What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 64 added, 72 removed, 351 unchanged (28% of the section changed)

17 unchanged sentences

United is also permitted to engage in certain non-banking activities which are closely related to banking under the provisions of the Bank Holding Company Act and the Federal Reserve Board’s Regulation Y.

Management continues to consider such opportunities as they arise, and in this regard, management from time to time makes inquiries, proposals, or expressions of interest as to potential opportunities, although no agreements or understandings to acquire other banks or bank holding companies or non-banking subsidiaries or to engage in other nonbanking activities, other than those identified herein, presently exist.

On January 10, 2025, United consummated its acquisition of Piedmont Bancorp, Inc.

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Piedmont was a single bank holding company headquartered in Atlanta, Georgia with total assets of approximately $2.4 billion, total loans of approximately $2.1 billion, total liabilities of approximately $2.2 billion, total deposits of approximately $2.1 billion, and total shareholders’ equity of approximately $202 million as of the merger date.

The acquisition of Piedmont allowed United entrance into the greater-Atlanta area marked with robust growth opportunities.

On December 3, 2021, United completed its acquisition of Community Bankers Trust Corporation (“Community Bankers Trust”), the parent company of Essex Bank (“Essex”) with $1.8 billion in assets, headquartered in Richmond, Virginia.

The acquisition of Community Bankers Trust enhanced United’s existing presence in the DC Metro MSA and took United into new markets including Baltimore, Annapolis, Lynchburg, Richmond, and the Northern Neck of Virginia.

The acquisition of Community Bankers Trust enhanced United’s existing presence in the DC Metro Metropolitan Statistical Area (“MSA”) and took United into new markets including Baltimore, Annapolis, Lynchburg, Richmond, and the Northern Neck of Virginia.

It also strategically connected our Mid-Atlantic and Southeast footprints.

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Business of Subsidiaries

United, through its subsidiaries, engages primarily in community banking offering most types of business permitted by law and regulation.

United, through its subsidiaries, engages primarily in community banking offering many types of products and services permitted by law and regulation.

Included among the banking services offered are the acceptance of deposits in checking, savings, time and money market accounts;

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United Bank provides services to its correspondent banks such as the buying and selling of federal funds.

As of December 31, 2024, United’s business activities are confined to one operating segment, United Bank, and one reportable segment, community banking.

As of December 31, 2025 and 2024, United’s business activities are confined to one operating segment, United Bank, and one reportable segment, community banking.

At December 31, 2023, United had three operating segments:

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United previously exited the third-party origination (“TPO”) business during the fourth quarter of 2023.

United Brokerage Services, Inc., a wholly-owned subsidiary of United Bank, is a fully-disclosed broker/dealer and a Registered Investment Advisor with the Financial Industry Regulatory Authority (“FINRA”), the Securities and Exchange Commission, and a member of the Securities Investor Protection Corporation.

United Brokerage Services, Inc., a wholly-owned subsidiary of United Bank, is a fully-disclosed broker/dealer and a Registered Investment Advisor regulated by the Financial Industry Regulatory Authority (“FINRA”) and the SEC.

It is a member of the Securities Investor Protection Corporation.

United Brokerage Services, Inc.

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Digital Banking allows customers to manage their financial lives from any place they can access the internet (cellular or Wi-Fi).

Customers can quickly check balances, pay bills, complete internal and Zelle ® transfers;

all from the convenience of their devices.

Customers can quickly check balances, pay bills, complete internal and Zelle ® transfers, all from the convenience of their devices.

They can also set up text and email alerts to notify them of large transactions and help them avoid overdraft fees.

Commercial customers have many of the same services, including balance inquiry, cash management, sweeps and wire transfers.

Consumers can also research United Bank products and open deposits accounts online and apply for mortgages from United Bank’s website.

Consumers can also research United Bank products and open deposit accounts online and apply for mortgages from United Bank’s website.

United Bank also offers an automated telephone banking system, Telebanc, which allows customers to access their personal account(s) or business account(s) information from a touch-tone telephone.

Lending Activities

United’s loan and lease portfolio, net of unearned income, increased $314.4 million or 1.47% in 2024 due mainly to loan growth in three major loan categories.

