SEC Form DEF 14A filed 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

Richard M. Adams

Executive Chairman

April 1, 2026

UNITED BANKSHARES, INC.

2026 PROXY STATEMENT

TABLE OF CONTENTS

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.

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.

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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.

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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

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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.

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.

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

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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.

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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.

Footnotes:

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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.

Footnotes:

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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.

Footnotes:

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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.

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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

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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.

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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.

C = Chairperson

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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 “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 “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 “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

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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 “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

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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 “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

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.

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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.

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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.

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Footnotes:

Family Relationships

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

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 “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.

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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 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

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received from the independent registered public accounting firm the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with them their independence from the Company and its management. The Audit Committee determined that all services provided to the Company by the independent registered public accounting firm, including non-audit services, are compatible with the auditors’ independence.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting be included in United’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

No member of the Audit Committee is a former or current officer or employee of United.

Audit Committee

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve permitted services provided that the Chair reports any decisions to the Committee at its next scheduled meeting. During 2025 and 2024, all services related to the audit, audit-related and tax fees described below provided by Ernst & Young were pre-approved by the Audit Committee.

Independent Registered Public Accounting Firm Fees Information

Audit Fees. Fees for audit services were $2,120,000 in 2025 and $1,765,000 in 2024, including fees rendered for the annual audit of United’s annual financial statements included in Form 10-K filed with the Securities and Exchange Commission, and its internal controls over financial reporting, and the quarterly reviews of United’s financial statements included in Forms 10-Q.

Audit-Related Fees. Fees for audit-related services were $244,000 in 2025 and $233,000 in 2024. Audit-related services principally include audits of certain subsidiaries, employee benefit plans, and other attest services not classified as audit.

Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning were $298,925 in 2025 and $469,711 in 2024.

No other fees were paid to United’s independent registered public accounting firm for the years of 2025 and 2024.

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In accordance with Section 14A of the Exchange Act, shareholders will be asked to provide their support with respect to the compensation of United’s named executive officers by voting on an advisory, nonbinding resolution.

The executive officers named in the summary compensation table set forth in this proxy statement and deemed to be United’s “named executive officers” are Richard M. Adams, Richard M. Adams, Jr., James J. Consagra, Jr., W. Mark Tatterson and Darren K. Williams.

Shareholders are urged to read the compensation information on the following pages of this proxy statement which discusses the compensation policies and procedures with respect to United’s named executive officers and vote on the following advisory, nonbinding resolution.

RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to United’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion.

As detailed in the Compensation Discussion and Analysis beginning below, United’s compensation for its named executive officers is in line with its peer group identified on page 33 (“Proxy Peer Group”) while United’s financial performance continues to be superior to its Proxy Peer Group’s financial performance. In addition, United’s Compensation and Human Capital Committee has reviewed the Company’s compensation policies and believes that United’s policies do not promote unnecessary risk-taking, nor are they reasonably likely to have a material adverse effect on the Company.

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on the Board of Directors. Although nonbinding, the Board of Directors and the Compensation and Human Capital Committee value constructive dialogue on executive compensation and other important governance topics with shareholders and encourage all shareholders to vote their shares on this matter. The Board of Directors and the Compensation and Human Capital Committee will review the voting results and take them into consideration when making future decisions regarding United’s executive compensation programs.

United is currently conducting the “say-on-pay” advisory vote on an annual basis. The next “say-on-pay” advisory vote is scheduled for the 2027 Annual Meeting of Shareholders.

The Board of Directors and Compensation and Human Capital Committee recommend a vote “FOR” the nonbinding resolution to approve the compensation of United’s named executive officers.

