United Bankshares Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by United Bankshares Inc. (UBSI) on July 29, 2025, covering events occurring on July 31, 2025. The filing details the execution of Change in Control (CIC) agreements with key executive officers and the approval of new equity award forms under the 2025 Equity Incentive Plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and executive compensation arrangements rather than financial performance results.
Material Changes
The primary material change involves the execution of new Change in Control Agreements on July 31, 2025, with the following executives:
- Richard M. Adams, Jr. (Chief Executive Officer)
- James J. Consagra, Jr. (President)
- W. Mark Tatterson (Executive Vice President, CFO, and Treasurer)
- Darren K. Williams (Executive Vice President, Chief Risk and Information Officer)
These agreements supersede prior CIC agreements for Messrs. Adams and Consagra dated November 2008. Additionally, the Compensation and Human Capital Committee approved forms for future equity awards and amendments to existing Supplemental Executive Retirement Agreements.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business operations. The document outlines specific severance benefits triggered by a "change in control" followed by a termination without "cause" or for "good reason" within two years:
- Severance Payment: A lump sum equal to 2x the sum of annual base salary and target annual bonus (3x for the CEO and President).
- Bonus: Prorated annual bonus for the termination year plus any unpaid bonus from the preceding year.
- Health Benefits: Employer portion of health insurance premiums for 24 months (36 months for the CEO and President).
Investor Verification Checklist
- Verify the specific definitions of "cause," "good reason," and "change in control" in the attached Exhibit 10.1.
- Confirm the total potential liability exposure for the company under the new CIC agreements for the four named executives.
- Review the terms of the 2025 Equity Incentive Plan award forms (Exhibits 10.2 through 10.5) for dilution impact.
- Check for any pending M&A activity that might trigger these change in control provisions.