11-K

11-K 1 d852222d11k.htm 11-K 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

☒	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

COMMISSION FILE NO. 002-86947

A.	Full title of the plan and address of the plan, if different from that of issuer named below:

United Bankshares, Inc. Savings and Stock Investment Plan

B.	Name of issuer of the securities held pursuant to the plan and address of its principal executive office:

United Bankshares, Inc.

300 United Center

500 Virginia Street, East

Charleston, West Virginia 25301

Form 11-K

United Bankshares, Inc.

Savings and Stock Investment Plan

Year Ended December 31, 2023

Required Information

The United Bankshares, Inc. Savings and Stock Investment Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA). Accordingly, in lieu of the requirements of Items 1-3 of this section, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The following financial statements and supplemental schedules, attached hereto, are filed as part of the Annual Report:


Report of Independent Registered Public Accounting Firm			1

Statements of Net Assets Available for Benefits—Modified Cash Basis			3

Statement of Changes in Net Assets Available for Benefits— Modified Cash Basis			4

Notes to Financial Statements—Modified Cash Basis			5-11

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)—Modified Cash Basis			13

Item 9(b) – Exhibit:

Exhibit 23 – Consent of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of United Bankshares, Inc. Savings and Stock Investment Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits - modified cash basis of United Bankshares, Inc. Savings and Stock Investment Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits - modified cash basis for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits - modified cash basis of the Plan at December 31, 2023 and 2022, and the changes in its net assets available for benefits - modified cash basis for the year ended December 31, 2023, in accordance with the modified cash basis of accounting described in Note 1.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule Required by ERISA

The accompanying supplemental schedule - modified cash basis of assets (held at end of year) as of December 31, 2023 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying

accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 1989.

Charleston, West Virginia

June 27, 2024

United Bankshares, Inc.

Savings and Stock Investment Plan

Statements of Net Assets Available for Benefits—Modified Cash Basis


	December 31
	2023		2022
Assets
Investments, at fair value	$	227,487,788	$	200,969,946
Notes receivable from participants		509,013		793,607

Net assets available for benefits	$	227,996,801	$	201,763,553

See accompanying notes.

United Bankshares, Inc.

Savings and Stock Investment Plan

Statement of Changes in Net Assets Available for Benefits—Modified Cash Basis

Year Ended December 31, 2023


Additions
Investment income:
Interest and dividends	$	7,735,757
Net appreciation in fair value of investments		15,648,548

Total investment gain		23,384,305

Contributions:
Employee contributions		12,921,169
Employer contributions		7,643,286
Rollover contributions		717,547

Total contributions		21,282,002

Total additions		44,666,307
Deductions
Withdrawals and benefits paid directly to participants		18,180,830
Administrative expenses paid by participants		252,229

Total deductions		18,433,059

Net increase		26,233,248
Net assets available for benefits:
Beginning of year		201,763,553

End of year	$	227,996,801

See accompanying notes.

United Bankshares, Inc.

Savings and Stock Investment Plan

Notes to Financial Statements—Modified Cash Basis

December 31, 2023

1. Significant Accounting Policies

Accounting Method

The accounting records of the United Bankshares, Inc. (United) Savings and Stock Investment Plan (the Plan) are maintained on a modified cash basis of accounting, a basis of accounting permitted by the Department of Labor. Such accounting method includes recording investments at fair value. Interest income on investments is recorded as it is earned while all other additions and deductions are recognized as received or paid rather than as earned or incurred. Accordingly, the accompanying financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles.

The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedules. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price) (see Note 4 for disclosures related to fair value measurements).

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation and depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes Receivable from Participants

The notes receivable from participants are measured at their principal balance, plus any accrued but unpaid interest. Defaulted loans, if any, are reclassified as distributions.

2. Description of the Plan

The following description of the Plan provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a complete description of the Plan’s provisions.

General

The Plan is a contributory defined contribution plan, which is available to all employees of United or any of its subsidiaries who have completed 90 days of service for employee deferral and one year and 1,000 hours of service for employer match. The UBSI Retirement Committee (the Committee) is responsible for the general oversight of the Plan. Captrust Financial Advisors is the Investment Manager of the Plan.