Named Executive Officers

The Company’s Named Executive Officers (“NEOs”) for 2025 include the Chief Executive Officer, the Chief Financial Officer, and our next three most highly compensated executive officers, other than anyone who

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served as Chief Executive Officer or the Chief Financial Officer during the year. Our NEOs are summarized in the table below:

UBSI 2025 Performance

United continues to be one of the best-performing regional banking companies in the nation based on our consistent earnings performance, solid asset quality, and strong capital position. Key accomplishments for 2025 included:

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Philosophy of Compensation Program

The Company’s philosophy is to ensure that the total compensation paid to its employees is fair, reasonable, and competitive, maintains a balance between risk and reward, and is aligned with the best interests of our shareholders. The Compensation and Human Capital Committee (the “Committee”) monitors the Company’s risk profile and risk management process to ensure that the Company’s compensation policies do not promote unnecessary and excessive risks that may threaten the value of the Company. In addition, the Company’s risk management team conducts an annual compensation risk assessment for applicable employees, in accordance with the Board of Governors of the Federal Reserve System’s Guidance on Sound Incentive Compensation Policies, through which the Company considers, among other factors, the degree to which incentive plans include risk-balancing design features and incentive systems comply with mandates for governance. After reviewing the most recent compensation risk assessment, the Committee determined that the Company’s internal control structures are appropriate for maintaining the Company’s risk profile within acceptable limits and ensuring that incentives do not encourage excessive risk-taking.

In recent years, the Committee has been directing a shift in the mix of the Company’s executive compensation toward incentive compensation. This strategy is intended to increase the performance orientation of the Company’s executive compensation, and the Committee continued this emphasis in 2025. The Company links compensation with the achievement of performance goals. Compensation is based on corporate performance, individual performance, and an individual’s level of responsibility. The Committee believes that discretion, flexibility, and judgment are important to its ability to deliver appropriate incentive compensation.

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The Company provides a mix of cash, equity-based compensation, and other non-cash compensation to align executive management’s interest with those of the shareholders and the Company, over both near-term and long-term performance horizons.

While the Committee recognizes that elements of compensation may be interrelated, it does not require or assume any fixed relationship among the various elements of compensation within the total direct compensation framework or between the compensation of our Chief Executive Officer (“CEO”) and that of any other senior executive. In addition, accrued pension and amounts realized or realizable under previously granted equity-based awards did not influence the Committee’s decisions with respect to annual compensation in 2025.

“Say-on-Pay” Results

At our 2025 Annual Meeting of Shareholders, our shareholders were given the opportunity to provide feedback to the Committee in the form of a nonbinding advisory vote on the Company’s executive compensation program, commonly referred to as a “Say-on-Pay” vote. Our shareholders overwhelmingly approved the compensation of our NEOs, with 97.58% of the votes cast in favor of the “Say-on-Pay” resolution approving the compensation of the NEOs for the 2024 fiscal year. Even though the result of the “Say-on-Pay” vote is nonbinding, the Board of Directors and Committee value the opinions that shareholders express in their votes and will continue to consider the outcome of the vote when making future executive compensation decisions.

Additionally, when determining how often to hold an advisory vote on executive compensation, the Board considered the strong preference for an annual vote expressed by our shareholders at our 2023 Annual Meeting. Accordingly, the Board determined that we would hold an annual advisory shareholder vote on the compensation of our NEOs until the next “Say-on-Pay” frequency vote.

Role of Executive Officers and the Committee in Compensation Decisions

As provided in its charter, the Committee has the authority to determine all compensation components for the NEOs and to approve equity awards to other officers of the Company. The Committee met in February 2025 to discuss the annual evaluation process; to analyze peer data as it relates to executive compensation; to act on compensation issues for the NEOs for 2025 and cash incentive awards for performance during 2024; to review its consultant’s calculations related to the CEO Pay Ratio; to review and determine the Proxy Peer Group; to review and approve the Company’s long-term incentive compensation; and to review Board compensation. The Committee also met in July 2025 to review the results of the shareholder vote related to “Say-on-Pay” from the 2025 Annual Meeting of Shareholders and discuss the proxy advisory service reports. In addition, the Committee met in November 2025 to review the Annual Incentive Compensation Risk Assessment and to review the Company’s Management Succession and Development Plan. Prior to the February 2025 Committee Meeting, the Chairman of the Committee and Richard M. Adams, the Company’s Executive Chairman, met to review the performance of the Company, the CEO’s performance, the performance of the other NEOs, and the CEO’s recommendations as to the compensation of each other NEO. The conclusions and recommendations based on these reviews, including salary adjustments and annual award amounts, were presented to the Committee. The Committee, without the CEO present, annually reviews the CEO’s performance and reaches a recommendation as to his compensation.

