QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
Zip Code |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
UNITED BANKSHARES, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
2
Item 1. |
FINANCIAL STATEMENTS (UNAUDITED) |
(Dollars in thousands, except par value) |
March 31 2025 |
December 31 2024 |
||||||
(Unaudited) |
(Note 1) |
|||||||
Assets |
||||||||
Cash and due from banks |
$ | $ | ||||||
Interest-bearing deposits with other banks |
||||||||
Federal funds sold |
||||||||
Total cash and cash equivalents |
||||||||
Securities available for sale at estimated fair value (amortized cost-$ |
||||||||
Securities held to maturity, net of allowance for credit losses of $ |
||||||||
Equity securities at estimated fair value |
||||||||
Other investment securities |
||||||||
Loans held for sale measured using fair value option |
||||||||
Loans and leases |
||||||||
Less: Unearned income |
( |
) | ( |
) | ||||
Loans and leases, net of unearned income |
||||||||
Less: Allowance for loan and lease losses |
( |
) | ( |
) | ||||
Net loans and leases |
||||||||
Bank premises and equipment |
||||||||
Operating lease right-of-use |
||||||||
Goodwill |
||||||||
Bank-owned life insurance (“BOLI”) |
||||||||
Accrued interest receivable |
||||||||
Other assets |
||||||||
TOTAL ASSETS |
$ | $ | ||||||
Liabilities |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | $ | ||||||
Interest-bearing |
||||||||
Total deposits |
||||||||
Borrowings: |
||||||||
Securities sold under agreements to repurchase |
||||||||
Federal Home Loan Bank (“FHLB”) borrowings |
||||||||
Other long-term borrowings |
||||||||
Reserve for lending-related commitments |
||||||||
Operating lease liabilities |
||||||||
Accrued expenses and other liabilities |
||||||||
TOTAL LIABILITIES |
||||||||
Shareholders’ Equity |
||||||||
Preferred stock, $ Authorized- shares, |
||||||||
Common stock, $ Authorized- shares; issued- and |
||||||||
Surplus |
||||||||
Retained earnings |
||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Treasury stock, at cost |
( |
) | ( |
) | ||||
TOTAL SHAREHOLDERS’ EQUITY |
||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | $ | ||||||
(Dollars in thousands, except per share data) |
Three Months Ended |
|||||||
March 31 |
||||||||
2025 |
2024 |
|||||||
Interest income |
||||||||
Interest and fees on loans |
$ | |
$ | |
||||
Interest on federal funds sold and other short-term investments |
||||||||
Interest and dividends on securities: |
||||||||
Taxable |
||||||||
Tax-exempt |
||||||||
Total interest income |
||||||||
Interest expense |
||||||||
Interest on deposits |
||||||||
Interest on short-term borrowings |
||||||||
Interest on long-term borrowings |
||||||||
Total interest expense |
||||||||
Net interest income |
||||||||
Provision for credit losses |
||||||||
Net interest income after provision for credit losses |
||||||||
Other income |
||||||||
Fees from trust services |
||||||||
Fees from brokerage services |
||||||||
Fees from deposit services |
||||||||
Bankcard fees and merchant discounts |
||||||||
Other service charges, commissions, and fees |
||||||||
Income from bank-owned life insurance |
||||||||
Income from mortgage banking activities |
||||||||
Mortgage loan servicing income |
||||||||
Net investment securities gains (losses) |
( |
) | ||||||
Other income |
||||||||
Total other income |
||||||||
Other expense |
||||||||
Employee compensation |
||||||||
Employee benefits |
||||||||
Net occupancy expense |
||||||||
Other real estate owned (“OREO”) expense |
||||||||
Net gains on the sales of OREO properties |
( |
) | ( |
) | ||||
Equipment expense |
||||||||
Data processing expense |
||||||||
Mortgage loan servicing expense and impairment |
||||||||
Bankcard processing expense |
||||||||
FDIC insurance expense |
||||||||
Other expense |
||||||||
Total other expense |
||||||||
Income before income taxes |
||||||||
Income taxes |
||||||||
Net income |
$ | $ | ||||||
(Dollars in thousands, except per share data) |
Three Months Ended |
|||||||
March 31 |
||||||||
2025 |
2024 |
|||||||
Earnings per common share: |
||||||||
Basic |
$ | $ | ||||||
Diluted |
$ | $ | ||||||
Average outstanding shares: |
||||||||
Basic |
||||||||
Diluted |
(Dollars in thousands) |
Three Months Ended |
|||||||
March 31 |
||||||||
2025 |
2024 |
|||||||
Net income |
$ | $ | ||||||
Other comprehensive income (loss) on available-for-sale |
( |
) | ||||||
Other comprehensive (loss) income on cash flow hedge, net of tax |
( |
) | ||||||
Other comprehensive income on defined benefit pension plan, net of tax |
||||||||
Total comprehensive income, net of tax |
$ | $ | ||||||
Three Months Ended March 31, 2025 |
||||||||||||||||||||||||||||
Common Stock |
Accumulated Other Comprehensive Loss |
Treasury Stock |
Total Shareholders’ Equity |
|||||||||||||||||||||||||
Shares |
Par Value |
Surplus |
Retained Earnings |
|||||||||||||||||||||||||
Balance at January 1, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
0 | |||||||||||||||||||||||||||
Other comprehensive income, net of tax |
0 | |||||||||||||||||||||||||||
Total comprehensive income, net of tax |
||||||||||||||||||||||||||||
Stock based compensation expense |
0 | |||||||||||||||||||||||||||
Acquisition of Piedmont Bancorp, Inc. shares) |
||||||||||||||||||||||||||||
Stock grant forfeiture ( |
( |
) | ||||||||||||||||||||||||||
Purchase of treasury stock ( |
0 | ( |
) | ( |
) | |||||||||||||||||||||||
Cash dividends ($ |
0 | ( |
) | ( |
) | |||||||||||||||||||||||
Net issuance of common stock under stock-based compensation plans ( |
( |
) | ( |
) | ||||||||||||||||||||||||
Balance at March 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
Three Months Ended March 31, 2024 |
||||||||||||||||||||||||||||
Common Stock |
Accumulated Other Comprehensive Loss |
Treasury Stock |
Total Shareholders’ Equity |
|||||||||||||||||||||||||
Shares |
Par Value |
Surplus |
Retained Earnings |
|||||||||||||||||||||||||
Balance at January 1, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
0 | |||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
0 | ( |
) | ( |
) | |||||||||||||||||||||||
Total comprehensive income, net of tax |
||||||||||||||||||||||||||||
Stock based compensation expense |
0 | |||||||||||||||||||||||||||
Stock grant forfeiture ( |
( |
) | ||||||||||||||||||||||||||
Purchase of treasury stock ( |
0 | ( |
) | ( |
) | |||||||||||||||||||||||
Cash dividends ($ |
0 | ( |
) | ( |
) | |||||||||||||||||||||||
Net issuance of common stock under stock-based compensation plans ( |
( |
) | ( |
) | ||||||||||||||||||||||||
Balance at March 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
$ | $ | ||||||
INVESTING ACTIVITIES |
||||||||
Proceeds from sales of securities available for sale |
||||||||
Proceeds from maturities and calls of securities available for sale |
||||||||
Purchases of securities available for sale |
( |
) | ( |
) | ||||
Proceeds from sales of equity securities |
||||||||
Purchases of equity securities |
( |
) | ( |
) | ||||
Proceeds from sales and redemptions of other investment securities |
||||||||
Purchases of other investment securities |
( |
) | ( |
) | ||||
Purchases of bank premises and equipment |
( |
) | ( |
) | ||||
Proceeds from sales of bank premises and equipment |
||||||||
Proceeds from termination of bank-owned life insurance policies |
||||||||
Acquisition of Piedmont Bancorp, Inc., net of cash paid |
||||||||
Proceeds from the sales of OREO properties |
||||||||
Net change in loans and leases |
( |
) | ( |
) | ||||
NET CASH USED IN INVESTING ACTIVITIES |
( |
) | ( |
) | ||||
FINANCING ACTIVITIES |
||||||||
Cash dividends paid |
( |
) | ( |
) | ||||
Acquisition of treasury stock |
( |
) | ( |
) | ||||
Proceeds from exercise of stock options |
||||||||
