DEF: United Bankshares Reports Record 2025, Sets 2026 Meeting

United Bankshares, Inc. announced its 2026 Annual Meeting of Shareholders to elect directors, ratify auditors, and vote on executive compensation, following a year of record net income and strategic acquisition.

Summary

• The 2026 Annual Meeting of Shareholders will be held on May 13, 2026, at 4:00 p.m. local time in Bethesda, Maryland.
• Shareholders will vote on the election of fourteen directors, the ratification of Ernst & Young LLP as the independent auditor for 2026, and an advisory resolution on named executive officer compensation.
• United Bankshares reported record net income of $464.6 million and diluted earnings per share of $3.27 for 2025.
• The company successfully completed its 34th acquisition, Piedmont Bancorp, Inc., expanding its branch network to over 240 locations and total assets to $33.7 billion.
• United increased its dividend for the 52nd consecutive year, from $1.48 to $1.49 per share, a record achieved by only one other major U.S. banking company.
• The company maintained strong capital ratios, including a Risk-Based Capital Ratio of 15.7% and a Common Equity Tier 1 Capital Ratio of 13.4%.
• Executive compensation for 2025 included base salary increases of 3.00% for the Executive Chairman and 5.00% for other named executive officers, with annual incentive plan payouts at 152.32% of target due to strong performance.
• The company's long-term incentive plan for 2023-2025 paid out at 70% of target, based on relative Total Shareholder Return (TSR) and Adjusted Return on Average Tangible Common Equity (ROATCE) performance.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a very positive filing, highlighting strong financial performance, strategic growth through acquisition, and a consistent commitment to shareholder returns via dividends. The robust governance and risk management frameworks further bolster confidence, despite some long-term incentive payouts being below maximum.

Positives

• Achieved record Net Income of $464.6 million and Diluted Earnings Per Share of $3.27 in 2025.
• Increased dividend for the 52nd consecutive year, from $1.48 to $1.49 per share, a rare achievement in the banking industry.
• Successfully finalized the acquisition of Atlanta-based Piedmont Bancorp, Inc., marking the 34th acquisition and expanding market presence to over 240 locations and $33.7 billion in assets.
• Outperformed its Proxy Peer Group with a Return on Average Assets (ROAA) of 1.41%, ranking in the 94th percentile.
• Maintained a solid Net Interest Margin (FTE) of 3.78%, exceeding the Proxy Peer Group Average of 3.50%.
• Demonstrated strong expense control with an efficiency ratio of 48.50%.
• Remained well-capitalized with robust capital ratios, including a Risk-Based Capital Ratio of 15.7% and a Common Equity Tier 1 Capital Ratio of 13.4%.
• Maintained sound asset quality with Non-Performing Assets at a low 0.33% of Total Assets, ranking in the 59th percentile of the Proxy Peer Group.
• Achieved full-year period-end loan growth of $1.0 billion (4.7%) and deposit growth of $1.0 billion (4.1%), excluding merger balances.
• Maintained the No. 1 deposit share in West Virginia, widening the gap with the second-ranked bank by over $800 million.
• Received numerous accolades, including being named one of the top 5 Most Trustworthy Banks in America by Newsweek for four consecutive years and the No. 1 bank in South Carolina by Forbes for three consecutive years.
• Received strong shareholder approval (97.58%) for the 2024 executive compensation in the 2025 Say-on-Pay vote.
• Ensured executive leadership continuity through the expansion and enhancement of management development and succession programs.

Negatives

• The 2023 Long-Term Incentive Payouts (measured over 2023-2025) achieved 70% of target, falling between threshold and target performance levels for relative TSR (33rd percentile) and Adjusted ROATCE (37th percentile).

Risks

• The Board of Directors oversees an Enterprise Risk Management Program focusing on credit risk, liquidity risk, information security risk, market risk, operational risk, regulatory risk, and strategic risk.
• Compensation policies are monitored to ensure they do not promote unnecessary and excessive risks that may threaten company value.
• Investments within the Non-Qualified Deferred Compensation Plan are subject to market risk, with the degree of risk varying by investment.

Future Outlook

United Bankshares anticipates continued strong performance, building on its 2025 achievements including record net income and strategic expansion. The company plans to maintain its focus on consistent earnings, solid asset quality, and a strong capital position. Executive compensation strategies for 2026 will continue to align with corporate and individual performance, utilizing an adjusted peer group for competitive benchmarking. The company will also continue to invest in its Enterprise Risk Management Program, data platform, digitalization, and banking technology efforts.

Management Comments

• 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.
• 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 Committee believes that discretion, flexibility, and judgment are important to its ability to deliver appropriate 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.
• This achievement [52 consecutive years of dividend increases] is evidence of United's consistent profitability, solid asset quality, and sound capital position.

Industry Context

StockSavvy.ai notes that United Bankshares' 2025 performance, characterized by record net income and a 52nd consecutive dividend increase, positions it as a strong performer in the regional banking sector. The successful acquisition of Piedmont Bancorp, Inc. reflects a strategic move to expand into high-growth markets like Greater Atlanta, a common strategy among regional banks seeking to diversify and increase scale. The company's superior ROAA and Net Interest Margin compared to its peer group indicate effective management in a competitive and evolving banking landscape, where efficiency and asset quality remain critical.