The Committee considered compensation information for the Proxy Peer Group gathered from documents filed with the SEC and other available executive compensation surveys. Each year, the Committee also reviews a summary of total compensation for each NEO, including base salary, annual cash incentive award, stock award, stock option awards, change in pension benefit value, change in non-qualified deferred

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compensation earnings, and other compensation. In addition, accrued pension and amounts realized or realizable under previously granted equity-based awards did not influence the Committee’s decisions.

Overview of Compensation Program

The Company’s executive compensation program is designed to:

2025 Executive Compensation Components

For the fiscal year ending December 31, 2025, the principal components of compensation for the NEOs were:

2025 Target Pay Performance Mix

The Committee aims to establish an appropriate balance between fixed and performance-based compensation as well as between its annual incentive and long-term incentive compensation. The following charts display the target pay mix of total compensation in 2025 for the CEO and the average of the other four NEOs.

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Role of Consultants and Advisors

The Committee periodically engages nationally recognized compensation consulting firms to provide independent advice on executive compensation matters and to evaluate the Company’s compensation programs. The Committee has the authority to retain and terminate any compensation consultant that assists with its compensation analysis. In 2025, the Committee engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its independent compensation consultant. The Committee requested and received advice from Aon with respect to all significant matters addressed by the Committee during 2025 including analysis of the Proxy Peer Group, Change in Control agreements, the Company’s 2025 Equity Incentive Plan, and compensation for the Company’s executive officers. Aon reviewed the Company’s executive compensation program and structure relating to the Proxy Peer Group and recommended market-based adjustments to the annual and long-term incentive plan designs for the NEOs. In addition, the Committee considered comparative compensation data from consultant reports, management materials, peer proxy statements, and other publicly available disclosures to assess industry practices. Finally, Aon assisted with certain calculations with respect to the executive compensation and benefits program.

Proxy Peer Group

At the meeting held in February 2025, the Committee reviewed and approved the Company’s Proxy Peer Group. This Proxy Peer Group represented banking organizations with a market capitalization range of $2.9 billion to $9.6 billion and had an average market capitalization of $6.0 billion compared to United’s market capitalization of $5.2 billion as of early February 2025.

In determining executive compensation for 2025, the Committee utilized the Proxy Peer Group, which included the following 17 companies:

At the meeting held on February 19, 2026, the Committee adjusted the Company’s recommended Proxy Peer Group in determining executive compensation for 2026 to (i) remove Cadence Bank (CADE) following its merger with the Huntington Bancshares, (ii) remove Pinnacle Financial Partners, Inc. (PNFP) following its merger of equals with Synovus Financial, (iii) add Ameris Bancorp, Eastern Bankshares, Inc., Renasant Corporation, Valley National Bancorp, and WesBanco Inc. because of their similarity in asset size to United and other banking organizations in the Proxy Peer Group. This adjusted Proxy Peer Group represented a market capitalization range of $3.2 billion to $9.4 billion and had an average market capitalization of $5.7 billion compared to United’s market capitalization of $6.0 billion as of February 2026.

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In determining executive compensation for 2026, the Committee utilized the Proxy Peer Group, which included the following 20 companies:

Salaries

Salaries of the NEOs are reviewed on an annual basis. In setting the salaries of the NEOs, the Committee seeks to provide competitive market salaries, considering salaries paid by the Proxy Peer Group to executive officers holding equivalent positions, the information contained in the consultant’s executive compensation reports, corporate performance, individual performance, and an individual’s level of responsibility. Based on these factors, at its meeting held on February 20, 2025, the Committee decided to increase the base salaries for the NEOs as reflected in the following table. These base salary increases were effective on June 1, 2025.

Annual Incentive Plan

The purpose of the Company’s Annual Incentive Plan (“AIP”) is to motivate and reward executives for their contributions to the Company’s performance by making a portion of their annual cash compensation variable and dependent upon the Company’s performance.

Award Opportunity

NEOs are eligible for award opportunities based upon a percentage of base salary. Actual awards can range from 0% to the percentage set forth under “Maximum” in the “Cash Incentive Range” column of the table below, depending upon the corporate performance relative to the AIP compensation goals. The Committee determines annual incentive award opportunities based on several factors, including the level of

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responsibility within the organization, individual performance considerations, and peer group data. The Committee established 2025 annual incentive award opportunities based on these factors and a review of market data for comparable executives included in the Aon analysis. Performance between each performance level is interpolated on a straight-line basis. The following table represents the potential award opportunity levels expressed as a percentage of base salary for each NEO of United for 2025.