United’s loan and lease portfolio, net of unearned income, increased $3.0 billion or 14.01% in 2025 mainly as a result of the Piedmont acquisition which added $2.02 billion, including purchase accounting amounts, in portfolio loans.

The loan and lease portfolio is mainly comprised of commercial, real estate and consumer loans including credit card and home equity loans.

Since year-end 2023, commercial, financial and agricultural loans were flat, decreasing $8.0 million or less than 1%.

In particular, commercial real estate loans increased $213.1 million or 2.56% while commercial loans (not secured by real estate) decreased $221.1 million or 6.19%.

Construction and land development loans increased $360.8 million or 11.46%, residential real estate loans increased $236.1 million or 4.48%, and consumer loans decreased $281.6 million or 26.45% due mainly to a decrease in indirect automobile financing.

Since year-end 2024, commercial, financial and agricultural loans increased $2.4 billion or 20.14% as a result of a $2.0 billion or 22.98% increase in commercial real estate loans and a $433.5 million or 12.90% increase in commercial loans (not secured by real estate).

Residential real estate loans increased $590.9 million or 10.73% and construction and land development loans increased $61.9 million or 1.76%, while consumer loans remained flat, decreasing $5.9 million or less than 1%.

Commercial Loans and Leases

The commercial loan and lease portfolio consists of loans and leases to corporate borrowers primarily in small to mid-size industrial and commercial companies, as well as automobile dealers, service, retail and wholesale merchants.

The commercial loan and lease portfolio consists of loans and leases to business borrowers primarily in small to mid-size industrial and commercial companies, as well as automobile dealers, service, retail and wholesale merchants.

Collateral securing these loans includes equipment, machinery, inventory, receivables, vehicles and commercial real estate.

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Numerous risk factors impact this portfolio including industry specific risks such as economy, new technology, labor rates and cyclicality, as well as customer specific factors, such as cash flow, financial structure, operating controls and asset quality.

United diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that it does not exceed established lending guidelines.

United diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that they do not exceed established lending guidelines.

Diversification is intended to limit the risk of loss from any single unexpected economic event or trend.

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to invest available funds in a safe, profitable manner;

to serve the legitimate credit needs of the communities of United’s primary market area;

to serve the legitimate credit needs of the communities of United’s primary market areas;

and to ensure that all loan applicants receive fair and equal treatment in the lending process.

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United has commercial loans, including real estate and owner-occupied, income-producing real estate and land development loans, of approximately $17.8 billion as of December 31, 2025.

These loans are primarily secured by real estate located in West Virginia, southeastern Ohio, southwestern Pennsylvania, Virginia, Maryland, North Carolina, South Carolina and the District of Columbia.

United categorizes these commercial loans by industry according to the North American Industry Classification System (“NAICS”) to monitor the portfolio for possible concentrations in one or more industries.

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In addition, United does not have a loan classification concentration in the mining, quarrying and oil and gas extraction industry.

As of December 31, 2024, approximately $118.7 million or less than 1% of United’s total loan portfolio were for the purpose of extracting, manufacturing and distributing oil, coal and natural gas.

As of December 31, 2025, approximately $322.5 million or 1.30% of United’s total loan portfolio were for the purpose of extracting, manufacturing and distributing oil, coal and natural gas.

Secondary Markets

United generally originates loans within the primary market area of United Bank.

United may from time to time make loans to borrowers and/or on properties outside of its primary market area as an accommodation to its existing customers.

United generally originates loans within the primary market areas of United Bank.

United may from time to time make loans to borrowers and/or on properties outside of its primary market areas as an accommodation to its existing customers.

United Bank originates residential real estate loans for resale in the secondary market.

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These deposits are relatively stable and they are the lowest cost source of funds available to United.

Short-term borrowings have also been a significant source of funds.

Short-term borrowings have also been a source of funds.

These include federal funds purchased, securities sold under agreements to repurchase and FHLB borrowings.

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Interest and dividends on securities for the years of 2025, 2024, and 2023 were $112.0 million, $133.3 million, and $151.1 million, respectively.