Empower Retirement, a wholly owned subsidiary of Great-West Life & Annuity Insurance Company, is the record-keeper of the Plan. Great-West Trust Company, LLC, a wholly owned subsidiary of Great-West Life & Annuity Insurance Company, is the Trustee of the Plan. Effective August 1, 2022, Great-West Life & Annuity Insurance Company was renamed Empower Annuity Insurance Company of America while Great-West Trust Company, LLC was renamed Empower Trust Company, LLC. The Plan was established December 29, 1989 and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Periodically, the Plan has been amended and restated. In 2023, an amendment was made to remove United Bank as the trustee of the Plan and appoint Empower Trust Company, LLC as the successor trustee. In addition, another amendment was made to appoint Captrust Financial Advisors as investment manager for assets held in the Plan. Prior to this amendment, United Bank was the investment manager. There were no amendments or restatements to the Plan in 2022.

Contributions

Active participants may elect to contribute up to 100 percent of their eligible compensation, on a pre-tax or after-tax basis subject to the Internal Revenue Code’s limitations.

United matches 100 percent of the first 5 percent of a participant’s pay, based on the participant’s deferral election. These matching contributions are made by United on a bi-weekly basis and consist of cash, which is used by the Plan to purchase shares of United’s common stock. Participants are free to transfer their matched contributions to other investment options at any time.

Participants who have benefits in another qualified retirement plan, an IRA or other Roth elective deferral accounts, may transfer them into United’s Plan, if the other plan allows rollovers and the Plan Administrator for this Plan agrees to the transfer. Acceptable participant loans from other qualified plans can also be rolled over into the Plan. Rollovers are required to be made in accordance with IRS guidance, including any limitation on the number of permitted rollovers in a year.

Participants may choose to have their deferral contributions directed to any of 30 investment options, including United Bankshares, Inc. Common Stock, U.S. Government Securities Funds, various common stock funds, and an international equity fund. Investment elections must be made in multiples of 1 percent or designated by specific dollar amounts. Participants may make changes in their contribution percentage at any time according to the Plan specifications. Allocations among fund options offered by the Plan may be changed on a daily basis.

Participant Accounts

Plan earnings are allocated to each participant’s account based upon the respective account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Participating employees are immediately fully vested as to employee and employer contributions to the Plan.

Payment of Benefits

Participants are permitted to take distributions and withdrawals from their accounts in the Plan under the circumstances set forth in the Plan document. On termination of service, a participant may receive a lump-sum or installment amount or keep funds invested in the Plan until reaching the age of 72. Benefits payments under the Plan must commence by April 1st of the calendar year following the date a participant attains age 72 or April 1st of the calendar year following the year in which a participant separates from service with the Employer, whichever is later, except that distributions for a five-percent owner of the Company must commence by April 1st of the calendar year following the calendar year in which the participant attains age 72.

A distribution of a Roth deferral account in the Plan is considered a “qualified distribution” if such distribution is made on or after the date on which a participant attains age 59¹⁄₂, or is made to the beneficiary on or after death, or is distributed to the participant due to becoming disabled. Such distribution must be paid from a Roth deferral account after a five-taxable-year period of participation. When counting the five taxable years, year number one is calculated as starting on the first day of the first taxable year in which a participant makes a Roth deferral to the Plan.

Administrative Expenses

The Plan charges Plan administrative fees which include expenses such as transaction processing, recordkeeping, website management, call center staffing, and trust/custody services.

Captrust Financial Advisors assesses a total general advisory services fee of $77,500, which is charged per year through March 31, 2025, and is charged among participants’ accounts. This fee shall increase at a rate of 4% per year each April 1st commencing April 1, 2025. Any fees received by Captrust Financial Advisors from the investment companies selected by United for the Plan’s accounts will reduce the amount of the fees otherwise due to Captrust Financial Advisors on a dollar-for-dollar basis.