Repayment of long-term Federal Home Loan Bank borrowings |
( |
) | ( |
) | ||||
Proceeds from issuance of long-term Federal Home Loan Bank borrowings |
||||||||
Changes in: |
||||||||
Deposits |
||||||||
Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings |
( |
) | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
||||||||
Increase in cash and cash equivalents |
||||||||
Cash and cash equivalents at beginning of year |
||||||||
Cash and cash equivalents at end of period |
$ | $ | ||||||
Supplemental information |
||||||||
Noncash investing activities: |
||||||||
Transfers of loans to OREO |
$ | $ | ||||||
Right-of-use |
||||||||
Acquisition of Piedmont Bancorp, Inc.: |
||||||||
Assets acquired, net of cash |
||||||||
Liabilities assumed |
||||||||
Goodwill |
Purchase price of PCD loans and leases at acquisition |
$ | |||
Allowance for credit losses at acquisition |
||||
Non-credit discount at acquisition |
||||
Par value (UPB) of acquired PCD loans and leases at acquisition |
$ | |||
Purchase price: |
||||
Value of common shares issued (7,860,831 shares) |
$ | |||
Cash for fractional shares |
||||
Total purchase price |
||||
Identifiable assets: |
||||
Cash and cash equivalents |
||||
Investment securities |
||||
Net loans and leases |
||||
Premises and equipment |
||||
Operating lease right-of-use |
||||
BOLI |
||||
Core deposit intangible |
||||
Other assets |
||||
Total identifiable assets |
$ | |||
Identifiable liabilities: |
||||
Deposits |
$ | |||
Long-term borrowings |
||||
Operating lease liabilities |
||||
Other liabilities |
||||
Total identifiable liabilities |
||||
Preliminary fair value of net assets acquired including identifiable intangible assets |
||||
Preliminary resulting goodwill |
$ | |||
Proforma Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Total Revenues (1) |
$ | $ | ||||||
Net Income |
(1) |
Represents net interest income plus other income |
March 31, 2025 |
||||||||||||||||||||
Gross |
Gross |
Allowance |
Estimated |
|||||||||||||||||
Amortized |
Unrealized |
Unrealized |
For Credit |
Fair |
||||||||||||||||
Cost |
Gains |
Losses |
Losses |
Value |
||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | $ | $ | $ | $ | |||||||||||||||
State and political subdivisions |
||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||
Agency |
||||||||||||||||||||
Non-agency |
||||||||||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||||||
Agency |
||||||||||||||||||||
Asset-backed securities |
||||||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||||||
Other corporate securities |
||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | |||||||||||||||
December 31, 2024 |
||||||||||||||||||||
Gross |
Gross |
Allowance |
Estimated |
|||||||||||||||||
Amortized |
Unrealized |
Unrealized |
For Credit |
Fair |
||||||||||||||||
Cost |
Gains |
Losses |
Losses |
Value |
||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | $ | $ | $ | $ | |||||||||||||||
State and political subdivisions |
||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||
Agency |
||||||||||||||||||||
Non-agency |
||||||||||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||||||
Agency |
||||||||||||||||||||
Asset-backed securities |
||||||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||||||
Other corporate securities |
||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | |||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||
Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
Value |
Losses |
Value |
Losses |
Value |
Losses |
|||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
State and political subdivisions |
||||||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||||||
Agency |
||||||||||||||||||||||||
Non-agency |
||||||||||||||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||||||||||
Agency |
||||||||||||||||||||||||
Asset-backed securities |
||||||||||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||||||||||
Other corporate securities |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||
Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
Value |
Losses |
Value |
Losses |
Value |
Losses |
|||||||||||||||||||
December 31, 2024 |
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
State and political subdivisions |
||||||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||||||
Agency |
||||||||||||||||||||||||
Non-agency |
||||||||||||||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||||||||||
Agency |
||||||||||||||||||||||||
Asset-backed securities |
||||||||||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||||||||||
Other corporate securities |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Proceeds from maturities, sales and calls |
$ | $ | ||||||
Gross realized gains |
||||||||
Gross realized losses |
March 31, 2025 |
December 31, 2024 |
|||||||||||||||
Estimated |
Estimated |
|||||||||||||||
Amortized |
Fair |
Amortized |
Fair |
|||||||||||||
Cost |
Value |
Cost |
Value |
|||||||||||||
Due in one year or less |
$ | $ | $ | $ | ||||||||||||
Due after one year through five years |
||||||||||||||||
Due after five years through ten years |
||||||||||||||||
Due after ten years |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Unrealized gains recognized during the period on equity securities still held at period end |
$ | $ | ||||||
Unrealized losses recognized during the period on equity securities still held at period end |
( |
) | ( |
) | ||||
Net gains (losses) recognized during the period |
$ | $ | ( |
) | ||||
March 31, 2025 |
December 31, 2024 |
|||||||
Commercial, financial and agricultural: |
||||||||
Owner-occupied commercial real estate |
$ | $ | ||||||
Nonowner-occupied commercial real estate |
||||||||
Other commercial |
||||||||
Total commercial, financial & agricultural |
||||||||
Residential real estate |
||||||||
Construction & land development |
||||||||
Consumer: |
||||||||
Bankcard |
||||||||
Other consumer |
||||||||
Less: Unearned income |
( |
) | ( |
) | ||||
Total gross loans |
$ | $ | ||||||
Age Analysis of Past Due Loans and Leases |
||||||||||||||||||||||||
As of March 31, 2025 |
||||||||||||||||||||||||
30-89 Days Past Due |
90 Days or more Past Due |
Total Past Due |
Current & Other |
Total Financing Receivables |
90 Days or More Past Due & Accruing |
|||||||||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Nonowner-occupied |
||||||||||||||||||||||||
Other commercial |
||||||||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
Construction & land development |
||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Bankcard |
||||||||||||||||||||||||
Other consumer |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Age Analysis of Past Due Loans and Leases |
||||||||||||||||||||||||
As of December 31, 2024 |
||||||||||||||||||||||||
30-89 Days Past Due |
90 Days or more Past Due |
Total Past Due |
Current & Other |
Total Financing Receivables |
90 Days or More Past Due & Accruing |
|||||||||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Nonowner-occupied |
||||||||||||||||||||||||
Other commercial |
||||||||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
Construction & land development |
||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Bankcard |
||||||||||||||||||||||||
Other consumer |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
At March 31, 2025 |
At December 31, 2024 |
|||||||||||||||
Nonaccruals |
With No Related Allowance for Credit Losses |
Nonaccruals |
With No Related Allowance for Credit Losses |
|||||||||||||
Commercial Real Estate: |
||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | ||||||||||||
Nonowner-occupied |
||||||||||||||||
Other Commercial |
||||||||||||||||
Residential Real Estate |
||||||||||||||||
Construction |
||||||||||||||||
Consumer: |
||||||||||||||||
Bankcard |
||||||||||||||||
