What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 480 added, 454 removed, 2134 unchanged (30% of the section changed)

22 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Loan Losses

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Auditing management’s estimate used in determining the ALL for the loan portfolio involved a high degree of subjectivity in evaluating management’s determination of the forecast selection used to derive the reasonable and supportable forecast qualitative adjustment.

Addressed the Matter in

Addressed the

Matter in Our

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s ALL process for the loan portfolio.

19 unchanged sentences

Total cash and cash equivalents

Securities available for sale at estimated fair value (amortized cost-$ 3,282,690 at December 31, 2024 and

$ 4,149,895 at December 31, 2023, allowance for credit losses of $ 0 at December 31, 2024 and

December 31, 2023)

Securities held to maturity, net of allowance for credit losses of $ 18 at December 31, 2024 and $ 17 at

December 31, 2023 (estimated fair value-$ 1,020 at December 31, 2024 and December 31, 2023)

Securities available for sale at estimated fair value (amortized cost-$ 3,264,860 at December 31, 2025 and $ 3,282,690 at December 31, 2024, allowance for credit losses of $ 0 at December 31, 2025 and December 31, 2024)

Securities held to maturity, net of allowance for credit losses of $ 16 at December 31, 2025 and $ 18 at December 31, 2024 (estimated fair value-$ 1,020 at December 31, 2025 and December 31, 2024)

Equity securities at estimated fair value

8 unchanged sentences

Operating lease right-of-use assets

Mortgage servicing rights

Bank-owned life insurance (“BOLI”)

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Shareholders’ Equity

Preferred stock, $ 1.00 par value;

Authorized- 50,000,000 shares, no ne issued

Common stock, $ 2.50 par value;

Authorized- 200,000,000 shares;

issued- 142,694,816 and 142,257,646 at

December 31, 2024 and December 31, 2023, respectively, including 7,348,188 and 7,308,583 shares in treasury

at December 31, 2024 and December 31, 2023, respectively

Preferred stock, $

Common stock, $

at December 31, 2025 and December 31, 2024, respectively, including

shares in treasury at December 31, 2025 and December 31, 2024, respectively

Retained earnings

30 unchanged sentences

Mortgage loan servicing income

Net investment securities (losses) gains

Net investment securities gains (losses)

Total other income

4 unchanged sentences

Other real estate owned (“OREO”) expense

Net (gains) losses on the sales of OREO properties

Net gains on the sales of OREO properties

Equipment expense

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Year Ended December 31

Other comprehensive income (loss) on available-for-sale

(“AFS”) securities, net of tax

Other comprehensive (loss) income on cash flow hedge, net of tax

Other comprehensive income on available-for-sale (“AFS”) securities, net of tax

Other comprehensive loss on cash flow hedge, net of tax

Other comprehensive income on defined benefit pension plan, net of tax

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Comprehensive income:

Other comprehensive loss, net of tax

Other comprehensive income, net of tax

Total comprehensive income, net of tax

Stock based compensation expense

Stock grant forfeiture ( 9,071 shares)

Purchase of treasury stock ( 2,289,859 shares)

Cash dividends ($ 1.44 per share)

Net issuance of common stock under stock-based compensation plans ( 651,294 shares)

Stock grant forfeiture (

Purchase of treasury stock (

Cash dividends ($

Net issuance of common stock under stock-based compensation plans (

Balance at December 31, 2023

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Stock based compensation expense

Stock grant forfeiture ( 8,295 shares)

Purchase of treasury stock ( 33,850 shares)

Cash dividends ($ 1.45 per share)

Net issuance of common stock under stock-based compensation plans ( 246,086 shares)

Stock grant forfeiture (

Purchase of treasury stock (

Cash dividends ($

Net issuance of common stock under stock-based compensation plans (

Balance at December 31, 2024

2 unchanged sentences

Total comprehensive income, net of tax

Acquisition of Piedmont Bancorp, Inc.

Stock based compensation expense

Stock grant forfeiture ( 9,413 shares)

Purchase of treasury stock ( 30,192 shares)

Cash dividends ($ 1.48 per share)

Net issuance of common stock under stock-based compensation plans ( 437,170 shares)

Stock grant forfeiture (

Termination of management stock bonus plan

Purchase of treasury stock (

Cash dividends ($

Net issuance of common stock under stock-based compensation plans (

Balance at December 31, 2025

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Write-downs on bank premises, OREO, leases and equipment

Loss (gain) on securities

(Gain) loss on securities

Loans originated for sale

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Gain on sales of loans

Mortgage repurchase loan losses paid, net of recoveries

Mortgage repurchase loan reserve activity

Stock-based compensation

Excess tax benefits from stock-based compensation arrangements

Deferred income tax (benefit) expense

Deferred income tax expense (benefit)

Amortization of tax credit investments

Originations of mortgage servicing rights

Recoveries of impairment on mortgage servicing rights

Gain on sale of mortgage servicing rights

Increase in cash surrender value of bank-owned life insurance policies

Accretion (amortization) of net periodic pension costs

(Amortization) accretion of net periodic pension costs

Interest receivable

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Proceeds from sales of mortgage servicing rights

Acquisition of Piedmont Bancorp, Inc., net of cash paid

Proceeds from sales of OREO properties

Net change in loans and leases

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

FINANCING ACTIVITIES

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Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

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Interest on deposits and borrowed funds

Income taxes, net of refunds

Amounts in the measurement of lease liabilities

Noncash investing activities:

Transfers of loans held for sale to loans

Transfers of other investment securities to equity securities

Transfers of loans to OREO

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Liabilities assumed

Issuance of common stock as consideration for acquisition

See notes to consolidated financial statements

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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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Such adjustments are of a normal and recurring nature.

In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations have been made.

The Company has evaluated events and transactions subsequent to December 31, 2025 through the date these financial statements were issued.

Based on definitions and requirements of generally accepted accounting principles for “Subsequent Events,” the Company has not identified any events that would require adjustments to, or disclosure in the financial statements other than information related to the acquisition of Piedmont Bancorp, Inc.

(“Piedmont”) disclosed in Note B, Notes to Consolidated Financial Statements.

Cash and Cash Equivalents:

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Equity securities:

Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized in Net investment securities gains in the Consolidated Statements of Income.

Investments in equity securities with readily determinable fair values are measured at fair value, with changes in the fair value recognized in Net investment securities gains in the Consolidated Statements of Income.

Other investment securities:

Certain security investments such as Federal Reserve Bank stock and Federal Home Loan Bank stock that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any.

For other security investments

that do not have readily determinable fair values (non-marketable), they are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative.

Certain security investments such as Federal Reserve Bank stock and Federal Home Loan Bank stock that do not have readily determinable fair values are accounted for at cost minus impairment, if any.

For other security investments that do not have readily determinable fair values (non-marketable), they are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative.

Any adjustments to the carrying value of these investments are recorded in Other income in the Consolidated Statements of Income.

8 unchanged sentences

Loan origination and commitment fees and related direct loan origination costs are deferred and amortized as an adjustment of loan yield over the estimated life of the related loan.

Loan fees net of costs accreted and included in interest income were $ 36,937 ,000, $ 39,509 ,000, and $ 57,424 ,000, for the years of 2024, 2023 and 2022, respectively.

Loan fees net of costs accreted and included in interest income were $ 64,392 ,000, $ 36,937 ,000, and $ 39,509 ,000, for the years

of 2025, 2024 and 2023, respectively.

For all loan classes, past due loans and leases are reviewed on a monthly basis to identify loans and leases for nonaccrual status.

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Financial assets that have been placed on nonaccrual status

For acquired loans not deemed purchased credit deteriorated at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans.

Loans Held for Sale:

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At each reporting date, the Company considers potential indicators of impairment.

United bypassed a qualitative assessment and utilized a quantitative approach to test goodwill for impairment as of September 30, 2024.

United utilized a qualitative approach to test goodwill for impairment as of September 30, 2025.

The goodwill impairment test did not identify any indicators of goodwill impairment.

As of December 31, 2025, and 2024, total goodwill approximated $

1,888,889,000 .

2,018,848,000 and $

1,888,889,000 , respectively.

Mortgage Servicing Rights, Fees and Costs:

9 unchanged sentences

The fees are based on a contractual percentage of the outstanding principal balance of the loans serviced and are recorded in noninterest income.

Amortization of MSRs and mortgage servicing costs are charged to expense when incurred.

Amortization of MSRs and

mortgage servicing costs are charged to expense when incurred.

During the third quarter of 2024, United sold its remaining balance of MSRs.

79 unchanged sentences

Adjustments to the reserve for lending-related commitments on off-balance sheet credit exposures is recorded as other expense in the consolidated statements of income.

The reserve for lending-related commitments is separately classified on the balance sheet and is included in other liabilities.

The reserve for lending-related commitments is separately classified on the balance sheet within liabilities.

The combined allowance for loan losses and reserve for lending-related commitments is considered the allowance for credit losses on loans and leases.

22 unchanged sentences

(Dollars in thousands, except per share)

Distributed earnings allocated to common

Undistributed earnings allocated to common

Net earnings allocated to common

Distributed earnings allocated to common stock

Undistributed earnings allocated to common stock

Net earnings allocated to common shareholders

Average common shares outstanding

19 unchanged sentences

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04,

“Induced Conversions of Convertible Debt Instruments.” ASU 2024-04

provides additional guidance on whether induced conversion or extinguishment accounting should be applied to certain settlements of convertible debt instruments that do not occur in accordance with the instruments’ preexisting terms.

requires entities to apply a preexisting contract approach.

In December 2025, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements.” ASU 2025-11 is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” ASU 2025-11 is effective for all public business entities for annual periods beginning after December 15, 2027, with early adoption permitted.

The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s financial condition or results of operations.

In November 2025, the FASB released ASU 2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.” ASU 2025-09 amends certain aspects of the hedge accounting guidance in ASC 815.

In addition to addressing stakeholder concerns, the amendments are intended to more closely align hedge accounting with the economics of an entity’s risk management activities.

ASU 2025-09 is effective for all public business entities for annual periods beginning after December 15, 2026, with early adoption permitted.

The ASU 2025-09 guidance should be applied prospectively for all hedging relationships as of the date of adoption.

Entities must disclose the nature of and reason for the change in accounting principle, as well as the method of applying the change, in both the interim reporting period and the annual reporting period in which they adopt the ASU.

The adoption of ASU 2025-09 is not expected to have a material impact on the Company’s financial condition or results of operations.