In addition, an annual trust fee of $5,000 is charged quarterly by Empower Retirement from participants’ accounts, assessed on a pro rata basis, based on market value, including United Bankshares, Inc. stock. Each participant is also charged an annual Plan recordkeeping fee of $57, which is assessed monthly. The Plan further charges a $50 loan origination fee with an annual $25 annual loan maintenance fee for any new loans that are issued.

These fees are included in administrative expenses paid by the participants in the accompanying statement of changes in net assets available for benefits.

Plan Termination

Although it has not expressed any intent to do so, United has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination, partial termination, or complete discontinuance of contributions to the Plan, the assets of the Plan will remain in trust and will be distributed in accordance with the Plan Agreement.

3. Investments

Each investment is subject to market risk. The degree of market risk varies by investment type based upon the nature of the applicable underlying net assets. The Plan’s maximum exposure to accounting loss from such investments is represented by the amounts appearing in the statements of net assets available for benefits.

4. Fair Value Measurements

The Plan determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which also clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Plan’s market assumptions.

The three levels of the fair value hierarchy based on these two types of inputs, are as follows:

•

Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.

•

Level 2 – Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

•

Level 3 – Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The level in the fair value hierarchy within which the fair value measurement is classified is based on the lowest level of input that is significant in the fair value measurement.

The following describes the valuation techniques used by plan management to measure financial assets recorded at fair value on a recurring basis in the financial statements.

Investments held by the Plan are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). All of the Plan’s mutual funds and common stock are classified as Level 1.

The following tables present the balances of financial assets measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022:


	Fair Value Measurements at December 31, 2023 Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Balance		(Level 1)		(Level 2)		(Level 3)
Company stock	$	64,695,408	$	64,695,408	$	—	$	—
Mutual funds		143,362,426		143,362,426		—		—
Investments measured at net asset value (a)(b)		19,429,954		—		—		—

Total assets at fair value	$	227,487,788	$	208,057,834	$	—	$	—


	Fair Value Measurements at December 31, 2022 Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Balance		(Level 1)		(Level 2)		(Level 3)
Company stock	$	63,018,067	$	63,018,067	$	—	$	—
Mutual funds		116,987,162		116,987,162		—		—
Investments measured at net asset value (a)(b)		20,964,717		—		—		—

Total assets at fair value	$	200,969,946	$	180,005,229	$	—	$	—

(a)

In accordance with ASC Topic 820-10, certain investments that were measured using the net asset value practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.

(b)

This category includes a common/collective trust fund that is designed to deliver safety and stability by preserving principal and accumulating earnings. This fund is primarily invested in guaranteed investment contracts and synthetic investment contracts. Participant-directed redemptions have no restrictions; however, the Plan is required to provide a one-year redemption notice to liquidate its entire share in the fund.

5. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31 to the Form 5500:


	December 31
	2023			2022
Net assets available for benefits per the financial statements	$	227,996,801		$	201,763,553
Participant loans in default		(77,632	)		(90,969	)

Net assets available for benefits per the Form 5500	$	227,919,169		$	201,672,584

The following is a reconciliation of the decrease in net assets available for benefits per the financial statements and the Form 5500 for the year ended December 31, 2023:


	2023
Increase in net assets available for benefits per the financial statements	$	26,233,248
Net change in deemed distributions for defaulted loans		13,337

Net gain per the Form 5500	$	26,246,585

6. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

7. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service dated May 20, 2015, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax-exempt.

Plan management is required to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when a position is more likely than not, based on technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

8. Transactions With Parties-in-Interest

The Plan invests in the common stock of the Company. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. During 2023, the Plan received approximately $2,314,884 in common stock dividends from the Company. The Plan also holds 1,722,914 shares of United common stock, which had a fair value of $37.55 per share at December 31, 2023.

United pays certain administrative expenses on behalf of the Plan and provides certain services at no cost to the Plan.

United Bank, a wholly owned subsidiary of United, acted as Trustee for the Plan until August 2023. Subsequently, Empower Trust Company, LLC became the Trustee of the Plan.

