Form 4: United Bankshares Director Acquires Phantom Stock

United Bankshares Director P Clinton Winter reported the acquisition of 882 shares of phantom stock under a Rule 10b5-1 plan.

Summary

• P Clinton Winter, a Director of United Bankshares Inc./WV (UBSI), reported changes in beneficial ownership.
• The filing details the acquisition of 882 shares of phantom stock on November 24, 2025.
• This transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy.
• Phantom stock is a form of equity compensation that is payable in cash following the reporting person's termination of employment with UBSI.
• Following this transaction, the director beneficially owns 55,416 shares of phantom stock directly.
• Direct beneficial ownership of common stock remains at 457,070 shares.
• Indirect beneficial ownership of common stock includes 36,800 shares through Bray & Oakley Insurance and 1,000 shares by spouse.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The acquisition of phantom stock by a director indicates continued alignment of interests, but it's a routine compensation disclosure rather than a significant strategic move or financial performance indicator.

Positives

• Director P Clinton Winter acquired 882 shares of phantom stock, indicating continued alignment of interests with company performance.
• The transaction was executed under a Rule 10b5-1(c) plan, which enhances transparency and provides an affirmative defense against insider trading allegations for pre-planned transactions.

Risks

• Phantom stock is payable in cash upon termination of employment, meaning the value is realized only at that point and is subject to the company's stock price performance until then.
• The value of phantom stock is tied to the underlying common stock, exposing the holder to market fluctuations.

Future Outlook

The acquisition of phantom stock, a form of equity compensation, suggests a long-term incentive for the director, aligning their interests with future company performance, with payout contingent on termination of employment.

Management Comments

• The transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Shares of phantom stock are payable in cash following the reporting person's termination of employment with UBSI.

Industry Context

Insider transactions, particularly acquisitions of equity or equity-linked compensation, are common in the banking sector to align management and director interests with shareholder value. Phantom stock is a typical non-dilutive compensation tool.

Comparison to Industry Standards

• The use of phantom stock as a compensation mechanism is a standard practice in the financial services industry, similar to other regional banks like Truist Financial (TFC) or PNC Financial Services Group (PNC) which also utilize various forms of equity-based incentives for their executives and directors.
• The specific terms, such as cash settlement upon termination, are also common in such plans.

Corporate Governance

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The director's increased phantom stock holdings align their interests with long-term shareholder value, as the phantom stock value is tied to the company's stock performance.
• Employees: The phantom stock plan is a form of equity compensation, which can be a component of broader employee incentive programs, though this specific filing relates to a director.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of phantom stock by a director under a pre-planned Rule 10b5-1 program. While it indicates continued alignment of interests, it does not provide new fundamental information about the company's financial performance or strategic direction that would warrant a change in investment recommendation. It's a standard compensation disclosure.

Keywords

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