Other consumer |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Amortized Cost Basis of Loan Modifications Made to Borrowers Experiencing Financial Difficulty |
||||||||||||||||||||
For the Three Months ended March 31, 2025 |
||||||||||||||||||||
Term Extension |
Payment Delay |
Term Extension & Interest Rate Reduction |
Term Extension & Payment Delay |
% of Total Class of Financing Receivable |
||||||||||||||||
Commercial real estate: |
||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | % | |||||||||||||||
Nonowner-occupied |
% | |||||||||||||||||||
Other commercial |
% | |||||||||||||||||||
Residential real estate |
% | |||||||||||||||||||
Construction & land development |
% | |||||||||||||||||||
Consumer: |
||||||||||||||||||||
Bankcard |
% | |||||||||||||||||||
Other consumer |
% | |||||||||||||||||||
Total |
$ | $ | $ | $ | % | |||||||||||||||
Amortized Cost Basis of Loan Modifications Made to Borrowers Experiencing Financial Difficulty |
||||||||||||||||||||
For the Three Months ended March 31, 2024 |
||||||||||||||||||||
Term Extension |
Payment Delay |
Term Extension & Interest Rate Reduction |
Term Extension & Payment Delay |
% of Total Class of Financing Receivable |
||||||||||||||||
Commercial real estate: |
||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | % | |||||||||||||||
Nonowner-occupied |
% | |||||||||||||||||||
Other commercial |
% | |||||||||||||||||||
Residential real estate |
% | |||||||||||||||||||
Construction & land development |
% | |||||||||||||||||||
Consumer: |
||||||||||||||||||||
Bankcard |
% | |||||||||||||||||||
Other consumer |
% | |||||||||||||||||||
Total |
$ | $ | $ | $ | % | |||||||||||||||
Payment Status (Amortized Cost Basis) |
||||||||||||||||||||||||
As of March 31, 2025 |
As of March 31, 2024 |
|||||||||||||||||||||||
Current |
30-89 Days Past Due |
90+ Days Past Due |
Current |
30-89 Days Past Due |
90+ Days Past Due |
|||||||||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Nonowner-occupied |
||||||||||||||||||||||||
Other commercial |
||||||||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
Construction & land development |
||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Bankcard |
||||||||||||||||||||||||
Other consumer |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
For the Three Months Ended March 31, 2025 |
For the Three Months Ended March 31, 2024 |
|||||||||||||||
Weighted- Average Interest Rate Reduction |
Weighted Average Term Extension (in years) |
Weighted- Average Interest Rate Reduction |
Weighted Average Term Extension (in years) |
|||||||||||||
Commercial Real Estate: |
||||||||||||||||
Owner-occupied |
% | % | ||||||||||||||
Nonowner-occupied |
% | % | ||||||||||||||
Other Commercial |
% | % | ||||||||||||||
Residential Real Estate |
% | % | ||||||||||||||
Construction & land development |
% | % | ||||||||||||||
Consumer: |
||||||||||||||||
Bankcard |
% | % | ||||||||||||||
Other consumer |
% | % |
Collateral Dependent Loans and Leases |
||||||||||||||||||||||||
At March 31, 2025 |
||||||||||||||||||||||||
Residential Property |
Business Assets |
Land |
Commercial Property |
Other |
Total |
|||||||||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Nonowner-occupied |
||||||||||||||||||||||||
Other commercial |
||||||||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
Construction & land development |
||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Bankcard |
||||||||||||||||||||||||
Other consumer |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Collateral Dependent Loans and Leases |
||||||||||||||||||||||||
At December 31, 2024 |
||||||||||||||||||||||||
Residential Property |
Business Assets |
Land |
Commercial Property |
Other |
Total |
|||||||||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Owner-occupied |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Nonowner-occupied |
||||||||||||||||||||||||
Other commercial |
||||||||||||||||||||||||
Residential real estate |
||||||||||||||||||||||||
Construction & land development |
||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Bankcard |
||||||||||||||||||||||||
Other consumer |
||||||||||||||||||||||||
Total |
$ | $ | $ | |
$ | $ | $ | |
||||||||||||||||
• | Pass |
• | Special Mention |
• | Substandard |
• | Doubtful |
Commercial Real Estate – Owner-occupied |
Revolving loans converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | $ | $ | |
$ | |
$ | |
$ | $ | $ | |||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | |
$ | $ | ||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net recoveries (charge-offs) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans and leases converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | $ | |
$ | |
$ | |
$ | $ | $ | ||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | |
$ | $ | ||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net recoveries |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Commercial Real Estate – Nonowner-occupied |
Revolving loans converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | $ | $ | $ | $ | $ | |
$ | ||||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans and leases converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||||||||||
Other commercial |
Revolving loans and leases converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans and leases |
Revolving loans and leases amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | |
$ | |
$ | $ | $ | $ | |
$ | ||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||||||||
Term Loans and leases |
Revolving loans and leases amortized cost basis |
Revolving loans and leases converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | |
$ | |
$ | $ | $ | $ | |
$ | ||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net recoveries (charge- offs) |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||
Residential Real Estate |
Revolving loans converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net (charge- offs) recoveries |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net (charge- offs) recoveries |
$ | $ | ( |
) | $ | ( |
) | $ | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||
Construction and Land Development |
Revolving loans converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
||||||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net recoveries |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | $ | |
$ | |
$ | |
$ | $ | |
$ | |||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net recoveries |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Bankcard |
Revolving loans amortized cost basis |
Revolving loans converted to term loans |
||||||||||||||||||||||||||||||||||
Term Loans |
Total |
|||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
||||||||||||||||||||||||||||||||||||
Special Mention |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Current-period charge-offs |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | $ | $ | |||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||
Other Consumer |
Revolving loans converted to term loans |
|||||||||||||||||||||||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Total |
||||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of March 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge- offs |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||||
Term Loans |
Revolving loans amortized cost basis |
Revolving loans converted to term loans |
Total |
|||||||||||||||||||||||||||||||||
Origination Year |
||||||||||||||||||||||||||||||||||||
As of December 31, 2024 |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
||||||||||||||||||||||||||||||
Internal Risk Grade: |
||||||||||||||||||||||||||||||||||||
Pass |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Special Mention |
||||||||||||||||||||||||||||||||||||