In November 2025, the FASB released ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326):

Purchased Loans.” ASU 2025-08 makes significant changes to the accounting for certain acquired seasoned loans subject to the current expected credit loss model (CECL).

No changes were made to the existing models for originated assets, purchased credit deteriorated assets (PCD) or other acquired assets.

Under the ASU 2025-08, the initial allowance for credit losses recorded upon the acquisition of loans in scope is recognized as an adjustment to the amortized cost basis of the loan–similar to the PCD model.

For these loans, the “day-one” credit loss estimate does not impact earnings immediately but rather is amortized over time as an adjustment to interest income.

Subsequent changes in the allowance for credit losses are reported in earnings within credit loss expense.

ASU 2025-08 is effective for all business entities for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact the adoption of ASU 2025-08 may have on the Company’s financial condition or results of operations for subsequent acquisitions.

In September 2025, the FASB released ASU 2025-06, “Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 modernizes the accounting for internal-use software (the existing internal-use software guidance does not contemplate more current methods of software development).

The amendments in ASU 2025-06 are limited and focused on the key challenge that entities face in applying FASB ASC 350-40—applying that guidance to software that is developed using an incremental and iterative method.

The amendments in ASU 2025-06 apply to all entities subject to the internal-use software guidance in FASB ASC 350-40.

The amendments also apply to all entities that account for website development costs in accordance with FASB ASC 350-50, Intangibles— Goodwill and Other—Website Development Costs.

ASU 2025-06 is effective for all business entities for annual periods beginning after December 15, 2027, with early adoption permitted.

The adoption of ASU 2025-06 is not expected to have a material impact on the Company’s financial condition or results of operations.

In July 2025, the FASB released ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 amends ASC Subtopic 326-20 to provide a practical expedient for all entities and an accounting policy election for all entities, other than public business entities, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

ASU 2025-05 addresses concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions.

ASU 2025-05 is effective for all business entities for annual periods beginning after December 15, 2025, with early adoption permitted.

The adoption of ASU 2025-05 is not expected to have a material impact on the Company’s financial condition or results of operations.

In May 2025, The FASB has released ASU 2025-03, “Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.” ASU 2025-03 is based on an EITF Issue and revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15.

Previously, the accounting acquirer in such transactions was always the primary beneficiary.

ASU 2025-03 is effective for all business entities for annual periods beginning after December 15, 2026.

The adoption of ASU 2025-03 is not expected to have a material impact on the Company’s financial condition or results of operations.

In January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2025-01 revised the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Entities within the ASU’s scope are permitted to early adopt.

The adoption of ASU 2025-01 is not expected to have a material impact on the Company’s financial condition or results of operations but could change certain disclosures in United’s SEC filings.

In November 2024, the FASB issued Accounting Standards Update ASU 2024-04, “Induced Conversions of Convertible Debt Instruments.” ASU 2024-04 provides additional guidance on whether induced conversion or extinguishment accounting should be applied to certain settlements of convertible debt instruments that do not occur in accordance with the instruments’ preexisting terms.

ASU 2024-04 requires entities to apply a preexisting contract approach.

To qualify for induced conversion accounting under this approach, the inducement offer is required to preserve the form of consideration and result in an amount of consideration that is not less than that issuable pursuant to the preexisting conversion privileges.

clarifies how entities should assess the form and amount of consideration when applying this approach.

is effective for public business entities for annual periods beginning after December 15, 2025, with early adoption permitted, and can be adopted either on a prospective or retrospective basis.

The adoption of ASU 2024-04

is not expected to have an impact on the Company’s financial condition or results of operations.

ASU 2024-04 clarifies how entities should assess the form and amount of consideration when applying this approach.

ASU 2024-04 is effective for public business entities for annual periods beginning after December 15, 2025, with early adoption permitted, and can be adopted either on a prospective or retrospective basis.

However, the effective date was updated by ASU 2025-01.

The adoption of ASU 2024-04 is not expected to have a material impact on the Company’s financial condition or results of operations.

In November 2024, the FASB issued Accounting Standards Update ASU 2024-03, “Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities.

3 unchanged sentences

GAAP, and that are recorded in a relevant expense caption, must be presented in the same tabular disclosure.

ASU 2024-03 does not change or remove existing expense disclosure requirements;

2024-03 does not change or remove existing expense disclosure requirements;

however, it may affect where that information appears in the footnote to the financial statements.

1 unchanged sentence

Entities are permitted to early adopt the standard and apply retrospectively for annual financial statements that have not yet been issued or made available for issuance.

The adoption of ASU 2024-03 is not expected to have an impact on the Company’s financial condition or results of operations but could change certain disclosures in United’s SEC filings.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,

“Improvements to Income Tax Disclosures.” ASU 2023-09

enhances annual income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

also includes certain other amendments to improve the

effectiveness of income tax disclosures.

is effective for public business entities for annual periods beginning after December 15, 2024.

The adoption of ASU 2024-03 is not expected to have a material impact on the Company’s financial condition or results of operations but could change certain disclosures in United’s SEC filings.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 enhances annual income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.

Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance.

The adoption of ASU 2023-09

is not expected to have an impact on the Company’s financial condition or results of operations but could change certain disclosures in United’s SEC filings.

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07

improve reportable segment disclosure requirements, mainly through enhanced disclosures about significant segment expenses.

The adoption of ASU 2023-09 did not have a material impact on the Company’s financial condition or results of operations but did change certain disclosures in United’s SEC filings.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07 improve reportable segment disclosure requirements, mainly through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

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Early adoption of the amendment is permitted.

The adoption of ASU 2023-07

did not have an impact on the Company’s financial condition or results of operations but changed certain disclosures in United’s SEC filings starting with this Annual Report on Form 10-K.

In October 2023, the FASB issued ASU 2023-06,

“Disclosure Improvements:

The adoption of ASU 2023-07 did not have an impact on the Company’s financial condition or results of operations but changed certain disclosures in United’s SEC filings.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which adopts certain disclosure requirements referred by the SEC.

For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X

or Regulation S-K

becomes effective, with early adoption prohibited.

For all other entities, the amendments will be effective two years later.

The adoption of ASU 2023-06

did not have an impact on the Company’s financial condition or results of operations.

The adoption of ASU 2023-06 did not have an impact on the Company’s financial condition or results of operations.

In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60).” ASU 2023-05 requires a joint venture to apply a new basis of accounting at its formation date by valuing the net assets contributed at fair value for both business and asset transactions.

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The adoption of ASU 2023-05 is not expected to have an impact on the Company’s financial condition or results of operations.

In July 2023, the FASB issued ASU No.

2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

These updates were immediately effective and did not have a significant impact on the Company’s financial statements.

In March 2023, the FASB issued Accounting ASU 2023-02, “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

The amendments in this ASU apply to all reporting entities that hold tax equity investments that meet the conditions for and elect to account for them using the proportional amortization method or an investment in a low income housing tax credit (“LIHTC”) structure through a limited liability entity that is not accounted for using the proportional amortization method and to which certain LIHTC-specific guidance removed from Subtopic 323-740 has been applied.

Additionally, the disclosure requirements apply to investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the

proportional amortization method (including investments within that elected program that do not meet the conditions to apply the proportional amortization method).

was effective for United on January 1, 2024.

Additionally, the disclosure requirements apply to investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method (including investments within that elected program that do not meet the conditions to apply the proportional amortization method).

ASU 2023-02 was effective for United on January 1, 2024.

The amendments in this update must be applied on either a modified retrospective or a retrospective basis except for LIHTC investments not accounted for using the proportional amortization method.

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The adoption of ASU 2022-03 did not have a material impact on the Company’s financial condition or results of operations.

In March 2022, the FASB issued ASU No.

2022-02, “Troubled Debt Restructurings and Vintage Disclosures”.

ASU 2022-02 updates the requirements for accounting for credit losses under ASC 326, eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40, and enhances creditors’ disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty.

ASU 2022-02 also amends the guidance on “vintage disclosures” to require disclosure of gross write-offs by year of origination.

2022-02 was effective for public business entities that have adopted Topic 326 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption of the amendment was permitted.

2022-02 was adopted by United prospectively for the period beginning January 1, 2023.

The adoption did not have a material impact on the Company’s financial condition or results of operations.

However, ASU No.

2022-02 did affect the Company’s disclosures.

For additional information, see notes to Consolidated Financial Statements, Note E, “Credit Quality,” in this Form 10-K.

In March 2022, the FASB issued ASU No.

“Derivatives and Hedging (Topic 815):

Fair Value Hedging – Portfolio Layer Method”.

further aligns risk management objectives with hedge accounting results on the application of the last-of-layer

method, which was first introduced in ASU No.

The enhanced guidance further improves the last-of-layer

concepts to expand to nonprepayable financial assets and allows more flexibility in the derivative structures used to hedge the interest rate risk.

also provides guidance on the relationship between the portfolio layer method requirements and other areas of GAAP.

is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption of the amendment is permitted if an entity has adopted ASU 2017-12

for the corresponding period.

was adopted by United on January 1, 2023.

The adoption did not have a material impact on the Company’s financial condition or results of operations.

In October 2021, the FASB issued ASU No.

“Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”.

amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

As a result of these amendments, it is expected that an acquirer

will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements.

is effective for public business entities

for fiscal years beginning after December

2022 , including interim periods within those fiscal years.

The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Early adoption of the amendments is permitted.

2021-08 was adopted by the Company on January

The adoption did

impact on the Company’s financial condition or results of operations.

NOTE B--MERGERS

AND ACQUISITIONS

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

NOTE B--MERGERS AND ACQUISITIONS

On January 10, 2025 (“Acquisition Date”), United consummated its acquisition of Piedmont Bancorp, Inc.

(“Piedmont”).

Piedmont was merged with and into United (the “Merger”), pursuant to the terms of the Agreement and Plan of Merger, dated May 9, 2024, by and between United and Piedmont (the “Agreement”).

The Merger was accounted for under the acquisition method of accounting.

Piedmont, headquartered in Atlanta, Georgia had 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 January 10, 2025.

Piedmont was the holding company for The Piedmont Bank, a Georgia state-chartered bank, with sixteen locations in the

State of Georgia.

Under the terms of the Agreement, each outstanding share of common stock of Piedmont was converted into the right to receive 0.3 shares of United common stock, par value $ 2.50 per share.

Also pursuant to the Agreement, as of the effective time of the Merger, each option to purchase shares of Piedmont Common Stock (each, a “Piedmont Stock Option”) that is outstanding under the Piedmont Bancorp, Inc.

