What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 53 added, 43 removed, 246 unchanged (28% of the section changed)

21 unchanged sentences

For example, there is litigation pending to challenge the Federal Reserve Board’s regulation on permissible interchange fees on the ground that the regulation allows higher interchange fees than permitted by statute, which, if successful, could significantly and adversely affect the fees banks can charge on debit card transactions.

In August 2025, a district court ruled against the Federal Reserve and vacated the regulation, but its order is stayed pending appeal to the circuit court.

Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

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In the normal course of business, United and its subsidiaries are routinely subject to examinations and challenges from federal and state tax authorities regarding the amount of taxes due in connection with investments that the Company has made and the businesses in which United has engaged.

Recently, federal and state taxing authorities have become increasingly aggressive in challenging tax positions taken by financial institutions.

Federal and state taxing authorities routinely challenge tax positions taken by financial institutions.

These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning.

1 unchanged sentence

If any such challenges are made and are not resolved in the Company’s favor, they could have a material adverse effect on United’s financial condition and results of operations.

The Consumer Financial Protection Bureau (“CFPB”) may reshape the consumer financial laws through rulemaking and enforcement of the prohibitions against unfair, deceptive and abusive business practices.

Compliance with any such change may impact the business operations of depository institutions offering consumer financial products or services, including United Bank .

The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers.

The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service.

The concept of what may be considered to be an “abusive” practice is relatively new under the law.

Moreover, United Bank is supervised and examined by the CFPB for compliance with the CFPB’s regulations and policies.

The costs and limitations related to this additional regulatory reporting regimen have yet to be fully determined, although they may be material and the limitations and restrictions that will be placed upon United Bank with respect to its consumer product offering and services may produce significant, material effects on United Bank (and United’s) profitability.

United is subject to regulatory capital requirements and failure to comply with these standards may impact dividend payments, equity repurchases and executive compensation.

38 unchanged sentences

Any increases in the allowance for credit losses on loans will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on United’s business, financial condition and results of operations.

See the section captioned “Provision for Credit Losses” in in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this Form 10-K for further discussion related to our process for determining the appropriate level of the allowance for credit losses.

See the section captioned “Provision for Credit Losses” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this Form 10-K for further discussion related to our process for determining the appropriate level of the allowance for credit losses.

United is subject to credit risk in its loan portfolio.

8 unchanged sentences

OPERATIONAL RISKS

United’s information systems may experience an interruption or breach in security.

United’s information systems may experience failure, interruption, or breach of security.

United relies heavily on communications and information systems to conduct its business.

In addition, as part of its business, United collects, processes and retains sensitive and confidential client and customer information.

United’s facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

United’s facilities and systems, and those of our third-party service providers, may be vulnerable to interruptions, failures or security breaches, arising from cyber-attacks, criminal activity, acts of war or terrorism, severe weather or other natural disasters, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, general ledger, deposit, loan and other systems.

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Despite the security measures we have in place, our facilities and systems may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

Like other U.S.

financial services companies, United has been and expects to continue to be the target of cyber-attacks and other attempts to disrupt its operations.

Information security risks for financial institutions like us have increased recently in part because of new technologies, such as artificial intelligence and quantum computing, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions, employees working from home, the increased connectivity of third parties (including contractors) and electronic devices to United’s systems, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others.

Even well protected information, networks, systems and facilities remain potentially vulnerable to attempted security breaches or disruptions because the techniques used in such attempts are constantly evolving, including as a result of artificial intelligence, and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.

In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged in attacks against large financial institutions, particularly denial of service attacks, designed to disrupt key business services such as customer-facing web sites.

6 unchanged sentences

Any cyber-attack or other security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations and have a material adverse effect on our business.

United’s business continuity plans or data security systems could prove to be inadequate, resulting in a material interruption in, or disruption to, its business and a negative impact on results of operations.

United relies heavily on communications and information systems to conduct its business.