Substandard |
||||||||||||||||||||||||||||||||||||
Doubtful |
||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Current-period charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Current-period recoveries |
||||||||||||||||||||||||||||||||||||
Current-period net charge-offs |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | $ | ( |
) | |||||||||||||
Accrued Interest Receivable |
||||||||
At March 31, 2025 |
At December 31, 2024 |
|||||||
Commercial Real Estate: |
||||||||
Owner-occupied |
$ | $ | ||||||
Nonowner-occupied |
||||||||
Other Commercial |
||||||||
Residential Real Estate |
||||||||
Construction |
||||||||
Consumer: |
||||||||
Bankcard |
||||||||
Other consumer |
||||||||
Total |
$ | $ | ||||||
Accrued Interest Receivables Written Off by Reversing Interest Income |
||||||||
Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Commercial Real Estate: |
||||||||
Owner-occupied |
$ | $ | ||||||
Nonowner-occupied |
||||||||
Other Commercial |
||||||||
Residential Real Estate |
||||||||
Construction |
||||||||
Consumer: |
||||||||
Bankcard |
||||||||
Other consumer |
||||||||
Total |
$ | $ | ||||||
• | Method: Probability of Default/Loss Given Default (PD/LGD) |
• | Commercial Real Estate Owner-Occupied |
• | Commercial Real Estate Nonowner-Occupied |
• | Commercial Other |
• | Method: Cohort |
• | Residential Real Estate |
• | Construction & Land Development |
• | Consumer |
• | Bankcard |
• | Current conditions – United considered the impact of government efficiency efforts and potential tariffs when making determinations related to factor adjustments for the external environment. United also considered the impact of changes in economic and business conditions; collateral values for dependent loans; past due, nonaccrual and adversely classified loans and leases; and concentrations of credit. |
• | Reasonable and supportable forecasts – The forecast is determined on a portfolio-by-portfolio |
• | The forecast for real GDP adjusted downward in the first quarter, from a projection of mid-December 2024 to mid-March with a projection of mid-December 2024 to mid-March with a projection of |
• | Greater risk of loss in the office portfolio due to continued hybrid and remote work that may be exacerbated by future economic conditions. |
• | Reversion to historical loss data occurs via a straight-line method during the year following the one-year reasonable and supportable forecast period. |
Allowance for Loan and Lease Losses and Carrying Amount of Loans and Leases |
||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2025 |
||||||||||||||||||||||||||||||||
Commercial Real Estate |
Other Commercial |
Residential Real Estate |
Construction & Land Development |
Bankcard |
Other Consumer |
Total |
||||||||||||||||||||||||||
Owner- occupied |
Nonowner- occupied |
|||||||||||||||||||||||||||||||
Allowance for Loan and Lease Losses: |
||||||||||||||||||||||||||||||||
Beginning balance |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Initial allowance for PCD loans (acquired during the period) |
||||||||||||||||||||||||||||||||
Charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Recoveries |
||||||||||||||||||||||||||||||||
Provision |
||||||||||||||||||||||||||||||||
Ending balance |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Allowance for Loan and Lease Losses and Carrying Amount of Loans and Leases |
||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2024 |
||||||||||||||||||||||||||||||||
Commercial Real Estate |
Other Commercial |
Residential Real Estate |
Construction & Land Development |
Bankcard |
Other Consumer |
Total |
||||||||||||||||||||||||||
Owner- occupied |
Nonowner- occupied |
|||||||||||||||||||||||||||||||
Allowance for Loan and Lease Losses: |
||||||||||||||||||||||||||||||||
Beginning balance |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Recoveries |
||||||||||||||||||||||||||||||||
Provision |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Ending balance |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||
Community Banking |
Total |
|||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||
Amortized intangible assets: |
||||||||||||||||
Core deposit intangible assets |
$ | ($ | ) | $ | ($ | ) | ||||||||||
Goodwill not subject to amortization |
$ | $ | ||||||||||||||
December 31, 2024 |
||||||||||||||||
Community Banking |
Total |
|||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||
Amortized intangible assets: |
||||||||||||||||
Core deposit intangible assets |
$ | ($ | ) | $ | ($ | ) | ||||||||||
Goodwill not subject to amortization |
$ | $ | ||||||||||||||
Community Banking |
Total |
|||||||
Goodwill at December 31, 2024 |
$ | $ | ||||||
Preliminary addition to goodwill from Piedmont acquisition |
||||||||
Goodwill at March 31, 2025 |
$ | $ | ||||||
Year |
Amount |
|||
2025 |
$ | |||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
2030 and thereafter |
Three Months Ended |
||||||||||
Classification |
March 31, 2025 |
March 31, 2024 |
||||||||
Operating lease cost |
Net occupancy expense | $ | $ | |||||||
Sublease income |
Net occupancy expense | ( |
) | ( |
) | |||||
Net lease cost |
$ | $ | ||||||||
Classification |
March 31, 2025 |
December 31, 2024 |
||||||||
Operating lease right-of-use assets |
Operating lease right-of-use |
$ | $ | |||||||
Operating lease liabilities |
Operating lease liabilities | $ | $ |
March 31, 2025 |
||||
Weighted-average remaining lease term: |
||||
Operating leases |
||||
Weighted-average discount rate: |
||||
Operating leases |
% |
Three Months Ended |
||||||||
March 31, 2025 |
March 31, 2024 |
|||||||
Cash paid for amounts in the measurement of lease liabilities: |
||||||||
Operating cash flows from operating leases |
$ | $ | ||||||
ROU assets obtained in the exchange for lease liabilities |
Year |
Amount |
|||
2025 |
$ | |||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
Total lease payments |
||||
Less: imputed interest |
( |
) | ||
Total |
$ | |||
As of March 31, 2025 |
As of December 31, 2024 |
|||||||
Federal funds purchased |
$ | $ | ||||||
Securities sold under agreements to repurchase |
||||||||
Total short-term borrowings |
$ | $ | ||||||
Year |
Amount |
|||
2025 |
$ | |||
2026 |
||||
2027 |
||||
2028 |
||||
2029 and thereafter |
||||
Total |
$ | |||
Asset Derivatives |
||||||||||||||||||||||||
March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
Balance Sheet Location |
Notional Amount |
Fair Value |
Balance Sheet Location |
Notional Amount |
Fair Value |
|||||||||||||||||||
Derivatives designated as hedging instruments |
||||||||||||||||||||||||
Fair Value Hedges: |
||||||||||||||||||||||||
Interest rate swap contracts (hedging commercial loans) |
Other assets | $ | $ | Other assets | $ | $ | ||||||||||||||||||
Total Fair Value Hedges |
$ | $ | $ | $ | ||||||||||||||||||||
Cash Flow Hedges: |
||||||||||||||||||||||||
Interest rate swap contracts (hedging FHLB borrowings) |
Other assets | $ | $ | Other assets | $ | $ | ||||||||||||||||||
Total Cash Flow Hedges |
$ | $ | $ | $ | ||||||||||||||||||||
Total derivatives designated as hedging instruments |
$ | $ | $ | $ | ||||||||||||||||||||
Derivatives not designated as hedging instruments |
Asset Derivatives |
||||||||||||||||||||||||
March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
Balance Sheet Location |
Notional Amount |
Fair Value |
Balance Sheet Location |
Notional Amount |
Fair Value |
|||||||||||||||||||
Forward loan sales commitments |
Other assets | $ | $ | Other assets | $ | $ | ||||||||||||||||||
TBA mortgage-backed securities |
Other assets | Other assets | ||||||||||||||||||||||
Interest rate lock commitments |
Other assets | Other assets | ||||||||||||||||||||||
Total derivatives not designated as hedging instruments |
