United Bankshares, Inc.NASDAQ: UBSI

2026 Annual Meeting Proxy

· Issued by United Bankshares, Inc.




NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2026 Annual Meeting of Shareholders of UNITED BANKSHARES, INC. ("United") will be held at the Congressional Country Club, 8500 River Road, Bethesda, Maryland on Wednesday, May 13, 2026, at 4:00 p.m., local time, for the purpose of considering and voting upon the following matters:

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

  1. To elect fourteen (14) persons to serve as directors of United. The nominees selected by the current Board of Directors are listed in the accompanying proxy statement for this Annual Meeting.

  2. To ratify the selection of Ernst & Young LLP to act as the independent registered public accounting firm for

    2026.

  3. To approve, on an advisory basis, the compensation of United's named executive officers.

The close of business on March 5, 2026, has been fixed by the Board of Directors as the record date for

determining the shareholders entitled to notice of and to vote at this Annual Meeting. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Your vote is extremely important to us. You may vote by telephone or over the internet as directed in the proxy materials. If you received a printed copy of the proxy materials, you may also vote by mailing the enclosed proxy card. Please see the proxy card or page 1 of the attached proxy statement for instructions on these methods of voting.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY OR VOTE BY TELEPHONE OR OVER THE INTERNET AS PROMPTLY AS POSSIBLE REGARDLESS OF YOUR PLANS TO ATTEND THE MEETING. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME IN WRITING, BY VALIDLY SUBMITTING ANOTHER PROXY OR BY VOTING IN PERSON AT THE MEETING.

TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE PROXY TO VOTE THE SHARES REPRESENTED BY PROXY. IF YOU WISH TO CHOOSE SOME OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE NAME OF THE PERSON YOU SELECT.

By Order of the Board of Directors



April 1, 2026

Richard M. Adams Executive Chairman

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2026

Our proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our 2025 Annual Report, are available free of charge on the following website: https://www.ubsi-inc.com.

UNITED BANKSHARES, INC. 2026 PROXY STATEMENT TABLE OF CONTENTS

Page

PROXY STATEMENT 1

VOTING INFORMATION 1

PROPOSAL 1: ELECTION OF DIRECTORS 4

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT 12

GOVERNANCE OF THE COMPANY 15

CORPORATE RESPONSIBILITY 25

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 26

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 26

PROPOSAL 3: APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF UNITED'S NAMED EXECUTIVE OFFICERS 28

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") 28

EXECUTIVE COMPENSATION 44

REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE ON EXECUTIVE COMPENSATION 67

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF

SHAREHOLDERS 68

FORM 10-K 70

United Bankshares, Inc. 501 Avery Street

Parkersburg, West Virginia 26101

PROXY STATEMENT

General Information

These proxy materials are delivered in connection with the solicitation by the Board of Directors of United Bankshares, Inc. ("United," the "Company," "we," or "us"), a West Virginia corporation, of proxies to be voted at our 2026 Annual Meeting of Shareholders ("Annual Meeting") and at any adjournment or postponement thereof.

You are invited to attend our Annual Meeting on May 13, 2026, beginning at 4:00 p.m., local time. The Annual Meeting will be held at the Congressional Country Club, 8500 River Road, Bethesda, Maryland.

This proxy statement, form of proxy and voting instructions are being mailed or made available on or about April 1, 2026.

VOTING INFORMATION

Shareholders Entitled to Vote

Holders of record of United common shares at the close of business on March 5, 2026, are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 139,670,543 common shares outstanding. In the election of directors, each common share is entitled to one (1) vote for each number of directors to be elected. Each common share is entitled to one vote on each other matter properly brought before the Annual Meeting.

How You Can Vote

Shareholders of record may vote by proxy, by mail, in person at the Annual Meeting, by telephone or by internet.

Proxies may be revoked at any time before they are exercised by (1) written notice to the Secretary of the Company, (2) timely delivery of a valid, later-dated proxy or (3) voting at the Annual Meeting.

You may save us the expense of a second mailing by voting promptly. Choose one of the following voting methods to cast your vote.

Vote By Mail

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to us in the postage-paid envelope provided.

Vote By Telephone or Internet

If you have telephone or internet access, you may submit your proxy by following the instructions on the proxy card.

Vote at the Annual Meeting

The method by which you vote now will in no way limit your right to vote at the Annual Meeting if you later decide to attend the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Voting on Other Matters

If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed form of proxy intend to exercise their discretionary authority in accordance with applicable federal and state laws and regulations to vote on those matters for you. On the date this proxy statement went to press, we do not know of any other matter to be raised at the Annual Meeting.

Required Vote and Cumulative Voting

The presence, in person at the Annual Meeting or by proxy, of the holders of a majority of all of the shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

A plurality of the votes cast is required for the election of directors. This means that the nominees receiving the highest number of affirmative "FOR" votes will be elected as directors. Only "FOR" votes will affect the outcome of the election of directors. A properly executed proxy or voting instructions marked "WITHHOLD" with respect to the election of one or more directors will not be counted as a vote cast with respect to the director or directors indicated and will not affect the outcome of the vote, although it will be counted for the purposes of determining whether there is a quorum. Abstentions and broker "non-votes" are not counted for purposes of the election of directors.

In the election of directors, shareholders cast one (1) vote for each number of directors to be elected for each share held. However, every shareholder has the right of cumulative voting, in person or by proxy, in the election of directors. Cumulative voting gives each shareholder the right to aggregate all votes which he or she is entitled to cast in the election of directors and to cast all such votes for one (1) candidate or to distribute them among as many candidates and in such a manner as the shareholder desires.

At our 2026 Annual Meeting, the number of directors to be elected will be fourteen (14), and each shareholder will have the right to cast fourteen (14) votes in the election of directors for each share of stock held on the record date. If you wish to exercise, by proxy, your right to cumulative voting in the election of directors, you must provide a proxy showing how your votes are to be distributed among one or more candidates. Unless contrary instructions are given by a shareholder who signs and returns a proxy, all votes for the election of directors represented by such proxy will be divided equally among the nominees to be elected. If cumulative voting is invoked by any shareholder, the vote represented by the proxies delivered pursuant to this solicitation, which does not contain contrary instructions, may be cumulated at the discretion of the Board of Directors of United in order to elect to the Board of Directors the maximum number of nominees named in this proxy statement.

With respect to (i) the ratification of the selection of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year that began January 1, 2026, and (ii) the nonbinding resolution to approve the compensation of United's named executive officers, if a quorum exists, the affirmative vote of a majority of the votes cast is required for approval of such matters. In voting for these matters, shares may be voted "for" or "against" or "abstain." In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker "non-votes" will be disregarded and have no effect on the outcome of the vote.

On March 5, 2026, there were 139,670,543 shares of common stock outstanding that were held by approximately 9,053 shareholders of record and 59,111 shareholders in street name. The presence in person at the meeting or by proxy of a majority of the outstanding shares of United will constitute a quorum at the Annual Meeting.

Cost of Proxy Solicitation

We will bear the entire cost of soliciting proxies from our shareholders. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission, or facsimile transmission. United has retained Georgeson LLC of New York, New York ("Georgeson") pursuant to a retention letter dated January 9, 2026 to assist in soliciting proxies from institutional investors, nominee accounts and beneficial holders. United is not retaining Georgeson to solicit proxies from registered holders or from non-objecting beneficial owners. Georgeson's fee for the above services is $10,500 plus reasonable disbursements that may include the broker search, printing, postage, courier charges, filing reports, data transmissions and other expenses approved by United.

In order to facilitate and expedite distribution of these proxy solicitation materials to brokers, fiduciaries, nominee holders and institutional investors, United has retained Georgeson to contact all broker and other nominee accounts identified on United's shareholder mailing list in order to facilitate determination of the number of sets of proxy materials such accounts require for purposes of forwarding the same to beneficial owners. Brokers, fiduciaries, custodians and other nominees have been requested to forward solicitation materials to the beneficial owners of the Company's common stock. Upon request we will reimburse these entities for their reasonable expenses. Georgeson will then assist in the delivery of proxy materials to these accounts for distribution. Georgeson will also assist in the distribution of proxy materials to institutional investors.

Notice and Access

We are continuing to use the Securities and Exchange Commission's ("SEC") Notice and Access rule, allowing us to furnish our proxy materials to certain shareholders over the internet. This means many of our shareholders will receive only a notice containing instructions on how to access the proxy materials over the internet and vote online. This offers a convenient way for shareholders to review the materials. The notice is not a proxy card and cannot be used to vote. If you receive the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to in the notice.

