the Board in concluding that the nominees are qualified to serve as directors of the Company are set forth on the following pages. Of our fourteen (14) director nominees, four (4) are female, two (2) of whom are African-American. Age is of the record date of March 5, 2026.

  4. List of Shareholders

    | 2026 Director Nominee Overview | | | | | | | Name | Age | Director Since | Principal Experience/ Occupation | Committee Assignments | Independent | | Richard M. Adams | 79 | 1984 | Executive Chairman, United Bankshares, Inc. | Executive (Chair) | No | | Richard M. Adams, Jr. | 57 | 2022 | CEO, United Bankshares, Inc. | Executive | No | | Charles L. Capito, Jr. | 71 | 2021 | Former Managing Director, Wells Fargo Advisors | Risk | Yes | | Peter A. Converse | 75 | 2014 | Former President & CEO, Virginia Commerce Bancorp, Inc. | Executive | Yes | | Sara DuMond, MD, FAAP | 53 | 2024 | Pediatrician & the Founder/ CEO of Pediatric Housecalls, PLLC | Risk | Yes | | Michael P. Fitzgerald | 69 | 2016 | Former Co-Founder, Chairman, CEO & President, Bank of Georgetown | N/A | No | | Patrice A. Harris, MD, MA, FAPA | 66 | 2020 | Psychiatrist & CEO/Principal of Health Strategies Enterprises, LLC | Compensation & Human Capital Executive Governance & Nominating | Yes | | Diana Lewis Jackson | 63 | 2022 | President & Founder of Action Facilities Management | Risk | Yes | | Mark R. Nesselroad | 70 | 2011 | CEO of Glenmark Holding LLC | Risk (Chair) Governance & Nominating Executive Audit Compensation & Human Capital | Yes | | Lacy I. Rice, III | 64 | 2022 | Co-Founder & Managing Partner, Federal Capital Partners | Audit | Yes | | Albert H. Small, Jr. | 69 | 2018 | Founder & President of Renaissance Centro Inc., LLC | Risk | Yes | | Mary K. Weddle | 75 | 2004 | CPA & Former EVP of The Long & Foster Companies | Risk Audit | Yes | | Gary G. White | 76 | 2008 | Business Consultant | Audit (Chair) Executive Compensation & Human Capital Governance & Nominating | Yes | | P. Clinton Winter | 78 | 1996 | President of Bray & Oakley Insurance Agency, Inc. | Compensation & Human Capital (Chair) Executive Audit Governance & Nominating | Yes |

  5. List of Shareholders

    The Board of Directors recommends a vote “FOR” the election of each of these nominees for Director.

  6. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | RICHARD M. ADAMS, 79, is the Executive Chairman of United and the Chairman of the Board of United Bank. Mr. Adams previously served as the Chairman of the Board and Chief Executive Officer of United from 1984 until 2022. Mr. Adams also served as the Chairman of the Board and Chief Executive Officer of United Bank, Inc., a former subsidiary of United, Chief Executive Officer of The Parkersburg National Bank (“PNB”), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of the Company since 1984. | | Mr. Adams has worked in the banking industry for more than 55 years and successfully served as the Company’s Chairman of the Board and Chief Executive Officer for 46 years before becoming Executive Chairman. During this time, Mr. Adams has guided the Company through 34 acquisitions, growing the Company from a single-office $100 million bank to over 240 offices in eight states and Washington, D.C. with $33.7 billion in assets. Mr. Adams has the experience and expertise necessary to understand the opportunities and challenges facing the Company as Executive Chairman. Mr. Adams is very familiar with the Company’s business, industry, regulatory requirements, and markets. Mr. Adams is a member of the Bank Policy Institute, and the World President’s Organization, and is a board member of the West Virginia Chamber of Commerce. Mr. Adams is a past Chairman of the Board of Directors of the West Virginia Business Roundtable, the West Virginia Chamber of Commerce, the West Virginia Bankers Association, West Virginia Kids Count, and Eastern States Bankcard Association in New York. He has been a member of the International Financial Conference and has served on the American Bankers Association Governing Council. Mr. Adams has also served on the Board of the Federal Reserve Bank, the Office of the Comptroller of the Currency Regional Advisory Council, the Young President’s Organization of America, the West Virginia United Health System and the Rotary Club. Mr. Adams also serves as Chairman of the Executive Committee. | | RICHARD M. ADAMS, JR., 57, is the Chief Executive Officer of United and the Vice-Chairman of United Bank. Mr. Adams, Jr. previously served as President of United from 2014 until 2022 and as an Executive Vice-President of United from 2000 to 2014. Mr. Adams, Jr. also served as President of United Bank, Inc. Mr. Adams, Jr. has been a director of the Company since 2022. | | Mr. Adams, Jr. successfully served as the Company’s President for over seven years before becoming the Chief Executive Officer. Mr. Adams, Jr. has served in a managerial capacity at the Company for almost 25 years. In his role as President of United, Mr. Adams, Jr. was responsible for overseeing the operation of day-to-day banking activities including all sales and service lines of business, including commercial and consumer lending, retail banking and wealth management. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company’s values and strategy. Prior to joining United, Mr. Adams, Jr. worked as an associate at Bowles Rice, LLP and practiced law in the areas of Commercial Law, Real Estate, Employment Law and Litigation. Mr. Adams, Jr. received his law degree from the Washington and Lee School of Law and is a member of the West Virginia State Bar Association and the American Bar Association. Mr. Adams, Jr. is active in several community and industry-based organizations, including the Federal City Council, the American Bankers Council, the Bank Policy Institute, and the Mid-Size Bank Coalition of America. Mr. Adams, Jr. formerly served on the Board of Directors for the Virginia Bankers Association and is also a past Chairman of the West Virginia Bankers Association and the West Virginia Bankers Trust Division. Mr. Adams, Jr. is a former director of Energy Services of America, Inc. (NASDAQ:ESOA). Mr. Adams, Jr. is a member of the Executive Committee. |

  7. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | CHARLES L. CAPITO, JR., 71, is the former Managing Director of the Wells Fargo Advisors Complex in West Virginia. Mr. Capito is a director of United Bank. Mr. Capito has been a director of the Company since 2021. | | Mr. Capito is highly credentialed as a finance executive and financial advisor and has overseen the management of billions of dollars in assets throughout his career. While at Wells Fargo, Mr. Capito was responsible for managing seven offices. In this capacity, Mr. Capito was responsible for the prudent management of the firm’s resources, building local partnerships and recruiting talent while creating an inclusive environment of teamwork and innovation. Prior to his position with Wells Fargo, Mr. Capito was an Executive Vice President and Director of Business Development for United Bank where he provided leadership for the implementation of sales initiatives and other private wealth management strategies. While at United Bank, Mr. Capito served as a member of the United Brokerage Services, Inc. board. Mr. Capito is a member on the West Virginia University Board of Governors, a trustee for the Charleston Area Medical Center, Inc. and a director of Vandalia Health. Mr. Capito serves as the Audit Committee Chairman for Vandalia Health and is a member of the Executive Committee for both the Charleston Area Medical Center, Inc. and Vandalia Health. Mr. Capito is also a member of the Executive Committee and President of the International Neighbors Club 1 (of Washington, D.C.) and a member of the Executive Council for the Congressional Families Cancer Prevention Program. Mr. Capito previously served as the President of the Board for the Congressional Club Museum and Foundation in Washington, D.C. Mr. Capito is a member of the Risk Committee. | | PETER A. CONVERSE, 75, is the former President and Chief Executive Officer of Virginia Commerce Bancorp, Inc. and Virginia Commerce Bank. Mr. Converse is a director of United Bank. Mr. Converse has been a director of the Company since 2014. | | Mr. Converse has extensive community banking experience of over 40 years in the Washington, D.C. area. He served as President, Chief Executive Officer and a director of Virginia Commerce Bancorp, Inc. for 20 years until January 2014 when Virginia Commerce Bancorp, Inc. was acquired by United. Prior to that, Mr. Converse was the Senior Vice President/Chief Lending Officer for Federal Capital Bank from March 1992 to December 1993; Senior Vice President of Bank of Maryland from October 1990 to March 1992; and Executive Vice President/Chief Lending Officer for Century National Bank from May 1986 to July 1990 and Senior Vice President/Chief Lending Officer for Central National Bank from July 1979 to April 1986. Mr. Converse is a member of the Executive Committee. | | SARA DuMOND, MD, FAAP, 53, is a practicing pediatrician and the founder and Chief Executive Officer of Pediatric Housecalls, PLLC. Dr. DuMond is a director of United Bank. Dr. DuMond has been a director of the Company since 2024. | | Dr. DuMond practiced general pediatrics at a private group practice in the Lake Norman, N.C. area before establishing Pediatric Housecalls, PLLC in 2011. Dr. DuMond is a highly accomplished and respected leader of her industry who does incredible work to better her community. Dr. DuMond graduated from West Virginia University with a bachelor’s degree in physical therapy and went on to earn her medical degree from the West Virginia University School of Medicine with Alpha Omega Alpha distinction, the highest honor society for physicians in the U.S. Dr. DuMond completed her residency in pediatrics at Carolinas Medical Center. Dr. DuMond is a fellow of the American Academy of Pediatrics and a member of the North Carolina Medical Society and Mecklenburg Medical Society. In addition to managing her clinical practice, Dr. DuMond has served on numerous advisory boards as an advocate for evidence-based child health information, including Dr. Brown’s Expert Medical Panel, American Baby Magazine, WebMD, and KidsHealth.org. She has also served as a volunteer relief physician in Guatemala with Medical Missions Ministries and is active in Mecklenburg Community Church. Dr. DuMond is a member of the Risk Committee. |

  8. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | MICHAEL P. FITZGERALD, 69, is the former Co-Founder, Chairman, Chief Executive Officer and President of Bank of Georgetown. Mr. Fitzgerald is Vice Chairman and a director of United Bank. Mr. Fitzgerald is the former President of United Bank. Mr. Fitzgerald has been a director of the Company since 2016. | | Mr. Fitzgerald has over 40 years of experience helping businesses achieve their financial goals through his work in the Washington, D.C. area commercial banking industry. His career prior to Bank of Georgetown included a variety of senior executive roles at some of the region’s most prestigious banking institutions. He served as Senior Vice President of Sequoia Bank (and subsequently United Bank post-merger) with responsibilities for all commercial banking operations in Maryland as well as oversight of government contractor banking efforts throughout the region. Mr. Fitzgerald began his banking career with Riggs Bank, where for 15 years he served in several capacities including Corporate Banking, Special Assistant to the Chairman, and President and Chief Executive Officer of The Riggs National Bank of Maryland. He is a former director of the Federal Home Loan Bank of Atlanta. | | PATRICE A. HARRIS, MD, MA, FAPA, 66, is a practicing psychiatrist trained in child/adolescent and forensic psychiatry. Dr. Harris is the Chief Executive Officer and Principal of Health Strategies Enterprises, LLC, a private practice and consulting business, Medical Director of Odyssey Family Counseling and Co-Founder of eMed. Dr Harris is also a former Chief Executive Officer of e-Med and former president of the American Medical Association (“AMA”). Dr. Harris is a director of United Bank. Dr. Harris has been a director of the Company since 2020. | | Paving her way to success in the medical field, Dr. Harris is a passionate leader, an internationally recognized expert and an advocate for improving the lives of children and serving others on both local and national levels. In June 2019, Dr. Harris became the first African-American woman to be president of the AMA, the largest association of physicians and medical students in the U.S. She served on the AMA Board of Trustees from 2011 to 2021and chaired of the AMA Opioid Task Force from its inception until 2021. Apart from the AMA, she has also held leadership positions with the American Psychiatric Association (“APA”), the Medical Association of Georgia, The Big Cities Health Coalition, and the Georgia Psychiatric Physicians Association. She was also the founding president of the Georgia Psychiatry Political Action Committee. Dr. Harris earned a bachelor’s degree in psychology, master’s degree in counseling psychology and medical degree from West Virginia University. She completed residencies and a fellowship at Emory University, and now serves as an adjunct assistant professor in the Emory Department of Psychiatry and Behavioral Sciences and adjunct clinical assistant professor in psychiatry and behavioral sciences at Morehouse School of Medicine. A Fellow of the APA, she continues in private practice and consults with both public and private organizations on health service delivery and emerging trends in practice and health policy. Dr. Harris is also a director of Acadia Healthcare Company, Inc. (NASDAQ:ACHC). Dr. Harris brings her leadership skills to her role as a director of the Company and as a member of the Compensation and Human Capital, Executive, and Governance and Nominating Committees. |