As mentioned in Note 2, United matches 100 percent of the first 5 percent of a participant’s pay, based on the participant’s deferral election. Participants are free to keep their matched contributions in UBSI stock or transfer them to other investment options at any time.

9. Commitments and Contingencies

The Plan did not have any commitments and contingencies that would require financial statement disclosure for the Plan.

10. Subsequent Events

ACQUISITION

On May 10, 2024, United Bankshares, Inc. (“United”) announced that it has entered into a definitive merger agreement under which United will acquire Piedmont Bancorp, Inc. (“Piedmont”). United will acquire 100% of the outstanding common stock of Piedmont, which is headquartered in Peachtree Corners, Georgia. The merger is expected to close late in the fourth quarter of 2024 or early in the first quarter of 2025. Plan management does not anticipate that this merger will significantly impact the Plan.

The Plan has evaluated subsequent events through the report date, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2023 and determined that there are no other subsequent events that require recognition or disclosure in these financial statements.

Supplemental Schedules—Modified Cash Basis

United Bankshares, Inc.

Savings and Stock Investment Plan

EIN #55-0641179 Plan #003

Schedule H, Line 4i – Schedule of Assets (Held at

End of Year)—Modified Cash Basis

December 31, 2023


		(c)
		Description of Investment,
(a)	(b) Identity of Issue, Borrower, Lessor or Similar Party	Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value			(d) Cost	(e) Current Value
	Baird Aggregate Bond Inst.		444,120	shares	$	$	4,379,019
	Credit Suisse Floating Rate Hi Income Inst.		138,953	shares			885,133
	DFA Intermediate Government Fixed Income Fund		41,813	shares			462,032
	Dodge & Cox Balanced Fund		98,003	shares			9,920,800
	Edgewood Growth Inst.		89,165	shares			3,900,076
	Federated Hermes Capital Preservation Fund Y		1,942,995	units			19,429,954
	Federated Hermes Instl. High Yield Bond R6		215,870	shares			1,908,289
	Federated Hermes Mid-Cap Index R6		858,928	shares			13,433,641
	Fidelity Emerging Markets Index		152,372	shares			1,531,342
	Ishares S&P 500 Index K		34,585	shares			19,327,826
	JOHCM International Select I		67,459	shares			1,563,708
	Oakmark International Inst.		137,517	shares			3,681,318
	Principal Smallcap S&P 600 Index Inst.		304,028	shares			7,865,213
	Putman Large Cap Value R6		56,945	shares			1,757,897
	Vanguard Growth Index – Admiral		108,381	shares			17,341,029
	Vanguard High Dividend Yield Index Admiral		208,277	shares			7,008,531
	Vanguard Inflation-Protected Secs Admiral		40,409	shares			930,622
	Vanguard Real Estate Index – Admiral		7,307	shares			914,419
	Vanguard Target Retirement 2020 Inv		79,886	shares			2,146,526
	Vanguard Target Retirement 2025 Inv		376,807	shares			6,925,707
	Vanguard Target Retirement 2030 Inv		241,805	shares			8,576,817
	Vanguard Target Retirement 2035 Inv		243,020	shares			5,375,602
	Vanguard Target Retirement 2040 Inv		208,103	shares			8,178,432
	Vanguard Target Retirement 2045 Inv		153,155	shares			4,083,110
	Vanguard Target Retirement 2050 Inv		143,507	shares			6,377,454
	Vanguard Target Retirement 2055 Inv		38,981	shares			1,933,071
	Vanguard Target Retirement 2060 Inv		25,383	shares			1,159,733
	Vanguard Target Retirement 2065 Inv		14,015	shares			419,744
	Vanguard Target Retirement Income Inv		105,714	shares			1,375,335
*	United Bankshares, Inc. Common Stock		1,722,914	shares			64,695,408
*	Loans to participants (interest rates ranging from 3.50% to 9.50%)						509,013

						$	227,996,801

*	Represents a party-in-interest to the Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees or other persons who administer the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

United Bankshares, Inc.

Savings and Stock Investment Plan

/s/ Jenny Sampson

Mrs. Jenny Sampson

Plan Administrator

June 27, 2024