−Removed: AND PROCEDURES
+Added: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
United Bankshares, Inc.
−Removed: (the “Company”) maintains
−Removed: controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC.
−Removed: Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officer, the Chief Executive and Chief Financial Officer believe that these controls and procedures are effective to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: (the “Company”) maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC.
+Added: Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under Security Exchange Act of 1934) as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officer, the Chief Executive and Chief Financial Officer believe that these controls and procedures are effective to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.
+Added: Management’s Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm
Management’s Report on internal control over financial reporting and the audit report of Ernst & Young LLP, the Company’s independent registered public accounting firm, on internal control over financial reporting is included on pages 64-65 of this report and are incorporated in this Item 9A by reference.
Changes In Internal Control Over Financial Reporting
−Removed: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f)
−Removed: under the Exchange Act) during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
1 unchanged sentence
During the quarter ended December 31, 2025
−Removed: none of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as each term is defined in Rule 408(e) of Regulation S-K.
+Added: of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as each term is defined in Rule 408(e) of Regulation S-K.
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
UNITED BANKSHARES, INC.
+Added: FORM 10-K, PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
5 unchanged sentences
Since the disclosure of the procedures in the definitive proxy statement for the 2025 Annual Meeting of Shareholders, United has not adopted any changes to the procedures by which shareholders may recommend nominees to United’s Board of Directors as set forth in Article II, Section 5 of the Restated Bylaws of United.
−Removed: United adopted an Insider Trading Policy on August 5, 2024, a copy of which is included as Exhibit 19 to this Form 10-K.
+Added: United adopted an Insider Trading Policy on August 5, 2024, and amended such policy on February 23, 2026.
+Added: The United Insider Trading Policy is referenced in the exhibits within this Form 10-K.
EXECUTIVE COMPENSATION
−Removed: Information regarding executive compensation is incorporated by reference from United’s definitive proxy statement for the 2025 Annual Meeting of Shareholders under the heading of “EXECUTIVE COMPENSATION”, excluding the information under the subheading “Pay Versus Performance Table”, under the heading “COMPENSATION DISCUSSION AND ANALYSIS (CD&A)”, and under the heading “REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.”
+Added: Information regarding executive compensation is incorporated by reference from United’s definitive proxy statement for the 2026 Annual Meeting of Shareholders under the heading of “EXECUTIVE COMPENSATION”, excluding the information under the subheading “Pay Versus Performance Table”, under the heading “COMPENSATION DISCUSSION AND ANALYSIS (CD&A)”, and under the heading “REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE ON EXECUTIVE COMPENSATION.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
27 unchanged sentences
Amended and Restated Articles of Incorporation (incorporated into this filing by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q dated March 31, 2017 and filed May 9, 2017 for United Bankshares, Inc., File No.002-86947)
−Removed: Restated Bylaws (incorporated into this filing by reference to Exhibit 3.1 to the Current Report on Form 8-K dated and filed on March 20, 2020 for United Bankshares, Inc., File No.002-86947)
+Added: Restated Bylaws (incorporated into this filing by reference to Exhibit 3.1 to the Current Report on Form 8-K dated May 11, 2022 and filed on May 17, 2022 for United Bankshares, Inc., File No.002-86947)
Description of Registrant’s Securities (incorporated into this filing by reference to the Annual Report on Form 10-K dated December 31, 2019 and filed March 2, 2020 for United Bankshares, Inc., File No.002-86947)
6 unchanged sentences
Adams (incorporated into this filing by reference to Exhibit 10.6 to the 2011 Form 10-K dated December 31, 2011 and filed February 29, 2012 for United Bankshares, Inc., File No.
−Removed: Amended and Restated Change of Control Agreement for Richard M.
−Removed: Consagra, Jr.
−Removed: (incorporated into this filing by reference to Exhibit 10.9 to the Form 8-K dated November 24, 2008 and filed November 26, 2008 for United Bankshares, Inc., File No.
−Removed: Form of 2017 Amendment to Amended and Restated Change of Control Agreement for Richard M.
−Removed: Consagra, Jr.
−Removed: (incorporated into this filing by reference to Exhibit 10.6 to the 2017 Form 10-K dated December 31, 2017 and filed March 1, 2018 for United Bankshares, Inc.
−Removed: File No.002-86947)
Form of the Amendment and First Restatement of the United Bankshares, Inc.
34 unchanged sentences
United Bankshares, Inc.
−Removed: Insider Trading Policy (filed herewith)
+Added: 2025 Equity Incentive Plan (incorporated into this filing by reference to Annex 1 to the 2025 Proxy Statement dated April 1, 2025 and filed April 1, 2025 for United Bankshares, Inc., File No.
+Added: Form of Change in Control Agreement for Richard M.
+Added: Adams, Jr., James J.
+Added: Consagra, Jr., W.
+Added: Mark Tatterson and Darren K.
+Added: Williams (incorporated into this filing by reference to Exhibit 10.1 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: Form of Performance-Based Restricted Stock Unit Award Agreement under the United Bankshares, Inc.
+Added: 2025 Equity Incentive Plan incorporated into this filing by reference to Exhibit 10.2 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: Form of Restricted Stock Unit Award Agreement under the United Bankshares, Inc.
+Added: 2025 Equity Incentive Plan incorporated into this filing by reference to Exhibit 10.3 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: Form of Restricted Share Award Agreement under the United Bankshares, Inc.
+Added: 2025 Equity Incentive Plan incorporated into this filing by reference to Exhibit 10.4 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: Form of Stock Option Award Agreement under the United Bankshares, Inc.
+Added: 2025 Equity Incentive Plan incorporated into this filing by reference to Exhibit 10.5 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: Form of Amendment to United Bankshares, Inc.
+Added: Supplemental Executive Retirement Agreement incorporated into this filing by reference to Exhibit 10.6 to the Form 8-K dated July 29, 2025 and filed August 4, 2025 for United Bankshares, Inc., File No.
+Added: United Bankshares, Inc.
+Added: Insider Trading Policy, as revised February 23, 2026 (filed herewith)
Subsidiaries of the Registrant (filed herewith)
26 unchanged sentences
February 27, 2026
−Removed: Paul McNamara
February 27, 2026
+Added: /s/ Patrice A.
February 27, 2026
+Added: /s/ Charles L.
February 27, 2026
−Removed: Clinton Winter
February 27, 2026
−Removed: /s/ Sara DuMond
February 27, 2026
+Added: /s/ Sara DuMond
February 27, 2026
+Added: Paul McNamara
February 27, 2026
−Removed: /s/ Charles L.
February 27, 2026
−Removed: /s/ Micheal P.
+Added: /s/ Diana Lewis Jackson
February 27, 2026
−Removed: /s/ Albert H.
February 27, 2026
−Removed: /s/ Patrice A.
+Added: Clinton Winter
February 27, 2026
+Added: /s/ Albert H.
February 27, 2026
−Removed: /s/ Diana Lewis Jackson
+Added: /s/ Micheal P.
February 27, 2026
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.