Any failure, interruption or breach in security of these systems, whether due to severe weather, natural disasters, cyber-attack, acts of war or terrorism, criminal activity or other factors, could result in failures or disruptions in general ledger, deposit, loan, customer relationship management and other systems.

While United has disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed.

The occurrence of any failures, interruptions or security breaches of United’s information systems could damage its reputation, result in a loss of customer business, subject it to additional regulatory scrutiny or expose it to civil litigation and possible financial liability, any of which could have a material adverse effect on results of operations.

Increasing fraud risk could adversely affect our business, financial condition, and reputation.

We are exposed to an increasing risk of fraud, including cyber fraud, identity theft, account takeover, and other fraudulent activities targeting financial institutions and their customers.

The sophistication and frequency of these schemes continue to grow, driven by advances in technology and the proliferation of digital banking channels.

Fraudulent activity can result in financial losses for us or our customers, increased operational costs, and potential legal exposure.

Although we employ robust security measures, including authentication protocols, transaction monitoring, and fraud detection systems, these controls may not be sufficient to prevent all fraudulent activity.

Criminals continuously adapt their methods to circumvent existing safeguards, and emerging technologies such as artificial intelligence may further enhance their ability to perpetrate fraud.

Significant fraud-related losses could negatively impact our earnings, capital, and liquidity.

In addition, fraud incidents may harm our reputation, erode customer trust, and lead to regulatory scrutiny or enforcement actions.

Failure to effectively manage and mitigate fraud risk could have a material adverse effect on our business, financial condition, and results of operations.

Technological advancements may subject us to additional risks.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including the increased usage of intelligent automation within the industry.

Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations.

Many of our competitors have substantially greater resources to invest in technological improvements.

We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

In addition, our implementation of certain new technologies, such as those related to artificial intelligence, automation and algorithms, in our business processes may have unintended consequences due to their limitations or our failure to use them effectively.

In addition, cloud technologies are critical to the operation of our systems, and our reliance on cloud technologies is growing.

Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, any new line of business, new product or service and/or new technology could have a significant impact on the effectiveness of our system of internal controls.

Failure to successfully manage these risks in the development and implementation of new lines of business, new products or services and/or new technologies could have a material adverse effect on our business, financial condition and results of operations.

Our growth-oriented business strategy could be adversely affected if we are not able to attract and retain skilled employees or if we lose the services of our senior management team.

7 unchanged sentences

Failure to do so could substantially harm United’s business.

United often purchases services from vendors under agreements that typically can be terminated on a periodic basis.

There can be no assurance, however, that vendors will be able to meet their obligations under these agreements or that United will be able to compel them to do so.

Risks of relying on vendors include the following:

If an existing agreement expires or a certain service is discontinued by a vendor, then United may not be able to continue to offer its customers the same breadth of products and its operating results would likely suffer unless it is able to find an alternate supply of a similar service.

Agreements United may negotiate in the future may commit it to certain minimum spending obligations.

It is possible United will not be able to create the market demand to meet such obligations.

If market demand for United’s products increases suddenly, its current vendors might not be able to fulfill United’s commercial needs, which would require it to seek new arrangements or new sources of supply, and may result in substantial delays in meeting market demand.

United may not be able to control or adequately monitor the quality of services it receives from its vendors.

Poor quality services could damage United’s reputation with its customers.

In addition, these third party service providers are sources of operational, cybersecurity and informational security risk to United, including risks associated with operational errors, coding errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information.

If third party service providers encounter any of these issues, or if United has difficulty communicating with them, United could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation risk that could have a material adverse effect on our results of operations or our business.

Potential problems with vendors such as those discussed above could have a significant adverse effect on United’s business, lead to higher costs and damage its reputation with its customers and, in turn, have a material adverse effect on its financial condition and results of operations.

United often obtains services from vendors under contractual agreements that may be subject to renewal, termination, service limitations, minimum usage or spending commitments, or other restrictions.