Delivery of Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are relying upon SEC rules that permit us to deliver only one proxy statement and annual report to multiple shareholders who share an address unless we received contrary instructions from any shareholders at that address. Shareholders

of record who have the same address and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the notices or the proxy statement and proxy card for all shareholders having that address. This is known as "householding." The notice or proxy card for each shareholder will include that shareholder's unique control number needed to vote his or her shares. If, in the future, you do not wish to participate in householding and prefer to receive your notice or proxy statement in a separate envelope, or if your household currently receives more than one notice or proxy statement and in the future you would prefer to participate in householding, please contact us at: United Bankshares, Inc., Shareholder Relations Department, 501 Avery Street, Parkersburg, WV 26101 or by telephoning us at (304) 424-8633.

List of Shareholders

If a shareholder requests a list of shareholders entitled to vote at the 2026 Annual Meeting for purposes of soliciting the shareholders or sending a written communication to the shareholders, then the Company will either: (i) provide the list to the requesting shareholder upon receipt of an affidavit of the requesting shareholder that he or she will not use the list for any purpose other than to solicit shareholders with respect to the 2026 Annual Meeting; or (ii) mail the requesting shareholder's materials to the shareholders.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors currently consists of one class of fifteen (15) directors. Fourteen (14) directors are standing for election at the 2026 Annual Meeting, as J. Paul McNamara is not standing for re-election. Fourteen (14) directors will be elected at our 2026 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in 2027. The Company's Restated Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board of Directors. For the election of directors at the 2026 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at fourteen (14).

The persons named in the enclosed proxy intend to vote the proxy for the election of each of the fourteen (14) nominees, unless you otherwise indicate on the proxy card, including that your vote should be withheld from any or all of such nominees. Each nominee elected as a director will continue in office until his or her successor has been elected or until his or her death, resignation or retirement.

The Board of Directors has proposed the following nominees for election as directors with terms expiring at the 2027 Annual Meeting: Richard M. Adams, Richard M. Adams, Jr., Charles L. Capito, Jr., Peter

A. Converse, Dr. Sara DuMond, Michael P. Fitzgerald, Dr. Patrice A. Harris, Diana Lewis Jackson, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. All of the nominees are directors standing for re-election.

We expect each nominee for election as a director to be able to serve if elected. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

The principal occupation, current public company directorships and public company directorships held at any time during the past five (5) years, and the specific experience, qualifications, attributes and skills considered by the Board in concluding that the nominees are qualified to serve as directors of the Company are set forth on the following pages. Of our fourteen (14) director nominees, four (4) are female, two (2) of whom are African-American. Age is of the record date of March 5, 2026.

2026 Director Nominee Overview

Name

Age

Director Since

Principal Experience/ Occupation

Committee Assignments

Independent

Richard M. Adams

79

1984

Executive Chairman, United Bankshares, Inc.

Executive (Chair)

No

Richard M. Adams, Jr.

57

2022

CEO, United Bankshares, Inc.

Executive

No

Charles L. Capito, Jr.

71

2021

Former Managing Director, Wells Fargo Advisors

Risk

Yes

Peter A. Converse

75

2014

Former President & CEO, Virginia Commerce Bancorp, Inc.

Executive

Yes

Sara DuMond, MD, FAAP

53

2024

Pediatrician & the Founder/ CEO of Pediatric Housecalls, PLLC

Risk

Yes

Michael P. Fitzgerald

69

2016

Former Co-Founder, Chairman, CEO & President, Bank of Georgetown

N/A

No

Patrice A. Harris, MD, MA, FAPA

66

2020

Psychiatrist & CEO/ Principal of Health Strategies Enterprises, LLC

Compensation & Human Capital Executive Governance & Nominating

Yes

Diana Lewis Jackson

63

2022

President & Founder of Action Facilities Management

Risk

Yes

Mark R. Nesselroad

70

2011

CEO of Glenmark Holding LLC

Risk (Chair) Governance & Nominating Executive Audit Compensation & Human Capital

Yes

Lacy I. Rice, III

64

2022

Co-Founder & Managing Partner, Federal Capital Partners

Audit

Yes

Albert H. Small, Jr.

69

2018

Founder & President of Renaissance Centro Inc., LLC

Risk

Yes

Mary K. Weddle

75

2004

CPA & Former EVP of The Long & Foster Companies

Risk Audit

Yes

Gary G. White

76

2008

Business Consultant

Audit (Chair) Executive Compensation & Human Capital Governance & Nominating

Yes

P. Clinton Winter

78

1996

President of Bray & Oakley Insurance Agency, Inc.

Compensation & Human Capital (Chair) Executive Audit Governance & Nominating

Yes

The Board of Directors recommends a vote "FOR" the election of each of these nominees for Director.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

RICHARD M. ADAMS, 79, is the Executive Chairman of United and the Chairman of the Board of United Bank. Mr. Adams previously served as the Chairman of the Board and Chief Executive Officer of United from 1984 until 2022. Mr. Adams also served as the Chairman of the Board and Chief Executive Officer of United Bank, Inc., a former subsidiary of United, Chief Executive Officer of The Parkersburg National Bank ("PNB"), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of the Company since 1984.

Mr. Adams has worked in the banking industry for more than 55 years and successfully served as the Company's Chairman of the Board and Chief Executive Officer for 46 years before becoming Executive Chairman. During this time, Mr. Adams has guided the Company through 34 acquisitions, growing the Company from a single-office $100 million bank to over 240 offices in eight states and Washington, D.C. with $33.7 billion in assets. Mr. Adams has the experience and expertise necessary to understand the opportunities and challenges facing the Company as Executive Chairman. Mr. Adams is very familiar with the Company's business, industry, regulatory requirements, and markets. Mr. Adams is a member of the Bank Policy Institute, and the World President's Organization, and is a board member of the West Virginia Chamber of Commerce. Mr. Adams is a past Chairman of the Board of Directors of the West Virginia Business Roundtable, the West Virginia Chamber of Commerce, the West Virginia Bankers Association, West Virginia Kids Count, and Eastern States Bankcard Association in New York. He has been a member of the International Financial Conference and has served on the American Bankers Association Governing Council. Mr. Adams has also served on the Board of the Federal Reserve Bank, the Office of the Comptroller of the Currency Regional Advisory Council, the Young President's Organization of America, the West Virginia United Health System and the Rotary Club. Mr. Adams also serves as Chairman of the Executive Committee.

RICHARD M. ADAMS, JR., 57, is the Chief Executive Officer of United and the Vice-Chairman of United Bank. Mr. Adams, Jr. previously served as President of United from 2014 until 2022 and as an Executive Vice-President of United from 2000 to 2014. Mr. Adams, Jr. also served as President of United Bank, Inc. Mr. Adams, Jr. has been a director of the Company since 2022.

Mr. Adams, Jr. successfully served as the Company's President for over seven years before becoming the Chief Executive Officer. Mr. Adams, Jr. has served in a managerial capacity at the Company for almost 25 years. In his role as President of United, Mr. Adams, Jr. was responsible for overseeing the operation of day-to-day banking activities including all sales and service lines of business, including commercial and consumer lending, retail banking and wealth management. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company's values and strategy. Prior to joining United, Mr. Adams, Jr. worked as an associate at Bowles Rice, LLP and practiced law in the areas of Commercial Law, Real Estate, Employment Law and Litigation. Mr. Adams, Jr. received his law degree from the Washington and Lee School of Law and is a member of the West Virginia State Bar Association and the American Bar Association. Mr. Adams, Jr. is active in several community and industry-based organizations, including the Federal City Council, the American Bankers Council, the Bank Policy Institute, and the Mid-Size Bank Coalition of America. Mr. Adams, Jr. formerly served on the Board of Directors for the Virginia Bankers Association and is also a past Chairman of the West Virginia Bankers Association and the West Virginia Bankers Trust Division. Mr. Adams, Jr. is a former director of Energy Services of America, Inc. (NASDAQ:ESOA). Mr. Adams, Jr. is a member of the Executive Committee.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

CHARLES L. CAPITO, JR., 71, is the former Managing Director of the Wells Fargo Advisors Complex in West Virginia. Mr. Capito is a director of United Bank. Mr. Capito has been a director of the Company since 2021.