Footnote:

Performance Measures and Goals

The Committee determines performance measures and goals for the AIP each year and approves the awards of AIP compensation based on the Company’s performance against the metrics. The Committee received and considered the information provided by Aon in the design of the 2025 AIP compensation framework. The Committee considered 2025 AIP performance metrics designed to align how management, shareholders, and banking regulators assess the Company’s financial performance. The Committee determined that the following measures would focus executives on objectives that would benefit the Company and shareholders:

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The table below summarizes the 2025 performance measures and goals approved by the Committee for the NEOs. The Committee determined the absolute and peer relative goals and weightings based on a variety of factors, including the Company’s internal budget and consensus external street estimates. The Company’s actual 2025 performance results are also depicted in the table below. Performance between each performance level is interpolated on a straight-line basis.

The AIP includes a feature that allows the Committee to adjust, in its discretion, the award that would otherwise be determined by rigid computation of the formula in the AIP. This feature was not used in determining the 2025 annual cash incentive.

2025 AIP Awards

Each NEO achieved an AIP payout of 152.32% of their respective target levels, based on overall 2025 performance. The following table displays the actual annual incentive awards paid to each NEO.

Chief Executive Officer Performance Evaluation

The CEO received an excellent performance rating overall from the Committee for 2025. During his third full year of leadership as CEO, United achieved record net income of $464.6 million and diluted earnings per share of $3.27, exceeding both budget and street consensus estimates. The Company’s net interest margin remained solid at 3.78% vs. our Proxy Peer Group average of 3.50%. The Company maintained strong expense control and asset quality remained sound with a nonperforming assets ratio of 0.33%, ranking in the 59^th percentile of the Proxy Peer Group. The Company maintained the #1 deposit position in the State of West Virginia based on the FDIC’s annual deposit summary for 2025. The Company increased the dividend to shareholders for the 52^nd consecutive year. United is one of only two major banking companies in the nation to have achieved such a record. This achievement is evidence of United’s consistent profitability, solid asset quality, and sound capital position.

In 2025, the Company completed its 34^th acquisition, that of Atlanta-based Piedmont Bancorp Inc., a $2.4 billion asset bank which expands the Company’s presence in the Southeast and Greater Atlanta Area. The Company also outperformed United’s Proxy Peer Group with reported ROAA of 1.41%, compared to the Proxy Peer Group’s average ROAA of 0.99% and median ROAA of 1.15%, ranking United’s ROAA in the

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94^th percentile. The Company also continued to be ranked as one of the most trustworthy banks in America by Newsweek (#1 in 2023, #2 in 2022, #4 in 2024 and 2025).

Long-Term Incentive Compensation

United believes that a substantial portion of an executive’s pay should be granted in long-term incentive compensation and should align executive interests with those of shareholders through a combination of performance-based and time-based equity. Additionally, the Committee believes long-term incentive awards are a key component of competitive total compensation and serve to attract and retain key executives while linking a substantial portion of their pay to the attainment of preset goals.

Long-Term Incentive Compensation Targets

The Committee determines annual long-term incentive awards for the NEOs based on several factors, including the level of responsibility within the organization, individual performance considerations, and peer group data. The Committee established 2025 target long-term incentive award opportunities based on these factors and a review of market data for comparable executives included in the Aon analysis.

The Committee set the following 2025 targets for each of the NEOs:

Footnote:

Long-Term Incentive Compensation Design

Long-term incentive awards are a mix of time-based and performance-based restricted stock units (“RSUs”). Time-based units vest ratably over three years from the date of grant. Performance-based restricted stock units cliff-vest after assessment of Company performance over a period of three years. Both the time-based and performance-based restricted stock units are subject to a one-year post-vest holding period. The number of performance-based restricted stock units that vest is determined by two metrics measured relative to the Proxy Peer Group: Adjusted Return on Average Tangible Common Equity (“Adjusted ROATCE”) and Total Shareholder Return (“TSR”). The Committee believes that two measures provide balance and are consistent with market trends and current shareholder preferences. The goals were chosen to avoid overlap with the goals used in the Company’s Annual Incentive Plan. The Committee further believes that the three-year averaging period for Adjusted ROATCE and a three-year TSR performance period create multi-year linked performance goals.