$ | $ | $ | $ | ||||||||||||||||||||
Total asset derivatives |
$ | $ | $ | $ | ||||||||||||||||||||
Liability Derivatives |
||||||||||||||||||||||||
March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
Balance Sheet Location |
Notional Amount |
Fair Value |
Balance Sheet Location |
Notional Amount |
Fair Value |
|||||||||||||||||||
Derivatives not designated as hedging instruments |
||||||||||||||||||||||||
TBA mortgage-backed securities |
Other liabilities | $ | $ | Other liabilities | $ | $ | ||||||||||||||||||
Forward loan sales commitments |
Other liabilities | Other liabilities | ||||||||||||||||||||||
Total derivatives not designated as hedging instruments |
$ | $ | $ | $ | ||||||||||||||||||||
Total liability derivatives |
$ | $ | $ | $ | ||||||||||||||||||||
Derivatives in Fair Value Hedging Relationships |
Location in the Statement of Condition |
March 31, 2025 |
||||||||||||
Carrying Amount of the Hedged Assets/(Liabilities) |
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) |
Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/ (Liabilities) for which Hedge Accounting has been Discontinued |
||||||||||||
Interest rate swaps |
Loans, net of unearned income | $ | $ | ( |
) | $ |
Derivatives in Fair Value Hedging Relationships |
Location in the Statement of Condition |
December 31, 2024 |
||||||||||||
Carrying Amount of the Hedged Assets/(Liabilities) |
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) |
Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/ (Liabilities) for which Hedge Accounting has been Discontinued |
||||||||||||
Interest rate swaps |
Loans, net of unearned income | $ | $ | ( |
) | $ |
Three Months Ended |
||||||||||
Income Statement Location |
March 31, 2025 |
March 31, 2024 |
||||||||
Derivatives in hedging relationships Fair Value Hedges: |
||||||||||
Interest rate swap contracts |
Interest and fees on loans | $ | ( |
) | $ | |||||
Cash flow Hedges: |
||||||||||
Interest rate swap contracts |
Interest on long-term borrowings | |||||||||
Total derivatives in hedging relationships |
$ | $ | ||||||||
Derivatives not designated as hedging instruments |
||||||||||
Forward loan sales commitments |
Income from Mortgage Banking Activities | $ | $ | ( |
) | |||||
TBA mortgage-backed securities |
Income from Mortgage Banking Activities | ( |
) | |||||||
Interest rate lock commitments |
Income from Mortgage Banking Activities | |||||||||
Total derivatives not designated as hedging instruments |
$ | ( |
) | $ | ||||||
Total derivatives |
$ | $ | ||||||||
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. |
Fair Value at March 31, 2025 Using |
||||||||||||||||
Description |
Balance as of March 31, 2025 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Assets |
||||||||||||||||
Available for sale debt securities: |
||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ |
$ |
$ |
$ |
||||||||||||
State and political subdivisions |
||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||
Agency |
||||||||||||||||
Non-agency |
Fair Value at March 31, 2025 Using |
||||||||||||||||
Description |
Balance as of March 31, 2025 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||
Agency |
||||||||||||||||
Asset-backed securities |
||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||
Other corporate securities |
||||||||||||||||
Total available for sale securities |
|
|||||||||||||||
Equity securities: |
||||||||||||||||
Financial services industry |
||||||||||||||||
Equity mutual funds (1) |
||||||||||||||||
Other equity securities |
||||||||||||||||
Total equity securities |
|
|||||||||||||||
Loans held for sale |
||||||||||||||||
: |
||||||||||||||||
Interest rate swap contracts |
||||||||||||||||
Forward loan sales commitments |
||||||||||||||||
Interest rate lock commitments |
||||||||||||||||
Total derivative financial assets |
||||||||||||||||
Liabilities |
||||||||||||||||
: |
||||||||||||||||
TBA mortgage-backed securities |
||||||||||||||||
Total derivative financial liabilities |
Fair Value at December 31, 2024 Using |
||||||||||||||||
Description |
Balance as of December 31, 2024 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Assets |
||||||||||||||||
Available for sale debt securities: |
||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | $ | $ | $ | ||||||||||||
State and political subdivisions |
||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||
Agency |
||||||||||||||||
Non-agency |
||||||||||||||||
Commercial mortgage-backed securities |
||||||||||||||||
Agency |
||||||||||||||||
Asset-backed securities |
||||||||||||||||
Single issue trust preferred securities |
||||||||||||||||
Other corporate securities |
||||||||||||||||
Total available for sale securities |
||||||||||||||||
Equity securities: |
||||||||||||||||
Financial services industry |
||||||||||||||||
Equity mutual funds (1) |
||||||||||||||||
Fixed income mutual funds |
||||||||||||||||
Total equity securities |
||||||||||||||||
Loans held for sale |
||||||||||||||||
Derivative financial assets: |
Fair Value at December 31, 2024 Using |
||||||||||||||||
Description |
Balance as of December 31, 2024 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
Interest rate swap contracts |
||||||||||||||||
TBA mortgage-backed securities |
||||||||||||||||
Interest rate lock commitments |
||||||||||||||||
Total derivative financial assets |
||||||||||||||||
Liabilities |
||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||
Forward loan sales commitments |
||||||||||||||||
Total derivative financial liabilities |
(1) |
The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key |
Derivative Assets |
Derivative Liabilities |
|||||||||||||||||||||||
March 31, 2025 |
Loans Held for Sale |
TBA Securities |
Forward Sales Commitments |
Interest Rate Lock Commitments |
TBA Securities |
Forward Sales Commitments |
||||||||||||||||||
Balance, beginning of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Originations |
||||||||||||||||||||||||
Sales |
( |
) | ||||||||||||||||||||||
Transfers other |
( |
) |
( |
) | ||||||||||||||||||||
Total gains during the period recognized in earnings |
||||||||||||||||||||||||
Balance, end of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
The amount of total (losses) gains for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date |
$ | $ | $ | $ | $ | $ |
Derivative Assets |
Derivative Liabilities |
|||||||||||||||||||||||
December 31, 2024 |
Loans Held for Sale |
TBA Securities |
Forward Sales Commitments |
Interest Rate Lock Commitments |
TBA Securities |
Forward Sales Commitments |
||||||||||||||||||
Balance, beginning of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Originations |
||||||||||||||||||||||||
Sales |
( |
) | ||||||||||||||||||||||
Transfers other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Total gains during the period recognized in earnings |
||||||||||||||||||||||||
Balance, end of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
The amount of total (losses) gains for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date |
$ | ( |
) | $ | $ | $ | $ |
Description |
Three Months Ended March 31, 2025 |
Three Months Ended March 31, 2024 |
||||||
Income from mortgage banking activities |
$ | $ | ( |
) |
March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
Description |
Unpaid Principal Balance |
Fair Value |
Fair Value Over/(Under) Unpaid Principal Balance |
Unpaid Principal Balance |
Fair Value |
Fair Value Over/(Under) Unpaid Principal Balance |
||||||||||||||||||
Loans held for sale |
$ | $ | $ | $ | $ | $ |
Description |
Balance as of March 31, 2025 |
Fair Value at March 31, 2025 |
YTD Gains (Losses) |
|||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||||||
Assets |
||||||||||||||||||||
Individually assessed loans |
$ | $ | $ | $ | $ | |||||||||||||||