Mr. Capito is highly credentialed as a finance executive and financial advisor and has overseen the management of billions of dollars in assets throughout his career. While at Wells Fargo, Mr. Capito was responsible for managing seven offices. In this capacity, Mr. Capito was responsible for the prudent management of the firm's resources, building local partnerships and recruiting talent while creating an inclusive environment of teamwork and innovation. Prior to his position with Wells Fargo, Mr. Capito was an Executive Vice President and Director of Business Development for United Bank where he provided leadership for the implementation of sales initiatives and other private wealth management strategies. While at United Bank, Mr. Capito served as a member of the United Brokerage Services, Inc. board. Mr. Capito is a member on the West Virginia University Board of Governors, a trustee for the Charleston Area Medical Center, Inc. and a director of Vandalia Health. Mr. Capito serves as the Audit Committee Chairman for Vandalia Health and is a member of the Executive Committee for both the Charleston Area Medical Center, Inc. and Vandalia Health. Mr. Capito is also a member of the Executive Committee and President of the International Neighbors Club 1 (of Washington, D.C.) and a member of the Executive Council for the Congressional Families Cancer Prevention Program. Mr. Capito previously served as the President of the Board for the Congressional Club Museum and Foundation in Washington, D.C. Mr. Capito is a member of the Risk Committee.

PETER A. CONVERSE, 75, is the former President and Chief Executive Officer of Virginia Commerce Bancorp, Inc. and Virginia Commerce Bank. Mr. Converse is a director of United Bank. Mr. Converse has been a director of the Company since 2014.

Mr. Converse has extensive community banking experience of over 40 years in the Washington, D.C. area. He served as President, Chief Executive Officer and a director of Virginia Commerce Bancorp, Inc. for 20 years until January 2014 when Virginia Commerce Bancorp, Inc. was acquired by United. Prior to that, Mr. Converse was the Senior Vice President/Chief Lending Officer for Federal Capital Bank from March 1992 to December 1993; Senior Vice President of Bank of Maryland from October 1990 to March 1992; and Executive Vice President/Chief Lending Officer for Century National Bank from May 1986 to July 1990 and Senior Vice President/Chief Lending Officer for Central National Bank from July 1979 to April 1986. Mr. Converse is a member of the Executive Committee.

SARA DuMOND, MD, FAAP, 53, is a practicing pediatrician and the founder and Chief Executive Officer of Pediatric Housecalls, PLLC. Dr. DuMond is a director of United Bank. Dr. DuMond has been a director of the Company since 2024.

Dr. DuMond practiced general pediatrics at a private group practice in the Lake Norman, N.C. area before establishing Pediatric Housecalls, PLLC in 2011. Dr. DuMond is a highly accomplished and respected leader of her industry who does incredible work to better her community. Dr. DuMond graduated from West Virginia University with a bachelor's degree in physical therapy and went on to earn her medical degree from the West Virginia University School of Medicine with Alpha Omega Alpha distinction, the highest honor society for physicians in the U.S. Dr. DuMond completed her residency in pediatrics at Carolinas Medical Center. Dr. DuMond is a fellow of the American Academy of Pediatrics and a member of the North Carolina Medical Society and Mecklenburg Medical Society. In addition to managing her clinical practice, Dr. DuMond has served on numerous advisory boards as an advocate for evidence-based child health information, including Dr. Brown's Expert Medical Panel, American Baby Magazine, WebMD, and KidsHealth.org. She has also served as a volunteer relief physician in Guatemala with Medical Missions Ministries and is active in Mecklenburg Community Church. Dr. DuMond is a member of the Risk Committee.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

MICHAEL P. FITZGERALD, 69, is the former Co-Founder, Chairman, Chief Executive Officer and President of Bank of Georgetown. Mr. Fitzgerald is Vice Chairman and a director of United Bank. Mr. Fitzgerald is the former President of United Bank. Mr. Fitzgerald has been a director of the Company since 2016.

Mr. Fitzgerald has over 40 years of experience helping businesses achieve their financial goals through his work in the Washington, D.C. area commercial banking industry. His career prior to Bank of Georgetown included a variety of senior executive roles at some of the region's most prestigious banking institutions. He served as Senior Vice President of Sequoia Bank (and subsequently United Bank post-merger) with responsibilities for all commercial banking operations in Maryland as well as oversight of government contractor banking efforts throughout the region. Mr. Fitzgerald began his banking career with Riggs Bank, where for 15 years he served in several capacities including Corporate Banking, Special Assistant to the Chairman, and President and Chief Executive Officer of The Riggs National Bank of Maryland. He is a former director of the Federal Home Loan Bank of Atlanta.

PATRICE A. HARRIS, MD, MA, FAPA, 66, is a practicing psychiatrist trained in child/adolescent and forensic psychiatry. Dr. Harris is the Chief Executive Officer and Principal of Health Strategies Enterprises, LLC, a private practice and consulting business, Medical Director of Odyssey Family Counseling and Co-Founder of eMed. Dr Harris is also a former Chief Executive Officer of e-Med and former president of the American Medical Association ("AMA"). Dr. Harris is a director of United Bank. Dr. Harris has been a director of the Company since 2020.

Paving her way to success in the medical field, Dr. Harris is a passionate leader, an internationally recognized expert and an advocate for improving the lives of children and serving others on both local and national levels. In June 2019, Dr. Harris became the first African-American woman to be president of the AMA, the largest association of physicians and medical students in the U.S. She served on the AMA Board of Trustees from 2011 to 2021and chaired of the AMA Opioid Task Force from its inception until 2021. Apart from the AMA, she has also held leadership positions with the American Psychiatric Association ("APA"), the Medical Association of Georgia, The Big Cities Health Coalition, and the Georgia Psychiatric Physicians Association. She was also the founding president of the Georgia Psychiatry Political Action Committee. Dr. Harris earned a bachelor's degree in psychology, master's degree in counseling psychology and medical degree from West Virginia University. She completed residencies and a fellowship at Emory University, and now serves as an adjunct assistant professor in the Emory Department of Psychiatry and Behavioral Sciences and adjunct clinical assistant professor in psychiatry and behavioral sciences at Morehouse School of Medicine. A Fellow of the APA, she continues in private practice and consults with both public and private organizations on health service delivery and emerging trends in practice and health policy. Dr. Harris is also a director of Acadia Healthcare Company, Inc. (NASDAQ:ACHC). Dr. Harris brings her leadership skills to her role as a director of the Company and as a member of the Compensation and Human Capital, Executive, and Governance and Nominating Committees.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

DIANA LEWIS JACKSON, 63, is the President and Founder of Action Facilities Management ("AFM"). Ms. Lewis Jackson is a director of United Bank. Ms. Lewis Jackson has been a director of the Company since 2022.

AFM is a government and commercial contract firm specializing in building integrated facilities maintenance, janitorial/sanitation, administrative and security services with just under 400 employees in ten (10) states and Washington, D.C. AFM has championed diversity through its employment practices and retention programs, and is proud to be among the minority and women-owned small businesses that represent West Virginia. For the past several decades, Ms. Lewis Jackson has provided her time, leadership and generosity into a myriad of organizations that prioritize education, health, support for the disadvantaged, and local entrepreneurship. She currently serves on the Discover the Real West Virginia Foundation, West Virginia Higher Education Policy Commission, West Virginia Regional Technology Park Board of Directors, WVU Medicine Cancer Institute Council, the United Bank Advisory Board, and numerous other committees and boards. Ms. Lewis Jackson was previously appointed to the WVU Board of Governors and the WVU Hospital Board of Directors. Among her many awards, she was elected to the West Virginia Business Hall of Fame in 2021, selected as Small Business Prime Contractor of the Year in 2020, SBA's 8(a)-Graduate of the Year in 2016 and the West Virginia Small Business Person of the Year in 2013. Ms. Lewis Jackson brings her knowledge of government contracting, her leadership skills and her experience on boards of directors to her role as a director of the Company and as a member of the Risk Committee.

J. PAUL MCNAMARA, 77, is the Chairman of Potomac Capital Advisors and the former President and Chief Operating Officer of Sequoia Bancshares, Inc. Mr. McNamara is a current director and a former Vice Chairman of United Bank. Mr. McNamara has been a director of the Company since 2003.