  9. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | DIANA LEWIS JACKSON, 63, is the President and Founder of Action Facilities Management (“AFM”). Ms. Lewis Jackson is a director of United Bank. Ms. Lewis Jackson has been a director of the Company since 2022. | | AFM is a government and commercial contract firm specializing in building integrated facilities maintenance, janitorial/sanitation, administrative and security services with just under 400 employees in ten (10) states and Washington, D.C. AFM has championed diversity through its employment practices and retention programs, and is proud to be among the minority and women-owned small businesses that represent West Virginia. For the past several decades, Ms. Lewis Jackson has provided her time, leadership and generosity into a myriad of organizations that prioritize education, health, support for the disadvantaged, and local entrepreneurship. She currently serves on the Discover the Real West Virginia Foundation, West Virginia Higher Education Policy Commission, West Virginia Regional Technology Park Board of Directors, WVU Medicine Cancer Institute Council, the United Bank Advisory Board, and numerous other committees and boards. Ms. Lewis Jackson was previously appointed to the WVU Board of Governors and the WVU Hospital Board of Directors. Among her many awards, she was elected to the West Virginia Business Hall of Fame in 2021, selected as Small Business Prime Contractor of the Year in 2020, SBA’s 8(a)-Graduate of the Year in 2016 and the West Virginia Small Business Person of the Year in 2013. Ms. Lewis Jackson brings her knowledge of government contracting, her leadership skills and her experience on boards of directors to her role as a director of the Company and as a member of the Risk Committee. | | J. PAUL MCNAMARA, 77, is the Chairman of Potomac Capital Advisors and the former President and Chief Operating Officer of Sequoia Bancshares, Inc. Mr. McNamara is a current director and a former Vice Chairman of United Bank. Mr. McNamara has been a director of the Company since 2003. | | Currently, Mr. McNamara is the Chairman of Potomac Capital Advisors, a privately held real estate investment company. Mr. McNamara has spent over 50 years in the banking industry. Mr. McNamara was the President and Chief Operating Officer of Sequoia Bancshares for 15 years. Prior to Sequoia, Mr. McNamara worked for Manufacturers Hanover Trust Company for three years and the National Bank of Washington for 12 years where he held several senior management positions. Mr. McNamara has gained valuable insight through his banking experience in senior management positions into retail banking, commercial banking, and bank operations and systems. Mr. McNamara brings this extensive knowledge of the banking industry to his role as a director of the Company, Chairman of the Governance and Nominating Committee, and as a member of the Executive, Compensation and Human Capital and Risk Committees. | | MARK R. NESSELROAD, 70, is the Chief Executive Officer of Glenmark Holding Limited Liability Company, a real estate development company. Mr. Nesselroad is a director of United Bank. Mr. Nesselroad has been a director of the Company since 2011. | | Prior to serving on United’s Board, Mr. Nesselroad served on Centra Financial Holdings, Inc.’s Board of Directors from 2003 to July 2011. He was a member of Centra’s audit committee, executive committee, compensation committee and finance committee. Mr. Nesselroad is a real estate developer in one of United’s key markets. Mr. Nesselroad currently serves on the Board of Directors of the Mylan Park Foundation, Inc. and he formerly served on the Board of Directors of the West Virginia Housing Development Fund, the West Virginia United Health System, the Morgantown Community Resource Inc. and the EdVenture Group. Mr. Nesselroad brings his knowledge of commercial real estate in a key geographic market of United as well as his extensive experience on boards of directors and committees to his role as a director of the Company and as the Chairman of the Risk Committee and a member of the Governance and Nominating, Executive, Audit and Compensation and Human Capital Committees. |

  10. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | LACY I. RICE, III, 64, is the co-founder and managing partner of Federal Capital Partners (“FCP”). Mr. Rice is a director of United Bank. Mr. Rice has been a director of the Company since 2022. | | FCP is a privately held real estate investment company that acquires, operates, and develops residential and commercial assets nationally. In addition, FCP deploys capital in residential and commercial product sectors through joint venture equity, mezzanine debt, and preferred equity investments. Mr. Rice has over 35 years of experience in real estate investment and corporate finance. Prior to founding FCP, Mr. Rice was a Principal at The Carlyle Group and served on the company’s real estate funds Investment Committee. Prior to Carlyle, Mr. Rice worked at companies including Alex. Brown, Haas & Haynie Corporation, and Chemical Bank. Mr. Rice is a Board Member of the National Multifamily Housing Council, member of the NMHC Affordable Housing Council, and member of the Urban Land Institute. He also serves on the Board of The Boys & Girls Clubs of Greater Washington. He is a former member of the Board of Shepherd University, the BB&T Advisory Board, and the Mercersburg Academy Alumni Council. Mr. Rice was Board Chairperson of American Community Properties Trust (NYSE: APO), which FCP purchased and took private. Mr. Rice brings his knowledge of commercial real estate in key geographic markets of United and his experience on boards of directors to his role as a director of the Company and as a member of the Audit Committee. | | ALBERT H. SMALL, JR., 69, is the founder and president of Renaissance Centro Inc., LLC and the founder of the former Renaissance Housing Corporation. Mr. Small is a director of United Bank. Mr. Small has been a director of the Company since 2018. | | Renaissance Centro Inc., LLC is a nationally recognized real estate development firm located in the Washington, D.C. area, specializing in residential, commercial and hotel development. Renaissance Housing Corporation is one of Washington, D.C.’s most highly recognized luxury home builders and high-rise tower developers. During Mr. Small’s more than 20 years at Renaissance Housing Corporation, the firm developed over a thousand homes, apartments and lots. Mr. Small is a well-known businessman and community member in the Washington, D.C. area and brings significant knowledge of commercial real estate development and management in a key geographic market of United. Mr. Small is the Vice Chair of the Board for Tulane University and a former director of Griffin Industrial Realty, Inc. and Indus Realty Trust. Mr. Small is active in World Presidents’ Organization, Chief Executive Organization, Urban Land Institute, civic boards and philanthropic organizations. Mr. Small is a member of the Risk Committee. | | MARY K. WEDDLE, 75, is a Certified Public Accountant (“CPA”) and a former Executive Vice President of The Long & Foster Companies. Ms. Weddle is a director of United Bank. Ms. Weddle has been a director of the Company since 2004. | | Ms. Weddle has spent her career in real estate and related financial services. For over 20 years, she was in management and leadership roles in the real estate industry. Her former employer, The Long & Foster Companies, was, at the time, the nation’s largest, privately held real estate company. In her most recent position as Executive Vice President and head of Operations, which she held for almost 15 years, she skillfully brought together a team responsible for a wide variety of diverse activities, such as legal, marketing, information technology, human resources, and accounting. Her expertise as head of Operations covered strategic planning and the design and implementation of efficient systems and processes for distribution to thousands of internal and external users. She also understands customer service and consumer behavior. She brings this broad and relevant experience to her role as a director of the Company and as a member of the Risk Committee and Audit Committee, where she has served as a financial expert for many years. Her designation and ongoing qualifications as a CPA give her the ability to analyze and understand the financial aspects of business. |

  11. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills | | GARY G. WHITE, 76, is the Principal of JRW, LLC, a consulting firm, and the President and Chief Executive Officer of Gilbert Development, Inc. He is the former Interim President of Marshall University, the former President and Chief Operating Officer of International Resource Partners LP and the former President and Chief Executive Officer of International Industries, Inc. Mr. White is also the former President and Chief Executive Officer of the West Virginia Coal Association. Mr. White is a director of United Bank. Mr. White has been a director of the Company since 2008. | | Mr. White has served in several senior management positions in the coal industry for over 40 years. Mr. White also has more than 20 years of executive level experience with non-profit entities, which provides him with a broad perspective on business operations. Mr. White has good knowledge of the basic industries in the Company’s primary market areas. Mr. White has been a past director of another publicly traded banking company. Mr. White brings this expertise in corporate management to his role as a director of the Company and as Chairman of the Audit Committee and as a member of the Executive, Compensation and Human Capital and Governance and Nominating Committees. | | P. CLINTON WINTER, 78, is the President of Bray & Oakley Insurance Agency, Inc. Mr. Winter is a director of United Bank. Mr. Winter has been a director of the Company since 1996. | | Mr. Winter has spent over 35 years working in the insurance and financial services industries. Mr. Winter’s experience as President of Bray & Oakley Insurance Agency, as well as a past chairperson of an audit committee of an acquired banking company, has provided him with significant financial experience. Mr. Winter also served on the executive committee and was the chairperson of the compensation committee for this acquired banking company. Through his long experience with the insurance and financial services industries, Mr. Winter possesses expertise in financial and risk management matters, as well as business development and marketing. Mr. Winter brings this knowledge of financial and risk management to his role as a director of the Company, the Chairman of the Compensation and Human Capital Committee and as a member of the Executive, Audit and Governance and Nominating Committees. Mr. Winter also serves as the Lead Director of the independent directors of the Board. |

  12. Board Leadership Structure

    Board Leadership Structure The Board does not have a fixed policy regarding the separation of the offices of the Chairman and the Chief Executive Officer and believes it should maintain the flexibility to establish a leadership structure that fits the needs of the Company and its shareholders at any particular point in time. The Board of Directors regularly evaluates the Board’s leadership structure to ensure it continues to be in the best interests of the Company and its shareholders. The Board is led by an Executive Chairman selected by the Board. Richard M. Adams is the Company’s Executive Chairman and Richard M. Adams, Jr. is the Company’s Chief Executive Officer. Mr. Adams moved to Executive Chairman on April 1, 2022 after serving as the Company’s Chief Executive Officer and the Chairman of the Board since 1984. Prior to this, Mr. Adams served as the Chief Executive Officer of The Parkersburg National Bank (“PNB”), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of United since 1984. Mr. Adams has worked in the banking industry for more than 50 years and has successfully served as the Company’s Chairman and Chief Executive Officer for over 45 years. Mr. Adams is a significant shareholder reporting beneficial ownership of 1,202,299 shares, closely aligning his interests with those of the Company’s shareholders. Prior to being appointed as the Company’s Chief Executive Officer on April 1, 2022, Mr. Adams, Jr. successfully served as the Company’s President for over seven years and has served in a managerial capacity at the Company for over 21 years. Mr. Adams, Jr. had been President of the Company since 2014 and Executive Vice President of the Company from 2000 to 2014. Mr. Adams, Jr. is the Vice Chairman of United Bank. Mr. Adams, Jr. joined the Company in 1994. Also effective April 1, 2022, Mr. Adams, Jr. was appointed a director of the Company. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company’s values and strategy. Mr. Adams, Jr. beneficially owns 224,224 shares of United stock. The Board of Directors recognizes the importance of a strong independent board. The Board of Directors maintains a supermajority of independent directors, designates a lead independent director, has regular meetings of the independent directors in executive session without the presence of insiders, has a succession plan for incumbent management and determines management compensation by a committee of independent directors. P. Clinton Winter serves as the Board of Directors’ Lead Independent Director. The Lead Independent Director’s duties and responsibilities include: setting the agenda for and presiding over meetings of the independent directors; advising the Executive Chairman as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties; acting as a “sounding board” and advisor to the Executive Chairman; contributing to the performance review of the Executive Chairman; and staying informed about the strategy and performance of the Company and reinforcing that expectation for all Board members. Mr. Winter is the Chairman of the Compensation and Human Capital Committee, and also serves on the Board of Directors’ Audit, Executive, and Governance and Nominating Committees. He has been a director of the Company since 1996 and is a significant shareholder with reported beneficial ownership of 553,132 shares.