For the year of 2024 and 2023, United realized net losses on sales of securities of $11.7 million and $7.7 million, respectively.

For the year of 2022, United realized net gains on sales of securities of $2 thousand.

For the year of 2025, United did not recognize any realized net gains or losses on sales of securities.

For the years of 2024 and 2023, United realized net losses on sales of securities of $11.7 million and $7.7 million, respectively.

Human Capital

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As of December 31, 2025, United and its subsidiaries had 2,694 actual employees and officers.

Of the 2,553 actual employees and officers, 2,475 are employed in the community banking segment and 78 are in a general support and administrative function for the Company.

Of the 2,694 actual employees and officers, 2,612 were employed in the community banking segment and 82 were employed in a general support and administrative function for the Company.

None of these employees are represented by a collective bargaining unit and management considers employee relations to be excellent.

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We are committed to providing a safe and healthy work environment for our employees and offer services to foster the best physical, mental, and social well-being of our workforce.

United’s Employee Assistance Program provides all employees a comprehensive and personalized process with a tailored approach to meet employees where they are and supports them through whatever journey they may be facing.

United’s Employee Assistance Program provides all employees a comprehensive and personalized process with a tailored approach to meet employees where they are and support them through whatever journey they may be facing.

The Employee Assistance Program provides unlimited phone access for information, resources, and referrals and provides sessions with a counselor for the employee and their family members.

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United considers all of West Virginia to be included in its market area.

This area includes the five largest West Virginia Metropolitan Statistical Areas (“MSA”):

This area includes the five largest West Virginia MSAs:

the Parkersburg MSA, the Charleston MSA, the Huntington MSA, the Morgantown MSA and the Wheeling MSA.

United serves the Ohio counties of Lawrence, Belmont, Jefferson and Washington and Fayette county in Pennsylvania primarily because of their close proximity to the Ohio and Pennsylvania borders and United banking offices located in those counties or in nearby West Virginia.

United’s Virginia markets include the Maryland, northern Virginia and Washington, D.C.

United’s Virginia markets include the Maryland, northern Virginia and Washington,

MSA, the Winchester MSA, the Harrisonburg MSA, and the Charlottesville MSA.

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Through its acquisition of Community Bankers Trust, United added new markets in Baltimore and Annapolis, Maryland and Lynchburg and Richmond, Virginia as well as the Northern Neck of Virginia.

Through its acquisition of Piedmont, United added the Atlanta, Georgia MSA to its market area.

United considers all of the above locations to be the primary market areas for its business.

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As of December 31, 2025, there were 61 bank holding companies operating in the State of West Virginia registered with the Federal Reserve System and the West Virginia Board of Banking and Financial Institutions, 93 bank holding companies operating in the Commonwealth of Virginia registered with the Federal Reserve System and the Virginia State Corporation Commission, 64 bank holding companies operating in the State of North Carolina registered with the Federal Reserve System and the N.C.

Office of the Commissioner of Banks and 65 bank holding companies operating in the State of South Carolina registered with the Federal Reserve System and the South Carolina State Board of Financial Institutions.

These holding companies are headquartered in various states and control banks throughout West Virginia, Virginia, North Carolina and South Carolina, which compete for business as well as for the acquisition of additional banks.

Office of the Commissioner of Banks, 66 bank holding companies operating in the State of South Carolina registered with the Federal Reserve System and the South Carolina State Board of Financial Institutions and 158 bank holding companies operating in the State of Georgia registered with the Federal Reserve System and the Georgia Department of Banking and Finance.

These holding companies are headquartered in various states and control banks throughout West Virginia, Virginia, North Carolina, South Carolina and Georgia, which compete for business as well as for the acquisition of additional banks.

For further discussion, see the section captioned “United operates in a highly competitive market” in Item 1A.

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In addition, on a case-by-case basis, the Federal Reserve Board may approve other non-banking activities.

A financial holding company may also engage in financial activities, including securities underwriting and dealing, insurance agency and underwriting activities, and merchant banking activities.

A financial holding company may also engage in financial activities, including securities underwriting and dealing, insurance agency and underwriting activities, and merchant banking activities, among others.