Currently, Mr. McNamara is the Chairman of Potomac Capital Advisors, a privately held real estate investment company. Mr. McNamara has spent over 50 years in the banking industry. Mr. McNamara was the President and Chief Operating Officer of Sequoia Bancshares for 15 years. Prior to Sequoia, Mr. McNamara worked for Manufacturers Hanover Trust Company for three years and the National Bank of Washington for 12 years where he held several senior management positions. Mr. McNamara has gained valuable insight through his banking experience in senior management positions into retail banking, commercial banking, and bank operations and systems. Mr. McNamara brings this extensive knowledge of the banking industry to his role as a director of the Company, Chairman of the Governance and Nominating Committee, and as a member of the Executive, Compensation and Human Capital and Risk Committees.

MARK R. NESSELROAD, 70, is the Chief Executive Officer of Glenmark Holding Limited Liability Company, a real estate development company. Mr. Nesselroad is a director of United Bank. Mr. Nesselroad has been a director of the Company since 2011.

Prior to serving on United's Board, Mr. Nesselroad served on Centra Financial Holdings, Inc.'s Board of Directors from 2003 to July 2011. He was a member of Centra's audit committee, executive committee, compensation committee and finance committee. Mr. Nesselroad is a real estate developer in one of United's key markets. Mr. Nesselroad currently serves on the Board of Directors of the Mylan Park Foundation, Inc. and he formerly served on the Board of Directors of the West Virginia Housing Development Fund, the West Virginia United Health System, the Morgantown Community Resource Inc. and the EdVenture Group. Mr. Nesselroad brings his knowledge of commercial real estate in a key geographic market of United as well as his extensive experience on boards of directors and committees to his role as a director of the Company and as the Chairman of the Risk Committee and a member of the Governance and Nominating, Executive, Audit and Compensation and Human Capital Committees.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

LACY I. RICE, III, 64, is the co-founder and managing partner of Federal Capital Partners ("FCP"). Mr. Rice is a director of United Bank. Mr. Rice has been a director of the Company since 2022.

FCP is a privately held real estate investment company that acquires, operates, and develops residential and commercial assets nationally. In addition, FCP deploys capital in residential and commercial product sectors through joint venture equity, mezzanine debt, and preferred equity investments. Mr. Rice has over 35 years of experience in real estate investment and corporate finance. Prior to founding FCP, Mr. Rice was a Principal at The Carlyle Group and served on the company's real estate funds Investment Committee. Prior to Carlyle, Mr. Rice worked at companies including Alex. Brown, Haas & Haynie Corporation, and Chemical Bank. Mr. Rice is a Board Member of the National Multifamily Housing Council, member of the NMHC Affordable Housing Council, and member of the Urban Land Institute. He also serves on the Board of The Boys & Girls Clubs of Greater Washington. He is a former member of the Board of Shepherd University, the BB&T Advisory Board, and the Mercersburg Academy Alumni Council. Mr. Rice was Board Chairperson of American Community Properties Trust (NYSE: APO), which FCP purchased and took private. Mr. Rice brings his knowledge of commercial real estate in key geographic markets of United and his experience on boards of directors to his role as a director of the Company and as a member of the Audit Committee.

ALBERT H. SMALL, JR., 69, is the founder and president of Renaissance Centro Inc., LLC and the founder of the former Renaissance Housing Corporation. Mr. Small is a director of United Bank. Mr. Small has been a director of the Company since 2018.

Renaissance Centro Inc., LLC is a nationally recognized real estate development firm located in the Washington, D.C. area, specializing in residential, commercial and hotel development. Renaissance Housing Corporation is one of Washington, D.C.'s most highly recognized luxury home builders and high-rise tower developers. During Mr. Small's more than 20 years at Renaissance Housing Corporation, the firm developed over a thousand homes, apartments and lots. Mr. Small is a well-known businessman and community member in the Washington, D.C. area and brings significant knowledge of commercial real estate development and management in a key geographic market of United. Mr. Small is the Vice Chair of the Board for Tulane University and a former director of Griffin Industrial Realty, Inc. and Indus Realty Trust. Mr. Small is active in World Presidents' Organization, Chief Executive Organization, Urban Land Institute, civic boards and philanthropic organizations. Mr. Small is a member of the Risk Committee.

MARY K. WEDDLE, 75, is a Certified Public Accountant ("CPA") and a former Executive Vice President of The Long & Foster Companies. Ms. Weddle is a director of United Bank. Ms. Weddle has been a director of the Company since 2004.

Ms. Weddle has spent her career in real estate and related financial services. For over 20 years, she was in management and leadership roles in the real estate industry. Her former employer, The Long & Foster Companies, was, at the time, the nation's largest, privately held real estate company. In her most recent position as Executive Vice President and head of Operations, which she held for almost 15 years, she skillfully brought together a team responsible for a wide variety of diverse activities, such as legal, marketing, information technology, human resources, and accounting. Her expertise as head of Operations covered strategic planning and the design and implementation of efficient systems and processes for distribution to thousands of internal and external users. She also understands customer service and consumer behavior. She brings this broad and relevant experience to her role as a director of the Company and as a member of the Risk Committee and Audit Committee, where she has served as a financial expert for many years. Her designation and ongoing qualifications as a CPA give her the ability to analyze and understand the financial aspects of business.

DIRECTORS WHOSE TERMS EXPIRE IN 2026 AND NOMINEES FOR DIRECTORS

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills

GARY G. WHITE, 76, is the Principal of JRW, LLC, a consulting firm, and the President and Chief Executive Officer of Gilbert Development, Inc. He is the former Interim President of Marshall University, the former President and Chief Operating Officer of International Resource Partners LP and the former President and Chief Executive Officer of International Industries, Inc. Mr. White is also the former President and Chief Executive Officer of the West Virginia Coal Association. Mr. White is a director of United Bank. Mr. White has been a director of the Company since 2008.

Mr. White has served in several senior management positions in the coal industry for over 40 years. Mr. White also has more than 20 years of executive level experience with non-profit entities, which provides him with a broad perspective on business operations. Mr. White has good knowledge of the basic industries in the Company's primary market areas. Mr. White has been a past director of another publicly traded banking company. Mr. White brings this expertise in corporate management to his role as a director of the Company and as Chairman of the Audit Committee and as a member of the Executive, Compensation and Human Capital and Governance and Nominating Committees.

P. CLINTON WINTER, 78, is the President of Bray & Oakley Insurance Agency, Inc. Mr. Winter is a director of United Bank. Mr. Winter has been a director of the Company since 1996.

Mr. Winter has spent over 35 years working in the insurance and financial services industries. Mr. Winter's experience as President of Bray & Oakley Insurance Agency, as well as a past chairperson of an audit committee of an acquired banking company, has provided him with significant financial experience. Mr. Winter also served on the executive committee and was the chairperson of the compensation committee for this acquired banking company. Through his long experience with the insurance and financial services industries, Mr. Winter possesses expertise in financial and risk management matters, as well as business development and marketing. Mr. Winter brings this knowledge of financial and risk management to his role as a director of the Company, the Chairman of the Compensation and Human Capital Committee and as a member of the Executive, Audit and Governance and Nominating Committees. Mr. Winter also serves as the Lead Director of the independent directors of the Board.

Information as to Directors Who Will Not Stand for Re-election

J. Paul McNamara will not be standing for re-election to the Board of Directors when his current term expires at this Annual Meeting. United has benefited from and is grateful for the wisdom and guidance provided by Mr. McNamara during his 22 years of service to the Company.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Directors and Named Executive Officers

The Company's chief executive officer, chief financial officer, and the three other most highly compensated executive officers, other than anyone who served as a chief executive officer or chief financial officer during the year, constitute the named executive officers of the Company. The following table sets forth certain information regarding the beneficial ownership of United's common stock by the Company's named executive officers, directors and director nominees as of March 3, 2026. For purposes of this determination, the number of shares of United's common stock beneficially owned by any person or persons is calculated as a percentage of the total number of shares of United's common stock issued and outstanding as of March 3, 2026 plus the number of shares of United's common stock that may be acquired by such person within sixty

(60) days of that date through (i) the exercise of stock options then exercisable and (ii) the accelerated vesting of time-based restricted stock units and restricted stock upon normal retirement (to the extent applicable) pursuant to the applicable equity award documentation.

Title of Class

Name

Shares of Common Stock of the Company Beneficially Owned (1)(2)(3)

Number of Shares

Percent of Class

Common Stock

Richard M. Adams

1,202,299

*

Common Stock

Richard M. Adams, Jr.

224,224

*

Common Stock

James J. Consagra, Jr.