2009 Stock Option Plan (the “Piedmont Stock Plan”) immediately prior to the Effective Time, was, to the extent not vested, became fully vested and exercisable and was canceled in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of:

(i) the excess, if any, of the product of (A) the volume-weighted average of the closing sales price on Nasdaq of United Common Stock for the 10 full trading days ending on the second trading day immediately preceding the Effective Date (the “Average United Closing Price”) multiplied by (B) the Exchange Ratio, over the applicable exercise price of such Piedmont Stock Option;

Piedmont was the holding company for The Piedmont Bank, a Georgia state-chartered bank, with sixteen locations in the State of Georgia.

Under the terms of the Agreement, each outstanding share of common stock of Piedmont was converted into the right to receive 0.300 shares of United common stock, par value $ 2.50 per share (the “Exchange Ratio”).

Also pursuant to the Agreement, as of the effective time of the Merger, each option to purchase shares of Piedmont Common Stock (each, a “Piedmont Stock Option”) that was outstanding under the Piedmont Bancorp, Inc.

2009 Stock Option Plan (the “Piedmont Stock Plan”) immediately prior to the effective time of the Merger, was, to the extent not vested, became fully vested and exercisable and was canceled in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of:

(i) the excess, if any, of the product of (A) the volume-weighted average of the closing sales price on Nasdaq of United Common Stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the Merger (the “Average United Closing Price”) multiplied by (B) the Exchange Ratio, over the applicable exercise price of such Piedmont Stock Option;

and (ii) the number of shares of Piedmont Common Stock subject to such Piedmont Stock Option, less any required withholding taxes.

Also pursuant to the Agreement, as of the effective time of the Merger, each warrant to purchase shares of Piedmont Common Stock (each, a “Piedmont Stock Warrant”) that was outstanding under the Piedmont Stock Plan or individual award agreement immediately prior to the Effective Time, was, to the extent not vested, became fully vested and exercisable and canceled, and in consideration therefor, at the election of the holder (i) converted into a warrant to purchase shares of United common stock with adjustments to the exercise price and number of shares to take into account the Exchange Ratio or (ii) received a lump sum cash payment with respect thereto equal to the product of:

(A) the excess, if any, of the product of (x) the Average United Closing Price multiplied by (y) the Exchange Ratio, over the applicable exercise price of such Piedmont Stock Warrant;

and (B) the number of shares of Piedmont Common Stock subject to such Piedmont Stock Warrant, less any required withholding taxes.

In addition, at the Effective Time, each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont Common Stock subject to vesting, repurchase or other lapse restriction under a Piedmont Stock Plan that was outstanding immediately prior to the Effective Time other than a Piedmont Option or a Piedmont Stock Warrant (each, a “Piedmont Stock Award”) became fully vested, cancelled and converted automatically into the right to receive the Merger Consideration (with any fractional share being entitled to receive cash in lieu thereof) in respect of each share of Piedmont Common Stock underlying such Piedmont Stock Award, less any required withholding taxes.

In addition, at the effective time of the Merger, each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont Common Stock subject to vesting, repurchase or other lapse restriction under a Piedmont Stock Plan that was outstanding immediately prior to the Effective Time other than a Piedmont Option or a Piedmont Stock Warrant (each, a “Piedmont Stock Award”) became fully vested, cancelled and converted automatically into the right to receive the Merger Consideration (with any fractional share being entitled to receive cash in lieu thereof) in respect of each share of Piedmont Common Stock underlying such Piedmont Stock Award, less any required withholding taxes.

Immediately following the Merger, The Piedmont Bank, a wholly-owned subsidiary of Piedmont, merged with and into United Bank, a wholly-owned subsidiary of United (the “Bank Merger”) pursuant to an Agreement and Plan of Merger dated May 9, 2024 (the “Bank Plan of Merger”).

United Bank survived the Bank Merger and continues to exist as a Virginia banking corporation.

For the year of 2024, United recorded acquisition-related costs of $ 2,870,000 .

NOTE C--INVESTMENT

The former Piedmont offices operate under the DBA United Bankshares.

The Piedmont Merger was accounted for under the acquisition method of accounting.

The results of operations of Piedmont are included in the consolidated results of operations from the Acquisition Date.

At the Acquisition Date, Piedmont had $ 2,356,883 ,000 in total assets, $

2,079,933 ,000 in loans and leases, net of unearned income and $ 2,105,402 ,000 in deposits.

For the year of 2025, United recorded acquisition-related costs

for the Piedmont merger of $ 31,407 ,000, including a provision for credit losses of $ 18,726 ,000 for purchased non-credit deteriorated (“non-PCD”) loans.

The aggregate purchase price was $ 280,967 ,000, including common stock valued at $ 280,946 ,000 and cash paid for fractional shares of $ 21 ,000.

The number of shares issued in the transaction was 7,860,831 , which were valued based on the closing market price of $ 35.74 for United’s common shares on January 10, 2025.

The purchase price has been allocated to the identifiable tangible and intangible assets resulting in additions to goodwill, and core deposit intangibles of $ 129,959 ,000 and $ 32,764 ,000, respectively.

The goodwill recognized results from the expected synergies and potential earnings from the combination of United and Piedmont.

None of the goodwill from the Piedmont acquisition is expected to be deductible for tax purposes.

The core deposit intangible is expected to be amortized on an accelerated basis over ten years from the date of the merger.

United used an independent third party to help determine the fair values of the assets and liabilities acquired from Piedmont.

As a result of the merger, United recorded fair value discounts of $ 64,065 ,000 on the loans and leases acquired, $ 24,977 ,000 on available-for-sale investment securities acquired, and $ 3,492 ,000 on land acquired, respectively, and premiums of $ 1,469 ,000 on buildings acquired and $ 408 ,000 on interest-bearing time deposits, respectively.

United also recorded an allowance for loan and lease losses of $ 36,244 ,000 on the loans acquired split between $ 17,518 ,000 for purchased credit deteriorated (“PCD”) loans which is part of the acquisition date fair value, and $ 18,726 ,000 for non-PCD loans recorded to the provision for credit losses.

In addition, United also recorded a reserve for lending-related commitments of $ 4,058 ,000 on the loan commitments acquired with an offset within other expense.

The discounts and premium amounts, except for discount on the land acquired, are being accreted or amortized on an accelerated or straight-line basis, based on the type of asset or liability, over each asset’s or liability’s estimated remaining life at the time of acquisition.

At December 31, 2025, the premium on the buildings had an average estimated remaining life of 30.50 years.

Portfolio loans acquired from Piedmont were recorded at their fair value at the Acquisition Date based on a discounted cash flow methodology.

The estimated fair value incorporates adjustments related to market loss assumptions and prevailing market interest rates for comparable assets and other market factors such as liquidity from the perspective of a market participant.

Also, acquired portfolio loans and leases were evaluated upon acquisition and classified as either PCD, which indicates that the loan has experienced a more-than-insignificant deterioration in credit quality since origination, or non-PCD.

United considered a variety of factors in evaluating the acquired loans and leases for a more-than-insignificant deterioration in credit quality, including but not limited to risk grades, delinquency, nonperforming status, current or previous troubled debt restructurings or bankruptcies, watch list credits and other qualitative factors that indicated a deterioration in credit quality since origination.

For PCD loans and leases, an initial allowance is determined based on the same methodology as other portfolio loans and leases.

This initial allowance for loan and lease losses is allocated to individual PCD loans and leases and added to the acquisition date fair values to establish the initial amortized cost basis for the PCD loans and leases.

The difference between the unpaid principal balance (“UPB”), or par value, of PCD loans and leases and the amortized cost basis is considered to relate to noncredit factors and resulted in a discount of $ 20,906 ,000 at Acquisition Date.

This discount will be recognized through interest income on a level-yield method over the life of the loans which is estimated at December 31, 2025 to be a weighted-average of 5.50 years.

acquired loans and leases, the differences between the initial fair value and the UPB, or par value, are recognized as interest income on a level-yield basis over the lives of the related loans and leases which at December 31, 2025 is estimated to be a weighted-average of 4.80 years.

The total fair value mark on the non-PCD loans at the Acquisition Date was $ 43,159 ,000

At the Acquisition Date, an initial allowance for expected loan and lease losses of $ 18,726 ,000

was recorded with a corresponding charge to the provision for credit losses in the Consolidated Statements of Income.

Subsequent changes in the allowance for credit losses related to PCD and non-PCD loans and leases are recognized in the provision for credit losses.

The following table provides a reconciliation of the difference between the purchase price and the par value of portfolio PCD loans and leases acquired from Piedmont as of the Acquisition Date:

(Dollars in thousands)

Purchase price of PCD loans and leases at acquisition

Allowance for credit losses at acquisition

Non-credit discount at acquisition

Par value (UPB) of acquired PCD loans and leases at acquisition

The consideration paid for Piedmont’s common equity and the amounts of acquired identifiable assets and liabilities assumed as of the Piedmont Acquisition Date were as follows:

(Dollars in thousands)

Purchase price:

Value of common shares issued (7,860,831 shares)

Cash for fractional shares

Total purchase price

Identifiable assets:

Cash and cash equivalents

Investment securities

Net loans and leases

Premises and equipment

Operating lease right-of-use assets

Core deposit intangible

Total identifiable assets

Identifiable liabilities:

Long-term borrowings

Operating lease liabilities

Other liabilities

Total identifiable liabilities

Fair value of net assets acquired including identifiable intangible assets

Resulting goodwill

During the twelve month period subsequent to the Acquisition Date (“Measurement Period”) the Company reviewed information relating to events and circumstances existing as of the Acquisition Date that impacted the preliminary fair value estimates of the acquired assets and liabilities.

In the table of acquired net assets above, the amount of net assets acquired reflect Measurement Period adjustments made since the Acquisition Date that resulted in a net increase in net assets acquired of $

and therefore, a corresponding decrease in resulting goodwill from the acquisition.

The increase in net assets acquired was primarily driven by an increase of $ 5,910 ,000

in deferred taxes on fair value adjustments partially offset by an increase of $ 1,024 ,000

in accrued liabilities based on factors that were determined to be in existence as of the Acquisition Date.

The operating results of United include operating results of acquired assets and assumed liabilities subsequent to the Acquisition Date.

The operations of United’s Georgia geographic area, which comprises the acquired operations of Piedmont provided $ 151,925 ,000

in total revenues (net interest income plus other income), and $ 102,675 ,000

in net income, excluding non-allocated items, since the Acquisition Date.

These amounts are included in United’s consolidated financial statements as of December 31, 2025 and for the year of 2025.

Piedmont’s results of operations prior to the Acquisition Date are not included in United’s consolidated results of operations.

