[8-K] UNITED BANKSHARES INC/WV Reports Material Event

Rhea-AI Filing Summary

United Bankshares, Inc. announced that its Board of Directors has approved a new share repurchase program authorizing the company to buy back up to 5 million shares of its common stock, which is approximately 3.6% of its total shares issued and outstanding. The new 2025 Plan replaces the prior repurchase plan approved in May 2022, which was terminated effective November 20, 2025.

Between October 1, 2025 and November 20, 2025, United repurchased 1,103,666 shares under the 2022 Plan at a weighted average price of $35.99 per share. Repurchases under the new plan may occur from time to time in the open market, through privately negotiated transactions, or by other means, in compliance with applicable securities laws. Management believes the plan will provide capital management opportunities and help build value for shareholders, and repurchased shares may be used for employee benefit programs and other corporate purposes, including potential acquisitions.

Insights

Banking & Capital Management Analyst

United Bankshares adds a 5M-share buyback for flexible capital use.

United Bankshares, Inc. has authorized a new share repurchase plan for up to 5 million common shares, about 3.6% of shares issued and outstanding. This gives management discretion to execute buybacks through open market purchases, privately negotiated deals, or other methods, all within Rule 10b-5 and Rule 10b-18 constraints.

The company also reports that from October 1, 2025 to November 20, 2025 it repurchased 1,103,666 shares at a weighted average price of $35.99 under the prior 2022 plan, which is now terminated. This shows recent, tangible use of buybacks as a capital deployment tool rather than a purely theoretical authorization.

Management states that the new 2025 Plan is intended to provide capital management opportunities and build shareholder value, with repurchased shares available for employee benefit programs and potential acquisitions. The plan does not obligate United to repurchase a specific number of shares, so actual impact will depend on future execution decisions and prevailing market and business conditions.

UNITED BANKSHARES INC/WV false 0000729986 0000729986 2025-11-20 2025-11-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 20, 2025

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

West Virginia		No. 002-86947		55-0641179
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 United Center

500 Virginia Street, East

Charleston, West Virginia 25301

(Address of Principal Executive Offices)

(304) 424-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $2.50 per share		UBSI		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8 – Other Events

Item 8.01. Other Events

At its November 20, 2025 meeting, the Board of Directors of United Bankshares, Inc. (the “Company” or “United”) approved a new plan to repurchase up to 5 million shares of United’s common stock, or approximately 3.6% of the Company’s total shares of common stock issued and outstanding (the “2025 Plan”). Repurchases by the Company may be made from time to time through open market purchases, privately negotiated transactions, or by other means. The repurchases will be subject to applicable laws of the states and applicable securities rules and regulations promulgated pursuant to the laws of the United States, including, but not limited to, Rule 10b-5 and Rule 10b-18 of the U.S. Securities and Exchange Commission. The 2025 Plan replaces the prior repurchase plan approved by the Company’s Board of Directors in May of 2022 (the “2022 Plan”), which is terminated effective November 20, 2025.

From October 1, 2025 through November 20, 2025, United purchased 1,103,666 shares of its common stock under the 2022 Plan at a weighted average price of $35.99.

The 2025 Plan does not obligate the Company to purchase any particular number of shares of common stock during any period. The timing, price and quantity of purchases under the 2025 Plan will be at the discretion of management and the 2025 Plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances. United’s management believes the 2025 Plan, depending upon market and business conditions, will provide capital management opportunities and build value for the Company’s shareholders. Shares repurchased under the 2025 Plan will be available to fund employee benefit programs as well as for a variety of other corporate purposes, including potential acquisitions.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				UNITED BANKSHARES, INC.
Date: November 21, 2025				By:		/s/ W. Mark Tatterson
						W. Mark Tatterson, Executive Vice President
						and Chief Financial Officer

FAQ

What did United Bankshares (UBSI) announce regarding share repurchases?

United Bankshares’ Board approved a new 2025 share repurchase plan authorizing the company to buy back up to 5 million shares of its common stock, replacing the prior 2022 plan.

How large is the new UBSI buyback authorization compared to total shares?

The new repurchase plan allows United Bankshares to buy back up to 5 million common shares, which the company states is approximately 3.6% of its total shares of common stock issued and outstanding.

What happened to United Bankshares’ 2022 share repurchase plan?

The 2022 repurchase plan was terminated effective November 20, 2025 and replaced by the new 2025 Plan approved by the Board of Directors.

How many UBSI shares were repurchased recently under the old plan and at what price?

From October 1, 2025 through November 20, 2025, United Bankshares repurchased 1,103,666 shares of its common stock under the 2022 Plan at a weighted average price of $35.99 per share.

How will United Bankshares execute repurchases under the 2025 Plan?

Repurchases may be made from time to time through open market purchases, privately negotiated transactions, or by other means, subject to applicable state laws and U.S. securities rules, including Rule 10b-5 and Rule 10b-18.

What does United Bankshares plan to do with repurchased shares under the 2025 Plan?

The company states that shares repurchased under the 2025 Plan will be available to fund employee benefit programs and for other corporate purposes, including potential acquisitions.

Is United Bankshares obligated to repurchase all 5 million shares under the 2025 Plan?

No. The 2025 Plan does not obligate United Bankshares to purchase any particular number of shares; the timing, price, and quantity of purchases will be at management’s discretion and may be discontinued, suspended, or restarted at any time.