225,671

*

Common Stock

W. Mark Tatterson

137,759

*

Common Stock

Darren K. Williams

71,950

*

Common Stock

Charles L. Capito

14,162

*

Common Stock

Peter A. Converse

438,261

*

Common Stock

Sara DuMond, MD, FAAP

6,642

*

Common Stock

Michael P. Fitzgerald

214,107

*

Common Stock

Patrice A. Harris, MD, MA, FAPA

14,306

*

Common Stock

Diana Lewis Jackson

13,787

*

Common Stock

J. Paul McNamara

81,612

*

Common Stock

Mark R. Nesselroad

70,403

*

Common Stock

Lacy I. Rice, III

38,682

*

Common Stock

Albert H. Small, Jr.

18,606

*

Common Stock

Mary K. Weddle

25,182

*

Common Stock

Gary G. White

48,853

*

Common Stock

P. Clinton Winter

553,132

*

Common Stock

All directors, nominees and executive officers as a group (27 persons)

4,433,618

3.16%

* Indicates the individual beneficially owns less than 1% of United's issued and outstanding shares of common stock.

Footnotes:

  1. The amounts shown represent the total shares owned directly and indirectly by such individual. The number of shares includes shares that may be acquired within sixty (60) days of March 3, 2026 through the exercise of stock options then exercisable

    and the accelerated vesting of time-based restricted stock units upon normal retirement (to the extent applicable), as follows: Mr. Adams, 245,985 shares; Mr. Adams, Jr., 65,875 shares; Mr. Consagra, 102,370 shares; Mr. Tatterson, 51,910 shares; and Mr. Williams, 31,494 shares. Includes shares of restricted stock, as well as the following shares pledged as collateral: Mr. Converse, 100,000 shares; and Mr. Winter, 112,412 shares. No performance-based restricted stock units are included.

  2. Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates, and certain affiliated companies as to which shared voting and/or shared investment powers may exist: Mr. Adams, 30,629 shares; Mr. Adams, Jr., 10,986 shares; Mr. Tatterson, 93 shares; Mr. McNamara, 74,561 shares; Mr. Nesselroad, 53,782 shares; Mr. Small, 6,459 shares; and Mr. Winter, 37,800 shares.

  3. United Bank's Board of Directors exercises voting authority over 738,438 shares held by United Bank's Trust Department. Messrs. Adams, Jr. and Winter exercise voting authority over 254 and 56,674 of such shares, respectively. All 738,438 shares held by United Bank's Trust Department are included in the 4,433,618 shares held by all directors, nominees and executive officers as a group.

Principal Shareholders of United

The following table lists each shareholder of United who is the beneficial owner of more than 5% of United's common stock, the only class of stock outstanding, as of March 3, 2026, except to the extent indicated otherwise in the footnotes.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Common Stock

BlackRock, Inc.

50 Hudson Yards, New York, NY 10001

19,971,599 (1)

14.30%

Common Stock

The Vanguard Group

100 Vanguard Blvd., Malvern, PA 19355

14,202,951 (2)

10.17%

Common Stock

State Street Corporation

One Lincoln Street, Boston, MA 02111

8,170,075 (3)

5.85%

Common Stock

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building 1 Austin, TX 78746

7,291,004 (4)

5.22%

Footnotes:

  1. BlackRock, Inc. ("BlackRock") is a global investment management firm that serves institutional and retail clients, including pension funds, foundations, endowments, official institutions, insurance companies, sub-advisory relationships, high-net-worth individuals, family offices and private banks. BlackRock beneficially owns 19,971,599 shares or 14.30% of United's common stock. BlackRock holds sole dispositive authority for the 19,971,599 shares and sole voting authority over 19,603,938 shares. BlackRock's address and holdings are based solely on a Schedule 13G filing with the SEC dated January 22, 2024 made by BlackRock setting forth information as of December 31, 2023.

  2. The Vanguard Group ("Vanguard") is one of the world's largest investment management companies, serving individual investors, institutions, employer-sponsored retirement plans, and financial professionals. Vanguard beneficially owns 14,202,951 shares or 10.17% of United's common stock. Of these beneficially owned shares, Vanguard holds shared voting authority over 95,522 shares, sole dispositive authority over 13,965,271 shares, and shared dispositive authority over 237,680 shares. Vanguard's address and holdings are based solely on a Schedule 13G filing with the SEC dated February 13, 2024 made by Vanguard setting forth information as of December 29, 2023.

  3. State Street Corporation ("State Street") is a global financial services provider that offers a flexible suite of services that spans the investment spectrum, including investment management, research and trading, and investment servicing. State Street, and certain of its subsidiaries, beneficially owns 8,170,075 shares or 5.85% of United's common stock. State Street holds shared dispositive authority for the 8,170,075 shares and shared voting authority over 906,541 shares. State Street's address and holdings are based solely on an amended Schedule 13G filing with the SEC dated February 12, 2024 made by State Street setting forth information as of December 31, 2023.

  4. Dimensional Fund Advisors LP ("Dimensional") is an investment adviser under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as an investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts. Dimensional beneficially owns 7,291,004 shares or 5.22% of United's common stock. Of these beneficially owned shares, Dimensional holds sole voting authority over 7,142,913 shares and sole dispositive authority over 7,291,004 shares. Dimensional's address and holdings are based solely on a Schedule 13G filing with the SEC dated February 14, 2024 made by Dimensional setting forth information as of December 29, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file reports of holdings and transactions in United shares with the Securities and Exchange Commission ("SEC"). To our knowledge, based solely on our review of the copies of such reports furnished and written representations, no person required to file such reports during 2025 failed to file such reports on a timely basis or failed to file a report.

Related Shareholder Matters

The following table discloses the number of outstanding options granted by United to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2025. The table provides this information for equity compensation plans that have and have not been approved by shareholders.

Plan Category

Number of securities to be issued upon exercise of

outstanding options, warrants and

rights(1)

Weighted-average exercise price of outstanding options, warrants and rights(2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)

Equity Compensation Plans approved by Shareholders

1,376,233

$ 38.69

3,000,000

Equity Compensation Plans not approved by Shareholders (3)

-

-

-

Total

1,376,233

$ 38.69

3,000,000

Footnotes:

  1. Consists of 208,233 time-based restricted stock units, 387,252 performance-based restricted stock units, and 780,748 outstanding stock options.

  2. Represents the weighted average exercise price of the 780,748 outstanding stock options.

  3. The table does not include information for equity compensation plans assumed by United in connection with mergers and acquisitions and pursuant to which there remain outstanding options (collectively, "Assumed Plans"). The Assumed Plans include remaining outstanding options from the Community Bankers Trust Corporation, Carolina Financial Corporation, and Cardinal Financial Corporation mergers. A total of 128,768 shares of United common stock may be purchased under the Assumed Plans at a weighted average exercise price of $25.21 and a weighted average remaining term of 2.9 years. No further grants may be made under any Assumed Plan.

GOVERNANCE OF THE COMPANY

Board Leadership Structure

The Board does not have a fixed policy regarding the separation of the offices of the Chairman and the Chief Executive Officer and believes it should maintain the flexibility to establish a leadership structure that fits the needs of the Company and its shareholders at any particular point in time. The Board of Directors regularly evaluates the Board's leadership structure to ensure it continues to be in the best interests of the Company and its shareholders. The Board is led by an Executive Chairman selected by the Board.

Richard M. Adams is the Company's Executive Chairman and Richard M. Adams, Jr. is the Company's Chief Executive Officer.

Mr. Adams moved to Executive Chairman on April 1, 2022 after serving as the Company's Chief Executive Officer and the Chairman of the Board since 1984. Prior to this, Mr. Adams served as the Chief Executive Officer of The Parkersburg National Bank ("PNB"), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of United since 1984. Mr. Adams has worked in the banking industry for more than 50 years and has successfully served as the Company's Chairman and Chief Executive Officer for over 45 years. Mr. Adams is a significant shareholder reporting beneficial ownership of 1,202,299 shares, closely aligning his interests with those of the Company's shareholders.

Prior to being appointed as the Company's Chief Executive Officer on April 1, 2022, Mr. Adams, Jr. successfully served as the Company's President for over seven years and has served in a managerial capacity at the Company for over 21 years. Mr. Adams, Jr. had been President of the Company since 2014 and Executive Vice President of the Company from 2000 to 2014. Mr. Adams, Jr. is the Vice Chairman of United Bank. Mr. Adams, Jr. joined the Company in 1994. Also effective April 1, 2022, Mr. Adams, Jr. was appointed a director of the Company. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company's values and strategy. Mr. Adams, Jr. beneficially owns 224,224 shares of United stock.