The following table presents certain unaudited pro forma information for the results of operations for the year ended December 31, 2025 and 2024, as if the Piedmont merger had occurred on January 1, 2025 and 2024, respectively.

These results combine the historical results of Piedmont into United’s consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair valuation adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on the indicated date nor are they intended to represent or be indicative of future results of operations.

In particular, no adjustments have been made to eliminate the amount of Piedmont’s provision for credit losses for 2025 and 2024 that may not have been necessary had the acquired loans been recorded at fair value as of the beginning of 2025 and 2024.

Additionally, United expects to achieve operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts.

(Dollars in thousands)

Total Revenues (1)

Represents net interest income plus other income

NOTE C--INVESTMENT SECURITIES

Securities Available for Sale

6 unchanged sentences

State and political subdivisions

Residential mortgage-backed securities

Commercial mortgage-backed securities

Residential mortgage-backed securities Agency

Commercial mortgage-backed securities Agency

Asset-backed securities

6 unchanged sentences

State and political subdivisions

Residential mortgage-backed securities

Residential mortgage-backed securities Agency

Commercial mortgage-backed securities

64 unchanged sentences

Each of the agency mortgage-backed securities provides a guarantee of full and timely payments of principal and interest by the issuing agency.

Based upon management’s analysis and judgment, it was determined that none of the agency mortgage-backed securities had credit losses at December 31, 2024.

Based upon management’s analysis and judgment, it was determined that none

of the agency mortgage-backed securities had credit losses at December 31, 2025.

United’s non-agency residential mortgage-backed securities portfolio relates to securities of various private label issuers.

1 unchanged sentence

Of the $ 42,792,000 , 100 % was rated AAA.

Based upon management’s analysis and judgment, it was determined that none of the non-agency residential mortgage-backed securities had credit losses at December 31, 2024.

Based upon management’s analysis and judgment, it was determined that none

of the non-agency residential mortgage-backed securities had credit losses at December 31, 2025.

Asset-backed securities

32 unchanged sentences

Net gains recognized during the period on equity securities sold

Unrealized gains recognized during the period on equity securities still held at period end

Unrealized gains recognized during the period on equity securities still held at

Unrealized losses recognized during the period on equity securities still held at period end

Net gains (losses) recognized during the period

Net gains recognized during the period

Other investment securities

6 unchanged sentences

(In thousands)

December 31, 2025

December 31, 2024

Commercial, financial and agricultural:

15 unchanged sentences

During 2025, $ 22,432,000 of new loans were made and repayments totaled $ 2,693,000 .

NOTE E--CREDIT

NOTE E--CREDIT QUALITY

Management monitors the credit quality of its loans and leases on an ongoing basis.

27 unchanged sentences

Residential real estate

Construction & land

Construction & land development

Other consumer

13 unchanged sentences

The percentage of the amortized cost basis of loans and leases that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of financing receivable is also represented below.

Amortized Cost Basis of L o

an Modifications Made to Borrowers Experiencing Financial Difficulty

Amortized Cost Basis of Loan Modifications Made to Borrowers Experiencing Financial Difficulty

For the Year ended December 31, 2025

(Dollars in thousands)

Insignificant

Interest Rate

1 unchanged sentence

Interest Rate

Term Extension &

Interest Rate Reduction

& Payment Delay

3 unchanged sentences

Owner-occupied

Nonowner-occupied

Other commercial

Residential real

Construction & land

Residential real estate

Construction & land development

Other consumer

1 unchanged sentence

For the Year ended December 31, 2024

(Dollars in thousands)

Insignificant

Interest Rate

9 unchanged sentences

Other commercial

Residential real

Construction & land

Residential real estate

Construction & land development

Other consumer

7 unchanged sentences

As of December 31, 2024

(In thousands)

Commercial real estate:

10 unchanged sentences

Interest Rate

Insignificant

Interest Rate

4 unchanged sentences

Residential Real Estate

Construction & land development

Construction & land

Other consumer

The following table presents loan or lease modifications completed within the last 12 months to borrowers experiencing financial difficulty had a payment default during the year ended December 31, 2024.

No loan or lease modifications completed within the last 12 months to borrowers experiencing financial difficulty had a payment default during the year ended December 31, 2025.

Amortized Cost Basis of Modified Loans That Subsequently Defaulted

The following table presents loan or lease modifications completed within the 12-month period ended December 31, 2024 to borrowers experiencing financial difficulty had a payment default during the year ended December 31, 2024 .

For the Year ended December 31, 2024

(Dollars in thousands)

Interest Rate

7 unchanged sentences

Residential real estate

Construction & land development

Construction & land

Other consumer

9 unchanged sentences

Residential real estate

Construction & land development

Construction & land

Collateral Dependent Loans and Leases

At December 31, 2025

(In thousands)

Other consumer

21 unchanged sentences

Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity).

Adverse economic or market conditions, such as interest rate increases or the entry

of a new competitor, may also support a special mention rating.

Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating.

Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices.

For loans with a consumer credit exposure, loans that are past due

30 - 89 days are generally considered special mention.

For loans with a consumer credit exposure, loans that are past due 30 - 89 days are generally considered special mention.

A substandard loan with a corporate credit exposure is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

1 unchanged sentence

They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

They require more intensive supervision by management.

They require more intensive supervision by

Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization.

2 unchanged sentences

For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on nonaccrual are considered substandard.

A loan with corporate credit exposure is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable.

corporate credit exposure is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable.

A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the loan, its classification as loss is deferred.

2 unchanged sentences

Generally, there are not any loans with a consumer credit exposure that are classified as doubtful.

Usually, they are charged-off

prior to such a classification.

Usually, they are charged-off prior to such a classification.

Based on the most recent analysis performed, the risk category of loans and leases as well as charge-offs and recoveries by class of loans is as follows.

1 unchanged sentence

Commercial Real Estate – Owner-occupied

(In thousands)

Origination Year

Revolving loans

amortized cost

(In thousands)

Origination Year

As of December 31, 2025

4 unchanged sentences

Current-period net recoveries

(In thousands)

Origination Year

Revolving loans

amortized cost

(In thousands)

Origination Year

As of December 31, 2024

1 unchanged sentence

Special Mention

Current-period charge-offs

Current-period charge-

Current-period recoveries

Current-period net recoveries (charge-offs)

Current-period net

Commercial Real Estate – Nonowner-occupied

3 unchanged sentences

amortized cost

Revolving loans

As of December 31, 2025

1 unchanged sentence

Special Mention

Current-period charge-offs

Current-period

Current-period recoveries

Current-period net recoveries

(charge-offs)

Current-period net

(In thousands)

2 unchanged sentences

amortized cost

Revolving loans

leases converted

to term loans

As of December 31, 2024

Internal Risk Grade:

Special Mention

1 unchanged sentence

Current-period recoveries

Current-period net recoveries

Current-period net

(charge-offs) recoveries

Other commercial

10 unchanged sentences

Current-period recoveries

Current-period net (charge-

offs) recoveries

(In thousands)

Current-period net charge- offs

Term Loans and leases

Origination Year

loans and leases

Revolving loans

amortized cost

loans and leases

(In thousands)

Origination Year

As of December 31, 2024

3 unchanged sentences

Current-period recoveries

Current-period net (charge-

offs) recoveries

Current-period net

recoveries (charge- offs)

Residential Real Estate

1 unchanged sentence

Origination Year

Revolving loans

amortized cost

4 unchanged sentences

Current-period recoveries

Current-period net (charge- offs) recoveries

Current-period net

(charge- offs) recoveries

(In thousands)

Origination Year

Revolving loans a

mortized cost

As of December 31, 2024

3 unchanged sentences

Current-period recoveries

Current-period net recoveries (charge-offs)

Current-period net (charge- offs) recoveries

Construction and Land Development

10 unchanged sentences

(In thousands)

Term Loans Origination Year

Origination Year

Revolving loans

6 unchanged sentences

Current-period net recoveries

Revolving loans

(In thousands)

Origination Year

Revolving loans

(In thousands)

amortized cost

As of December 31, 2025

4 unchanged sentences

Current-period net charge-offs

(In thousands)

Origination Year

Revolving loans

(In thousands)

amortized cost

Revolving loans

As of December 31, 2024

5 unchanged sentences

Other Consumer

(In thousands)

Origination Year

Revolving loans

(In thousands)

amortized cost

Revolving loans

As of December 31, 2025

4 unchanged sentences

Current-period net charge-offs

(In thousands)

Origination Year

Revolving loans

(In thousands)

amortized cost

4 unchanged sentences

Current-period recoveries

Current-period net (charge-

offs) recoveries

Current-period net charge-offs

N OTE F—ALLOWANCE FOR CREDIT LOSSES

3 unchanged sentences

Charge-offs are recognized as a deduction from the allowance for credit losses.

Expected recoveries of amounts previously charged-off,

not to exceed the aggregate of the amount previously charged-off,

are included in determining the necessary reserve at the balance sheet date.

United made a policy election to present the accrued interest receivable balance separately in its consolidated balance sheets from the amortized cost of a loan.

Expected recoveries of amounts previously charged-off, not to exceed the aggregate of the amount previously charged-off, are included in determining the necessary reserve at the balance sheet date.

made a policy election to present the balance separately in its consolidated balance sheets from the amortized cost of a loan.

Accrued interest receivable was $ 95,960,000 and $ 87,062,000 at December 31, 2025 and December 31, 2024, respectively, related to loans and leases are included separately in “Accrued interest receivable” in the consolidated balance sheets.

23 unchanged sentences

United maintains an allowance for loan losses and a reserve for lending-related commitments such as unfunded loan commitments and letters of credit.

For a detailed discussion of the methodology used to estimate the reserve for lending-related commitments, see Note A, “Summary of Significant Accounting Policies.” The reserve for lending-related commitments of $ 34,911,000 and $ 44,706,000 at December 31, 2024 and December 31, 2023, respectively, is separately classified on the balance sheet and is included in other liabilities.

For a detailed discussion of the methodology used to estimate the reserve for lending-related commitments, see Note A, “Summary of Significant Accounting Policies.” The reserve for lending-related commitments of $ 35,075,000 and $ 34,911,000 at December 31, 2025 and December 31, 2024, respectively, is separately classified on the balance sheet within liabilities.

The combined allowance for loan losses and reserve for lending-related commitments is considered the allowance for credit losses.

4 unchanged sentences

United’s allowance for loan and lease losses at December 31, 2025 increased $ 25,674,000 or 9.44 % from December 31, 2024.