  13. Independence of Directors

    Independence of Directors The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director and each nominee for director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively determine whether each director and each nominee for director has any relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Governance and Nominating Committee met on February 19, 2026 to determine the independence of the current members and the nominees for director of the Board of Directors. At the meeting, the Governance and Nominating Committee reviewed the directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest, as well as information provided by management related to transactions, relationships, or arrangements between the Company and the directors or parties related to the directors. Based on the subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules, the Governance and Nominating Committee determined that the following members of the Board of Directors are independent: Charles L. Capito, Jr., Peter A. Converse, Dr. Sara DuMond, Dr. Patrice A. Harris, Diana Lewis Jackson, J. Paul McNamara, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. The NASDAQ listing standards contain additional requirements for members of the Compensation and Human Capital Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors serving on each of these committees are independent under the additional requirements applicable to such committees. The Governance and Nominating Committee considered the transactions described under the heading “Related Party Transactions,” as well as the following relationships in evaluating the independence of the Company’s independent directors and determined that none of the relationships constitute a material relationship with the Company. • United’s subsidiaries provided lending and/or other financial services to certain members of the Company’s Board of Directors, their immediate family members, and/or their affiliated organizations during 2025 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence. • Peter A. Converse received compensation in each of 2023, 2024 and 2025 for services performed under a contract with United Bank as an independent contractor. Because Mr. Converse has not been paid more than $120,000 in each of the last three years and his relationship with United Bank is that of an independent contractor, Mr. Converse satisfied the standards for independence. • JRW, LLC rents office space from the Company’s banking subsidiary at its Aracoma, West Virginia location. Gary G. White is the sole owner of JRW, LLC. The total amount of rent paid to United Bank by JRW, LLC was well below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence. • Albert H. Small, Jr. owns an interest in 1700 K Street Associates, LLC in an aggregate amount of less than 5%. The Company’s banking subsidiary commenced leasing office space from 1700 K Street Associates in 2019. Because Mr. Small’s interest in this limited liability company is less than 10% and he is not a managing member or executive officer, this relationship satisfies the standards for independence. • Action Facilities Management, Inc., an entity affiliated with Diana Lewis Jackson, was awarded a contract, using a competitive bid process, to provide unarmed security guard services for the Company’s banking subsidiary in 2025. Payments for these services did not exceed 5% of Action Facilities Management, Inc.’s revenues for 2025, and therefore, the relationship satisfied the standards for independence pursuant to the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards. The Governance and Nominating Committee concluded that the two transactions described under the heading “Related Party Transactions” involving Charles L. Capito, Jr.’s son and an entity affiliated with Lacy I. Rice, III satisfied the standards for independence under the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards and therefore did not impact the independence of Messrs. Capito and Rice. The amount paid by United to the law firm where Mr. Capito’s son was a shareholder in 2025 did not exceed 5% of the firm’s revenues, and United’s portion of the management fees to be paid to an entity that Mr. Rice controls and indirectly owns will not exceed $200,000. The Governance and Nominating Committee determined that the following members of the Board of Directors and the nominees for director are not independent: Richard M. Adams, Richard M. Adams, Jr., and Michael P. Fitzgerald. Messrs. Adams, Adams, Jr., and Fitzgerald are not independent because these directors are currently employed by the Company or its banking subsidiary. The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

  14. Risk Management Oversight

    Risk Management Oversight The Board of Directors’ role in the risk management process is to provide oversight of the Company’s Enterprise Risk Management Program. This program and the processes related thereto focus on the following seven risk categories: credit risk, liquidity risk, information security risk, market risk, operational risk, regulatory risk, and strategic risk. The Board of Directors, through the adoption of Company policies, defines risk exposure limits for each of these risk categories, taking into consideration the Company’s strategic goals and objectives, as well as current market conditions. The Board of Directors’ risk management oversight is provided primarily by the Board of Directors’ Risk Committee. This oversight includes the appointment and annual review of the Company’s Chief Risk Officer and Information Officer, the approval of outsourced or co-sourced risk management arrangements, the review of significant reports to management prepared by the Company’s Risk Management Department and the timeliness of management’s responses, and the discussion with management regarding the responsibilities, budget, staffing, and scope of the Company’s Risk Management Department. At the management level, the ultimate responsibility for oversight of the risk management function lies with the Chief Risk Officer and Information Officer. The Chief Risk Officer and Information Officer is an executive officer of the Company who reports directly to the Board of Directors’ Risk Committee Chairman. The Chief Risk Officer and Information Officer provides regular risk management reports to the Board of Directors’ Risk Committee and the full Board of Directors, as well as at meetings of the independent directors. The Chief Risk Officer and Information Officer has established various management-level committees under the Enterprise Risk Management Program that promote proper risk management practices throughout the Company. Reports are prepared by management and presented to the Board of Directors’ Risk Committee and the full Board of Directors on a regular basis. In addition to the oversight of the Board of Directors’ Risk Committee, the Board of Directors’ Compensation and Human Capital Committee oversees the Company’s compensation policies and arrangements with the objective of encouraging appropriate levels of risk taking by management with respect to the Company’s strategic goals and determining whether any of them give rise to risks that are reasonably likely to have a material adverse effect on the Company. The Board of Directors’ Audit Committee oversees the Company’s financial risk management and internal controls, as well as its response to risks within the Company’s governance, operations and information systems. Finally, the Board of Directors’ Governance and Nominating Committee also plays a key role related to risk management by ensuring the Company’s leadership structure is appropriate and by carefully reviewing the responsibilities of each Board Committee to ensure that all significant risk categories are addressed by at least one Committee. The Audit Committee, the Compensation and Human Capital Committee, the Board of Directors’ Risk Committee and the Governance and Nominating Committee are comprised entirely of independent directors.

  15. Board and Committee Membership

    Board and Committee Membership The committee descriptions and membership set forth below are those applicable as of the mailing date of this proxy statement. During 2025, the Board of Directors met six times. The Board of Directors of the Company has five standing committees: The Executive Committee, Audit Committee, Compensation and Human Capital Committee, Risk Committee and Governance and Nominating Committee. During 2025, each incumbent director attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and all committees of the Board on which he or she served. Although there is no formal written policy, attendance at the annual meeting by directors is expected. All fifteen (15) of the incumbent directors of United attended the 2025 Annual Meeting. The Company’s independent directors also held two meetings during 2025.

  16. Board and Committee Membership

    | Name | Executive | Audit | Compensation & Human Capital | Risk | Governance & Nominating | | Richard M. Adams | C | | | | | | Richard M. Adams, Jr. |  | | | | | | Charles L. Capito, Jr. | | | |  | | | Peter A. Converse |  | | | | | | Sara DuMond | | | |  | | | Michael P. Fitzgerald | | | | | | | Patrice A. Harris |  | |  | |  | | Diana Lewis Jackson | | | |  | | | J. Paul McNamara |  | |  |  | C | | Mark R. Nesselroad |  |  |  | C |  | | Lacy I. Rice, III | |  | | | | | Albert H. Small, Jr. | | | |  | | | Mary K. Weddle | |  | |  | | | Gary G. White |  | C |  | |  | | P. Clinton Winter |  |  | C | |  |

  17. Board and Committee Membership

    C = Chairperson

  18. The Executive Committee

    The Executive Committee The Executive Committee is currently comprised of eight directors: Richard M. Adams, Chairman, Richard M. Adams, Jr., Peter A. Converse, Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or the provisions of the Amended and Restated Articles of Incorporation or Restated Bylaws of the Company. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. The Executive Committee is governed by the Executive Committee charter which is available on the corporate website under Resources and Governance Documents at “www.ubsi-inc.com”. During 2025, the Executive Committee met two times.

  19. The Audit Committee

    The Audit Committee The Audit Committee has primary oversight responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The Audit Committee is governed by the Audit Committee charter, which is available on the corporate website under Resources and Governance Documents at “www.ubsi-inc.com”. Current members of this committee are Gary G. White, Chairman, Mark R. Nesselroad, Lacy I. Rice, III, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four times during 2025. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

  20. 2025 Executive Compensation Components

    | • | Annual cash incentive compensation |

  21. 2025 Executive Compensation Components

    | • | Long-term incentive equity-based compensation |

  22. Role of Consultants and Advisors

    Role of Consultants and Advisors The Committee periodically engages nationally recognized compensation consulting firms to provide independent advice on executive compensation matters and to evaluate the Company’s compensation programs. The Committee has the authority to retain and terminate any compensation consultant that assists with its compensation analysis. In 2025, the Committee engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its independent compensation consultant. The Committee requested and received advice from Aon with respect to all significant matters addressed by the Committee during 2025 including analysis of the Proxy Peer Group, Change in Control agreements, the Company’s 2025 Equity Incentive Plan, and compensation for the Company’s executive officers. Aon reviewed the Company’s executive compensation program and structure relating to the Proxy Peer Group and recommended market-based adjustments to the annual and long-term incentive plan designs for the NEOs. In addition, the Committee considered comparative compensation data from consultant reports, management materials, peer proxy statements, and other publicly available disclosures to assess industry practices. Finally, Aon assisted with certain calculations with respect to the executive compensation and benefits program.

  23. Proxy Peer Group

    Proxy Peer Group At the meeting held in February 2025, the Committee reviewed and approved the Company’s Proxy Peer Group. This Proxy Peer Group represented banking organizations with a market capitalization range of $2.9 billion to $9.6 billion and had an average market capitalization of $6.0 billion compared to United’s market capitalization of $5.2 billion as of early February 2025. In determining executive compensation for 2025, the Committee utilized the Proxy Peer Group, which included the following 17 companies:

  24. Proxy Peer Group

    | 2025 PROXY PEER GROUP | | | | | Peer | State | Peer | State | | Associated Banc-Corp (ASB) | Wisconsin | Hancock Whitney Corporation (HWC) | Mississippi | | Atlantic Union Bankshares Corp. (AUB) | Virginia | Old National Bancorp (ONB) | Indiana | | Bank OZK (OZK) | Arkansas | Pinnacle Financial Partners, Inc. (PNFP) | Tennessee | | Bank United Inc. (BKU) | Florida | Simmons First National Corporation (SFNC) | Arkansas | | Cadence Bank (CADE) | Mississippi | SouthState Corporation (SSB) | Florida | | Columbia Banking System (COLB) | Washington | UMB Financial Corporation (UMBF) | Missouri | | Cullen/Frost Bankers Inc. (CFR) | Texas | United Community Banks, Inc. (UCB) | Georgia | | F.N.B. Corporation (FNB) | Pennsylvania | Wintrust Financial Corporation (WTFC) | Illinois | | Fulton Financial Corp. (FULT) | Pennsylvania | | |

  25. Proxy Peer Group

    At the meeting held on February 19, 2026, the Committee adjusted the Company’s recommended Proxy Peer Group in determining executive compensation for 2026 to (i) remove Cadence Bank (CADE) following its merger with the Huntington Bancshares, (ii) remove Pinnacle Financial Partners, Inc. (PNFP) following its merger of equals with Synovus Financial, (iii) add Ameris Bancorp, Eastern Bankshares, Inc., Renasant Corporation, Valley National Bancorp, and WesBanco Inc. because of their similarity in asset size to United and other banking organizations in the Proxy Peer Group. This adjusted Proxy Peer Group represented a market capitalization range of $3.2 billion to $9.4 billion and had an average market capitalization of $5.7 billion compared to United’s market capitalization of $6.0 billion as of February 2026. In determining executive compensation for 2026, the Committee utilized the Proxy Peer Group, which included the following 20 companies:

  26. Proxy Peer Group

    | 2026 PROXY PEER GROUP | | | | | Peer | State | Peer | State | | Ameris Bancorp (ABCB) | Georgia | Hancock Whitney Corporation (HWC) | Mississippi | | Associated Banc-Corp (ASB) | Wisconsin | Old National Bancorp (ONB) | Indiana | | Atlantic Union Bankshares Corp. (AUB) | Virginia | Renasant Corporation (RNST) | Mississippi | | Bank OZK (OZK) | Arkansas | Simmons First National Corporation (SFNC) | Arkansas | | Bank United Inc. (BKU) | Florida | SouthState Corporation (SSB) | Florida | | Columbia Banking System (COLB) | Washington | UMB Financial Corporation (UMBF) | Missouri | | Cullen/Frost Bankers Inc. (CFR) | Texas | United Community Banks, Inc. (UCB) | Georgia | | Eastern Bankshares Inc. (EBC) | Massachusetts | Valley National Bancorp (VLY) | New Jersey | | F.N.B. Corporation (FNB) | Pennsylvania | WesBanco Inc. (WSBC) | West Virginia | | Fulton Financial Corp. (FULT) | Pennsylvania | Wintrust Financial Corporation (WTFC) | Illinois |

  27. Annual Incentive Plan

    Annual Incentive Plan The purpose of the Company’s Annual Incentive Plan (“AIP”) is to motivate and reward executives for their contributions to the Company’s performance by making a portion of their annual cash compensation variable and dependent upon the Company’s performance. Award Opportunity NEOs are eligible for award opportunities based upon a percentage of base salary. Actual awards can range from 0% to the percentage set forth under “Maximum” in the “Cash Incentive Range” column of the table below, depending upon the corporate performance relative to the AIP compensation goals. The Committee determines annual incentive award opportunities based on several factors, including the level of responsibility within the organization, individual performance considerations, and peer group data. The Committee established 2025 annual incentive award opportunities based on these factors and a review of market data for comparable executives included in the Aon analysis. Performance between each performance level is interpolated on a straight-line basis. The following table represents the potential award opportunity levels expressed as a percentage of base salary for each NEO of United for 2025.