The Board of Directors recognizes the importance of a strong independent board. The Board of Directors maintains a supermajority of independent directors, designates a lead independent director, has regular meetings of the independent directors in executive session without the presence of insiders, has a succession plan for incumbent management and determines management compensation by a committee of independent directors.

P. Clinton Winter serves as the Board of Directors' Lead Independent Director. The Lead Independent Director's duties and responsibilities include: setting the agenda for and presiding over meetings of the independent directors; advising the Executive Chairman as to the quality, quantity, and timeliness of the flow of information from the Company's management that is necessary for the independent directors to effectively and responsibly perform their duties; acting as a "sounding board" and advisor to the Executive Chairman; contributing to the performance review of the Executive Chairman; and staying informed about the strategy and performance of the Company and reinforcing that expectation for all Board members.

Mr. Winter is the Chairman of the Compensation and Human Capital Committee, and also serves on the Board of Directors' Audit, Executive, and Governance and Nominating Committees. He has been a director of the Company since 1996 and is a significant shareholder with reported beneficial ownership of 553,132 shares.

Independence of Directors

The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director and each nominee for director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively determine whether each director and each nominee for director has any relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Governance and Nominating Committee met on February 19, 2026 to determine the independence of the current members and the nominees for director of the Board of Directors. At the meeting, the Governance and Nominating Committee reviewed the directors' responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest, as well as information provided by management related to transactions, relationships, or arrangements between the Company and the directors or parties related to the directors.

Based on the subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules, the Governance and Nominating Committee determined that the following members of the Board of Directors are independent: Charles L. Capito, Jr., Peter A. Converse, Dr. Sara DuMond, Dr. Patrice A. Harris, Diana Lewis Jackson, J. Paul McNamara, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter.

The NASDAQ listing standards contain additional requirements for members of the Compensation and Human Capital Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors serving on each of these committees are independent under the additional requirements applicable to such committees.

The Governance and Nominating Committee considered the transactions described under the heading "Related Party Transactions," as well as the following relationships in evaluating the independence of the Company's independent directors and determined that none of the relationships constitute a material relationship with the Company.

  • United's subsidiaries provided lending and/or other financial services to certain members of the Company's Board of Directors, their immediate family members, and/or their affiliated organizations during 2025 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence.

  • Peter A. Converse received compensation in each of 2023, 2024 and 2025 for services performed under a contract with United Bank as an independent contractor. Because Mr. Converse has not been paid more than $120,000 in each of the last three years and his relationship with United Bank is that of an independent contractor, Mr. Converse satisfied the standards for independence.

  • JRW, LLC rents office space from the Company's banking subsidiary at its Aracoma, West Virginia location. Gary G. White is the sole owner of JRW, LLC. The total amount of rent paid to United Bank by JRW, LLC was well below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

  • Albert H. Small, Jr. owns an interest in 1700 K Street Associates, LLC in an aggregate amount of less than 5%. The Company's banking subsidiary commenced leasing office space from 1700 K Street

    Associates in 2019. Because Mr. Small's interest in this limited liability company is less than 10% and he is not a managing member or executive officer, this relationship satisfies the standards for independence.

  • Action Facilities Management, Inc., an entity affiliated with Diana Lewis Jackson, was awarded a contract, using a competitive bid process, to provide unarmed security guard services for the Company's banking subsidiary in 2025. Payments for these services did not exceed 5% of Action Facilities Management, Inc.'s revenues for 2025, and therefore, the relationship satisfied the standards for independence pursuant to the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards.

The Governance and Nominating Committee concluded that the two transactions described under the heading "Related Party Transactions" involving Charles L. Capito, Jr.'s son and an entity affiliated with Lacy

I. Rice, III satisfied the standards for independence under the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards and therefore did not impact the independence of Messrs. Capito and Rice. The amount paid by United to the law firm where Mr. Capito's son was a shareholder in 2025 did not exceed 5% of the firm's revenues, and United's portion of the management fees to be paid to an entity that Mr. Rice controls and indirectly owns will not exceed $200,000.

The Governance and Nominating Committee determined that the following members of the Board of Directors and the nominees for director are not independent: Richard M. Adams, Richard M. Adams, Jr., and Michael P. Fitzgerald. Messrs. Adams, Adams, Jr., and Fitzgerald are not independent because these directors are currently employed by the Company or its banking subsidiary.

The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

Risk Management Oversight

The Board of Directors' role in the risk management process is to provide oversight of the Company's Enterprise Risk Management Program. This program and the processes related thereto focus on the following seven risk categories: credit risk, liquidity risk, information security risk, market risk, operational risk, regulatory risk, and strategic risk. The Board of Directors, through the adoption of Company policies, defines risk exposure limits for each of these risk categories, taking into consideration the Company's strategic goals and objectives, as well as current market conditions.

The Board of Directors' risk management oversight is provided primarily by the Board of Directors' Risk Committee. This oversight includes the appointment and annual review of the Company's Chief Risk Officer and Information Officer, the approval of outsourced or co-sourced risk management arrangements, the review of significant reports to management prepared by the Company's Risk Management Department and the timeliness of management's responses, and the discussion with management regarding the responsibilities, budget, staffing, and scope of the Company's Risk Management Department.

At the management level, the ultimate responsibility for oversight of the risk management function lies with the Chief Risk Officer and Information Officer. The Chief Risk Officer and Information Officer is an executive officer of the Company who reports directly to the Board of Directors' Risk Committee Chairman. The Chief Risk Officer and Information Officer provides regular risk management reports to the Board of Directors' Risk Committee and the full Board of Directors, as well as at meetings of the independent directors.

The Chief Risk Officer and Information Officer has established various management-level committees under the Enterprise Risk Management Program that promote proper risk management practices throughout the Company. Reports are prepared by management and presented to the Board of Directors' Risk Committee and the full Board of Directors on a regular basis.

In addition to the oversight of the Board of Directors' Risk Committee, the Board of Directors' Compensation and Human Capital Committee oversees the Company's compensation policies and arrangements with the objective of encouraging appropriate levels of risk taking by management with respect to the Company's strategic goals and determining whether any of them give rise to risks that are reasonably likely to have a material adverse effect on the Company. The Board of Directors' Audit Committee oversees the Company's financial risk management and internal controls, as well as its response to risks within the Company's governance, operations and information systems. Finally, the Board of Directors' Governance and Nominating Committee also plays a key role related to risk management by ensuring the Company's leadership structure is appropriate and by carefully reviewing the responsibilities of each Board Committee to ensure that all significant risk categories are addressed by at least one Committee.

The Audit Committee, the Compensation and Human Capital Committee, the Board of Directors' Risk Committee and the Governance and Nominating Committee are comprised entirely of independent directors.

Board and Committee Membership

The committee descriptions and membership set forth below are those applicable as of the mailing date of this proxy statement.

During 2025, the Board of Directors met six times. The Board of Directors of the Company has five standing committees: The Executive Committee, Audit Committee, Compensation and Human Capital Committee, Risk Committee and Governance and Nominating Committee. During 2025, each incumbent director attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and all committees of the Board on which he or she served. Although there is no formal written policy, attendance at the annual meeting by directors is expected. All fifteen (15) of the incumbent directors of United attended the 2025 Annual Meeting. The Company's independent directors also held two meetings during 2025.

Name

Executive

Audit

Compensation & Human Capital

Risk

Governance & Nominating

Richard M. Adams

C

Richard M. Adams, Jr.

●

Charles L. Capito, Jr.

●

Peter A. Converse

●

Sara DuMond

●

Michael P. Fitzgerald

Patrice A. Harris

●

●

●

Diana Lewis Jackson

●

J. Paul McNamara

●

●

●

C

Mark R. Nesselroad

●

●

●

C

●

Lacy I. Rice, III

●

Albert H. Small, Jr.

●

Mary K. Weddle

●

●

Gary G. White

●

C

●

●

P. Clinton Winter

●

●

C

●

C = Chairperson

The Executive Committee

The Executive Committee is currently comprised of eight directors: Richard M. Adams, Chairman, Richard M. Adams, Jr., Peter A. Converse, Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad, Gary

G. White, and P. Clinton Winter. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or the provisions of the Amended and Restated Articles of Incorporation or Restated Bylaws of the Company. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. The Executive Committee is governed by the Executive Committee charter which is available on the corporate website under Resources and Governance Documents at "https://www.ubsi-inc.com". During 2025, the Executive Committee met two times.

