−Removed: CONTROLS AND PROCEDURES
+Added: AND PROCEDURES
Disclosure Controls and Procedures
United Bankshares, Inc.
−Removed: (the “Company”) maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC.
+Added: (the “Company”) maintains
+Added: controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC.
Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officer, the Chief Executive and Chief Financial Officer believe that these controls and procedures are effective to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.
5 unchanged sentences
OTHER INFORMATION
−Removed: United’s directors and executive officers may from time to time enter into plans or other arrangements for the
−Removed: purchase or sale of United’s shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
−Removed: or may represent a non-Rule
−Removed: trading arrangement under the Securities Exchange Act of 1934, as amended.
−Removed: During the quarter ended December 31, 2023, no ne of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1
−Removed: trading arrangement” or any “non-Rule
−Removed: trading arrangement”, as each term is defined in Rule 408(e) of Regulation S-K.
+Added: United’s directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of United’s shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Securities Exchange Act of 1934, as amended.
+Added: During the quarter ended December 31, 2024,
+Added: none of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as each term is defined in Rule 408(e) of Regulation S-K.
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
UNITED BANKSHARES, INC.
−Removed: FORM 10-K, PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
5 unchanged sentences
Since the disclosure of the procedures in the definitive proxy statement for the 2024 Annual Meeting of Shareholders, United has not adopted any changes to the procedures by which shareholders may recommend nominees to United’s Board of Directors as set forth in Article II, Section 5 of the Restated Bylaws of United.
+Added: United adopted an Insider Trading Policy on August 5, 2024, a copy of which is included as Exhibit 19 to this Form 10-K.
EXECUTIVE COMPENSATION
−Removed: Information regarding executive compensation is incorporated by reference from United’s definitive proxy statement for the 2024 Annual Meeting of Shareholders under the heading of “EXECUTIVE COMPENSATION”, under the heading “COMPENSATION DISCUSSION AND ANALYSIS (CD&A)”, and under the heading “REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.”
+Added: Information regarding executive compensation is incorporated by reference from United’s definitive proxy statement for the 2025 Annual Meeting of Shareholders under the heading of “EXECUTIVE COMPENSATION”, excluding the information under the subheading “Pay Versus Performance Table”, under the heading “COMPENSATION DISCUSSION AND ANALYSIS (CD&A)”, and under the heading “REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
21 unchanged sentences
INDEX TO EXHIBITS
−Removed: Agreement and Plan of Merger, dated November 17, 2019, by and between United Bankshares, Inc.
−Removed: and Carolina Financial Corporation (incorporated into this filing by reference to Exhibit 2.1 to the Form 8-K dated November 17, 2019 and filed November 18, 2019 for United Bankshares, Inc., File No.
+Added: Agreement and Plan of Merger, dated May 9, 2024, by and between United Bankshares, Inc.
+Added: and Piedmont Bancorp, Inc.
+Added: (incorporated into this filing by reference to Exhibit 2.1 to the Form 8-K dated May 9, 2024 and filed May 10, 2024 for United Bankshares, Inc., File No.
Agreement and Plan of Reorganization, dated June 2, 2021, by and between United Bankshares, Inc.
52 unchanged sentences
2020 Long-term Incentive Plan (incorporated into this filing by reference to Exhibit A to 2020 Proxy Statement dated March 30, 2020 and filed March 30, 2020 for United Bankshares, Inc., File No.
+Added: United Bankshares, Inc.
+Added: Insider Trading Policy (filed herewith)
Subsidiaries of the Registrant (filed herewith)
7 unchanged sentences
United Bankshares, Inc.
−Removed: Compensation Recoupment Policy (filed herewith)
+Added: Compensation Recoupment Policy (incorporated into this filing by reference to Exhibit 97 to the Annual Report on Form 10-K for the period ended December 31, 2003 and filed February 29, 2024 for United Bankshares, Inc.
Interactive data file (Inline XBRL) (filed herewith)
16 unchanged sentences
February 28, 2025
−Removed: /s/ Patrice A.
−Removed: February 29, 2024
Paul McNamara
2 unchanged sentences
February 28, 2025
+Added: Clinton Winter
February 28, 2025
−Removed: /s/ Diana Lewis Jackson
+Added: /s/ Sara DuMond
February 28, 2025
+Added: February 28, 2025
+Added: February 28, 2025
/s/ Charles L.
February 28, 2025
+Added: /s/ Micheal P.
February 28, 2025
+Added: /s/ Albert H.
February 28, 2025
−Removed: Clinton Winter
+Added: /s/ Patrice A.
February 28, 2025
−Removed: /s/ Michael P.
February 28, 2025
+Added: /s/ Diana Lewis Jackson
+Added: February 28, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.