The increase in the allowance for loan and lease losses was primarily driven by increased outstanding loan balances for the real estate construction and development and residential real estate loan segments as well as increased reasonable and supportable forecast adjustments for the commercial real estate nonowner-occupied loan segment.

As previously mentioned, during the year of 2025, United recorded an allowance for loan and lease losses on acquired Piedmont non-PCD loans of $ 18,726,000 and on acquired Piedmont PCD loans of $ 17,518,000 .

The year of 2025 qualitative adjustments include analyses of the following:

3 unchanged sentences

past due, nonaccrual and adversely classified loans and leases;

and concentrations of credit and external factors.

external environment;

and concentrations of credit.

Reasonable and supportable forecasts

2 unchanged sentences

Assumptions for the economic variables were the following:

The forecast for real GDP shifted slightly in the fourth quarter, from a projection of 2.00 % for 2025 as of mid-September 2024 to 2.10 % for 2025 as of mid-December with a projection of 2.00 % for 2026.

The unemployment rate forecast also shifted slightly in the fourth quarter from a projection of 4.40 % for 2025 as of mid-September 2024 to 4.30 % for 2025 as of mid-December with a projection of 4.30 % for 2026.

The forecast for real GDP improved in the fourth quarter, from a projection of 1.80 % for 2026 as of mid-September 2025 to 2.30 % for 2026 as of mid-December with a projection of 2.00 % for 2027.

The unemployment rate forecast remained consistent in the fourth quarter with a projection of 4.40 % for 2026 as of mid-September 2025 and as of mid-December with a projection of 4.20 % for 2027.

Greater risk of loss in the office portfolio due to continued hybrid and remote work that may be exacerbated by future economic conditions.

3 unchanged sentences

For the Year Ended December 31, 2025

(In thousands)

Commercial Real

Construction &

(In thousands)

Allowance for Loan and Lease Losses:

Beginning balance

Initial allowance for PCD loans (acquired during the period)

Ending balance

3 unchanged sentences

Commercial Real

Construction &

Allowance for Loan and Lease Losses:

5 unchanged sentences

Balance of allowance for loan and lease losses at beginning of period

Initial allowance for acquired PCD loans

Gross charge-offs

65 unchanged sentences

(In thousands)

Gross Carrying

Amortized intangible assets:

Core deposit intangible assets

Community Banking

(In thousands)

Gross Carrying

Goodwill not subject to amortization

Goodwill not subject to

December 31, 2024

Community Banking

Mortgage Banking

(In thousands)

1 unchanged sentence

Core deposit intangible assets

Goodwill not subject to amortization

Goodwill not subject to

The following table provides a reconciliation of goodwill:

(In thousands)

Goodwill at December 31, 2024

Addition to goodwill from Piedmont acquisition

Goodwill at December 31, 2025

The following table sets forth the anticipated amortization expense for intangible assets for the years subsequent to 2025:

1 unchanged sentence

2031 and thereafter

NOTE J—MORTGAGE SERVICING RIGHTS

Mortgage loans serviced for others are not included in the accompanying Consolidated Balance Sheets.

The value of mortgage servicing rights (“MSRs”) is included on the Company’s Consolidated Balance Sheets.

During the third quarter of 2024, United sold its remaining MSRs at a net gain of $ 7,086,000 .

The unpaid principal balances of loans serviced for others was approximately $ 1,202,448,000 at December 31, 2023.

Because of the sale of its remaining MSRs during the third quarter of 2024, there was no estimated fair value of the MSRs at December 31, 2024.

The estimated fair value of the mortgage servicing rights was $ 13,427,000 at December 31, 2023.

The estimated fair value of servicing rights at December 31, 2023 was determined using a net servicing fee of 0.25 %, average discount rates ranging from 10.50 % to 10.82 % with a weighted average discount rate of 10.58 %, average constant prepayment rates (“CPR”) ranging from 7.84 % to 10.25 % with a weighted average prepayment rate of 9.43 %, depending upon the stratification of the specific servicing right, and a delinquency rate, including loans on forbearance of 3.29 %.

Please refer to Note W in these Notes to Consolidated Financial Statements for additional information concerning the fair value of MSRs.

The following presents the activity in mortgage servicing rights, including their valuation allowance for the year ended December 31, 2024 and 2023:

(In thousands)

December 31, 2024

December 31, 2023

MSRs beginning balance

Amount capitalized

Amount amortized

MSRs ending balance

MSRs valuation allowance beginning balance

Aggregate additions charged and recoveries credited to operations

MSRs impairment

MSRs valuation allowance ending balance

MSRs, net of valuation allowance

In determining impairment, the Company aggregated all servicing rights and stratified them into tranches based on predominant risk characteristics.

The estimated amortization expense was based on information regarding future loan payments and prepayments.

NOTE K—DEPOSITS

NOTE J—DEPOSITS

The book value of deposits consisted of the following:

12 unchanged sentences

The aggregate dollar amount of these deposits was $ 32,822,000 and $ 34,197,000 at December 31, 2025 and 2024, respectively.

NOTE L—SHORT-TERM BORROWINGS

NOTE K—SHORT-TERM BORROWINGS

At December 31, 2025 and 2024, short-term borrowings were as follows:

15 unchanged sentences

Interest paid on short-term borrowings approximated $ 5,786,000 , $ 8,063,000 , and $ 6,390,000 in 2025, 2024 and 2023, respectively.

NOTE M—LONG-TERM BORROWINGS

NOTE L—LONG-TERM BORROWINGS

United’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”).

10 unchanged sentences

The weighted-average effective rate considers the effect of any interest rate swaps designated as cash flow hedges outstanding at year-end 2025 and 2024 to manage interest rate risk on its long-term debt.

Additional information is provided in Note S, Notes to Consolidated Financial Statements.

Additional information is provided in Note R, Notes to Consolidated Financial Statements.

At December 31, 2025, United had a total of twenty statutory business trusts that were formed for the purpose of issuing or participating in pools of trust preferred capital securities (“Capital Securities”) with the proceeds invested in junior subordinated debt securities (“Debentures”) of United.

The Debentures, which are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations of United, are the sole assets of the trusts and United’s payment under the Debentures is the sole source of revenue for the trusts.

United assumed $ 10,000,000 in aggregate principal amount of fixed-to-floating rate subordinated notes in the Carolina Financial Corporation acquisition.

During the first quarter of 2023, United redeemed these fixed-to-floating rate subordinated notes.

At December 31, 2024 and 2023, the outstanding balance of the Debentures was $ 280,221,000 and $ 278,616,000 , respectively, and was included the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets.

At December 31, 2025 and 2024, the outstanding balance of the Debentures was $ 281,817,000 and $ 280,221,000 , respectively, and was included the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The

Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets.

United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.

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Interest paid on long-term borrowings approximated $ 23,726,000 , $ 44,911,000 , and $ 84,775,000 in 2025, 2024 and 2023, respectively.

NOTE N—OTHER EXPENSE

NOTE M—OTHER EXPENSE

The following details certain items of other expense for the periods indicated:

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Amortization of income tax credits

NOTE O—INCOME TAXES

NOTE N—INCOME TAXES

The income tax provisions included in the consolidated statements of income are summarized as follows:

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Current expense:

State and local

Total current income tax expense

Deferred expense (benefit):

Total income taxes

State and local

Total deferred income tax expense (benefit)

Total income tax expense:

The following is a reconciliation of income tax expense to the amount computed by applying the statutory federal income tax rate to income before income taxes:

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Tax on income before taxes at statutory federal rate

State income taxes net of federal tax benefits

Increase (decrease) resulting from:

Tax-exempt interest income

Other items-net

For year ended 2024 and 2023, United incurred a federal income tax benefit of $ 2,456,000 and $ 1,608,000 , respectively, as compared to federal income tax expense

of $ 287,000 for the year ended 2022, applicable to the sales and calls of securities.

Income taxes paid approximated $ 91,689,000 , $ 106,083,000 , and $ 93,680,000 in 2024, 2023 and 2022, respectively.

State and local income taxes net of federal tax benefits (1)

Domestic Federal

Low income housing

Nontaxable and nondeductible items

Total income tax expense

State taxes in West Virginia and Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

For the year of 2025, United had no taxes applicable to sales and calls of securities.

For years ended 2024 and 2023, United incurred a federal income tax benefit of $ 2,456,000 and $ 1,608,000 , respectively, applicable to the sales and calls of securities.

The following presents a disaggregation of income taxes paid, net of refunds:

Year Ended December 31

(Dollars in thousands)

State and local

Total income taxes paid, net of refunds (4)

For the year ended December 31, 2025, income taxes paid to West Virginia of $ 9,000 and Maryland of $ 5,950 exceeded 5 % of total income taxes paid.

For the year ended December 31, 2024, income taxes paid to Maryland of $ 6,150 exceeded 5 % of total income taxes paid.

For the year ended December 31, 2023, income taxes paid to West Virginia of $ 6,851 exceeded 5 % of total income taxes paid.

Income taxes paid, net of refunds includes amounts paid to third parties for purchases of transferable tax credits of $ 11,680 in 2025 and $ 1,636 in 2024.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

At December 31, 2024, United had no federal or state net operating loss carryforwards.

Taxes not on income, which consists mainly of business franchise taxes, were $ 16,916,000 , $ 16,202,000 , and $ 13,537,000 , for the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts are recorded in other expense in the Consolidated Statements of Income.

At December 31, 2025, United had a federal net operating loss carryforward of $ 2,724,000 , the majority of which has an indefinite life

, and a state tax credit of $ 1,406,000 which expires in 2034.

Significant components of United’s deferred tax assets and liabilities (included in other assets in the Consolidated Balance Sheets) at December 31, 2025 and 2024 are as follows:

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Lease liabilities under operating leases

(In thousands)

Net operating loss carryforwards

Purchase accounting intangibles

Income tax credit carryforward

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Increase in unrecognized tax benefits as a result of tax positions taken during the current period

Decreases in the unrecognized tax benefits as a result of a

lapse of the applicable statute of limitations

Decreases in the unrecognized tax benefits as a result of a lapse of the applicable statute of limitations

Unrecognized tax benefits at end of year

The entire amount of unrecognized tax benefits, if recognized, would impact United’s effective tax rate.

Over the next 12 months, the statute of limitations will close on certain income tax returns.

However, at this time, United cannot reasonably estimate the amount of tax benefits, if any, it may recognize over the next 12 months.

United is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2022, 2023 and 2024 and certain State Taxing authorities for the years ended December 31, 2022 through 2024.