  28. Annual Incentive Plan

    | Named Executive Officer | 2025 Target Cash Incentive (% of Base Salary) (1) | 2025 Target Cash Incentive | 2025 Cash Incentive Range (Threshold to Maximum, % of Base Salary) | | Richard M. Adams | 75% | $1,079,245 | 37.5% to 120% | | Richard M. Adams, Jr. | 125% | $1,443,750 | 62.5% to 200% | | James J. Consagra, Jr. | 100% | $1,050,000 | 50% to 160% | | W. Mark Tatterson | 80% | $573,300 | 40% to 128% | | Darren K. Williams | 75% | $395,301 | 37.5% to 120% |

  29. Annual Incentive Plan

    Footnote:

  30. Annual Incentive Plan

    | (1) Based on base salary in effect on the date AIP performance was determined. |

  31. Annual Incentive Plan

    Performance Measures and Goals The Committee determines performance measures and goals for the AIP each year and approves the awards of AIP compensation based on the Company’s performance against the metrics. The Committee received and considered the information provided by Aon in the design of the 2025 AIP compensation framework. The Committee considered 2025 AIP performance metrics designed to align how management, shareholders, and banking regulators assess the Company’s financial performance. The Committee determined that the following measures would focus executives on objectives that would benefit the Company and shareholders:

  32. Annual Incentive Plan

    | • | Earnings Per Share: Earnings Per Share is the ratio of after-tax earnings to average diluted shares and is a common metric used by investors to evaluate the profitability of a company. |

  33. Annual Incentive Plan

    | • | Adjusted Return on Average Assets: Adjusted Return on Average Assets is defined as the ratio of after-tax earnings to average total assets, excluding merger-related expenses. It allows investors to evaluate banks by their asset size, with loans and investment securities making up the largest components of the assets. |

  34. Annual Incentive Plan

    | • | Non-Performing Assets Ratio: Non-Performing Assets Ratio is the ratio of the sum of loans 90 days past due, non-accrual loans, restructured loans, and other real estate owned (“OREO”) to the sum of total assets, which gives investors and regulators an evaluation of a company’s asset quality, allowing them to determine if management is taking excessive risks. |

  35. Annual Incentive Plan

    The table below summarizes the 2025 performance measures and goals approved by the Committee for the NEOs. The Committee determined the absolute and peer relative goals and weightings based on a variety of factors, including the Company’s internal budget and consensus external street estimates. The Company’s actual 2025 performance results are also depicted in the table below. Performance between each performance level is interpolated on a straight-line basis.

  36. Annual Incentive Plan

    | Performance Measure | Weight | Threshold | Target | Maximum | Actual Relative Results | Level of Achievement | | Earnings Per Share | 40% | $2.64 | $2.93 | $3.22 | $3.27 | Maximum | | Adjusted Return on Average Assets | 40% | 25th Percentile | 50th Percentile | 75th Percentile | 94th Percentile | Maximum | | Non-Performing Assets Ratio | 20% | 25th Percentile | 50th Percentile | 75th Percentile | 59th Percentile | Between Target and Maximum |

  37. Annual Incentive Plan

    The AIP includes a feature that allows the Committee to adjust, in its discretion, the award that would otherwise be determined by rigid computation of the formula in the AIP. This feature was not used in determining the 2025 annual cash incentive. 2025 AIP Awards Each NEO achieved an AIP payout of 152.32% of their respective target levels, based on overall 2025 performance. The following table displays the actual annual incentive awards paid to each NEO.

  38. Annual Incentive Plan

    | Named Executive Officer | AIP Actual Payout Incentive ($) | | Richard M. Adams | $1,643,906 | | Richard M. Adams, Jr. | $2,199,120 | | James J. Consagra, Jr. | $1,599,360 | | W. Mark Tatterson | $873,251 | | Darren K. Williams | $602,124 |

  39. Chief Executive Officer Performance Evaluation

    Chief Executive Officer Performance Evaluation The CEO received an excellent performance rating overall from the Committee for 2025. During his third full year of leadership as CEO, United achieved record net income of $464.6 million and diluted earnings per share of $3.27, exceeding both budget and street consensus estimates. The Company’s net interest margin remained solid at 3.78% vs. our Proxy Peer Group average of 3.50%. The Company maintained strong expense control and asset quality remained sound with a nonperforming assets ratio of 0.33%, ranking in the 59th percentile of the Proxy Peer Group. The Company maintained the #1 deposit position in the State of West Virginia based on the FDIC’s annual deposit summary for 2025. The Company increased the dividend to shareholders for the 52nd consecutive year. United is one of only two major banking companies in the nation to have achieved such a record. This achievement is evidence of United’s consistent profitability, solid asset quality, and sound capital position. In 2025, the Company completed its 34th acquisition, that of Atlanta-based Piedmont Bancorp Inc., a $2.4 billion asset bank which expands the Company’s presence in the Southeast and Greater Atlanta Area. The Company also outperformed United’s Proxy Peer Group with reported ROAA of 1.41%, compared to the Proxy Peer Group’s average ROAA of 0.99% and median ROAA of 1.15%, ranking United’s ROAA in the 94th percentile. The Company also continued to be ranked as one of the most trustworthy banks in America by Newsweek (#1 in 2023, #2 in 2022, #4 in 2024 and 2025).

  40. Long-Term Incentive Compensation

    Long-Term Incentive Compensation United believes that a substantial portion of an executive’s pay should be granted in long-term incentive compensation and should align executive interests with those of shareholders through a combination of performance-based and time-based equity. Additionally, the Committee believes long-term incentive awards are a key component of competitive total compensation and serve to attract and retain key executives while linking a substantial portion of their pay to the attainment of preset goals. Long-Term Incentive Compensation Targets The Committee determines annual long-term incentive awards for the NEOs based on several factors, including the level of responsibility within the organization, individual performance considerations, and peer group data. The Committee established 2025 target long-term incentive award opportunities based on these factors and a review of market data for comparable executives included in the Aon analysis. The Committee set the following 2025 targets for each of the NEOs:

  41. Long-Term Incentive Compensation

    | Named Executive Officer | 2025 Target Long-Term Incentive (% of Base Salary) (1) | 2025 Target Long-Term Incentive | | Richard M. Adams | 165% | $2,305,184 | | Richard M. Adams, Jr. | 250% | $2,750,000 | | James J. Consagra, Jr. | 180% | $1,800,000 | | W. Mark Tatterson | 165% | $1,126,125 | | Darren K. Williams | 100% | $501,970 |

  42. Long-Term Incentive Compensation

    Footnote:

  43. Long-Term Incentive Compensation

    | (1) Based on base salary in effect on the date long-term incentive awards were granted. |

  44. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Design Long-term incentive awards are a mix of time-based and performance-based restricted stock units (“RSUs”). Time-based units vest ratably over three years from the date of grant. Performance-based restricted stock units cliff-vest after assessment of Company performance over a period of three years. Both the time-based and performance-based restricted stock units are subject to a one-year post-vest holding period. The number of performance-based restricted stock units that vest is determined by two metrics measured relative to the Proxy Peer Group: Adjusted Return on Average Tangible Common Equity (“Adjusted ROATCE”) and Total Shareholder Return (“TSR”). The Committee believes that two measures provide balance and are consistent with market trends and current shareholder preferences. The goals were chosen to avoid overlap with the goals used in the Company’s Annual Incentive Plan. The Committee further believes that the three-year averaging period for Adjusted ROATCE and a three-year TSR performance period create multi-year linked performance goals.

  45. Long-Term Incentive Compensation

    | Award Type | Weight | Vesting Based On | Vesting Schedule | | Performance-Based RSUs | 60% | 3-year relative TSR and Adjusted ROATCE performance | 100% vest in 2028 | | RSUs | 40% | Continued service with the Company | 33% vest in 2026, 2027, 2028 |

  46. Long-Term Incentive Compensation

    The performance measures associated with the performance-based awards are set forth in the table below. There will be no payout of the performance-based awards if the threshold performance is not achieved for that metric. Performance between each performance level is interpolated on a straight-line basis.

  47. Long-Term Incentive Compensation

    | Performance-Based RSU Measure | Weight | Measurement | Threshold | Target | Maximum | | TSR (3-Year) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | | Adjusted ROATCE (1) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | | Payout as a % of Target | | | 50% | 100% | 150% |

  48. Long-Term Incentive Compensation

    Footnote:

  49. Long-Term Incentive Compensation

    | (1) The Committee may make adjustments to ROATCE for both UBSI and its Proxy Peer Group to exclude merger-related expenses and other charges the Committee deems are not indicative of ongoing operations, in each case as deemed appropriate by the Committee. |

  50. Long-Term Incentive Compensation

    2025 Long-Term Incentive Awards The Committee determined awards for long-term incentives granted in 2025 at target for each NEO. The table below displays the breakdown between performance-based and time-based awards for each NEO.

  51. Long-Term Incentive Compensation

    | Named Executive Officer | Position | Time-Based (40% of Award) (1) | Performance-Based (60% of Award) (1) | | Richard M. Adams, Executive Chairman | $922,074 | $1,383,110 | | Richard M. Adams, Jr., Chief Executive Officer | $1,100,000 | $1,650,000 | | James J. Consagra, Jr., President | $720,000 | $1,080,000 | | W. Mark Tatterson, Chief Financial Officer, and Treasurer | $450,450 | $675,675 | | Darren K. Williams, Chief Risk and Information Officer | $200,788 | $301,182 |

  52. Long-Term Incentive Compensation

    | (1) The dollar amounts shown above differ from the dollar amounts reflected in the Summary Compensation Table and the Grants of Plan Based Awards table, which were determined pursuant to FASB ASC Topic 718 and consider the probable outcome of the market-based condition restricted stock units using a Monte Carlo simulation model fair value. |

  53. Long-Term Incentive Compensation

    The following table also displays the potential long-term incentive awards on a share basis for both the time-based and performance-based allocations. The performance-based awards listed below reflect the potential awards, based on the Company’s performance, on a share basis under multiple scenarios: “Below Threshold,” “Threshold,” “Target” and “Maximum.”

  54. Long-Term Incentive Compensation

    | | Time-Based RSUs | Performance-Based RSUs | | | | | Named Executive Officer | # of Shares | Below Threshold (# of Shares) | Threshold (# of Shares) | Target (# of Shares) | Maximum (# of Shares) | | Richard M. Adams | 25,077 | 0 | 18,808 | 37,615 | 56,423 | | Richard M. Adams, Jr. | 29,916 | 0 | 22,437 | 44,873 | 67,310 | | James J. Consagra, Jr. | 19,581 | 0 | 14,686 | 29,372 | 44,058 | | W. Mark Tatterson | 12,250 | 0 | 9,188 | 18,376 | 27,564 | | Darren K. Williams | 5,461 | 0 | 4,095 | 8,191 | 12,286 |

  55. 2023 Long-Term Incentive Payouts

    2023 Long-Term Incentive Payouts The following table outlines the performance metrics for the performance-based restricted stock units granted to the NEOs in February 2023. These are measured over a three-year period from fiscal year 2023 through 2025. Performance between each performance level is interpolated on a straight-line basis. The table also summarizes United’s performance relative to these goals over the measurement period and the performance level achieved.