As a financial holding company doing business in West Virginia, United is also subject to regulation and examination by the West Virginia Board of Banking and Financial Institutions (the “West Virginia Banking Board”) and must submit annual reports to the West Virginia Banking Board.

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United Bank is subject to the Virginia banking statutes and regulations, and is primarily regulated by the Virginia Bureau of Financial Institutions.

As a member of the Federal Deposit Insurance Corporation (“FDIC”), United Bank’s deposits are insured as required by federal law.

As a member of the Federal Deposit Insurance Corporation (“FDIC”), United Bank’s deposits are insured as provided by federal law.

Bank regulatory authorities regularly examine revenues, loans, investments, management practices, and other aspects of United Bank.

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United is listed on the NASDAQ Global Select Market under the quotation symbol “UBSI,” and is subject to the rules of the NASDAQ for listed companies.

SEC regulations require us to disclose certain types of business and financial data on a regular basis to the SEC and to our shareholders.

SEC regulations require us to disclose certain types of business and financial data on a periodic basis to the SEC and to our shareholders.

We are required to file annual, quarterly and current reports with the SEC.

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SEC regulations require that our annual reports to shareholders contain certified financial statements and other specific items such as management’s discussion and analysis of our financial condition and results of operations.

We must also file quarterly reports with the SEC on Form 10-Q that contain detailed financial and operating information for the prior quarter and we must file current reports on Form 8-K to provide the pubic with information on recent material events.

In addition to periodic reporting to the SEC, we are subject to proxy rules and tender offer rules issued by the SEC.

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The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating (CAMELS rating) and certain financial measures to assess an institution’s ability to withstand asset-related stress and funding-related stress.

The risk matrix utilizes four risk categories which are distinguished by capital levels and supervisory ratings.

The risk matrix utilizes four risk categories that are distinguished by capital levels and supervisory ratings.

On October 18, 2022, the FDIC adopted a final rule that increased the initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023.

The increased assessment rate schedules remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2 percent.

As a result of the new rule, the FDIC insurance costs of insured depository institutions, including United Bank, have generally increased.

As a result of the rule, the FDIC insurance costs of insured depository institutions, including United Bank, have generally increased.

On November 16, 2023, the FDIC issued a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.

The Federal Deposit Insurance Act (“FDI Act”) requires the FDIC to take this action in connection with the systemic risk determination announced on March 12, 2023.

The Federal Deposit Insurance Act (“FDI Act”) required the FDIC to take this action in connection with the systemic risk determination announced on March 12, 2023.

The special assessment did not apply to any banking organization (defined to include FDIC-insured financial institutions that are not subsidiaries of a holding company and FDIC–insured financial institutions that are subsidiaries of a holding company with one or more FDIC–insured financial institution subsidiaries) with less than $5 billion in total consolidated assets.

The FDIC estimated in November 2023 that of the total cost of the failures of Silicon Valley Bank and Signature Bank of approximately $16.3 billion was attributable to the protection of uninsured depositors.

As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment.

The assessment base for the special assessment is equal to an insured depository institution’s (“IDI’s”) estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion, applicable either to the IDI, if an IDI is not a subsidiary of a holding company, or at the banking organization level, to the extent that an IDI is part of a holding company with one or more subsidiary IDIs.

The special assessment will be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods.

The collection of this special assessment began with the first quarterly assessment period of 2024 (i.e., January 1 through March 31, 2024) with an invoice payment date of June 28, 2024.

In June 2024, due to the increased estimate of losses, the FDIC announced that it projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

The updated assessment was made under the FDIC’s final rule whereby the estimated loss pursuant to the systemic risk determination can periodically be adjusted.

The FDIC can also:

(1) cease collection early and (2) impose a final shortfall special assessment on a one-time basis after the receiverships for Silicon Valley Bank and Signature Bank terminate, if actual losses exceed the amounts collected.

In June 2024, the FDIC announced that it projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

The special assessment was to be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods.

In December 2025, the FDIC adopted an interim rule to adjust the special assessment, as initial estimates showed the original eight-quarter plan might slightly over-collect compared to actual losses.