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The performance measures associated with the performance-based awards are set forth in the table below. There will be no payout of the performance-based awards if the threshold performance is not achieved for that metric. Performance between each performance level is interpolated on a straight-line basis.

Footnote:

2025 Long-Term Incentive Awards

The Committee determined awards for long-term incentives granted in 2025 at target for each NEO. The table below displays the breakdown between performance-based and time-based awards for each NEO.

Footnote:

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The following table also displays the potential long-term incentive awards on a share basis for both the time-based and performance-based allocations. The performance-based awards listed below reflect the potential awards, based on the Company’s performance, on a share basis under multiple scenarios: “Below Threshold,” “Threshold,” “Target” and “Maximum.”

2023 Long-Term Incentive Payouts

The following table outlines the performance metrics for the performance-based restricted stock units granted to the NEOs in February 2023. These are measured over a three-year period from fiscal year 2023 through 2025. Performance between each performance level is interpolated on a straight-line basis. The table also summarizes United’s performance relative to these goals over the measurement period and the performance level achieved.

Footnote:

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The following table summarizes the shares of common stock earned from the grant of performance-based restricted stock units relative to target. The blended performance level achieved was between “threshold” and “target.”

Other Compensation and Benefits

The Company provides other benefits to executive officers as well as all full-time employees. These benefits include the opportunity to participate in a Qualified Savings and Stock Investment Plan, medical and dental insurance plans, company-paid group life and long-term disability plans, and paid time off.

The Company provides modest perquisites or personal benefits, and only with respect to benefits or services that are designed to assist a NEO in being productive and focused on their duties, and which the Committee believes are reasonable and consistent with the Company’s overall compensation program. The Committee periodically reviews the personal benefits provided to the NEOs.

Retirement Benefits

United has a defined benefit retirement plan covering substantially all employees hired prior to October 1, 2007. Employees who meet the minimum age requirement, work at least 1,000 hours per year, and were hired prior to October 1, 2007 are covered under the United Bankshares, Inc. Pension Plan (the “Pension Plan”). The cost of the Pension Plan is fully funded by the Company. Employees hired or rehired on or after October 1, 2007, are not eligible to participate in this Pension Plan. The Pension Plan benefit is based on years of service and average salary. Maximum salary levels are set each year based on Internal Revenue Service regulations and are generally less than the average salary of the NEOs. These maximum levels limit the qualified pension benefit payout available to NEOs’ percentage of current base pay.

To provide funding for the Internal Revenue Service limitation on tax-qualified pension plan benefits, United provides Supplemental Executive Retirement Plan (“SERP”) agreements to the NEOs. SERP agreements have been historically provided to executives in the banking industry, and the Company considers them a necessary element of a competitive compensation package.

Non-Qualified Deferred Compensation

The NEOs, in addition to certain other executives, are eligible to participate in the Company’s Non-Qualified Retirement and Savings Plan. Under the Non-Qualified Retirement and Savings Plan, eligible employees can defer up to 100% of their cash compensation in excess of the limits prescribed by the Internal Revenue Service. The Company does not match or supplement executive contributions to this Plan. The Non-Qualified Retirement and Savings Plan is discussed in further detail under the heading “2025 Non-Qualified Deferred Compensation” on page 50.

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Employment Agreements

The Company’s Executive Chairman, Richard M. Adams, has an employment agreement with the Company. See the description of Mr. Adams’ Employment Agreement under the heading “Employment Contracts of Named Executive Officers” on page 46.

In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the term of Mr. Adams’ Employment Agreement, the Company considered the following factors: the Company’s consistent long-term success in attaining its performance goals under Mr. Adams’ leadership; Mr. Adams’ 56 years of service to the Company; and the growth of the Company from a single office $100 million bank to a $34 billion regional bank holding company, successfully negotiating, executing and closing 34 acquisitions during his administration. During Mr. Adams’ 46-year tenure as CEO, he presided over various economic and credit cycles, including the Great Recession, all while continuing to create substantial long-term returns for the Company’s shareholders. The Company has increased its dividend to shareholders for 52 consecutive years, a record only one other major banking company in the United States has achieved. During Mr. Adams’ tenure as CEO, the Company increased its dividend to shareholders for 46 consecutive years. If you had invested $100,000 at the start of this administration, including dividend reinvestment, it would have been worth approximately $17.6 million on December 31, 2025.