As of December

total amount of accrued interest related to uncertain tax positions was $

651,000 and $

747,000 , respectively.

As of December 31, 2025, and 2024, the total amount of accrued interest related to uncertain tax positions was zero and $ 651,000 , respectively.

United accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes.

No interest or penalties were recognized in the results of operations for the years of

NOTE P—EMPLOYEE BENEFIT PLANS

No interest or penalties were recognized in the results of operations for the years of 2025, 2024 and 2023.

NOTE O—EMPLOYEE BENEFIT PLANS

United has a defined benefit retirement plan covering qualified employees.

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Rate of compensation increase (prior to age 40)

Rate if compensation increase (ages 40-49)

Rate of compensation increase (ages 40-54)

Rate if compensation increase (ages 50-54)

Rate of compensation increase (ages 55-64)

Rate of compensation increase (otherwise)

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Total recognized in other comprehensive income

Included in accumulated other comprehensive income at December 31, 2024 are unrecognized actuarial losses of $ 17,884,000 ($ 9,645,000 net of tax) that have not yet been recognized in net periodic pension cost.

Included in accumulated other comprehensive income at December 31, 2025 are unrecognized actuarial losses of $ 10,725,000 that have not yet been recognized in net periodic pension cost.

The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2025 and 2024 and the accumulated benefit obligation at December 31, 2025 and 2024 are as follows:

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Interest Cost

Actuarial (Gain) Loss

Lump Sum Window Payments

Actuarial Loss (Gain)

Benefits Paid

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Actual Return on Plan Assets

Lump Sum Window Payments

Benefits Paid

Fair Value of Plan Assets at End of Year

(Dollars in thousands)

Net Amount Recognized

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Rate of compensation Increase (ages 55-64)

Rate of compensation Increase (otherwise)

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Equity securities include United common stock in the amounts of $ 4,064,000 at December 31, 2025 and $ 3,974,000 at December 31, 2024 .

The policy, as established by the Pension Committee, primarily consisting of United’s Executive Management, is to invest assets based upon the target allocations stated above.

The policy, as established by the United’s Retirement Committee (formerly known as United’s Pension Committee), primarily consisting of United’s Executive Management, is to invest assets based upon the target allocations stated above.

The assets are reallocated periodically to meet the above target allocations.

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In order to achieve a prudent level of portfolio diversification, the securities of any one company are not to exceed

10 % of the total plan assets, and no more than the 15 % of total plan

assets is to be invested in any one industry (other than securities of U.S.

10 % of the total plan assets, and no more than the 15 % of total plan assets is to be invested in any one industry (other than securities of U.S.

Government or Agencies).

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government obligations.

The fair value of cash and cash equivalents approximates cost (Level 1).

The fair value of cash and cash equivalents approximates cost (Level 1 or 2).

Debt Securities

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Government and agencies

Mortgage backed securities

Collateralized mortgage obligations

Mortgage backed & other asset-backed

Municipal obligations

Corporate bonds

Fixed Income Mutual Funds:

Fair Value Measurements at December 31, 2024 Using

(In thousands)

Balance as of

Quoted Prices

Fixed Income Mutual Funds & Exchange-Traded Funds:

Equity Securities:

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Mortgage backed securities

Collateralized mortgage obligations

Fair Value Measurements at December 31, 2024 Using

(In thousands)

Balance as of

Quoted Prices

Municipal obligations

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Amounts charged to expense have not been significant in any year.

NOTE Q—STOCK BASED COMPENSATION

On May 12, 2020, United’s shareholders approved the 2020 Long-Term Incentive Plan (“2020 LTI Plan”).

The 2020 LTI Plan became effective May 13, 2020.

An award granted under the 2020 LTI Plan may consist of any non-qualified stock options or incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units or other-stock-based award.

NOTE P—STOCK BASED COMPENSATION

On May 14, 2025, United’s shareholders approved the 2025 Equity Incentive Plan (“2025 EIP”), becoming effective on that date.

The 2025 EIP replaced United’s 2020 Long-Term Incentive Plan (“2020 LTI Plan”).

An award granted under the 2025 EIP may consist of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance based stock awards, dividend equivalent rights and other equity-based or equity-related awards.

These awards all relate to the common stock of United.

The maximum number of shares of United common stock which may be issued under the 2020 LTI Plan is 2,300,000 .

The 2020 LTI Plan will be administered by a board committee appointed by United’s Board of Directors (the “Board”).

Unless otherwise determined by the Board, the Compensation Committee of the Board (the “Committee”) shall administer the 2020 LTI Plan.

The maximum number of options and stock appreciation rights, in the aggregate, which may be awarded to any individual key employee during any calendar year is 100,000 .

The maximum number of options and stock appreciation rights, in the aggregate, which may be awarded to any non-employee director during any calendar year is 10,000 or, if such Award is payable in cash, the Fair Market Value equivalent thereof.

The maximum number of shares of restricted stock or shares subject to a restricted stock units award that may be granted during any calendar year is 225,000 shares to any individual key employee and 10,000 shares to any individual non-employee director.

Subject to certain change in control provisions, the 2020 LTI Plan provides that all awards of will vest as the Committee determines in the award agreement, provided that no awards will vest sooner than 1/3 per year over the first three anniversaries of the award.

United adopted a clawback policy that applies to named executive officers and other executive officers and permits the Committee to cancel certain awards and to recoup gains realized from previous awards should United be required to prepare an accounting restatement due to materially inaccurate performance metrics.

A Form S-8 was filed on May 29, 2020 with the Securities and Exchange Commission to register all the shares which were available for the 2020 LTI Plan.

The 2020 LTI Plan replaces the 2016 LTI Plan.

During the year of 2024, a total of 184,458 shares of restricted stock and 254,592 of restricted stock units were granted under the 2020 LTI Plan.

The maximum number of shares of United common stock which may be issued under the 2025 EIP is

The 2025 EIP will be administered by the Compensation and Human Capital Committee of the Board (the “Committee”).

Awards are subject to a minimum vesting schedule of at least twelve months following the date of grant of such award, subject to accelerated vesting on certain events, including a change in control, and

5 % of the shares available for grant under the 2025 EIP may be granted with a shorter minimum vesting period.

Awards under the 2025 EIP will be subject to the terms of the Company’s Compensation Recoupment Policy and any other clawback or recapture policy that the Company may adopt from time to time and, in accordance with such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed to the grantee.

A Form S-8 was filed on May 30, 2025 with the Securities and Exchange Commission to register all the shares available for issuance under the 2025 EIP Plan.

During the year of 2025, a total of

184,515 shares of restricted stock and

256,385 of restricted stock units were granted under the 2020 LTI Plan.

No non-qualified stock options were granted under the 2020 LTI Plan during the year of 2025.

Compensation expense of $ 12,130 ,000, $ 12,463 ,000, and $ 9,881 ,000 related to all share-based grants and awards under United’s Long-Term Incentive Plans was incurred for the years 2024, 2023 and 2022, respectively.

Compensation expense of $

13,089 ,000, $

12,130 ,000, and $

12,463 ,000 related to all share-based grants and awards under United’s Long-Term Incentive Plans was incurred for the years 2025, 2024 and 2023, respectively.

Compensation expense was included in employee compensation in the Consolidated Statements of Income.

Stock Options

United currently has options outstanding from various option plans other than the 2020 LTI Plan (the “Prior Plans”);

however, no common shares of United stock are available for grants under the Prior Plans as these plans have expired.

As of December 31, 2025,

stock option awards have been granted under the 2025 EIP.

United does have options outstanding from various plans under which stock options may be granted, including the 2020 LTI Plan (the “Prior Plans”);

shares of United stock are available for grants under the Prior Plans as these plans have expired.

Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms.

The maximum term for options granted under the plans is ten ( 10 ) years.

A summary of activity under the United’s stock option plans as of December 31, 2024, and the changes during the year of 2024 are presented below:

The maximum term for options granted under the Prior Plans is ten (

A summary of activity under United’s stock option plans as of December 31, 2025, and the changes during the year of 2025 are presented below:

Year ended December 31, 2025

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Exercisable at December 31, 2025

The following table summarizes the status of United’s nonvested awards for the year ended December 31, 2024:

Weighted-Average

Grant Date Fair Value

Nonvested at January 1, 2024

Forfeited or expired

Nonvested at December 31, 2024

As of December 31, 2024, there was no unrecognized compensation cost related to nonvested option awards.

The total fair value of awards vested during the year ended December 31, 2024, was $ 319,000 .

Cash received from options exercised under the Plans for the years ended December 31, 2025, 2024 and 2023 was $ 751,000 , $ 5,274,000 , and $ 1,750,000 , respectively.

During 2025 and 2024, 36,612 and 183,888 shares, respectively, were issued in connection with stock option exercises.

All shares issued in connection with stock option exercises for 2024 and 2023 were issued from authorized and unissued stock.

No options were granted in 2024,

2023, and 2022.

The total intrinsic value of options exercised under the Plans during the years ended December 31, 2024, 2023, and 2022 was $ 1,881 ,000, $ 947 ,000, and $ 6,325 ,000, respectively.

All shares issued in connection with stock option exercises for 2025 and 2024 were issued from authorized and unissued common stock.

The total intrinsic value of options exercised under the Prior Plans during the years ended December 31, 2025, 2024, and 2023 was $

453 ,000, $ 1,881 ,000, and $ 947 ,000, respectively.

As of December 31, 2025, there was no unrecognized compensation costs related to nonvested stock option awards.

ASC Topic 230, “Statement of Cash Flows,” requires the benefits of tax deductions in excess of recognized compensation cost to be reported as an operating cash flow.

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Restricted Stock

Under the 2020 LTI Plan, United may award restricted common shares to key employees and non-employee directors.

Restricted shares granted to participants will vest no sooner than 1/3 per year over the first three

anniversaries of the award.

Unless determined by the Committee or the Board and provided in the award agreement, 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.

As of December 31, 2025, no restricted stock awards have been granted under the 2025 EIP.

Under the 2020 LTI Plan, United awarded restricted common shares to key employees and non-employee directors.

Shares of restricted stock granted to participants were scheduled to vest no sooner than 1/3 per year over the first three anniversaries of the award.

Recipients of shares of restricted stock under the Prior Plans did not pay any consideration to United for the shares, had the right to vote all shares subject to such grant and received all dividends with respect to such shares, whether or not the shares have vested.

Presently, these nonvested participating securities have an immaterial impact on diluted earnings per share.

As of December 31, 2024, the total unrecognized compensation cost related to nonvested restricted stock awards was $ 6,572 ,000 with a weighted-average expense recognition period of 0.9 years.