  56. 2023 Long-Term Incentive Payouts

    | Goal | Weight | Measurement | Threshold | Target | Maximum | Percentile Rank | Payout Percentage as (% of Target) | | TSR (3-Year) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 33rd Percentile | 67% | | Adjusted ROATCE (1) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 37th Percentile | 74% | | Payout as a % of Target | | | 50% | 100% | 150% | | 70% | | Performance Level Achieved | | | | “Between Threshold and Target” | | | |

  57. 2023 Long-Term Incentive Payouts

    | (1) Adjusted ROATCE relative to peers excludes merger-related expenses for both UBSI and its Proxy Peer Group. |

  58. 2023 Long-Term Incentive Payouts

    The following table summarizes the shares of common stock earned from the grant of performance-based restricted stock units relative to target. The blended performance level achieved was between “threshold” and “target.”

  59. 2023 Long-Term Incentive Payouts

    | Named Executive Officer | Performance-Based 2023 Awards | | | | Target (# of Shares) | Earned (# of Shares) | | Richard M. Adams | 22,804 | 16,008 | | Richard M. Adams, Jr. | 24,341 | 17,087 | | James J. Consagra, Jr. | 19,912 | 13,978 | | W. Mark Tatterson | 13,177 | 9,250 | | Darren K. Williams | 6,057 | 4,252 |

  60. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The NEOs, in addition to certain other executives, are eligible to participate in the Company’s Non-Qualified Retirement and Savings Plan. Under the Non-Qualified Retirement and Savings Plan, eligible employees can defer up to 100% of their cash compensation in excess of the limits prescribed by the Internal Revenue Service. The Company does not match or supplement executive contributions to this Plan. The Non-Qualified Retirement and Savings Plan is discussed in further detail under the heading “2025 Non-Qualified Deferred Compensation” on page 50.

  61. Employment Agreements

    Employment Agreements The Company’s Executive Chairman, Richard M. Adams, has an employment agreement with the Company. See the description of Mr. Adams’ Employment Agreement under the heading “Employment Contracts of Named Executive Officers” on page 46. In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the term of Mr. Adams’ Employment Agreement, the Company considered the following factors: the Company’s consistent long-term success in attaining its performance goals under Mr. Adams’ leadership; Mr. Adams’ 56 years of service to the Company; and the growth of the Company from a single office $100 million bank to a $34 billion regional bank holding company, successfully negotiating, executing and closing 34 acquisitions during his administration. During Mr. Adams’ 46-year tenure as CEO, he presided over various economic and credit cycles, including the Great Recession, all while continuing to create substantial long-term returns for the Company’s shareholders. The Company has increased its dividend to shareholders for 52 consecutive years, a record only one other major banking company in the United States has achieved. During Mr. Adams’ tenure as CEO, the Company increased its dividend to shareholders for 46 consecutive years. If you had invested $100,000 at the start of this administration, including dividend reinvestment, it would have been worth approximately $17.6 million on December 31, 2025.

  62. Change in Control Agreements

    Change in Control Agreements The Company has entered into Change in Control agreements with our NEOs other than Richard M. Adams (the “Change in Control Agreements”). The Change in Control Agreements are designed to promote stability and continuity of senior management, as well as to provide greater consistency across the executive team as to the terms and conditions for severance following a qualifying termination of employment in connection with a change in control of the Company. Information regarding applicable payments under such agreements for the NEOs is provided under the heading “Potential Payments upon Termination or Change in Control” on page 51.

  63. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to non-qualified deferred compensation arrangements. A more detailed discussion of the Company’s non-qualified deferred compensation arrangements is provided on page 50 under the heading “2025 Non-Qualified Deferred Compensation.”

  64. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation Beginning on January 1, 2006, the Company began accounting for stock-based payments, including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program, and Stock Award Program in accordance with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC Topic 718”).

  65. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s NEOs as determined as of the end of 2025, 2024, and 2023.

  66. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | | Bonus | Stock Awards (1) | | Non-Equity Incentive Plan Compen- sation (2) | | Change in Pension Value and Non-qualified Deferred Compen- sation Earnings (3) | | All Other Compen- sation (4) | | Total | | | Richard M. Adams Executive Chairman | 2025 2024 2023 | $ $ $ | 1,421,530 1,377,385 1,328,179 | — — — | $ $ $ | 2,216,223 2,126,290 1,535,293 | $ $ $ | 1,643,906 1,518,161 1,118,968 | | — — — | $ $ $ | 60,082 61,872 59,465 | $ $ $ | 5,341,741 5,083,708 4,041,905 | | Richard M. Adams, Jr. Chief Executive Officer | 2025 2024 2023 | $ $ $ | 1,131,731 1,057,692 978,846 | — — $500,000 | $ $ $ | 2,643,865 2,386,712 1,638,745 | $ $ $ | 2,199,120 1,992,222 1,087,586 | $ $ $ | 105,617 16,583 134,622 | $ $ $ | 60,317 85,670 59,296 | $ $ $ | 6,140,650 5,538,879 4,399,095 | | James J. Consagra, Jr. President | 2025 2024 2023 | $ $ $ | 1,028,846 957,692 878,846 | — — $250,000 | $ $ $ | 1,730,537 1,546,593 1,340,589 | $ $ $ | 1,599,360 1,448,889 866,172 | $ $ $ | 162,635 52,730 166,781 | $ $ $ | 45,324 29,852 41,686 | $ $ $ | 4,566,702 4,035,756 3,544,074 | | W. Mark Tatterson Executive Vice President, Chief Financial Officer and Treasurer | 2025 2024 2023 | $ $ $ | 702,188 668,750 628,846 | — — — | $ $ $ | 1,082,659 1,023,914 887,156 | $ $ $ | 873,251 750,244 538,828 | $ $ | 133,147 — 187,024 | $ $ $ | 56,771 37,737 48,615 | $ $ $ | 2,848,016 2,480,645 2,290,469 | | Darren K. Williams Chief Risk and Information Officer | 2025 2024 2023 | $ $ $ | 516,450 491,857 470,288 | — — — | $ $ $ | 482,610 456,388 407,789 | $ $ $ | 602,124 470,364 327,723 | $ $ $ | 59,091 21,947 49,257 | $ $ $ | 39,052 37,737 38,288 | $ $ $ | 1,699,327 1,478,293 1,293,345 |

  67. 2025 Summary Compensation Table

    | (1) The amounts for the awards of restricted stock units shown in this table represent the target dollar amount of awards during the fiscal year determined pursuant to FASB ASC Topic 718. For 2025, the compensation amount was calculated using a grant date closing stock price of $36.77 for time-based and Adjusted ROATCE performance-based condition restricted stock units and $32.04 for the TSR performance-based condition restricted stock units which was based on a Monte Carlo simulation model fair value. For 2024, the compensation amount was calculated using a grant date closing stock price of $34.36 for time-based and Adjusted ROATCE performance-based condition restricted stock units and $29.17 for the TSR performance-based condition restricted stock units which was based on a Monte Carlo simulation model fair value. For 2023, the compensation amount was calculated using a grant date closing stock price of $40.98 for time-based and Adjusted ROATCE performance-based condition restricted stock units and $39.03 for the TSR performance-based condition restricted |

  68. 2025 Summary Compensation Table

    | stock units, which was based on a Monte Carlo simulation model fair value. Fair values of performance-based restricted stock unit awards assuming maximum performance as of the date of grant are as follows: |

  69. 2025 Summary Compensation Table

    | Name | Fair Value at Maximum Performance | | | | | 2025 | 2024 | 2023 | | Richard M. Adams | $2,074,674 | $2,004,494 | $1,401,762 | | Richard M. Adams, Jr. | 2,474,989 | 2,249,962 | 1,496,262 | | James J. Consagra, Jr. | 1,620,013 | 1,458,032 | 1,223,991 | | W. Mark Tatterson | 1,013,528 | 965,241 | 810,011 | | Darren K. Williams | 451,756 | 430,256 | 372,344 |

  70. 2025 Summary Compensation Table

    | (2) The amounts disclosed were awarded pursuant to United’s Non-Equity Incentive Plan, which is based on financial performance measures that are communicated to the NEOs. A more detailed discussion of terms of such plan and its application in 2025 is set forth in the Compensation Discussion and Analysis under the heading “Annual Incentive Plan.” The amounts earned under United’s Non-Equity Incentive Plan are disclosed in the year earned, although paid in the following year. |

  71. 2025 Summary Compensation Table

    | (3) Change in value of executive officer’s Pension Plan and SERP benefit plus any in-service distributions during the year are presented. Aggregate declines in Pension Plan and SERP values offset by any in-service distributions are not included in the table above. In 2025, for Mr. Richard Adams, his Pension Plan value decreased $37,470, his SERP value decreased $318,583 and he received payments of $108,964 from his Pension Plan during the year. For Mr. Richard Adams, Jr., his Pension Plan value increased $99,412 and his SERP value increased $6,205. For Mr. Consagra, his Pension Plan value increased $156,430 and his SERP value increased $6,205. For Mr. Tatterson, his Pension Plan value increased $76,083 and his SERP value increased $57,064. For Mr. Williams, his SERP value increased $59,091. Mr. Williams does not participate in the Pension Plan. |

  72. 2025 Summary Compensation Table

    | (4) “All Other Compensation” includes perquisites and other personal benefits such as company contributions to the executive officer’s 401(k) plan, life insurance, health and disability coverage premiums. The following table shows amounts included in the “All Other Compensation” column for each NEO in 2025 to the extent the total value of such perquisites and other personal benefit was equal to or exceeded $10,000, as required under SEC rules. |

  73. 2025 Summary Compensation Table

    | Name | Registrant matching contributions to 401(k) plan ($) | Registrant contributions to health insurance premiums ($) | Registrant contributions to long-term disability insurance premiums ($) | Registrant contributions to life insurance premiums ($) | Perquisites ($) | | Richard M. Adams | $17,500 | $10,414 | $657 | $900 | $30,611 | | Richard M. Adams, Jr. | $17,500 | $19,212 | $540 | $1,800 | $21,265 | | James J. Consagra, Jr. | $17,500 | $10,955 | $540 | $1,800 | $14,529 | | W. Mark Tatterson | $17,500 | $19,212 | $540 | $1,800 | $17,719 | | Darren K. Williams | $17,500 | $19,212 | $540 | $1,800 | — |

  74. 2025 Summary Compensation Table

    Perquisites are valued based on their incremental cost to United in accordance with SEC regulations. Aggregate perquisites of $30,611 provided to Mr. Adams in 2025 included sporting and country club memberships and the personal use of a company automobile. Aggregate perquisites of $21,265 provided to Mr. Adams, Jr. in 2025 included dinner, social and country club memberships and the personal use of a company automobile. Aggregate perquisites of $14,529 provided to Mr. Consagra in 2025 included a country club membership and the personal use of a company automobile Aggregate perquisites of $17,719 provided to Mr. Tatterson in 2025 included a country club membership, the personal use of a company automobile and a company-paid for medical exam. Salary and bonus amounts paid to the NEOs as a percentage of total compensation are as follows for 2025: Mr. Adams – 26.61%; Mr. Adams, Jr. – 18.43%; Mr. Consagra – 22.64%; Mr. Tatterson – 24.66% and Mr. Williams – 30.39%.

  75. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth information concerning individual grants of all plan-based awards in the fiscal year 2025 to the NEOs.