There can be no assurance that vendors continue to provide services on acceptable terms, perform in accordance with contractual or regulatory requirements, or remain financially viable.

If a vendor relationship is terminated, expires, or a service is discontinued or degraded, United may experience service disruptions, delays in delivering products to customers, increased costs, or difficulties in transitioning to alternative providers.

In addition, United’s reliance on third party service providers also exposes it to operational, cybersecurity and informational risks.

Vendors may experience system failures, operational errors, coding errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information and United may have limited ability to control, monitor or promptly remediate such events.

In addition, deficiencies in vendor performance, service quality or compliance could result in regulatory scrutiny, customer dissatisfaction, reputational harm, litigation exposure or financial losses.

Any significant failure, interruption, termination or security incident involving a third party vendor could have a significant adverse effect on United’s business, lead to higher costs and damage its reputation with its customers and, in turn, have a material adverse effect on its financial condition and results of operations.

MARKET, LIQUIDITY AND INTEREST RATE RISKS

15 unchanged sentences

United operates in a highly competitive market.

United faces a high degree of competition in all of the markets we serve and thus faces strong competition in gathering deposits, making loans and obtaining client assets for management by its investment or trust operations.

United faces a high degree of competition in all of the markets it serves.

United faces strong competition in gathering deposits, making loans and obtaining client assets for management by its investment or trust operations.

There is significant competition among commercial banks in our market areas as well as with other providers of financial services, such as savings and loan associations, credit unions, consumer finance companies, securities firms, private equity and debt funds, commercial finance and leasing companies, full service brokerage firms, discount brokerage firms, and financial/wealth technology firms.

3 unchanged sentences

A decline in market share could lead to a decline in net income which would have a negative impact on shareholder value.

In addition, technology and other changes have made it possible for non-banks to offer products and services traditionally provided by banks.

In particular, the activity of fintechs/wealthtechs has grown significantly over recent years and is expected to continue to grow.

Some fintechs/wealthtechs are not subject to the same regulation as we are, which may allow them to be more competitive.

Fintechs/wealthtechs have and may continue to offer bank or bank-like products and a number of such organizations have applied for bank or industrial loan charters while others have partnered with existing banks to allow them to offer deposit products to their customers.

Increased competition from fintechs/wealthtechs and the growth of digital banking may also lead to pricing pressures as competitors offer more low-fee and no-fee products.

United is subject to liquidity risk.

31 unchanged sentences

Failure to realize these benefits could have a material adverse effect on our business, financial condition and results of operations.

Moreover, there can be no guarantee that post-acquisition intergration efforts will be successful, or that after giving effect to an acquisition, we will achieve financial results comparable to, or better than, our historical performance.

Moreover, there can be no guarantee that post-acquisition integration efforts will be successful, or that after giving effect to an acquisition, we will achieve financial results comparable to, or better than, our historical performance.

In addition, from time to time, bank regulators may restrict the Company from making acquisitions.

2 unchanged sentences

Acquisitions by financial institutions, including us, are subject to approval by a variety of federal and state regulatory agencies (collectively, “regulatory approvals”).

The process for obtaining these required regulatory approvals involves a comprehensive application review process, and our ability to engage in certain merger or acquisition transactions depends on the bank regulators’ views at the time as to our capital levels, quality of management, and overall condition, in addition to their assessment of a variety of other factors, including our compliance with law.

condition, in addition to their assessment of a variety of other factors, including our compliance with law.

Regulatory approvals could be delayed, impeded, restrictively conditioned or denied due to existing or new regulatory issues we have, or may have, with regulatory agencies, including, without limitation, issues related to BSA compliance, CRA issues, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive, or abusive acts or practices regulations and other laws and regulations.

In recent years, acquisitions by financial institutions have encountered greater regulatory, governmental and community scrutiny and have taken substantially longer to receive the required regulatory approvals and other required governmental clearances than in the past.

