United Bankshares Insider Adds Phantom Stock; Minimal Market Impact

Rhea-AI Filing Summary

United Bankshares, Inc. (UBSI) – Form 4 filed 08/06/2025

Director Clinton P. Winter reported a Code P acquisition of 278 phantom stock units at an average reference price of $35.7692. Phantom stock is settled in cash after the director leaves the company and therefore does not immediately dilute equity, but aligns compensation with share-price performance.

Following the transaction, Winter’s holdings stand at:

• Common stock – direct: 457,070 shares
• Common stock – indirect: 36,800 shares via Bray & Oakley Insurance and 1,000 shares held by spouse
• Phantom stock: 53,198 units (including the 278 newly acquired)

The purchase value is roughly $10k, a modest amount relative to the director’s existing stake and UBSI’s $5 bn+ market cap. No sales were reported. The filing signals continued insider alignment but is unlikely to be financially material for investors.

Positive

• Insider buy signal: Director chose to increase economic exposure, which can be interpreted as incremental confidence in UBSI’s prospects.

Negative

• Immaterial size: The 278-unit purchase (~$10k) is too small relative to existing holdings and market cap to be a strong bullish indicator.

Insights

Securities Analyst

TL;DR: Minor insider purchase; positive sentiment, immaterial size.

The Code P buy of 278 phantom units (<≈$10k) marginally increases Winter’s economic exposure to UBSI without adding share count. Combined direct and indirect common holdings already exceed 495k shares, so the incremental change is less than 0.1%. Such routine director compensation supports long-term alignment but does not alter the investment thesis or valuation. Insider activity screens will record it as a buy, offering a mildly positive signal yet not enough volume to sway institutional flows.

Corporate Governance Expert

TL;DR: Standard deferred-comp plan action; neutral governance impact.

Phantom stock grants are typical board compensation tools that defer taxation and mirror shareholder returns. The Form 4 shows proper disclosure and no red flags: no Rule 10b5-1 plan, no option repricing, no related-party transactions. Because units settle in cash, shareholder dilution risk is nil. Governance takeaway is neutral; transparency maintained, insider alignment incrementally reinforced.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

WINTER P CLINTON

(Last) (First) (Middle)

514 MARKET ST

(Street)

PARKERSBURG WV 26101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED BANKSHARES INC/WV [ UBSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								457,070	D
Common Stock								36,800	I	Bray & Oakley Insurance
Common Stock								1,000	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	08/06/2025	08/06/2025	P		278		(2)	(2)	Common Stock	278	$35.7692	53,198	D

Explanation of Responses:

1. 1 for 1

2. Shares of phantom stock are payable in cash following the reporting persons termination of employment with UBSI.

	Shelli L. Adams	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many UBSI phantom stock units did Director Clinton P. Winter acquire?

He acquired 278 phantom stock units on 08/06/2025.

What is the price reference for the newly acquired UBSI phantom stock?

The units were recorded at $35.7692 per unit.

What are Clinton P. Winter’s total UBSI common stock holdings after the transaction?

He now controls 457,070 shares directly and 37,800 shares indirectly.

Does the phantom stock purchase dilute existing UBSI shareholders?

No. Phantom stock settles in cash and does not issue new shares, so dilution risk is nil.

Is this Form 4 filing considered materially significant to UBSI investors?

Given the small dollar value (~$10k), it is viewed as not materially significant to the company’s financial outlook.