  76. 2025 Grants of Plan-Based Awards

    | Name | Type of Award* | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Richard M. Adams | AIP RSUT RSUP | 2/20/2025 2/20/2025 2/20/2025 | $539,622 — — | $1,079,245 — — | $1,726,792 — — | — — 18,808 | — — 37,615 | — — 56,423 | — 25,077 — | $ $ | — 922,081 1,294,142 | | Richard M. Adams, Jr. | AIP RSUT RSUP | 2/20/2025 2/20/2025 2/20/2025 | $721,875 — — | $1,443,750 — — | $2,310,000 — — | — — 22,437 | — — 44,873 | — — 67,310 | — 29,916 — | $ $ | — 1,100,011 1,543,854 | | James J. Consagra, Jr. | AIP RSUT RSUP | 2/20/2025 2/20/2025 2/20/2025 | $525,000 — — | $1,050,000 — — | $1,680,000 — — | — — 14,686 | — — 29,372 | — — 44,058 | — 19,581 — | $ $ | — 719,993 1,010,544 | | W. Mark Tatterson | AIP RSUT RSUP | 2/20/2025 2/20/2025 2/20/2025 | $286,650 — — | $573,300 — — | $917,280 — — | — — 9,188 | — — 18,376 | — — 27,564 | — 12,250 — | $ $ | — 450,433 632,226 | | Darren K. Williams | AIP RSUT RSUP | 2/20/2025 2/20/2025 2/20/2025 | $197,651 — — | $395,301 — — | $632,483 — — | — — 4,095 | — — 8,191 | — — 12,286 | — 5,461 — | $ $ | — 200,801 281,809 |

  77. 2025 Grants of Plan-Based Awards

    Footnotes:

  78. 2025 Grants of Plan-Based Awards

    | * AIP = Annual Cash Incentive; RSUT = Time-Based Restricted Stock Units; RSUP = Performance-Based Restricted Stock Units |

  79. 2025 Grants of Plan-Based Awards

    | (1) Amounts represent potential payout opportunities under United’s Annual Incentive Plan for each of the NEOs. As further detailed in the section entitled “Annual Incentive Plan” in the Compensation Discussion and Analysis, the award opportunities presented in the table are based on percentages of base salary and performance measures for 2025. Actual awards earned for 2025 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation.” |

  80. 2025 Grants of Plan-Based Awards

    | (2) Shares of performance-based restricted stock units granted in 2025 were made under the 2020 LTI Plan as approved by shareholders on May 12, 2020. These columns represent the potential number of restricted stock units to be vested based on the Company’s performance in 2025, 2026 and 2027. The number of performance-based restricted stock units that vest is determined by the Company’s three-year Adjusted ROATCE and TSR measured relative to peers. See the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  81. 2025 Grants of Plan-Based Awards

    | (3) Shares of time-based restricted stock units granted in 2025 were made under the 2020 LTI Plan as approved by shareholders on May 12, 2020. These restricted stock units vest ratably over a period of three years. |

  82. 2025 Grants of Plan-Based Awards

    | (4) Recipients of restricted stock units do not pay any consideration to United for these units, do not have the right to vote these units or receive dividends on these units until such units vest. Vesting is generally based upon continued employment through the vesting date. |

  83. 2025 Grants of Plan-Based Awards

    | (5) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted in 2025 computed in accordance with FASB ASC Topic 718. The grant date fair value was calculated using a grant date closing stock price of $36.77 for time-based and Adjusted ROATCE performance-based condition restricted stock units and $32.04 for the TSR performance-based condition restricted stock units which was based on a Monte Carlo simulation model fair value. |

  84. 2025 Pension Benefits

    2025 Pension Benefits Pension Plan. The United Bankshares, Inc. Pension Plan is a defined benefit pension plan. It is a tax-qualified, broad-based plan generally available to all regular employees (with some exceptions) hired prior to October 1, 2007. Participation was automatic for those employees hired before October 1, 2007 and began on January 1 or July 1 after an eligible employee completed one (1) year of service (12 consecutive months during which the employee completes at least 1,000 hours of service) and reached the age of 21. Normal benefits under the Pension Plan are based on these factors:

  85. 2025 Pension Benefits

    | • | years of credited service, |

  86. 2025 Pension Benefits

    | • | compensation of the employee, and |

  87. 2025 Pension Benefits

    | • | Social Security covered compensation. |

  88. 2025 Pension Benefits

    An employee is 100% vested when the first of the following occurs:

  89. 2025 Pension Benefits

    | • | the employee completes at least 5 years of service, |

  90. 2025 Pension Benefits

    | • | the employee reaches the normal retirement date, or |

  91. 2025 Pension Benefits

    | • | the employee reaches early or disability retirement (regardless of whether the employee actually retires). |

  92. 2025 Pension Benefits

    For purposes of calculating benefits under the Pension Plan, compensation is generally the pay an employee receives from United, including any pre-tax savings under a 401(k) plan maintained by United and salary reductions under an Internal Revenue Code Section 125 plan. Compensation does not include overtime, bonuses or director’s fees. Maximum compensation limits for benefit calculations are set by governmental rules. The limit is indexed and may change each year. For 2025, the limit was $280,000. The employee’s average compensation is used to calculate his or her retirement benefit. Average compensation is the employee’s average pay over the consecutive five years out of the last ten years with the Company that produces the highest average. Benefits are paid under the Pension Plan when an employee retires. Retirement under the Pension Plan can be normal retirement, early retirement, delayed retirement or disability retirement. If an employee retires at the normal retirement age of 65, then the employee’s monthly normal retirement benefit is equal to the sum of 1.25% of average compensation and 0.5% of average compensation in excess of Social Security covered compensation, multiplied by years of service up to 25 years. If an employee terminates employment before his or her normal retirement date, the employee is entitled to his or her vested accrued benefit. The employee will receive the benefits upon early retirement or at his or her normal retirement date, whichever comes first. An employee may elect early retirement after he or she reaches age 55 and has completed at least five years of service. The early retirement benefit is equal to the employee’s accrued benefit as of his or her early retirement date. If payment of the early retirement benefit begins before the employee’s normal retirement date, then the benefit is reduced. Supplemental Executive Retirement Agreements. United has entered into SERPs with certain NEOs to encourage such officers to remain employees of United. The SERPs are designed to provide a certain level of post-retirement income to the individuals who have a significant impact on the long-term growth and profitability of United. A more detailed description of the SERPs begins on page 51 of this Proxy Statement. The following table shows the present value of the accumulated benefit under the Pension Plan and the SERPs as well as the dollar amount of any payments and benefits paid to each NEO during the last completed fiscal year and the years of credited service for each of the NEOs. The values in the table reflect the actuarial present value of the NEO’s accumulated benefit under each plan, computed as of December 31, 2025.

  93. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Richard M. Adams | Pension Plan | 57 | $1,037,722 | $108,964 | | | SERP | 35 | $4,392,725 | — | | Richard M. Adams, Jr. | Pension Plan | 31 | $1,033,988 | — | | | SERP | 22 | $1,023,363 | — | | James J. Consagra, Jr. | Pension Plan | 28 | $1,577,823 | — | | | SERP | 22 | $1,023,363 | — | | W. Mark Tatterson | Pension Plan | 29 | $693,488 | — | | | SERP | 12 | $661,354 | — | | Darren K. Williams | SERP | 8 | $319,033 | — |

  94. 2025 Pension Benefits

    Footnote:

  95. 2025 Pension Benefits

    | (1) The benefits payable under the SERPs are triggered upon the NEO reaching a certain age as opposed to years of service as more fully described on page 51 under the heading of “Potential Payments upon Termination or Change in Control.” Messrs. Adams, Adams, Jr., Consagra and Tatterson are fully vested in their respective SERP benefits. |

  96. 2025 Pension Benefits

    The present value of the accumulated benefit for both the SERP and the Pension Plan benefits was calculated using the following weighted-average assumptions: discount rate of 5.76%; compensation increase rates of 6.00% prior to age 40, 5.50% between the ages of 40-49, 5.00% between the ages of 50-54, 4.00% between the ages of 55-64 and 3.00% otherwise. Benefits under both the Pension Plan and the SERP are based on annual base salary and do not include bonuses, directors’ fees, expense reimbursements, and employer contributions to retirement plans. Benefit figures shown are computed on the assumption that participants will retire at the earliest time available under the Pension Plan without any benefit reduction due to age. For the Pension Plan, the earliest retirement age is 55. For the SERPs, the earliest retirement ages without benefit reduction due to age for the NEOs are as follows: Mr. Adams – 65; Mr. Adams, Jr. – 55; Mr. Consagra – 60; Mr. Tatterson – 60; and Mr. Williams – 62. The Pension Plan and the SERP are designed to work together to provide each NEO with a certain level of benefits. Social Security benefits are deducted from the annual benefits payable under the Pension Plan. The annual benefits under the amended SERP for Mr. Adams is reduced by (i) fifty percent of the annual benefits payable at retirement under Social Security, (ii) the annual benefits payable upon retirement under the Pension Plan and (iii) the benefits attributable to the portion of the NEO’s account balances arising from the Company’s contributions to the United’s Savings and Stock Investment Plan. As a general rule, United does not grant extra years of service under the Pension Plan and the SERP. Exceptions may occur, however, in the case of mergers and acquisitions.

  97. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation United provides a Non-Qualified Retirement and Savings Plan (the “Non-Qualified Plan”) to provide a supplemental savings program for certain employees of the Company who are unable to make meaningful contributions to the United Savings and Stock Investment Plan. This plan is intended to benefit a select group of management or highly compensated employees of the Company. Each participant may elect to defer any percentage of his or her salary and annual cash incentive as a supplemental savings contribution. Participants may elect the manner in which their deferral contributions are deemed to be invested provided that no investments are made in assets located outside of the United States. Participants are not entitled to the Non-Qualified Plan benefits prior to their date of employment termination. The benefits under the Non-Qualified Plan are paid upon a participant’s retirement, disability or termination of employment. Benefits are paid either as a single lump sum or substantially equal installments over a period of not less than three nor more than ten years as elected by the participant. Upon death of a participant, his or her named beneficiary(ies) will receive such participant’s benefits payable under the Non-Qualified Plan. Each investment is subject to market risk. The degree of market risk varies by investment. The following table shows the contributions, earnings and year-end balances for 2025 with respect to non-qualified deferred compensation plans for the NEOs.

  98. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY (2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Richard M. Adams | — | — | — | — | — | | Richard M. Adams, Jr. | — | — | $50,225 | — | $1,192,556 | | James J. Consagra, Jr. | — | — | $5,966 | — | $49,195 | | W. Mark Tatterson | $271,560 | — | $203,999 | — | $1,667,565 | | Darren K. Williams | — | — | — | — | — |

  99. 2025 Non-Qualified Deferred Compensation

    | (1) These amounts represent a portion of the NEOs’ salaries and/or annual cash incentives, which are included in the numbers reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns, as applicable, of the Summary Compensation Table that the NEOs contributed to Non-Qualified Plan. |

  100. 2025 Non-Qualified Deferred Compensation

    | (2) None of the earnings shown above or in the previous year represent above-market or preferential earnings and, thus, are not included in the Summary Compensation Table. |

  101. 2025 Non-Qualified Deferred Compensation

    | (3) For Mr. Adams, Jr., includes amounts previously reported in the Summary Compensation Table for years prior to 2025 and contributed to the Non-Qualified Plan ($1,130,978). For Mr. Consagra, includes amounts previously reported in the Summary Compensation Table for years prior to 2025 and contributed to the Non-Qualified Plan ($19,746). For Mr. Tatterson, includes amounts previously reported in the Summary Compensation Table for years prior to 2025 and contributed to the Non-Qualified Plan ($976,377). |