The rate for the final quarter (the first quarter of 2026) was reduced from 3.36 basis points to 2.97 basis points to align with the revised loss estimates.

Because the cumulative amount collected through the initial eight-quarter special assessment period is projected to equal the FDIC’s loss estimate, the additional two quarters of extended assessment period was removed.

The interim final rule also requires the FDIC to provide an offset to regular quarterly deposit insurance assessments for institutions subject to the special assessment if the aggregate amount collected exceeds estimated losses following the resolution of pending litigation, and again following the termination of the receiverships.

As provided for in the special assessment rule, if losses at the termination of the receiverships exceed the amount collected, the FDIC will implement a one-time final shortfall special assessment to ensure the full amount of actual losses is recovered as required by law.

Capital Requirements

United and United Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve Board (the “Basel III Capital Rules”).

The Basel III Capital Rules define qualifying capital instruments and specify minimum amounts of capital as a percentage of assets that banking organizations are required to maintain.

Under the Basel III Capital Rules, risk-based capital ratios are calculated by dividing Common Equity Tier 1

(“CET1”) capital, Tier 1 capital and total capital, respectively, by risk-weighted assets.

Assets and off-balance sheet credit equivalents are assigned a risk weight based primarily on supervisory assessments of relative credit risk.

Since fully phased in on January 1, 2019, the Basel III Capital Rules require United and United Bank to maintain the following:

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A minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

The capital conservation buffer is designed to absorb losses during periods of economic stress.

Banking institutions that fail to meet the effective minimum ratios once the capital conservation buffer is taken into account, as detailed above, will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation.

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The Basel III Capital Rules also provide for a number of deductions from and adjustments to CET1.

As non-advanced approaches organizations under the Basel III Capital Rules, United and United Bank are subject to rules that provide for simplified capital requirements relating to the threshold deductions.

These include, for example, the requirement that certain deferred tax assets and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 25% of CET1.

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Under the Basel III Capital Rules, trust preferred securities no longer included in our Tier 1 capital may nonetheless be included as a component of Tier 2 capital on a permanent basis without phase-out.

In February 2019, the federal bank regulatory agencies issued a final rule (the “2019 CECL Rule”) that revised certain capital regulations to account for changes to credit loss accounting under U.S.

The 2019 CECL Rule included a transition option that allows banking organizations to phase in, over a three-year period, the day-one adverse effects of adopting a new accounting standard related to the measurement of current expected credit losses (“CECL”) on their regulatory capital ratios (three-year transition option).

In March 2020, the federal bank regulatory agencies issued an interim final rule that maintains the three-year transition option of the 2019 CECL Rule and also provided banking organizations that were required under U.S.

In March 2020, the federal bank regulatory agencies issued an interim final rule that provided banking organizations that were required under U.S.

GAAP (as of January 2020) to implement CECL before the end of 2020 the option to delay for two years an estimate of the effect of CECL on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option).

We elected to adopt the five-year transition option;

therefore, our 2024 regulatory capital ratios reflect this election, but 2025 regulatory capital ratios include the full impact from CECL now that the phase-in period has ended.

The Basel III Capital Rules prescribe a standardized approach for risk weightings that expanded the risk-weighting categories from the general risk-based capital rules to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S.

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However, the revised capital requirements of the proposed rule would not apply to United or United Bank because they each have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.

The Federal Reserve has indicated that it plans to work with other federal banking regulators on a revised proposal in 2025.

Federal banking regulators indicated they intend to issue a revised proposal in 2026.

Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a financial institution could subject United to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits and other restrictions on its business.

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well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

Effective January 1, 2015, under the Basel III Capital Rules, the current prompt corrective action requirements for an institution to be “well-capitalized” is a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a CET1 ratio of 6.5% or greater and a Tier 1 leverage ratio of 5% or greater.

Under the Basel III Capital Rules, the current prompt corrective action requirements for an institution to be “well-capitalized” is a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a CET1 ratio of 6.5% or greater and a Tier 1 leverage ratio of 5% or greater.

United Bank was considered a “well capitalized” institution as of December 31, 2025.