Under the 2025 EIP, recipients of restricted stock will have the right to vote all shares subject to such grant, whether

or not the shares have vested, but any dividends paid upon any restricted stock will be retained by the Company during the period of restriction, and will be paid to the relevant grantee (without interest) when the restricted stock vests and will revert back to the Company if for any reason the restricted stock upon which such dividends were paid is forfeited by the grantee prior to vesting.

As of December 31, 2025, the total unrecognized compensation cost related to nonvested restricted stock awards was $

7,097 ,000 with a weighted-average expense recognition period of

The following summarizes the changes to United’s restricted common shares for the year ended December 31, 2025:

Weighted-Average

Grant Date Fair Value

Outstanding at January 1, 2024

Grant Date Fair

Value Per Share

Nonvested at January 1, 2025

Outstanding at December 31, 2025

Restricted Stock Units

Under the 2020 LTI Plan, United may grant restricted stock units (“RSUs”) to key employees.

These awards help align the interests of these employees with the interests of the shareholders of United by providing economic value directly related to the performance of the Company.

These RSU grants could be time-vested RSUs, performance-vested RSUs, or a combination of both.

As of December 31, 2025, no restricted stock units have been granted under the 2025 EIP.

Under the 2020 LTI Plan, United granted restricted stock units (“RSUs”) to key employees.

These awards helped align the interests of these employees with the interests of the shareholders of United by providing economic value directly related to the performance of the Company.

These RSU grants were time-vested RSUs, performance-vested RSUs, or a combination of both.

Currently, time-vested RSUs vest ratably over three years from the date of grant.

Performance-vested RSUs cliff-vest after assessment of the Company’s performance over a period of three years.

The number of performance-vested RSUs that vest is determined by two metrics measured relative to peers:

The number of performance-vested RSUs outstanding as of December 31, 2025 that vest is determined by two metrics measured relative to peers:

Return on Average Tangible Common Equity (“ROATCE”) and Total Shareholder Return (“TSR”).

Based on ASC Topic 718, the ROATCE comparison is considered a performance condition while the TSR comparison is considered a market condition.

will be no payout of the performance-vested awards if the threshold performance is not achieved.

There will be no payout of the performance-vested awards if the threshold performance is not achieved.

United communicates the specific threshold, target, and maximum performance-vested RSU awards and performance targets to the applicable key employees at the beginning of a performance period.

Dividends are accrued but not paid in respect to the awards until the RSUs vest.

The holder does not have the right to vote the shares during the time and performance periods.

Dividend equivalents are accrued but not paid in respect to the awards until the RSUs vest.

The holder does not have the right to vote the shares until shares of common stock are delivered in respect of vested RSUs.

The value of the time-vested RSUs and the performance-vested, based on the performance condition, RSUs awarded is established as the fair market value of the stock at the time of the grant.

3 unchanged sentences

Weighted-Average

Grant Date Fair Value

Grant Date Fair

Value Per Share

Nonvested at January 1, 2025

2 unchanged sentences

As of December 31, 2025, the total unrecognized compensation cost related to nonvested restricted stock units was $ 9,572 ,000 with a weighted-average expense recognition period of 1.2 years.

NOTE R—COMMITMENTS AND CONTINGENT LIABILITIES

NOTE Q—COMMITMENTS AND CONTINGENT LIABILITIES

Lending-related Commitments

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United had approximately $ 6,408,827,000 and $ 5,886,473,000 of loan commitments outstanding as of December 31, 2025 and December 31, 2024, respectively, approximately 32.13% of which contractually expire within one year .

Excluded in the December 31, 2023 amount above are commitments to extend credit of $ 416,095,000 related to mortgage loan funding commitments.

Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others.

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United evaluates the merits of each claim and estimates its reserve based on actual and expected claims received and considers the historical amounts paid to settle such claims.

United’s repurchase reserve was immaterial as of December 31, 2024 and December 31, 2023.

United has derivative counter-party risk that may arise from the possible inability of United’s third party investors to meet the terms of their forward sales contracts.

United’s third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk.

United’s reserve was immaterial as of December 31, 2025 and December 31, 2024.

United has derivative counter-party risk that may arise from the possible inability of United’s mortgage banking third party investors to meet the terms of their forward sales contracts.

United works with mortgage banking third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk.

United does not expect any third-party investor to fail to meet its obligation.

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It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such matters.

NOTE S—DERIVATIVE FINANCIAL INSTRUMENTS

NOTE R—DERIVATIVE FINANCIAL INSTRUMENTS

United uses derivative instruments to help aid against adverse price changes or interest rate movements on the value of certain assets or liabilities and on future cash flows.

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One of these two interest rate swap derivatives matured during the third quarter of 2024.

As of December 31, 2024, United has determined that no forecasted transactions related to its cash flow hedges resulted in gains or losses pertaining to cash flow hedge reclassification from AOCI to income because the forecasted transactions became probable of not occurring.

United estimates that $ 9,131,000 will be reclassified from AOCI as a decrease to interest expense over the next 12-months following December 31, 2024 related to the cash flow hedges.

As of December 31, 2024, the maximum length of time over which forecasted transactions are hedged is six years.

As of December 31, 2025, United has determined that no forecasted transactions related to its cash flow hedge resulted in gains or losses pertaining to cash flow hedge reclassification from AOCI to income because the forecasted transactions became probable of not occurring.

United estimates that $

7,378,000 will be reclassified from AOCI as a decrease to interest expense over the next 12-months following December 31, 2025 related to the cash flow hedge.

As of December 31, 2025, the maximum length of time over which forecasted transactions are hedged is five years.

United is subject to the Dodd-Frank Act clearing requirement for eligible derivatives.

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Total derivatives designated as hedging instruments

Asset Derivatives

December 31, 2025

December 31, 2024

(In thousands)

Derivatives not designated as hedging instruments

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December 31, 2024

(In thousands)

Derivatives not designated as hedging instruments

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Fair Value Hedging

Adjustment Remaining for

any Hedged Assets/

Adjustment Remaining

for any Hedged Assets/

(Liabilities) for which

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For the years ended December 31, 2025, 2024 and 2023, changes in the fair value of any interest rate swaps attributed to hedge ineffectiveness were recorded, but were not significant to United’s Consolidated Statements of Income.

NOTE T--COMPREHENSIVE

NOTE S—COMPREHENSIVE INCOME

The changes in accumulated other comprehensive income are as follows:

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Available for sale (“AFS”) securities:

Change in net unrealized gains (losses) on AFS securities arising during the period

Change in net unrealized gains on AFS securities arising during the period

Related income tax effect

Net reclassification adjustment for losses (gains) included in net income

Net reclassification adjustment for losses included in net income

Related income tax effect

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Cash flow hedge derivatives:

Unrealized gain on cash flow hedge before reclassification to interest expense

Unrealized (loss) gain on cash flow hedge before reclassification to interest expense

Related income tax effect

1 unchanged sentence

Related income tax effect

Net effect of cash flow hedge derivatives on other comprehensive income

Net effect of cash flow hedge derivatives on other comprehensive

Defined benefit pension plan:

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Related income tax effect

Net effect of change in defined benefit pension plan on other comprehensive income

Net effect of change in defined benefit pension plan on other comprehensive

Total change in other comprehensive income, net of tax

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Balance at January 1, 2025

Other comprehensive income before reclassification

Other comprehensive income (loss) before reclassification

Amounts reclassified from accumulated other comprehensive income

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Net Income is Presented

Available for sale (“AFS”) securities:

Net reclassification adjustment for losses included in net income

Net investment securities losses

Total before tax

Related income tax effect

Cash flow hedge:

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Total reclassifications for the period

(a) This AOCI component is included in the computation of changes in plan assets (see Note P, Employee Benefit Plans)

(b) This AOCI component is included in the computation of net periodic pension cost (see Note P, Employee Benefit Plans)

NOTE U--UNITED

This AOCI component is included in the computation of changes in plan assets (see Note O, Employee Benefit Plans)

This AOCI component is included in the computation of net periodic pension cost (see Note O, Employee Benefit Plans)

NOTE T--UNITED

BANKSHARES, INC.

(PARENT COMPANY ONLY) FINANCIAL INFORMATION

Condensed Balance Sheets

Condensed Balance

(In thousands)

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Accrued expenses and other liabilities

Shareholders’ equity (including other accumulated comprehensive losses of

$ 223,903 and $ 259,681 at December 31, 2024 and 2023, respectively)

Shareholders’ equity (including other accumulated comprehensive losses of $ 138,927 and $ 223,903 at December 31, 2025 and 2024, respectively)

Total Liabilities and Shareholders’ Equity

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Nonbank subsidiaries

Condensed Statements of Income

Year Ended December 31

(In thousands)

Interest paid on borrowings

Operating expenses

Total Expenses

Income Before Income Taxes and Equity in Undistributed Net Income of Subsidiaries

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Investing Activities

Net proceeds from sales (purchases) of debt securities

Net proceeds from sales (purchases) of equity

Net proceeds from sales of debt securities

Condensed Statements of Cash Flows

Year Ended December 31

(In thousands)

Net (purchases) proceeds from sales of equity securities

Net cash paid in acquisition of subsidiary

Increase in investment in subsidiaries

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Net Cash Used in Financing Activities

Increase (Decrease) in Cash and Cash Equivalents

(Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Year

Cash and Cash Equivalents at End of Year

NOTE V--REGULATORY

NOTE U—REGULATORY MATTERS

United Bank maintains average reserve balances with its Federal Reserve Bank.

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(Dollars in thousands)

Adequacy Purposes

Adequacy Purposeas

As of December 31, 2025:

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United Bankshares

(Dollars in thousands)

Adequacy Purposes

Common Tier I Capital (to Risk Weighted Assets):

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United Bankshares

VALUES OF FINANCIAL INSTRUMENTS

NOTE V—FAIR VALUES OF FINANCIAL INSTRUMENTS

In accordance with ASC Topic 820, the following describes the valuation techniques used by United to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

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Management analyzes this information to ensure the underlying assumptions appear reasonable.

Management also obtains an independent service auditor’s report from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process.

Management also obtains an independent service auditor’s report

from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process.

Upon completing its review of the pricing from third party vendors at December 31, 2025, management determined that the prices provided by its third party pricing sources were reasonable and in line with management’s expectations for the market values of these securities.

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Management internally reviews the derivative values provided by third party vendors on a quarterly basis.

All derivative values are tested for reasonableness by management utilizing a net present value calculation.

For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument.