Change in Control Agreements

The Company has entered into Change in Control agreements with our NEOs other than Richard M. Adams (the “Change in Control Agreements”). The Change in Control Agreements are designed to promote stability and continuity of senior management, as well as to provide greater consistency across the executive team as to the terms and conditions for severance following a qualifying termination of employment in connection with a change in control of the Company. Information regarding applicable payments under such agreements for the NEOs is provided under the heading “Potential Payments upon Termination or Change in Control” on page 51.

Minimum Stock Ownership Requirements

The following is a summary of the minimum stock ownership requirements for outside directors and executive officers:

Anti-Hedging and Pledging Policy

At a meeting held on February 23, 2015, the Board approved a policy whereby the outside directors and the executive officers of United are prohibited from hedging their ownership of United stock, including trading in publicly traded options, puts, calls, or other derivative instruments related to United stock.

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The policy also prohibits members of the Board and named executive officers from, directly or indirectly, pledging the Company’s equity securities. For these purposes, “pledging” includes the intentional creation of any form of pledge, security interests, deposit, lien or other hypothecation, including the holding of shares in a margin account, that entitles a third party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans. All existing pledging arrangements in effect as of February 23, 2015 were grandfathered. Any exceptions to this policy must be approved by the Chairman of the Governance and Nominating Committee and the Chief Executive Officer. As of March 3, 2026, the number of shares pledged by Board members and the named executive officers represented 0.15% of the common shares outstanding. Over the last five years, the aggregate number of shares pledged has not exceeded 1% of common shares outstanding.

Clawback Policy

In November 2023, the Committee approved the United Bankshares, Inc. Compensation Recoupment Policy (the “Clawback Policy”), which applies to all our NEOs and other certain covered executive officers. Under the policy, if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then each executive officer must pay back the excess incentive compensation amount paid to such officer over the corrected incentive compensation payment after applying the restatement. This Clawback Policy complies with the NASDAQ listing standards mandated by Section 954 of the Dodd-Frank Act and applies to all incentive-based compensation received by a covered executive officer on or after October 2, 2023. The clawback provisions in the United Bankshares, Inc. 2020 Long-Term Incentive Plan (“2020 LTI Plan”) apply to any incentive-based compensation received by a covered executive officer prior to October 2, 2023.

Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. However, the Committee may approve compensation that will not meet these requirements to ensure competitive levels of total compensation for its executive officers.

Non-Qualified Deferred Compensation

On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to non-qualified deferred compensation arrangements. A more detailed discussion of the Company’s non-qualified deferred compensation arrangements is provided on page 50 under the heading “2025 Non-Qualified Deferred Compensation.”

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Accounting for Stock-Based Compensation

Beginning on January 1, 2006, the Company began accounting for stock-based payments, including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program, and Stock Award Program in accordance with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC Topic 718”).

Use and Reconciliation of Non-GAAP Financial Measures

We refer to financial measures that are determined by methods other than in accordance with generally accepted accounting principles (“GAAP”) in this Proxy Statement and in the accompanying Annual Report.

Generally, United has presented these “non-GAAP” financial measures because it believes that these measures provide meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of these non-GAAP financial measures is consistent with how United’s management evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in the banking industry. Specifically, this Proxy Statement and accompanying annual report contain certain references to financial measures identified as average tangible common equity, return on average tangible common equity, and tangible book value per share. Management believes these non-GAAP financial measures to be helpful in understanding United’s results of operations or financial position. A reconciliation of these non-GAAP measures to the comparable GAAP measures is set forth below. Investors should recognize that United’s presentation of these non-GAAP financial measures might not be comparable to similarly titled measures at other companies and should not be considered a substitute for GAAP-based measures.

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2025 Summary Compensation Table

The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s NEOs as determined as of the end of 2025, 2024, and 2023.