Comparison to Industry Standards

• United's Return on Average Assets (ROAA) of 1.41% significantly outperformed its Proxy Peer Group's average ROAA of 0.99% and median ROAA of 1.15%, placing United in the 94th percentile. This indicates superior asset utilization compared to peers like Associated Banc-Corp, Hancock Whitney Corporation, and SouthState Corporation.
• The Net Interest Margin (FTE) of 3.78% for United was also stronger than its Proxy Peer Group Average of 3.50%, suggesting better interest income generation relative to interest-bearing liabilities compared to companies such as Cullen/Frost Bankers Inc. or UMB Financial Corporation.
• United's Non-Performing Assets Ratio of 0.33% of Total Assets, while sound, ranked in the 59th percentile of the Proxy Peer Group, indicating that some peers may have slightly better asset quality metrics, though United's remains strong.
• The company's 52 consecutive years of dividend increases is a remarkable achievement, matched by only one other major banking company in the U.S., setting it apart from most regional banks and demonstrating exceptional long-term financial stability and commitment to shareholder returns.
• The efficiency ratio of 48.50% reflects strong cost control, which is competitive within the banking industry and generally indicates effective operational management.

Management Changes

Corporate Governance

Related Party Transactions

• United's banking subsidiary has banking transactions with United, its officers, directors, principal shareholders, or their interests in the ordinary course of business and on substantially the same terms as unrelated parties.
• Peter A. Converse received compensation as an independent contractor for United Bank, not exceeding $120,000 annually.
• JRW, LLC, solely owned by Gary G. White, rents office space from United Bank, with rent well below the $120,000 threshold.
• Albert H. Small, Jr. owns less than a 5% interest in 1700 K Street Associates, LLC, which leases office space to United Bank.
• Action Facilities Management, Inc., affiliated with Diana Lewis Jackson, was awarded a competitive bid contract for security services, with payments not exceeding 5% of its revenues.
• United committed to invest $5 million in FCP Housing Preservation Holdings, L.P., a fund from which an entity partially owned by Lacy I. Rice, III will receive an estimated $65,000 in management fees from United's share in 2026.
• Babst Calland, a law firm where Charles L. Capito, Jr.'s son was a shareholder, provided legal services to United's banking subsidiary totaling approximately $195,000 in 2025, not exceeding 5% of the firm's revenues.

Stakeholder Impact

• Shareholders benefited from a 52nd consecutive annual dividend increase ($1.49/share), $212 million in common dividends, and $126 million in share repurchases, reflecting strong financial performance and shareholder value creation.
• Employees participate in competitive compensation programs, including base salaries, annual cash incentives, and long-term equity incentives, along with comprehensive benefits such as a 401(k) plan, medical/dental, life, and long-term disability insurance.
• Customers benefit from the company's strategic expansion into new markets (e.g., Greater Atlanta) and enhanced corporate responsibility initiatives, including providing financial services to historically underserved communities and $2.4 million in homebuyer assistance.
• Management received salary increases and significant incentive compensation tied to company performance, and are covered by retirement plans and change in control agreements designed for stability and retention.
• Regulatory authorities are positively impacted by the company's maintenance of capital ratios well in excess of regulatory requirements and adherence to SEC rules for disclosures and corporate governance.

Next Steps

• Shareholders are to vote on the election of fourteen directors at the 2026 Annual Meeting on May 13, 2026.
• Shareholders are to vote on the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026.
• Shareholders are to provide an advisory vote on the compensation of United's named executive officers.
• The Board of Directors and Compensation and Human Capital Committee will review the voting results of the say-on-pay advisory vote and take them into consideration for future executive compensation decisions.
• The next say-on-pay advisory vote is scheduled for the 2027 Annual Meeting of Shareholders.
• Richard M. Adams' employment agreement is extended through March 31, 2029, with a new base salary commencing June 5, 2026.
• Shareholder proposals for inclusion in the 2027 Annual Meeting proxy statement must be received by December 2, 2026.
• Shareholder proposals for presentation at the 2027 Annual Meeting must be submitted by February 15, 2027.
• Shareholders intending to solicit proxies for director nominees under universal proxy rules must provide notice by March 15, 2027.

Key Dates

Recommendation

The filing demonstrates exceptional financial health and strategic execution. Record net income, diluted EPS, and a 52nd consecutive dividend increase highlight consistent profitability and shareholder value creation. The successful acquisition of Piedmont Bancorp expands market reach into a vibrant area, indicating strong growth potential. Superior ROAA and Net Interest Margin compared to peers, coupled with robust capital ratios and sound asset quality, underscore operational excellence and financial stability. These factors, combined with a commitment to corporate responsibility and leadership development, suggest a compelling investment opportunity for long-term growth and income.

Keywords

Banking, Financial Services, Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Meeting, Dividend Growth, Acquisition, Financial Performance, Risk Management, Regional Bank, Capital Ratios, Earnings Per Share, Return on Assets, Deposit Share