The Audit Committee

The Audit Committee has primary oversight responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The Audit Committee is governed by the Audit Committee charter, which is available on the corporate website under Resources and Governance Documents at "https://www.ubsi-inc.com". Current members of this committee are Gary G. White, Chairman, Mark

R. Nesselroad, Lacy I. Rice, III, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four times during 2025. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

Audit Committee Financial Expert

The Board of Directors has determined that all audit committee members are financially literate under the NASDAQ listing standards. The Board also determined that Mary K. Weddle qualifies as an "audit committee financial expert" as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. For the relevant qualifications and experience of Ms. Weddle as an "audit committee financial expert," please refer to the section of this proxy statement entitled "Directors Whose Terms Expire in 2026 and Nominees for Directors."

The Compensation and Human Capital Committee

The Compensation and Human Capital Committee approves executive officer and director compensation. The Compensation and Human Capital Committee also reviews and provides input with respect to the Company's human capital strategy to assist in the recruiting and retaining of qualified individuals. The Compensation and Human Capital Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are

P. Clinton Winter, Chairman, Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad and Gary G. White. The Compensation and Human Capital Committee met three times during 2025. The Compensation and Human Capital Committee is governed by the Compensation and Human Capital Committee charter, which is available on the corporate website under Resources and Governance Documents at "https://www.ubsi-inc.com".

The Compensation and Human Capital Committee's primary processes and procedures for consideration and determination of executive compensation, as well as any delegation of its authority with

respect to compensation decisions, can be found in the Compensation Discussion and Analysis section under the headings "Role of Executive Officers and the Committee in Compensation Decisions" and "Overview of Compensation Program."

The Compensation and Human Capital Committee is also responsible for evaluating the compensation of our directors and recommending changes for consideration by the independent directors of the Board when appropriate. The Compensation and Human Capital Committee uses peer group information when evaluating the compensation of our directors. Compensation for our directors who served on United's Board of Directors in 2025 can be found in the Director Compensation table on page 64.

The Risk Committee

The Risk Committee provides oversight of the Company's corporate risk structure and the processes established to identify, measure, manage and monitor United's significant financial and other risk exposures, including credit risk, liquidity risk, information security risk, market risk, operational risk, regulatory risk, and strategic risk. In particular, the Risk Committee is responsible for oversight of enterprise risk management, including customer due diligence, complaint management, legal risk, and fair and responsible banking. The Risk Committee periodically reviews management's strategies and policies for assessing and managing risk, including, but not limited to, the approval of the overall risk appetite and risk management structure. The Risk Committee also reviews capital management activities and makes recommendations, as appropriate, to the Board of Directors.

The Risk Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are Mark R. Nesselroad, Chairman, Charles L. Capito, Jr., Dr. Sara DuMond, Diana Lewis Jackson, J. Paul McNamara, Albert H. Small, Jr. and Mary K. Weddle. The Risk Committee met four times during 2025. The Risk Committee is governed by the Risk Committee charter which is available on the corporate website under Resources and Governance Documents at "https://www.ubsi-inc.com".

The Governance and Nominating Committee

The purpose of the Governance and Nominating Committee is to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of Directors, develop and implement United's corporate governance policies, approve annual director nominees for and any subsequent changes in the subsidiary bank's board, develop specific criteria for director independence, and assess the effectiveness of the Board of Directors. The Governance and Nominating Committee is composed entirely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are J. Paul McNamara, Chairman, Dr. Patrice A. Harris, Mark R. Nesselroad, Gary G. White, and

P. Clinton Winter. The Governance and Nominating Committee met three times during 2025. The charter for this committee is available on the corporate website under Resources and Governance Documents at "www.ubsi-inc.com".

Board Selection, Nomination and Composition. Nominations to the Board of Directors by a shareholder may be made only if such nominations are made in accordance with the procedures set forth in Article II, Section 4 of the Restated Bylaws of United, which section is set forth in full below:

Section 4. Nomination of directors. Directors shall be nominated by the Board prior to the giving of notice of any meeting of shareholders wherein directors are to be elected. Additional nominations of directors may be made by any shareholder; provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman, Chief Executive Officer or President no later than ten

(10) days from the date the notice on the meeting of shareholders was mailed; however, in the event the

notice is mailed less than thirteen (13) days prior to the meeting, such nomination or nominations must be received no later than three (3) days prior to any meeting of the shareholders wherein directors are to be elected.

In identifying nominees and evaluating and determining whether to nominate a candidate for a position on United's Board, the Governance and Nominating Committee considers the criteria outlined in United's Corporate Governance Policy and Guidelines. United's Corporate Governance Policy and Guidelines is available on the corporate website under Resources and Governance Documents at "https://www.ubsi-inc.com". United regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Committee from current Board members, shareholders, professional search firms, officers or other persons. The Committee will consider and review all candidates in the same manner regardless of the source of the recommendation.

Board Qualifications and Experience Matrix. The following chart reflects areas of key qualifications, skills and experience that our Governance and Nominating Committee views as important to our business when evaluating director nominees. Additional information on the business experience and other qualifications of each of our director nominees is included under the heading "Directors Whose Terms Expire in 2026 and Nominees for Directors." Each director also contributes other important experience, skills, viewpoints, and personal attributes to our Board that are not reflected in the chart below. These attributes, among others, led the Governance and Nominating Committee to recommend the director nominees to the Board.

Knowledge, Skills and Experience

Adams

Adams, Jr.

Capito, Jr.

Converse

DuMond, MD, FAAP

Fitzgerald

Harris, MD, MA, FAPA

Lewis Jackson

McNamara

Nesselroad

Rice, III

Small, Jr.

Weddle

White

Winter

Financial Industry

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C Suite or Similar Leadership

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Information Technology/Cybersecurity

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Corporate Social Responsibility

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Human Capital/Compensation

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Risk and Controls Management

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Legal/Regulatory/Political

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Mergers and Acquisitions

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Finance, Accounting or Auditing

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Strategic Planning

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Retail/Branding/Marketing

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Public Company Board Service

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Real Estate

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Corporate Governance

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Board Refreshment. Longer-serving directors have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As such, United's Board does not believe it should establish term limits. At the same time, the Board recognizes the importance of board refreshment to help ensure an appropriate balance of experience and perspectives on the Board. Since 2020, five new independent Directors have been added to the Board. Dr. Harris was added in 2020, Mr. Capito in 2021, Ms. Lewis Jackson and Mr. Rice in 2022, and Dr. DuMond in 2024.

In accordance with Article III, Section 2 of the Restated Bylaws of United, directors shall be elected at each annual meeting of the shareholders, or any adjournment thereof, to serve until the next annual meeting of the shareholders or until their offices shall be declared vacant, or until their successors are elected and qualified; provided, however, that the directors at any duly called meeting, without shareholder approval, may elect, during any calendar year, directors for any vacancies who shall serve until the next annual meeting of shareholders or until their successors are elected and qualified; and provided, further, that at any time during the year the directors may enlarge the number of directors and may fill those vacancies or may decrease the number of directors but no such decrease shall have the effect of shortening or terminating the term of any incumbent director.

Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation to determine whether it and its Committees are functioning effectively. The Governance and Nominating Committee receives comments from all directors and reports annually to the Board with an assessment of the Board's performance. This assessment is discussed with the full Board following the end of each fiscal year. The assessment focuses on the Board's contribution to the Company and on areas in which the Board or management believes that the Board could improve. Board Resignation Situations. It is the policy of the Board of Directors that if a nominee for director who is an incumbent director does not receive votes in favor of his or her election representing a majority of the votes cast in an uncontested election or at any meeting for the election of directors at which a quorum is present, the director shall promptly tender his or her resignation to the Board of Directors. The Board's Governance and Nominating Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Governance and Nominating Committee's recommendation. The Governance and Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director's resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director's resignation is accepted by the Board of Directors, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of the Restated Bylaws. In addition, those individual Directors who change their principal occupation, their position, or the responsibility they held when they were elected to the Board should submit their resignation from the Board. It is not the sense of the Board that in every instance the directors who retire or change from the position they held when they joined the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, through the Governance and Nominating Committee, to review the continued appropriateness of Board membership under the circumstances. Related Party Transactions Policies and Procedures. The Board of Directors has adopted a written policy and procedure for review, approval and monitoring of transactions involving the Company and "related persons" (directors and executive officers or their immediate families, or shareholders owning 5% or greater of the Company's outstanding stock). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Related person transactions must be approved by the Audit Committee of the Board. At each calendar year's first regularly scheduled Audit Committee meeting, management recommends related person transactions to be entered into by the Company for that calendar year, including the proposed aggregate value of such transactions if applicable. After review, the Audit Committee approves or disapproves such transactions, and at each subsequently scheduled meeting, management will update the Audit Committee as to any material change to proposed transactions.