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In 2023, the year of our most recent CRA exam, United Bank received a CRA Performance Evaluation from the Federal Reserve Bank of Richmond (the “FRB”) with a rating of “Satisfactory.”

On October 24, 2023, the Federal Reserve Board, the FDIC, and the Office of the Comptroller of the Currency (“OCC”) published a final CRA rule that creates a modernized rule for the banking industry.

The final rule updates the CRA regulations to achieve the following key goals:

(1) encourage banks to expand access to credit, investment, and banking services in LMI communities;

(2) adapt to changes in the banking industry, including mobile and online banking;

(3) provide greater clarity and consistency in the application of the CRA regulations;

and (4) tailor CRA evaluations and data collection to bank size and type.

The final rule is currently enjoined as to the plaintiff trade associations while a federal court considers a lawsuit challenging the rule.

Deposit Acquisition Limitation

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Data required to be made available under the rule includes transaction information, account balance, account and routing numbers, terms and conditions, upcoming bill information, and certain account verification data.

For banks with at least $10 billion and less than $250 billion in total assets, compliance with the rule is required by April 1, 2027.

In December 2024, the CFPB issued a final rule that, among other things, amends Regulation Z (otherwise known as the “Truth In Lending Act”) and impacts extensions of overdraft credit offered by financial institutions with more than $10 billion in assets.

The final rule defines overdraft credit as generally including consumer credit extended by a financial institution to pay a transaction from a checking or other transaction account (other than a prepaid account) held at the financial institution when the consumer has insufficient or unavailable funds in that account.

The final rule requires that extensions of overdraft credit adhere to consumer protections required of similarly situated products, unless the overdraft fee is at or below the institution’s costs and losses as determined by (i) calculating its own costs and losses using a standard set forth in the rule;

or (ii) relying on a benchmark flat fee of five dollars.

An overdraft that incurs charges that exceed costs and losses will become a covered overdraft credit and subject to Regulation Z which requires that lenders disclose borrowing costs, interest rates and fees upfront and in clear language so consumers can understand all the terms and make informed decisions.

Furthermore, covered overdraft credit extensions must be put in a credit account and may not be structured as a negative balance on a checking or other transaction account.

The provisions of the final rule become effective on October 1, 2025.

Notwithstanding the forgoing, the recent changes in the U.S.

presidential administration and the composition of the U.S.

Congress is expected to lead to potentially significant changes to the existence, priorities, scope, practices and/or staffing levels of various regulatory agencies.

For example, in February 2025, the Trump administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities.

The rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule.

During 2025, the CFPB reduced its staff by over 80%.

The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court’s en banc rehearing of the case.

The impact of these developments on banking organizations subject to CFPB regulation and supervision, including United Bank, is uncertain.

States and state attorneys general may increase regulatory, investigative and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision and enforcement of consumer protection laws by federal regulators.

Anti-Money Laundering and the USA Patriot Act

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Bank Secrecy Act (the “BSA”) and the USA PATRIOT Act of 2001 (the “USA Patriot Act”) require financial institutions to develop programs to prevent them from being used for, and to detect and deter, money laundering, terrorist financing, and other illegal activities.

The USA Patriot Act substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant

new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States.

The USA Patriot Act substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new

compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States.

Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program.

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In August 2024, Financial Crimes Enforcement Network (“FinCEN”), which drafts and enforces regulations implementing the BSA and other anti-money laundering legislation, adopted a rule extending anti-money laundering obligations, including maintenance of an anti-money laundering program and filing certain reports with FinCEN, to registered investment advisers.

Compliance with these requirements is required beginning on January 1, 2026.

In December 2025, FinCEN delayed the effective date of the rule to January 1, 2028 in part to allow FinCEN to review the rule

Incentive Compensation

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United adopted a “clawback” policy on November 17, 2023.

This policy is included as Exhibit 97 to this Form 10-K.

Cybersecurity

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Cybersecurity for information on United’s risk management, strategy and governance processes related to cybersecurity.

Fair Access to Financial Services

In recent years, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.

In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.

The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

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.

What changed 10-K

Item 1. Business