OREO |
Description |
Balance as of December 31, 2024 |
Fair Value at December 31, 2024 |
YTD Gains (Losses) |
|||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||||||
Assets |
||||||||||||||||||||
Individually assessed loans |
$ | $ | $ | $ | $ | ( |
) | |||||||||||||
OREO |
Fair Value Measurements |
||||||||||||||||||||
Carrying Amount |
Fair Value |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||||
March 31, 2025 |
||||||||||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | $ | |||||||||||||||
Securities available for sale |
3,002,984 | |||||||||||||||||||
Securities held to maturity |
||||||||||||||||||||
Equity securities |
||||||||||||||||||||
Other securities |
||||||||||||||||||||
Loans held for sale |
||||||||||||||||||||
Net loans |
||||||||||||||||||||
Derivative financial assets |
||||||||||||||||||||
Deposits |
||||||||||||||||||||
Short-term borrowings |
||||||||||||||||||||
Long-term borrowings |
||||||||||||||||||||
Derivative financial liabilities |
||||||||||||||||||||
December 31, 2024 |
||||||||||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | $ | |||||||||||||||
Securities available for sale |
||||||||||||||||||||
Securities held to maturity |
||||||||||||||||||||
Equity securities |
||||||||||||||||||||
Other securities |
||||||||||||||||||||
Loans held for sale |
||||||||||||||||||||
Net loans |
||||||||||||||||||||
Derivative financial assets |
||||||||||||||||||||
Deposits |
||||||||||||||||||||
Short-term borrowings |
||||||||||||||||||||
Long-term borrowings |
||||||||||||||||||||
Derivative financial liabilities |
Three Months Ended March 31, 2025 |
||||||||||||||||
Weighted Average |
||||||||||||||||
Aggregate |
Remaining |
|||||||||||||||
Intrinsic |
Contractual |
Exercise |
||||||||||||||
Shares |
Value |
Term (Yrs.) |
Price |
|||||||||||||
Outstanding at January 1, 2025 |
$ | |
||||||||||||||
Exercised |
( |
) | ||||||||||||||
Forfeited or expired |
( |
) | ||||||||||||||
Outstanding at March 31, 2025 |
$ | $ | ||||||||||||||
Exercisable at March 31, 2025 |
$ | $ | ||||||||||||||
Shares |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Nonvested at January 1, 2025 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Nonvested at March 31, 2025 |
$ | |||||||
Shares |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Nonvested at January 1, 2025 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited or expired |
( |
) | ||||||
Nonvested at March 31, 2025 |
$ | |||||||
Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Service cost |
$ | $ | ||||||
Interest cost |
||||||||
Expected return on plan assets |
( |
) | ( |
) | ||||
Recognized net actuarial loss |
||||||||
Net periodic pension (benefit) cost |
$ | ( |
) | $ | ||||
Weighted-Average Assumptions: |
||||||||
Discount Rate |
% | % | ||||||
Expected return on assets |
% | % | ||||||
Rate of Compensation Increase (prior to age 40) |
% | % | ||||||
Rate of Compensation Increase (ages 40-49) |
% | n/a | ||||||
Rate of Compensation Increase (ages 40-54) |
n/a | % | ||||||
Rate of Compensation Increase (ages 50-54) |
% | n/a | ||||||
Rate of Compensation Increase (ages 55-64) |
% | n/a | ||||||
Rate of Compensation Increase (otherwise) |
% | % |
Three Months Ended |
||||||||
March 31 |
||||||||
2025 |
2024 |
|||||||
Net Income |
$ |
$ |
||||||
Available for sale (“AFS”) securities: |
||||||||
Change in net unrealized gain (loss) on AFS securities arising during the period |
( |
) | ||||||
Related income tax effect |
( |
) | ||||||
Net reclassification adjustment for losses (gains) included in net income |
||||||||
Related income tax effect |
||||||||
( |
) | |||||||
Net effect of AFS securities on other comprehensive income |
( |
) | ||||||
Cash flow hedge derivatives: |
||||||||
Unrealized (loss) gain on cash flow hedge before reclassification to interest expense |
( |
) | ||||||
Related income tax effect |
( |
) | ||||||
Net reclassification adjustment for gains included in net income |
( |
) | ( |
) | ||||
Related income tax effect |
||||||||
Net effect of cash flow hedge derivatives on other comprehensive income |
( |
) |
||||||
Defined benefit pension plan: |
||||||||
Amortization of net actuarial loss recognized in net income |
||||||||
Related income tax benefit |
( |
) | ||||||
Net effect of change in defined benefit pension plan asset on other comprehensive income |
||||||||
Total change in other comprehensive income (loss), net of tax |
( |
) | ||||||
Total Comprehensive Income |
$ |
$ |
||||||
Changes in Accumulated Other Comprehensive Income (AOCI) by Component (a) |
||||||||||||||||
For the Three Months Ended March 31, 2025 |
||||||||||||||||
Unrealized Gains/Losses on AFS Securities |
Unrealized Gains/Losses on Cash Flow Hedges |
Defined Benefit Pension Items |
Total |
|||||||||||||
Balance at January 1, 2025 |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
Other comprehensive income before reclassification |
( |
) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income |
( |
) | ( |
) | ||||||||||||
Net current-period other comprehensive (loss) income, net of tax |
( |
) | ||||||||||||||
Balance at March 31, 2025 |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
(a) | All amounts are net-of-tax. |
Reclassifications out of Accumulated Other Comprehensive Income (AOCI) | ||||||
For the Three Months Ended March 31, 2025 | ||||||
Details about AOCI Components |
Amount Reclassified from AOCI |
Affected Line Item in the Statement Where Net Income is Presented | ||||
Cash flow hedge: |
||||||
Net reclassification adjustment for gains included in net income |
$ | ( |
) | Interest expense | ||
( |
) | Total before tax | ||||
Related income tax effect |
Tax expense | |||||
( |
) | Net of tax | ||||
Total reclassifications for the period |
$ | ( |
) | |||
Three Months Ended |
||||||||
March 31 |
||||||||
2025 |
2024 |
|||||||
Distributed earnings allocated to common stock |
$ | $ | ||||||
Undistributed earnings allocated to common stock |
||||||||
Net earnings allocated to common shareholders |
$ | $ | ||||||
Average common shares outstanding |
||||||||
Common stock equivalents |
||||||||
Average diluted shares outstanding |
||||||||
Earnings per basic common share |
$ | $ | ||||||
Earnings per diluted common share |
$ | $ |
Description |
Issuance Date |
Amount of Capital Securities Issued |
Stated Interest Rate (1) |
Maturity Date |
||||||||
United Statutory Trust III |
$ | |||||||||||
United Statutory Trust IV |
$ | |||||||||||
United Statutory Trust V |
$ | |||||||||||
United Statutory Trust VI |
$ | |||||||||||
Premier Statutory Trust II |
$ | |||||||||||
Premier Statutory Trust III |
$ | |||||||||||
Premier Statutory Trust IV |
$ | |||||||||||
Premier Statutory Trust V |
$ | |||||||||||
Centra Statutory Trust I |
$ | |||||||||||
Centra Statutory Trust II |
$ | |||||||||||
VCBI Capital Trust II |
$ | |||||||||||
VCBI Capital Trust III |
$ | |||||||||||
Cardinal Statutory Trust I |
$ | |||||||||||
UFBC Capital Trust I |
$ | |||||||||||
Carolina Financial Capital Trust I |
$ | |||||||||||
Carolina Financial Capital Trust II |
$ | |||||||||||
Greer Capital Trust I |
$ | |||||||||||
Greer Capital Trust II |
$ | |||||||||||
First South Preferred Trust I |
$ | |||||||||||
BOE Statutory Trust I |
$ |
(1) | The 3-month CME Term SOFR rates have a spread adjustment of 0.26161% and the 6-month CME Term SOFR rate has a spread adjustment of 0.42826 %. |
For the Three Months Ended March 31 |
||||||||
2025 |
2024 |
|||||||
Total Assets |
$ | |
$ | |
||||
Net interest income |
$ | $ | ||||||
Provision for credit losses |
||||||||
Other income |
||||||||
Other expense |
||||||||
Employee compensation |
||||||||
Employee benefits |
||||||||
Net occupancy expense |
||||||||
OREO expense |
||||||||
Net gains on the sales of OREO properties |