The Audit Committee will consider all of the relevant facts and circumstances available to the Audit Committee, including whether the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third person and whether the transaction violates any requirements of the Company's financing agreements.

In the event management recommends any further related person transactions subsequent to the first calendar year meeting, such transactions may be presented to the Audit Committee for approval or preliminarily entered into by management subject to ratification by the Audit Committee; provided that if ratification shall not be forthcoming, management will make all reasonable efforts to cancel or annul such transaction.

All related party transactions since January 1, 2024, which were required to be reported in this proxy statement, were approved by the Audit Committee in accordance with United's Related Party Transaction Policy.

Description of Related Person Transactions. United's banking subsidiary has had, and expects to have in the future, banking transactions with United and with its officers, directors, principal shareholders, or their interests (entities in which they have more than a 10% interest). The transactions, which at times involved loans in excess of $120,000, were in the ordinary course of business, were made on substantially the same terms, including interest rates, collateral and repayment terms as those prevailing at the time for comparable transactions with persons not related to United and did not involve more than the normal risk of collectability or present other unfavorable features. United's subsidiary bank is subject to federal statutes and regulations governing loans to officers and directors and loans extended to officers and directors are in compliance with such laws and are exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

In 2025, the Company closed on a commitment to invest $5 million in FCP Housing Preservation Holdings, L.P, a Delaware limited partnership ("the Fund") through the purchase of limited partnership interests. Funding on the commitment will occur in the future as the Company receives capital calls from the Fund. The Fund will invest primarily in affordable housing projects. Lacy I. Rice, III owns approximately one-third of an entity that will receive a management fee from the Fund. It is estimated that the Company's share of such management fees will be $65,000 in 2026.

Charles L. Capito, Jr.'s son, A.A. Moore Capito, was a shareholder with Babst Calland during 2025 and Babst Calland provided legal services to United's banking subsidiary in 2025 totaling approximately $195,000.

Executive Officers

Set forth below are the executive officers of United and their respective principal occupations for the past five years.

Name

Age (1)

Present Position

Principal Occupation and Banking Experience During the Last Five Years

Richard M. Adams

79

Executive Chairman since 2022 -United; Chairman of the Board - United Bank, a subsidiary of United

Executive Chairman - United; Chairman of the Board - United Bank; Chairman of the Board & Chief Executive Officer - United

Richard M. Adams, Jr.

57

Chief Executive Officer since 2022 -United; Vice Chairman - United Bank

Chief Executive Officer - United; Vice Chairman - United Bank; President -United

James J. Consagra, Jr.

65

President since 2022 - United; Chief Executive Officer - United Bank

President - United; Chief Executive Officer - United Bank; Chief Operating Officer - United; Executive Vice-President - United

Ross M. Draber

38

Chief Operating Officer since 2022 -United; Executive Vice-President since 2022 - United

Chief Operating Officer - United; Executive Vice-President - United; Chief Administration Officer - United; Chief Operating Officer - United Bank

Douglas B. Ernest

61

Chief Credit Officer since 2015 -United; Executive Vice-President since 2014 - United; Executive

Vice-President - United Bank

Chief Credit Officer & Executive Vice-President - United; Executive Vice President - United Bank

Julie R. Gurtis

63

Executive Vice-President - United since 2022; President - United Bank

Executive Vice-President - United; President - United Bank; Chief Commercial Banking Officer - United Bank

Matthew L. Humphrey

46

Executive Vice-President - United since 2022; Head of Wealth Management since 2022; Chief Executive Officer & President of United Brokerage Services, Inc., an indirect subsidiary of United

Executive Vice-President - United; Head of Wealth Management - United; Chief Executive Officer & President of United Brokerage Services, Inc.

Henry M. Kayes, Jr.

58

Executive Vice-President - United since 2023; Chief Banking Officer -United since December of 2024

Executive Vice-President - United; Chief Banking Officer - United; Chief Operating Officer - United Bank; Regional President - United Bank

Charles J. Mildren

54

Executive Vice-President - United since 2022; Chief Consumer Lending Officer - United since December of 2024; President of United Title Company, a subsidiary of United Bank

Executive Vice-President - United; Chief Consumer Lending Officer -United; Chief Consumer Banking Officer - United; President of United Title Company

Name

Age (1)

Present Position

Principal Occupation and Banking Experience During the Last Five Years

Michael Proctor

42

Executive Vice-President - United since 2022; Chief Commercial Lending Officer - United since December of 2024

Executive Vice-President - United; Chief Commercial Lending Officer -United; Chief Commercial Banking Officer - United

Anna J. Schultheis

66

Executive Vice-President - United since 2022; Corporate Secretary & Secretary to the Board - United since 2010

Executive Vice-President - United; Corporate Secretary & Secretary to the Board - United

Ami L. Shaver

54

Executive Vice-President - United since 2022; Chief Human Resources Officer - United since December of 2024

Executive Vice-President - United; Chief Human Resources Officer -United; Head of Human Resources -United; Director of Retail Sales & Service - United Bank

W. Mark Tatterson

50

Chief Financial Officer and Treasurer since 2015 - United; Executive Vice-President since 2011 - United; Chief Financial Officer - United Bank

Chief Financial Officer, Treasurer & Executive Vice-President - United; Chief Financial Officer - United Bank

Darren K. Williams

53

Chief Risk and Information Officer since 2020 - United; Executive Vice-President since 2014 - United; Executive Vice-President - United Bank

Chief Risk and Information Officer & Executive Vice-President - United; Chief Risk Officer - United; Executive Vice-President - United Bank

Footnotes:

(1) Age is as of the record date of March 5, 2026.

Family Relationships

Richard M. Adams and Richard M. Adams, Jr. are father and son.

CORPORATE RESPONSIBILITY

The key elements of a successful corporate responsibility program - strong risk management, providing excellence in service to our stakeholders, and planning for long-term sustainability - are at the core of what United and its leadership do every day. The Board of Directors has ultimate oversight of the Company's corporate responsibility program. The Board has tasked the Governance and Nominating Committee with monitoring the Company's progress and efforts. The Board Risk Committee has oversight of items that are incorporated within the enterprise risk management program. Executive management sets strategy, priorities, and the pace of program advancement. For further information on our corporate responsibility program and disclosures, please see our website at "https://www.ubsi-inc.com". The corporate responsibility and other information posted on our website is not part of or incorporated by reference into this proxy statement.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by United's shareholders, United's Audit Committee has selected Ernst & Young LLP ("Ernst & Young"), Charleston, West Virginia as the independent registered public accounting firm for United to audit the consolidated financial statements of United and its subsidiaries for the fiscal year ending December 31, 2026. Ernst & Young has audited the financial statements of United and its subsidiaries since 1986.

Representatives of Ernst & Young will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. Such representatives of the firm will be available to respond to appropriate shareholder inquiries at the Annual Meeting.

The affirmative vote of a majority of votes cast on this proposal is required for the approval of this proposal. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote.

Shareholder ratification of the selection of Ernst & Young as our independent registered public accounting firm is not required by our Restated Bylaws or otherwise. However, the Board of Directors is submitting the selection of Ernst & Young to the shareholders for ratification as a matter of good corporate practice. Should the shareholders fail to ratify the selection, the Audit Committee will reconsider its determination to retain Ernst & Young as the Company's independent registered public accounting firm, but may elect to continue to retain Ernst & Young. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee and the Board of Directors recommend a vote "FOR" the ratification of Ernst & Young as the independent registered accounting firm for United.

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committee reviews United's financial reporting process on behalf of the Board of Directors and is responsible for the appointment, compensation and oversight of the external auditor. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control. United's independent registered public accounting firm is responsible for expressing an opinion on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the 2025 consolidated financial statements. This discussion included the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"). In addition, the Audit Committee