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In the normal course of business, United enters into contractual interest rate lock commitments to extend credit to borrowers with fixed expiration dates.

The commitments become effective when the borrowers “lock-in”

a specified interest rate within the timeframes established by United.

The commitments become effective when the borrowers “lock-in” a specified interest rate within the timeframes established by the mortgage companies.

All borrowers are evaluated for credit worthiness prior to the extension of the commitment.

Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, United may enter into either a forward sales contract to sell loans to investors or a TBA mortgage-backed security.

Interest rate risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor.

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, United enters into either a forward sales contract to sell loans to investors or a TBA mortgage-backed security.

Fair values of TBA mortgage-backed securities are measured using valuations from investors for mortgage-backed securities with similar characteristics (“Level 2”).

The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments.

The rate lock commitments to borrowers and the forward sales contracts to investors are undesignated derivatives and accordingly, are marked to fair value through earnings.

The interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics as well as considering the probability of the loan closing (i.e.

the “pull-through” rate) (“Level 2”) with some adjusted for the Company’s actual sales experience versus the investor’s indicated pricing (“Level 3”).

These valuations fall into a Level 2 category.

The interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics (“Level 2”) with some adjusted for the Company’s actual sales experience versus the investor’s indicated pricing (“Level 3”).

The unobservable input for Level 3 valuations is the Company’s historical sales prices.

For December 31, 2024, the range of historical sales prices increased the investor’s indicated pricing

by a range of

0.64 % with a weighted average increase of

For December 31, 2025, the range of historical sales prices increased the investor’s indicated pricing by a range of 0.11 % to 0.45 % with a weighted average increase of 0.10 %.

For derivatives that are not designated in a hedge relationship, changes in the fair value of these derivatives are recognized in income from mortgage banking activities in the same period as the change in the fair value.

13 unchanged sentences

Single issue trust preferred securities

Fair Value at December 31, 2024 Using

(In thousands)

Balance as of

Quoted Prices

Other corporate securities

8 unchanged sentences

Interest rate swap contracts

TBA mortgage-backed securities

Forward loan sales commitments

Interest rate lock commitments

1 unchanged sentence

Derivative financial liabilities:

Forward sales commitments

TBA mortgage-backed securities

Total derivative financial liabilities

9 unchanged sentences

Commercial mortgage-backed securities

Fair Value at December 31, 2024 Using

(In thousands)

Balance as of

Quoted Prices

Asset-backed securities

10 unchanged sentences

Interest rate swap contracts

Forward sales commitments

TBA mortgage-backed securities

Interest rate lock commitments

1 unchanged sentence

Derivative financial liabilities:

TBA mortgage-backed securities

Forward sales commitments

Total derivative financial liabilities

The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key

officers of United and its subsidiaries.

The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.

There were no transfers between Level 1, Level 2 and Level 3 for financial assets and liabilities measured at fair value on a recurring basis during the year ended December 31, 2025 and 2024.

3 unchanged sentences

Derivative Liabilities

(In thousands)

December 31, 2025

8 unchanged sentences

Derivative Liabilities

(In thousands)

December 31, 2024

Held for Sale

Forward Sales

Interest Rate

Balance, beginning of period

2 unchanged sentences

Balance, end of period

The amount of total gains for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date

The amount of total (losses) gains for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date

Fair Value Option

18 unchanged sentences

When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Fair value is measured using a market approach based on the value of the collateral securing the loans.

Fair value is measured using a market approach based on the value of the collateral securing the

Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable.

13 unchanged sentences

Once the property is subsequently vacated, a formal appraisal is obtained and the recorded asset value appropriately adjusted.

On the other hand, if the OREO property has been vacated and an appraisal can be conducted, the fair value of the property is

determined based upon the appraisal using a market approach.

On the other hand, if the OREO property has been vacated and an appraisal can be conducted, the fair value of the property is determined based upon the appraisal using a market approach.

An authorized independent appraiser conducts appraisals for United.

4 unchanged sentences

Based on professional judgment and their knowledge of the particular situation, management determines the appropriate fair value to be utilized for such property (“Level 3”).

As a matter of policy, valuations are reviewed at least annually and appraisals are generally updated on a bi-annual

basis with values lowered as necessary.

As a matter of policy, valuations are reviewed at least annually and appraisals are generally updated on a bi-annual basis with values lowered as necessary.

Intangible Assets

10 unchanged sentences

Management reviews core deposit intangible assets on an annual basis, or sooner if indicators of impairment exist, and evaluates changes in facts and circumstances that may indicate impairment in the carrying value.

During the fourth quarter of 2023, United’s management formulated a plan to consolidate its mortgage delivery channels by consolidating George Mason’s and Crescent’s mortgage banking business into United Bank.

As a result of this consolidation decision, United impaired the trade names intangibles at George Mason and Crescent to zero at December 31, 2023.

No other fair value measurement of intangible assets was made during the year of 2024 and 2023.

Mortgage Servicing Rights (“MSRs”):

A mortgage servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans are expected to more than adequately compensate the Company for performing the servicing.

The Company initially measures servicing assets and liabilities retained related to the sale of residential loans held for sale at fair value.

For subsequent measurement purposes, the Company measures servicing assets and liabilities using the amortization method on a quarterly basis.

The quarterly determination of fair value of servicing rights is provided by a third party and is estimated using a present value cash flow model.

The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates.

Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

The unobservable inputs for Level 3 valuations are market discount rates, anticipated prepayment speeds, projected delinquency rates, and ancillary fee income net of servicing costs.

During the third quarter of 2024, United sold its remaining balance of MSRs.

For the unobservable inputs used in the valuation of MSRs at December 31, 2023, refer to Note J of these Notes to Consolidated Financial Statements.

The Company did not record any temporary impairment of MSRs in during the year of 2024 and 2023.

Other than those intangible assets recorded in the acquisition of Piedmont in the year of 2025, no other fair value measurement of intangible assets was made during the year of 2025 and 2024.

The following table summarizes United’s financial assets that were measured at fair value on a nonrecurring basis during the period:

(In thousands)

Fair Value at December 31, 2024

Balance as of

Fair Value at December 31, 2025

Quoted Prices

1 unchanged sentence

(In thousands)

Fair Value at December 31, 2023

Balance as of

Fair Value at December 31, 2024

Quoted Prices

23 unchanged sentences

The estimated fair values of United’s financial instruments are summarized below:

Fair Value at Measurement

Fair Value Measurements

(In thousands)

8 unchanged sentences

Derivative financial assets,

Mortgage servicing rights

Short-term borrowings

9 unchanged sentences

Derivative financial assets,

Mortgage servicing rights

Short-term borrowings

1 unchanged sentence

Derivative financial liabilities

NOTE X--VARIABLE

INTEREST ENTITIES

NOTE W—VARIABLE INTEREST ENTITIES

Variable interest entities (“VIEs”) are entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions, through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity).

4 unchanged sentences

As previously discussed, these trusts now are considered Tier II regulatory capital.

These trusts, of which several were acquired through bank acquisitions, issued or participated in pools of trust preferred capital securities to third-party investors with the proceeds invested in junior subordinated debt securities of United.

The Company, through a small capital contribution, owns 100 % of the voting equity shares of each trust.

These trusts, of which several were acquired through bank acquisitions, issued or participated in pools of trust preferred

capital securities to third-party investors with the proceeds invested in junior subordinated debt securities of United.

The Company, through a small capital contribution, owns

100 % of the voting equity shares of each trust.

The assets, liabilities, operations, and cash flows of each trust are solely related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors.

6 unchanged sentences

At December 31, 2025 and 2024, United’s investment (maximum exposure to loss) in these trusts were $ 12,686,000 and $ 12,238,000 , respectively.

United, through its banking subsidiary, also makes limited partner equity investments in various low income housing and community development partnerships sponsored by independent third-parties.

United, through its banking subsidiary, also makes limited partner equity investments in various low income housing, community development and other partnerships sponsored by independent third-parties.

United invests in these partnerships to either realize tax credits on its consolidated federal income tax return or for purposes of earning a return on its investment.

1 unchanged sentence

These partnerships are not consolidated as United is not deemed to be the primary beneficiary.

At December 31, 2024 and 2023, United’s investment (maximum exposure to loss) in these low income housing and community development partnerships were $ 98,441,000 and $ 87,554,000 , respectively, while related unfunded commitments were $ 89,292,000 and $ 63,539,000 , respectively.

At December 31, 2025 and 2024, United’s investment (maximum exposure to loss) in these low income housing, community development and other partnerships were $

129,861,000 and $

98,441,000 , respectively, while related unfunded commitments were $

103,184,000 and $

respectively.

The total amount of these unfunded commitments in low income housing, community development and other partnerships at December 31, 2025 includes $5,000,000 to a related interest of a director of the Company.

As of December 31, 2025, United expects to recover its remaining investments through the use of the tax credits that are generated by the investments.

NOTE Y--SEGMENT

NOTE X—SEGMENT INFORMATION

United operates in one reportable segment, community banking.

6 unchanged sentences

The accounting policies of the community banking segment are the same as those described in the summary of significant accounting policies.

United’s chief operating decision maker (“CODM”) is its chief executive officer who maintains responsibility for the day-to-day

management of the Company including regularly reviewing the operating results of the community banking segment in order to assess performance and make decisions about resource allocation based on net income that also is reported on the income statement as consolidated net income.

United’s chief operating decision maker (“CODM”) is its chief executive officer who maintains responsibility for the day-to-day management of the Company including regularly reviewing the operating results of the community banking segment in order to assess performance and make decisions about resource allocation based on net income that also is reported on the income statement as consolidated net income.

The measure of community banking segment assets is reported on the Consolidated Balance Sheets as total assets.

11 unchanged sentences

Net occupancy expense

Net (gains) losses on the sales of OREO properties

Net gains on the sales of OREO properties

Equipment expense

11 unchanged sentences

Other segment expense includes legal, consulting and other professional services expense, franchise and other taxes not on income, expense for reserve on lending-related commitments, ATM expenses, marketing expense, core deposits amortization, and other general operating expenses.

NOTE Z--QUARTERLY

FINANCIAL DATA (UNAUDITED)

NOTE Y—QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial data for 2025 and 2024 is summarized below:

5 unchanged sentences

Mortgage banking income

Securities (losses) gains, net

Securities gains(losses), net

Other noninterest income

10 unchanged sentences

Mortgage banking income

Securities (losses) gains, net

(Dollars in thousands, except per share data)

Securities losses, net

Other noninterest income

9 unchanged sentences

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 8. Financial Statements and Supplementary Data