( |
) | ( |
) | ||||
Equipment expense |
||||||||
Data processing expense |
||||||||
Mortgage loan servicing expense and impairment |
||||||||
Bankcard processing expense |
||||||||
FDIC insurance expense |
||||||||
Other segment expense (a) |
||||||||
Total other expense |
||||||||
Income before income taxes |
||||||||
Income taxes |
||||||||
Segment net income |
||||||||
Reconciliation of profit or loss |
||||||||
Adjustments and reconciling items |
||||||||
Consolidated net income |
$ | $ | ||||||
(a) | Other segment expense includes legal, consulting and other professional services expense, franchise and other taxes not on income, expense for reserve on lending-related commitments, ATM expenses, marketing expense, core deposits amortization, and other general operating expenses. |
Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD-LOOKING STATEMENTS
Congress passed the Private Securities Litigation Act of 1995 to encourage corporations to provide investors with information about the company’s anticipated future financial performance, goals, and strategies. The act provides a safe haven for such disclosure; in other words, protection from unwarranted litigation if actual results are not the same as management expectations.
United desires to provide its shareholders with sound information about past performance and future trends. Consequently, any forward-looking statements contained in this report, in a report incorporated by reference to this report, or made by management of United in this report, in any other reports and filings, in press releases and in oral statements, involve numerous assumptions, risks and uncertainties. Forward-looking statements can be identified by the use of the words “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe,” “anticipate,” and other words of similar meaning. Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. United cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these “forward-looking statements.” The following factors, among others, could cause the actual results of United’s operations to differ materially from its expectations: (1) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve and the recently announced and future tariffs; (2) general competitive, economic, political and market conditions and other factors that may affect future results of United, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms; (3) risks related to the acquisition and integration of Piedmont Bancorp, Inc. including, among others, (i) the risk that the expected growth opportunities or cost savings from the acquisition may not be fully realized or may take longer to realize than expected, and (ii) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the acquisition; (4) deposit attrition, client loss or revenue loss following completed mergers or acquisitions that may be greater than anticipated; (5) regulatory change risk resulting from new laws, rules, regulations, or accounting principles, including,
57
without limitation, the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and the possibility of changes in accounting standards, policies, principles and practices; (6) the cost and effects of cyber incidents or other failures, interruptions, or security breaches of United’s systems and those of our customers or third-party providers; (7) competitive pressures on product pricing and services; (8) success, impact, and timing of United’s business strategies, including market acceptance of any new products or services; (9) volatility and disruptions in global capital and credit markets; (10) operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisitions; (11) catastrophic events such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious disease outbreaks, as well as any government actions in response to such events; (12) geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence; (13) the risks of fluctuations in market prices for United common stock that may or may not reflect economic condition or performance of United; (14) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; and any other risks described in the “Risk Factors” sections of this and other reports filed by United with the Securities and Exchange Commission.
United undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
ACQUISITION
On January 10, 2025 (the “Acquisition Date”), United consummated its acquisition of Atlanta-based Piedmont Bancorp, Inc. (“Piedmont”). As of January 10, 2025, Piedmont had total assets of approximately $2.4 billion, total loans of approximately $2.1 billion, total liabilities of approximately $2.2 billion and total deposits of approximately $2.1 billion. The operating results of United include operating results of acquired assets and assumed liabilities subsequent to the Acquisition Date. Piedmont’s results of operations prior to the Acquisition Date are not included in United’s consolidated results of operations.
ECONOMIC AND TRADE POLICY UNCERTAINTY
United continues to monitor the potential impact of evolving trade policies, including the threat of additional tariffs imposed by the United States. While no specific tariffs have been implemented during the reporting period that materially affect United’s operations, the potential for future changes in cross-border trade arrangements and import/export duties contributes to broader economic uncertainty. Management has considered these risks in its forward-looking assessments and determined that, as of the reporting date, there are no material adverse effects on United’s financial position, results of operations, or estimates related to credit losses or asset impairments.
INTRODUCTION
The following discussion and analysis presents the significant changes in financial condition and the results of operations of United and its subsidiaries for the periods indicated below. This discussion and the unaudited consolidated financial statements and the notes to unaudited Consolidated Financial Statements include the accounts of United Bankshares, Inc. and its wholly-owned subsidiaries, unless otherwise indicated. Management has evaluated all significant events and transactions that occurred after March 31, 2025, but prior to the date these financial statements were issued, for potential recognition or disclosure required in these financial statements.
This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and accompanying notes thereto, which are included elsewhere in this document.
58
USE OF NON-GAAP FINANCIAL MEASURES
This discussion and analysis contains certain financial measures that are not recognized under GAAP. Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each “non-GAAP” financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure.
Generally, United has presented a non-GAAP financial measure because it believes that this measure provides meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of a non-GAAP financial measure is consistent with how United’s management evaluates its performance internally and this non-GAAP financial measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the banking industry. Specifically, this discussion contains certain references to financial measures identified as tax-equivalent (“FTE”) net interest income and return on average tangible equity. Management believes these non-GAAP financial measures to be helpful in understanding United’s results of operations or financial position.
Net interest income is presented in this discussion on a tax-equivalent basis. The tax-equivalent basis adjusts for the tax-favored status of income from certain loans and investments. Although this is a non-GAAP measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and tax-exempt sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.
