Form 4: UBSI Director Acquires Phantom Stock Under 10b5-1 Plan

United Bankshares Director P. Clinton Winter acquired 662 shares of phantom stock at $38.231 per share, increasing direct derivative holdings to 53,860 units.

Summary

• P. Clinton Winter, a Director of United Bankshares Inc. (UBSI), reported changes in beneficial ownership.
• Acquired 662 shares of phantom stock on August 26, 2025, at a price of $38.231 per share.
• The phantom stock is payable in cash following the reporting person's termination of employment with UBSI.
• Following this transaction, direct beneficial ownership of phantom stock is 53,860 units.
• Direct beneficial ownership of common stock remains 457,070 shares.
• Indirect beneficial ownership of common stock includes 36,800 shares through Bray & Oakley Insurance and 1,000 shares by spouse.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, especially under a 10b5-1 plan, generally indicates confidence in the company's long-term value. While not a direct stock purchase, it aligns the director's incentives with future company performance.

Positives

• Director P. Clinton Winter increased their direct beneficial ownership of derivative securities by acquiring 662 shares of phantom stock.
• The acquisition of phantom stock, which converts to cash upon termination, aligns the director's long-term interests with the company's performance.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged and compliant trading strategy.

Risks

• Future cash outflow for United Bankshares Inc. upon the reporting person's termination of employment, as phantom stock is payable in cash.

Future Outlook

The acquisition of phantom stock, structured to be paid in cash upon termination of employment, indicates a long-term incentive for the director, aligning their future financial interests with the company's performance.

Industry Context

Insider transactions, particularly acquisitions of equity-linked compensation, are common in the banking sector. Such long-term incentive plans are designed to align executive and director interests with shareholder value, signaling management's confidence in the company's future prospects.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 1,000 shares of common stock by the reporting person's spouse.
• Indirect beneficial ownership of 36,800 shares of common stock through Bray & Oakley Insurance.

Stakeholder Impact

• Shareholders: The director's increased long-term incentive through phantom stock may be viewed positively, signaling alignment of interests with shareholder value.

Next Steps

• Continued beneficial ownership of common and phantom stock by the director.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving the acquisition of phantom stock by a director under a Rule 10b5-1 plan. While it indicates management's continued alignment with the company's long-term performance, it does not present new fundamental information or significant changes that would warrant a 'buy' or 'sell' recommendation. The transaction is a standard part of executive compensation and incentive structures, suggesting a 'hold' position as it doesn't alter the investment thesis significantly.

Keywords

United Bankshares, UBSI, Form 4, Insider Transaction, Director Stock, Phantom Stock, Equity Compensation, Beneficial Ownership, Rule 10b5-1