  102. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Upon a termination of employment or a change in control of United, our NEOs would be eligible to receive payments and benefits under supplemental executive retirement agreements, a change in control agreement or employment agreement, as applicable to the NEO, equity based awards, disability benefits and life insurance. Supplemental Executive Retirement Agreements. On July 27, 1990, United entered into a SERP with Mr. Adams, which has been amended from time to time. Mr. Adams’ SERP provides for an annual supplemental retirement benefit upon the termination of his employment with United or an affiliated or successor entity to United. The annual benefit will be equal to seventy percent (70%) of the average of Mr. Adams’ three highest base salaries, reduced by (1) fifty percent of benefits paid upon retirement under Social Security, (2) annual benefits payable upon retirement under the Pension Plan, and (3) the annual amount of benefits payable to Mr. Adams upon his normal retirement age, on a single life annuity basis, attributable to the portion of Mr. Adams’ account balances arising from employer contributions under the United Savings and Stock Investment Plan, and will be paid in annual installments for life, based on Mr. Adams’ life expectancy as determined under income tax regulations. If Mr. Adams is married at the time of his death, his spouse will be entitled to the annual benefit until her death, payable in annual installments. If Mr. Adams is not married at the time of his death and his death occurs prior to his receiving the annual benefit for five or more years, Mr. Adams’ estate will be entitled to the annual benefit for five years, payable in (a) annual installments if Mr. Adams’ had experienced a separation from service prior to his death or a (b) lump sum payment if Mr. Adams had not experienced a separation from service prior to his death. The benefits under Mr. Adams’ SERP are fully vested and will be paid on his termination of employment from United or an affiliated or successor entity to United for whatever reason, including, but not limited to, change in control, dismissal with or without cause, voluntary termination, expiration of contract or disability. United has also entered into SERPs with each of Messrs. Adams, Jr., Consagra, Tatterson and Williams (the “Executive SERPs”). The Executive SERPs were first entered into on October 1, 2003, for Messrs. Adams, Jr. and Consagra, on November 7, 2013, for Mr. Tatterson, and on February 26, 2018 (with an effective date of March 1, 2017), for Mr. Williams, and have been amended from time to time. The Executive SERPs provide that, upon a termination on or after a specified retirement age, the executive will receive an annual benefit, paid in monthly installments for fifteen years. Upon a termination prior to the specified retirement age, the executive will receive a portion of the annual benefit determined based on a ten year vesting schedule; provided, that the executive shall receive the full annual benefit on a “SERP Qualifying Reason” which means a termination (i) at any time after a change in control on (A) a resignation by the executive for any reason or (B) a termination by the Company other than for cause, (ii) at any time regardless of whether a change in control has occurred on (A) a resignation by the executive for good reason or (B) a termination by the Company other than for cause, or (iii) due to disability or death. Benefits are paid in monthly installments for fifteen years, commencing the month following the later of executive’s specified retirement age or termination of employment or, in the event the executive’s employment terminates due to death, the month following such death. No benefits will be paid under the Executive SERPs in the event of a termination by the Company for cause or if the executive engages in competitive activity within 12 months following the termination of his employment. The applicable annual benefits are as follows: Mr. Adams, Jr. – $100,000; Mr. Consagra – $100,000; Mr. Tatterson – $110,000; and Mr. Williams – $50,000. The applicable retirement ages are as follows: Mr. Adams, Jr. – 55; Mr. Consagra – 60; Mr. Tatterson – 60; Mr. Williams – 62. As of December 31, 2025, each of Messrs. Adams, Jr., Consagra and Tatterson are 100% vested in their annual benefit in the event of a termination prior to their applicable retirement age, and Mr. Williams was approximately 88% vested. The Executive SERPs define “cause” as (i) gross negligence or gross neglect of duties, (ii) commission of a felony or of a gross misdemeanor involving moral turpitude or (iii) fraud, dishonesty or willful violation of any law or significant Company policy committed in connection with the executive’s employment and resulting in an adverse effect on the Company. The Executive SERPs define “good reason” as (i) a decrease in the total amount of the executive’s base salary, without the executive’s consent; or (ii) a material reduction in the importance of the executive’s job responsibilities, without the executive’s consent; or (iii) a geographical relocation of the executive to an office more than 50 miles from the executive’s office location immediately prior to such relocation, without the executive’s consent. Change in Control Agreements. In July 2025, United entered into Change in Control Agreements with each of our NEOs other than Richard M. Adams. The Change in Control Agreements for Messrs. Adams, Jr. and Consagra supersede their prior change of control agreements. The Change in Control Agreements are designed to promote stability and continuity of senior management, as well as to provide greater consistency across the executive team as to the terms and conditions for severance following a qualifying termination of employment in connection with a change in control of the Company. Generally, the Change in Control Agreements provide severance benefits to those NEOs if their employment ends under certain specified conditions after a “change in control” of United (as defined in the Company’s 2025 Equity Incentive Plan, a “CIC”). Severance benefits will be provided upon any termination of employment by the Company within two years following a CIC other than for “cause,” which includes (i) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, (ii) willful and continued failure to perform the officer’s duties, (iii) willful misconduct that is or may reasonably be expected to cause significant financial or reputational harm, and (iv) material breach of any applicable rules, procedures or policies. In addition, severance benefits will be provided if the officer terminates employment within two years following a CIC for “good reason,” which includes (i) a material reduction in the officer’s annual base salary, (ii) a material diminution in the officer’s positions, authority, duties or responsibilities, or (iii) a geographical relocation of the officer to an office more than fifty (50) miles from the officer’s location immediately prior to such relocation, in each case without the officer’s written consent.

  103. Potential Payments upon Termination or Change in Control

    In the event of a qualifying termination, and subject to the execution and non-revocation of a separation and general release agreement, each officer will receive severance benefits consisting of: (a) lump sum cash payment equal to two times (for Messrs. Tatterson and Williams) or three times (for Messrs. Adams, Jr. and Consagra) the sum of the officer’s annual base salary and target annual bonus; (b) a lump sum cash payment equal to a pro-rata annual bonus for the year of termination, based on actual performance, plus any unpaid bonus for the preceding year; and (c) if the officer timely elects and maintains continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, monthly payments equal to the amount the Company contributes for similarly situated active employees’ medical, dental, and vision insurance premiums for up to two years (for Messrs. Tatterson and Williams) or three years (for Messrs. Adams, Jr. and Consagra), unless the officer begins other employment that provides for health coverage benefits. The Change in Control Agreements do not affect the right of United to terminate the officers, or change the salary or benefits of the officers, with or without cause, prior to any CIC. Estimated Payments upon Termination or Change in Control. The following quantitative disclosure was prepared assuming each NEO’s employment was terminated, or a change in control of United occurred, on December 31, 2025, performance-based RSUs vested at target, and that no amounts would subject an NEO to excise tax under Section 4999 of the Internal Revenue Code and the Company would not be denied a deduction under Section 280G of the Internal Revenue Code. The value of equity award vesting was calculated by multiplying the number of restricted stock units that would be eligible to vest by the price per share of the Company’s stock on December 31, 2025 ($38.40 per share).

  104. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation for our median paid employee, as well as the ratio of this employee’s total compensation compared to the total compensation of Mr. Richard M. Adams, Jr., our CEO. For 2025, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than Mr. Adams, Jr.), was $72,502; and • The annual total compensation of Mr. Adams, Jr., our CEO was $6,140,650. Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 85 to one. Total compensation for our CEO and the median employee includes company 401(k) plan matches and company paid life, health and disability insurance premiums (to the extent these individuals participated in these programs). We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: • As of December 31, 2025, we identified our employee population including any full-time, part-time, temporary, or seasonal employees employed on that date. • To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the fiscal year 2025. No full-time equivalent or annualized adjustments were made for any employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $72,502. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table. • We identified our median employee and calculated our CEO pay ratio in accordance with SEC rules and methods for disclosure for the year ended December 31, 2025. Due to differences in our employee population each year and the nature of the methodology we use to identify our median employee, differences in reported compensation between our median employees identified for 2025 and prior years do not necessarily reflect overall employee compensation movement at the Company.

  105. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between executive compensation to our NEOs and Company performance for the fiscal years listed below. In determining “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table, as the valuation methods required by this disclosure differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (“PEO”), compensation is reported as an average. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  106. 2025 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2)(3) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paidi to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($000) (6) | “Core” Diluted Earnings Per Share (7) | | | Richard M. Adams | Richard M. Adams, Jr. | Richard M. Adams | Richard M. Adams, Jr. | | | Total Shareholder Return (4) | Peer Group Shareholder Return (5) | | | | 2025 | — | $6,140,650 | — | $7,022,966 | $3,613,947 | $4,084,792 | $145.17 | $149.15 | $464,603 | $3.27 | | 2024 | — | $5,538,879 | — | $4,597,637 | $3,269,601 | $2,709,228 | $136.31 | $139.30 | $372,996 | $2.75 | | 2023 | — | $4,399,095 | — | $3,717,513 | $2,792,448 | $2,253,400 | $130.80 | $115.53 | $366,313 | $2.78 | | 2022 | $4,180,867 | $2,663,331 | $5,150,164 | $3,031,307 | $1,726,321 | $2,044,967 | $135.02 | $119.65 | $379,627 | $2.80 | | 2021 | $4,629,578 | — | $6,285,498 | — | $1,769,377 | $2,144,686 | $116.35 | $142.91 | $367,738 | $2.96 |

  107. 2025 Pay Versus Performance Table

    Footnotes:

  108. 2025 Pay Versus Performance Table

    | (1) Richard M. Adams was our PEO for 2021 and from January 1, 2022 until March 31, 2022. Richard M. Adams, Jr. was our PEO for the remainder of 2022 and is our current PEO. The individuals comprising our other NEOs other than the PEO (the “Non-PEO NEOs”) for each year presented are listed below. |

  109. 2025 Pay Versus Performance Table

    | 2021 | 2022 | 2023-2025 | | Richard M. Adams, Jr. | James J. Consagra, Jr. | Richard M. Adams | | James J. Consagra, Jr. | W. Mark Tatterson | James J. Consagra, Jr. | | W. Mark Tatterson | Jerold L. Rexroad | W. Mark Tatterson | | Jerold L. Rexroad | Darren K. Williams | Darren K. Williams |

  110. 2025 Pay Versus Performance Table

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  111. 2025 Pay Versus Performance Table

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the positive changes in the Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the actuarially determined service cost for services rendered by the executives during the listed year. There were no adjustments for “prior service costs” required to be included in the Inclusion of Pension Service Cost column. Any negative pension service costs are excluded from this column. |

  112. 2025 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Richard M. Adams, Jr. ($) | Exclusion of Change in Pension Value for Richard M. Adams, Jr. ($) | Exclusion of Stock Awards and Option Awards for Richard M. Adams, Jr. ($) | Inclusion of Pension Service Cost for Richard M. Adams, Jr. ($) | Inclusion of Equity Values for Richard M. Adams, Jr. ($) | Compensation Actually Paid to Richard M. Adams, Jr. ($) | | 2025 | 6,140,650 | (105,617) | (2,643,865) | — | 3,631,798 | 7,022,966 |

  113. 2025 Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,613,947 | (88,718) | (1,378,007) | 8,591 | 1,928,979 | 4,084,792 |

  114. 2025 Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from adding or deducting the amounts set forth in the following tables:

  115. 2025 Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Richard M. Adams, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Richard M. Adams, Jr. ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Richard M. Adams, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Richard M. Adams, Jr. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Richard M. Adams, Jr. ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Richard M. Adams, Jr. ($) | Total— Inclusion of Equity Values for Richard M. Adams, Jr. ($) | | 2025 | 3,136,805 | 437,175 | — | 57,818 | — | — | 3,631,798 |

  116. 2025 Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,634,936 | 241,287 | — | 52,757 | — | — | 1,928,979 |

  117. 2025 Pay Versus Performance Table

    | (4) The Company’s TSR set forth in the table assumes $100 was invested for the period beginning December 31, 2020 through the end of the listed year in the Company, with reinvestment of dividends. There is no assurance that the Company’s common stock performance will continue in the future with the same or similar trends as depicted in the table. |

  118. 2025 Pay Versus Performance Table

    | (5) The Peer Group TSR set forth in this table utilizes the NASDAQ Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The Peer Group TSR assumes $100 was invested for the period starting December 31, 2020 through the end of the listed year in the NASDAQ Bank Index. |

  119. 2025 Pay Versus Performance Table

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  120. 2025 Pay Versus Performance Table

    | (7) We determined “Core” Diluted Earnings Per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our NEOs in 2025. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. The “Core” Diluted Earnings Per Share amount for 2025, 2024 and 2022 represents earnings per diluted share reflected in the Company’s audited financial statements in accordance with GAAP with no adjustments. The “Core” Diluted Earnings Per Share amount for 2023 represents the earnings per diluted share reflected in the Company’s audited financial statements adjusted to exclude approximately $12.0 million, before tax, of noninterest expense incurred in the fourth quarter of 2023 for the FDIC “special assessment” |

  121. 2025 Pay Versus Performance Table

    | levied on banking organizations following the 2023 Banking Crisis, a non-GAAP measure. The “Core” Diluted Earnings Per Share amount for 2021 represents the earnings per diluted share reflected in the Company’s audited financial statements adjusted for merger-related expenses, a non-GAAP measure. A reconciliation of this non-GAAP measure is set forth below for 2023 and 2021. |

  122. 2025 Pay Versus Performance Table

    | “Core” Diluted Earnings Per Share | For the Year Ended December 31, 2023 | | (Dollars in thousands) | | | Net Earnings Allocated to Common Shareholders (GAAP) (a) | $365,434 | | Plus: FDIC “special assessment,” net of tax | 9,476 | | “Core” Net Earnings Allocated to Common Shareholders (non-GAAP) (b) | $374,910 | | Average Diluted Shares Outstanding (GAAP) (c) | 134,753,820 | | Earnings Per Diluted Common Share (GAAP) [(a)/(c)] | $2.71 | | “Core” Diluted Earnings Per Share (non-GAAP) [(b)/(c)] | $2.78 |

  123. 2025 Pay Versus Performance Table

    | “Core” Diluted Earnings Per Share | For the Year Ended December 31, 2021 | | (Dollars in thousands) | | | Net Earnings Allocated to Common Shareholders (GAAP) (a) | $366,696 | | Plus: Merger-related expense, net of tax | 17,017 | | “Core” Net Earnings Allocated to Common Shareholders (non-GAAP) (b) | $383,713 | | Average Diluted Shares Outstanding (GAAP) (c) | 129,512,853 | | Earnings Per Diluted Common Share (GAAP) [(a)/(c)] | $2.83 | | “Core” Diluted Earnings Per Share (non-GAAP) [(b)/(c)] | $2.96 |

  124. 2025 Pay Versus Performance Table

    NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. NEO Compensation Actually Paid and “Core” Diluted Earnings Per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our “Core” Diluted Earnings Per Share during the five most recently completed fiscal years. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  125. 2025 Pay Versus Performance Table

    | Financial Performance Measures | | “Core” Diluted Earnings Per Share | | Adjusted Return on Average Assets | | Non-Performing Assets Ratio | | Adjusted Return on Average Tangible Common Equity |

  126. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding the number and term of stock option and restricted stock awards for each of the NEOs as of December 31, 2025.