We may fail to pursue, evaluate or complete strategic and competitively significant acquisition opportunities as a result of our inability, or perceived or anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions or at all.

48 unchanged sentences

Events that may not have a direct impact on United, such as the bankruptcy of major U.S.

companies, have resulted in legislators, regulators and authoritative bodies, such as the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight

Board, and various taxing authorities, responding by adopting and/or proposing substantive revision to laws, regulations, rules, standards, policies, and interpretations.

companies, have resulted in legislators, regulators and authoritative bodies, such as the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board, and various taxing authorities, responding by adopting and/or proposing substantive revision to laws, regulations, rules, standards, policies, and interpretations.

New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future.

18 unchanged sentences

The cumulative effect of these matters on United’s results of operations and financial condition would likely be adverse and material.

Climate change may materially affect United’s business and results of operations.

We may be subject to physical and transition risks from climate change.

Climate-related physical and transition risks may materially affect United’s business and results of operations, and divergent and evolving laws and regulations and stakeholder expectations regarding climate-related matters may subject United to additional, different and potentially conflicting requirements and expectations and result in higher regulatory and compliance and other risks and costs.

We may be subject to climate-related physical and transition risks from climate change.

Both physical and transition risks from climate change may have negative impacts on the financial condition or creditworthiness of our customers and may negatively affect our business and result of operations.

2 unchanged sentences

Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, or if insurance coverage is otherwise unavailable to our borrowers, the collateral securing our loans may be negatively impacted by climate change, which could impact our financial condition and results of operations.

Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on our customers and impact the communities in which we operate.

Climate change also exposes us and our customers to transition risks associated with the transition to a less carbon-dependent economy.

Further, the effects of physical risks may negatively impact regional and local economic activity, which could lead to an adverse effect on our customers and impact the communities in which we operate.

We and our customers are also exposed to transition risks associated with the transition to a less carbon-dependent economy.

Transition risks may result from changes in policies;

2 unchanged sentences

and/or market preferences to address climate change.

Such changes could materially, negatively impact our business, results of operations, financial condition and/or our reputation, in addition to having a similar impact on our customers.

Such changes could materially, negatively impact our business, results of operations, financial condition and/or our brand, in addition to having a similar impact on our customers.

We have customers who operate in carbon-intensive industries like oil and gas that are exposed to climate risks, such as those risks related to the transition to a less carbon-dependent economy, as well as customers who operate in low-carbon industries that may be subject to risks associated with new technologies.

In addition, ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices, including the shifting sentiment against climate and sustainability initiatives, may subject us to different and potentially conflicting requirements and result in higher regulatory, compliance, credit and reputational risks and costs.

We may also be subject to reputational risk and negative public opinion from shareholder concerns about our, actual or perceived, action, or inaction, in response to climate change, our carbon footprint and our business relationships with customers who operate in carbon-intensive industries.

Our business, reputation and ability to retract and retain employees may be harmed due to stakeholder views and perceptions of our response to climate change.

In addition, ongoing legislative or regulatory uncertainties and changes, as well as divergent stakeholder expectations, regarding climate-related matters, may subject us to additional, different and potentially conflicting requirements and expectations and result in higher regulatory, compliance and other risks and costs.

For example, certain states have enacted or proposed laws addressing climate change and other sustainability issues, including greenhouse gas emissions data and climate-related financial risk disclosure requirements.

On the other hand, certain states have enacted or proposed laws or regulations or taken other actions to prohibit the consideration of environmental and social factors in state investments and contracting.

In addition, 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.

We may also be subject to negative public opinion, and our business, brand and ability to attract and retain employees may be harmed, due to shareholder perceptions of our, actual or perceived, action or inaction in response to climate-related matters, including our carbon footprint and our business relationships with customers who operate in carbon-intensive industries.

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 1A. Risk Factors