UNITED BANKSHARES INC/WVUBSI
UNITED BANKSHARES INC/WV Stock Compensation Disclosure
NOTE P—STOCK BASED COMPENSATION
On May 14, 2025, United’s shareholders approved the 2025 Equity Incentive Plan (“2025 EIP”), becoming effective on that date. The 2025 EIP replaced United’s 2020 Long-Term Incentive Plan (“2020 LTI Plan”). An award granted under the 2025 EIP may consist of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance based stock awards, dividend equivalent rights and other equity-based or equity-related awards. These awards all relate to the common stock of United. The maximum number of shares of United common stock which may be issued under the 2025 EIP is
3,000,000. The 2025 EIP will be administered by the Compensation and Human Capital Committee of the Board (the “Committee”). Awards are subject to a minimum vesting schedule of at least twelve months following the date of grant of such award, subject to accelerated vesting on certain events, including a change in control, and
5% of the shares available for grant under the 2025 EIP may be granted with a shorter minimum vesting period. Awards under the 2025 EIP will be subject to the terms of the Company’s Compensation Recoupment Policy and any other clawback or recapture policy that the Company may adopt from time to time and, in accordance with such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed to the grantee. A Form S-8 was filed on May 30, 2025 with the Securities and Exchange Commission to register all the shares available for issuance under the 2025 EIP Plan.
During the year of 2025, a total of
184,515 shares of restricted stock and
256,385 of restricted stock units were granted under the 2020 LTI Plan.
No non-qualified stock options were granted under the 2020 LTI Plan during the year of 2025. Compensation expense of $
13,089,000, $
12,130,000, and $
12,463,000 related to all share-based grants and awards under United’s Long-Term Incentive Plans was incurred for the years 2025, 2024 and 2023, respectively. Compensation expense was included in employee compensation in the Consolidated Statements of Income.
Stock Options
As of December 31, 2025,
nostock option awards have been granted under the 2025 EIP. United does have options outstanding from various plans under which stock options may be granted, including the 2020 LTI Plan (the “Prior Plans”); however,
noshares of United stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the Prior Plans is ten (
10) years.
A summary of activity under United’s stock option plans as of December 31, 2025, and the changes during the year of 2025 are presented below:
Year ended December 31, 2025 |
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Weighted Average |
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(Dollars in thousands, except per share amounts) |
Aggregate Intrinsic |
Remaining Contractual |
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Exercise Price |
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Shares |
Value |
Term (Yrs.) |
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Outstanding at January 1, 2025 |
1,049,668 | $ | 36.29 | |||||||||||||
Exercised |
(36,612 | ) | 26.07 | |||||||||||||
Forfeited or expired |
(103,540 | ) | 35.62 | |||||||||||||
Outstanding at December 31, 2025 |
909,516 | $ | 3,057 | 2.6 | $ | 36.78 | ||||||||||
Exercisable at December 31, 2025 |
909,516 | $ | 3,057 | 2.6 | $ | 36.78 | ||||||||||
Cash received from options exercised under the Plans for the years ended December 31, 2025, 2024 and 2023 was $751,000, $5,274,000, and $1,750,000, respectively. During 2025 and 2024, 36,612 and 183,888
shares, respectively, were issued in connection with stock option exercises. All shares issued in connection with stock option exercises for 2025 and 2024 were issued from authorized and unissued common stock. The total intrinsic value of options exercised under the Prior Plans during the years ended December 31, 2025, 2024, and 2023 was $
453,000, $1,881,000, and $947,000, respectively. As of December 31, 2025, there was no unrecognized compensation costs related to nonvested stock option awards.
ASC Topic 230, “Statement of Cash Flows,” requires the benefits of tax deductions in excess of recognized compensation cost to be reported as an operating cash flow. This requirement reduces net operating cash flows. While the company cannot estimate what those amounts will be in the future (because they depend on, among other things, the date employees exercise stock options), United recognized cash flows used in operating activities of $83,000, $258,000, and $128,000 from excess tax benefits related to share-based compensation arrangements for the year of 2025, 2024 and 2023, respectively.