  127. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | | Richard M. Adams | 02/27/17 | 49,519 | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 49,519 | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 33,910 | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 66,124 | $32.51 | 02/24/30 | — | — | — | — | | | 02/23/23 | — | — | — | 5,068 | $194,611 | 22,804 | $875,674 | | | 02/22/24 | — | — | — | 17,286 | $663,782 | 38,892 | $1,493,453 | | | 02/20/25 | — | — | — | 25,077 | $962,957 | 37,615 | $1,444,416 | | Richard M. Adams, Jr. | 02/27/17 | 16,060 | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 16,060 | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 11,613 | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 22,142 | $32.51 | 02/24/30 | — | — | — | — | | | 02/23/23 | — | — | — | 5,410 | $207,744 | 24,341 | $934,694 | | | 02/22/24 | — | — | — | 19,403 | $745,075 | 43,655 | $1,676,352 | | | 02/20/25 | — | — | — | 29,916 | $1,148,774 | 44,873 | $1,723,123 | | James J. Consagra, Jr. | 02/27/17 | 16,060 | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 16,060 | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 11,613 | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 22,142 | $32.51 | 02/24/30 | — | — | — | — | | | 02/23/23 | — | — | — | 4,427 | $169,997 | 19,912 | $764,621 | | | 02/22/24 | — | — | — | 12,573 | $482,803 | 28,289 | $1,086,298 | | | 02/20/25 | — | — | — | 19,581 | $751,910 | 29,372 | $1,127,885 | | W. Mark Tatterson | 02/27/17 | 12,453 | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 12,453 | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 9,290 | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 17,714 | $32.51 | 02/24/30 | — | — | — | — | | | 02/23/23 | — | — | — | 2,929 | $112,474 | 13,177 | $505,997 | | | 02/22/24 | — | — | — | 8,325 | $319,680 | 18,728 | $719,155 | | | 02/20/25 | — | — | — | 12,250 | $470,400 | 18,376 | $705,638 | | Darren K. Williams | 02/27/17 | 7,603 | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 7,603 | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 5,419 | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 10,869 | $32.51 | 02/24/30 | — | — | — | — | | | 02/23/23 | — | — | — | 1,348 | $51,763 | 6,057 | $232,589 | | | 02/22/24 | — | — | — | 3,711 | $142,502 | 8,348 | $320,563 | | | 02/20/25 | — | — | — | 5,461 | $209,702 | 8,191 | $314,534 |

  128. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) All options were earned and exercisable as of December 31, 2025. |

  129. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) The awards of time-based restricted stock units granted in 2025, 2024, and 2023 vest equally over a three-year period ending on February 20, 2028, February 22, 2027, and February 23, 2026, respectively. See the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  130. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) The market value is calculated by multiplying the number of restricted stock units that has not vested by the price per share of the Company’s stock on December 31, 2025 ($38.40 per share). |

  131. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) The awards of performance-based restricted stock units granted in 2025, 2024, and 2023 cliff-vest after assessment of Company performance over the three-year periods from 2025-2027, 2024-2026 and 2023-2025, respectively. The number of performance-based restricted stock units that vest is determined by the Company’s three-year performance against the applicable performance metrics measured relative to peers. See the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  132. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information regarding individual stock option exercises and stock awards vested during 2025 by each of the NEOs.

  133. 2025 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Richard M. Adams | 33,300 | $149,517 | 50,610 | $1,798,173 | | Richard M. Adams, Jr. | 11,100 | $49,839 | 29,768 | $1,057,657 | | James J. Consagra, Jr. | 11,100 | $49,839 | 25,368 | $901,325 | | W. Mark Tatterson | 9,130 | $40,994 | 19,233 | $683,348 | | Darren K. Williams | 5,000 | $22,450 | 11,042 | $392,322 |

  134. 2025 Option Exercises and Stock Vested

    Footnotes:

  135. 2025 Option Exercises and Stock Vested

    | (1) Value determined by subtracting the exercise price per share from the market value of the common stock on the date of exercise. |

  136. 2025 Option Exercises and Stock Vested

    | (2) Total value realized on vesting is equal to the number of shares acquired on vesting multiplied by the market price of the underlying securities on the vesting date of February 24, 2025 ($35.53). |

  137. 2025 Director Compensation

    2025 Director Compensation The following table sets forth certain information regarding the compensation earned by or awarded to each director who served on United’s Board of Directors in 2025 except for Messrs. Richard M. Adams and Richard M. Adams, Jr. whose compensation as NEOs of the Company is presented in the Summary Compensation Table on page 44. Messrs. Richard M. Adams and Richard M. Adams, Jr. are not compensated for their board service.

  138. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) | Total ($) | | Charles L. Capito, Jr. (6) | $83,000 | $70,010 | — | — | — | — | $153,010 | | Peter A. Converse (1) (6) | $76,750 | $70,010 | — | — | — | $120,000 | $266,760 | | Sara DuMond (6) | $72,500 | $70,010 | — | — | — | — | $142,510 | | Michael P. Fitzgerald (2) | — | — | — | — | — | $347,640 | $347,640 | | Dr. Patrice A. Harris (6) | $80,000 | $70,010 | — | — | — | — | $150,010 | | Diana Lewis Jackson (6) | $77,750 | $70,010 | — | — | — | — | $147,760 | | J. Paul McNamara (3)(6) | $108,750 | $70,010 | — | — | — | — | $178,760 | | Mark R. Nesselroad (6) | $122,500 | $70,010 | — | — | — | — | $192,510 | | Lacy I. Rice, III (6) | $80,750 | $70,010 | — | — | — | — | $150,760 | | Albert H. Small, Jr. (6) | $74,000 | $70,010 | — | — | — | — | $144,010 | | Mary K. Weddle (6) | $90,500 | $70,010 | — | — | — | — | $160,510 | | Gary G. White (6) | $119,000 | $70,010 | — | — | — | — | $189,010 | | P. Clinton Winter (6) | $131,000 | $70,010 | — | — | — | — | $201,010 |

  139. 2025 Director Compensation

    | (1) Mr. Converse’s “Other Compensation” consists of $120,000 received for services performed under a contract as an independent contractor. |

  140. 2025 Director Compensation

    | (2) Mr. Fitzgerald’s “Other Compensation” includes a salary from United of $300,000, company contributions to his 401(K) Plan, life insurance, health and disability coverage premiums as well as perquisites of $20,334 which Mr. Fitzgerald received in his capacity as Vice Chairman of United Bank in 2025. Mr. Fitzgerald’s perquisites consisted of country club memberships and the personal use of a Company automobile. |

  141. 2025 Director Compensation

    | (3) Mr. McNamara received payments in 2025 under United’s defined benefit plan ($11,755 in the aggregate) and a SERP Agreement that United assumed in the acquisition of Sequoia Bancshares, Inc. ($258,555 in the aggregate). As these amounts were earned for Mr. McNamara’s services as an employee of an acquired company, they are not included in the table above. |

  142. 2025 Director Compensation

    | (4) Compensation amounts reflect the grant date fair value of restricted stock awarded in accordance with FASB ASC Topic 718. The compensation amount was calculated using a closing stock price of $36.77 on the grant date of February 20, 2025. |

  143. 2025 Director Compensation

    | (5) Change in the value of the director’s Pension and SERP during the year of 2025. For Mr. McNamara, his Pension value decreased $3,992 and his SERP value decreased $196,488. |

  144. 2025 Director Compensation

    | (6) As of December 31, 2025, all directors reflected in this table, except for Dr. DuMond held 3,559 unvested shares of restricted stock. Dr. DuMond had 2,271 unvested shares of restricted stock as of December 31, 2025. Mr. Fitzgerald had no unvested shares of restricted stock as of December 31, 2025. |

  145. 2025 Director Compensation

    Each director of the Company, except for Messrs. Adams, Adams, Jr., and Fitzgerald, receives an annual retainer fee of $55,000 regardless of United Board Meeting attendance and $2,500 for each United Board Meeting attended or $1,250 if attended by conference call or virtually. In addition, each director of the Company, except for Messrs. Adams, Adams, Jr., and Fitzgerald, receives restricted stock awards with a total grant date fair value of $70,000 annually under the terms of the 2020 LTI Plan. Restricted shares granted to the directors have a three-year time-based vesting period. Recipients of restricted shares do not pay any consideration to United for the shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Messrs. Adams, Adams, Jr., and Fitzgerald receive no compensation for their United board service. As members of United Bank’s Board of Advisors (“Advisory Board”), Messrs. Capito, Converse, Rice, and Small and Mses. Lewis Jackson and Weddle, each receive a fee of $1,000 for each Advisory Board meeting attended or $500 if attended by conference call or virtually. Each director who serves on the Executive, Audit, Compensation and Human Capital, Risk, and Governance and Nominating Committees receives a fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually except for Messrs. Adams, Adams, Jr., and Fitzgerald. Messrs. Adams, Adams, Jr., and Fitzgerald receive no compensation for serving on any committee. Mr. White, as Chairman of the Audit Committee, receives a retainer payment of $6,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Winter, as Chairman of the Compensation and Human Capital Committee, receives a retainer payment of $3,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. As Chairman of the Governance and Nominating Committee, Mr. McNamara receives a retainer payment of $3,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Nesselroad, as Chairman of the Risk Committee, receives a retainer payment of $5,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Winter, as Lead Director of the independent directors of the Board, receives a retainer payment of $6,000 per quarter without regard to meeting attendance. Directors are reimbursed for meeting attendance expenses in accordance with the Board’s reimbursement policy. On November 24, 2008, the Board of Directors approved a Deferred Compensation Plan (the “DCP”) for the Directors of United as well as for the directors of its banking subsidiary, United Bank. This DCP was drafted to be compliant with Internal Revenue Code Section 409A. Under the DCP, any director may defer all or any portion of his or her fees for board service. A participant’s deferral account will be held in trust by United until distribution. Amounts deferred under the DCP will be payable 12 months after separation from service in either a single lump sum payment or equal monthly, quarterly or annual installment payments over a period of not more than five years. Mr. Converse entered into an Independent Contractor Agreement with United Bank effective April 1, 2016. The Independent Contractor Agreement has an initial one-year term which extends for additional one-year periods unless terminated by either party at any time on 30 days’ notice. Compensation under the Independent Contractor Agreement is $120,000 per year to be paid in equal semi-monthly installments. On June 3, 2016, Mr. Fitzgerald entered into an Amended and Restated Employment Agreement with United and United Bank pursuant to which Mr. Fitzgerald agreed to serve as the Vice Chairman of United Bank at an annual base salary of $300,000. The original term of the Amended and Restated Employment Agreement was for two years. In May of 2018, Mr. Fitzgerald agreed to serve as President of United Bank at the same annual base salary of $300,000. Mr. Fitzgerald is entitled under his Amended and Restated Employment Agreement to a retention bonus of $739,200 payable over a period of twenty-three (23) months beginning thirteen (13) months after a separation from service. Effective April 1, 2022, Mr. Fitzgerald agreed to serve as Vice Chairman of United Bank upon appointment of a new President to United Bank.

  146. 2025 Director Compensation

    | REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE ON EXECUTIVE COMPENSATION |