Restricted Stock
As of December 31, 2025, no restricted stock awards have been granted under the 2025 EIP. Under the 2020 LTI Plan, United awarded restricted common shares to key employees and non-employee directors. Shares of restricted stock granted to participants were scheduled to vest no sooner than 1/3 per year over the first three anniversaries of the award. Recipients of shares of restricted stock under the Prior Plans did not pay any consideration to United for the shares, had the right to vote all shares subject to such grant and received all dividends with respect to such shares, whether or not the shares have vested. Presently, these nonvested participating securities have an immaterial impact on diluted earnings per share. Under the 2025 EIP, recipients of restricted stock will have the right to vote all shares subject to such grant, whether
or not the shares have vested, but any dividends paid upon any restricted stock will be retained by the Company during the period of restriction, and will be paid to the relevant grantee (without interest) when the restricted stock vests and will revert back to the Company if for any reason the restricted stock upon which such dividends were paid is forfeited by the grantee prior to vesting. As of December 31, 2025, the total unrecognized compensation cost related to nonvested restricted stock awards was $
,000
0.9with a weighted-average expense recognition period of
years.
The following summarizes the changes to United’s restricted common shares for the year ended December 31, 2025:
Number of Shares |
Weighted-Average Grant Date Fair Value Per Share | |||||
| Nonvested at January 1, 2025 |
310,027 | $ 36.58 | ||||
| Granted |
184,515 | 36.77 | ||||
| Vested |
(152,433 | ) | 36.94 | |||
| Forfeited |
(16,682 | ) | 36.54 | |||
| |
|
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| Outstanding at December 31, 2025 |
325,427 | $ 36.52 | ||||
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|
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Restricted Stock Units
As of December 31, 2025, no
restricted stock units have been granted under the 2025 EIP. Under the 2020 LTI Plan, United granted restricted stock units (“RSUs”) to key employees. These awards helped align the interests of these employees with the interests of the shareholders of United by providing economic value directly related to the performance of the Company. These RSU grants were time-vested RSUs, performance-vested RSUs, or a combination of both. Currently, time-vested RSUs vest ratably over three years from the date of grant. Performance-vested RSUs cliff-vest after assessment of the Company’s performance over a period of three years. The number of performance-vested RSUs outstanding as of December 31, 2025 that vest is determined by two metrics measured relative to peers: Return on Average Tangible Common Equity (“ROATCE”) and Total Shareholder Return (“TSR”). Based on ASC Topic 718, the ROATCE comparison is considered a performance condition while the TSR comparison is considered a market condition. There will be no payout of the performance-vested awards if the threshold performance is not achieved. United communicates the specific threshold, target, and maximum performance-vested RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Dividend equivalents are accrued but not paid in respect to the awards until the RSUs vest. The holder does not have the right to vote the shares until shares of common stock are delivered in respect of vested RSUs. The value of the time-vested RSUs and the performance-vested, based on the performance condition, RSUs awarded is established as the fair market value of the stock at the time of the grant. The value of the performance-vested, based on the market condition, RSUs awarded is estimated through the use of a Monte Carlo valuation model as of the grant date. The Company recognizes expense on the RSUs in accordance with ASC Topic 718.
The following table summarizes the status of United’s nonvested RSUs during the year ended December 31, 2025:
Shares |
Weighted-Average Grant Date Fair Value Per Share | |||||
| Nonvested at January 1, 2025 |
490,119 | $ 35.41 | ||||
| Granted |
256,385 | 35.35 | ||||
| Vested |
(148,597 | ) | 35.81 | |||
| Forfeited or expired |
(2,422 | ) | 36.26 | |||
| |
|
| ||||
| Nonvested at December 31, 2025 |
595,485 | $ 35.28 | ||||
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|
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As of December 31, 2025, the total unrecognized compensation cost related to nonvested restricted stock units was $9,572,000 with a weighted-average expense recognition period of 1.2 years.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.