Average tangible equity is calculated as GAAP total shareholders’ equity minus total intangible assets. Tangible equity can thus be considered a more conservative valuation of the company. When considering net income, a return on average tangible equity can be calculated. Management provides a return on average equity to facilitate the understanding of as well as to assess the quality and composition of United’s capital structure. This measure, along with others, is used by management to analyze capital adequacy and performance.
However, this non-GAAP information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP. Where the non-GAAP financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure, can be found within this discussion and analysis. Investors should recognize that United’s presentation of this non-GAAP financial measure might not be comparable to a similarly titled measure at other companies.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of United conform with U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments, which are reviewed with the Audit Committee of the Board of Directors, are based on information available as of the date of the financial statements. Actual results could differ from these estimates. These policies, along with the disclosures presented in the financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan and lease losses, the calculation of the income tax provision, and the use of fair value measurements to account for certain financial instruments to be the accounting areas that require the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.
59
United’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of March 31, 2025 were unchanged from the policies disclosed in United’s Annual Report on Form 10-K for the year ended December 31, 2024 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
FINANCIAL CONDITION
United’s total assets as of March 31, 2025 were $32.79 billion, which was an increase of $2.76 billion or 9.21% from December 31, 2024. The acquisition of Piedmont on January 10, 2025 added $2.30 billion in total assets, including purchase accounting amounts. Portfolio loans increased $2.19 billion or 10.10%, cash and cash equivalents increased $317.94 million or 13.87%, investment securities increased $54.70 million or 1.68%, goodwill increased $134.72 million or 7.13%, other assets increased $43.75 million or 16.23%, bank-owned life insurance policies increased $41.55 million or 8.36%, bank premises and equipment increased $23.82 million or 12.80%, operating lease right-of-use assets increased $5.09 million or 6.23%, and interest receivable increased $8.10 million or 7.91%. Loans held for sale decreased $15.72 million or 35.43%. Total liabilities increased $2.44 billion or 9.76% from year-end 2024. This increase in total liabilities was due mainly to an increase of $2.40 billion or 10.03% in deposits, an increase of $24.01 million or 10.43% in accrued and other liabilities, and an increase of $20.40 million or 7.28% in long-term borrowings, all mainly due to the Piedmont acquisition. Shareholders’ equity increased $321.23 million or 6.43% from year-end 2024 due primarily to the acquisition of Piedmont.
The following discussion explains in more detail the changes in financial condition by major category.
Cash and Cash Equivalents
Cash and cash equivalents at March 31, 2025 increased $317.94 million or 13.87% from year-end 2024. Net cash acquired in the Piedmont merger was $77.47 million. In particular, interest-bearing deposits with other banks increased $271.41 million or 13.24% as United placed more cash in an interest-bearing account with the Federal Reserve while cash and due from banks increased $46.49 million or 19.32%. Federal funds sold increased $31 thousand or 2.44%. During the first three months of 2025, net cash of $119.98 million and $216.63 million were provided by operating and financing activities, respectively, while net cash of $18.67 million was used in investing activities. See the unaudited Consolidated Statements of Cash Flows for data on cash and cash equivalents provided and used in operating, investing and financing activities for the first three months of 2025 and 2024.
Securities
Total investment securities at March 31, 2025 increased $54.70 million or 1.68%. Piedmont added $94.43 million in investment securities, including purchase accounting amounts, upon consummation of the acquisition. Securities available for sale increased $43.27 million or 1.46%. This change in securities available for sale reflects $92.99 million related to the acquisition of Piedmont, $586.24 million in sales, maturities and calls of securities, $491.98 million in purchases, and an increase of $43.58 million in market value. Equity securities were $21.51 million at March 31, 2025, an increase of $456 thousand or 2.17% due mainly to a net increase in fair value. Other investment securities increased $10.98 million or 3.96% from year-end 2024 due to an increase in Federal Reserve Bank stock as a result of the Piedmont acquisition and net purchases of investment tax credits.
60
The following table summarizes the changes in the available for sale securities since year-end 2024:
March 31 | December 31 | |||||||||||||||
(Dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||||||
U.S. Treasury securities and obligations of U.S. Government corporations and agencies |
$ | 244,681 | $ | 245,842 | $ | (1,161 | ) | (0.47 | %) | |||||||
State and political subdivisions |
510,388 | 495,073 | 15,315 | 3.09 | % | |||||||||||
Mortgage-backed securities |
1,630,338 | 1,471,828 | 158,510 | 10.77 | % | |||||||||||
Asset-backed securities |
344,670 | 474,982 | (130,312 | ) | (27.44 | %) | ||||||||||
Single issue trust preferred securities |
12,032 | 11,919 | 113 | 0.95 | % | |||||||||||
Other corporate securities |
260,875 | 260,075 | 800 | 0.31 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available for sale securities, at fair value |
$ | 3,002,984 | $ | 2,959,719 | $ | 43,265 | 1.46 | % | ||||||||
|
|
|
|
|
|
|
|
The following table summarizes the changes in the held to maturity securities since year-end 2024:
March 31 | December 31 | |||||||||||||||
(Dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||||||
State and political subdivisions |
$ | 982 | (1) | $ | 982 | (1) | $ | 0 | 0.00 | % | ||||||
Other corporate securities |
20 | 20 | 0 | 0.00 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total held to maturity securities, at amortized cost |
$ | 1,002 | $ | 1,002 | $ | 0 | 0.00 | % | ||||||||
|
|
|
|
|
|
|
|
(1) | net of allowance for credit losses of $18 thousand. |
At March 31, 2025, gross unrealized losses on available for sale securities were $286.60 million. Securities with the most significant gross unrealized losses at March 31, 2025 consisted primarily of agency residential mortgage-backed securities, state and political subdivision securities, agency commercial mortgage-backed securities and corporate securities.
As of March 31, 2025, United’s available for sale mortgage-backed securities had an amortized cost of $1.81 billion, with an estimated fair value of $1.63 billion. The portfolio consisted primarily of $1.26 billion in agency residential mortgage-backed securities with a fair value of $1.12 billion, $87.22 million in non-agency residential mortgage-backed securities with an estimated fair value of $82.04 million, and $457.46 million in commercial agency mortgage-backed securities with an estimated fair value of $425.38 million.
As of March 31, 2025, United’s available for sale state and political subdivisions securities had an amortized cost of $584.98 million, with an estimated fair value of $510.39 million. The portfolio relates to securities issued by various municipalities located throughout the United States, and no securities within the portfolio were rated below investment grade as of March 31, 2025.
As of March 31, 2025, United’s available for sale corporate securities had an amortized cost of $640.65 million, with an estimated fair value of $617.58 million. The portfolio consisted of $13.30 million in single issue trust preferred securities with an estimated fair value of $12.03 million. In addition to the single issue trust preferred securities, the Company held positions in various other corporate securities, including asset-backed securities with an amortized cost of $347.46 million and a fair value of $344.67 million and other corporate securities, with an amortized cost of $279.89 million and a fair value of $260.88 million.
United’s available for sale single issue trust preferred securities had a fair value of $12.03 million as of March 31, 2025. Of the $12.03 million, $7.35 million or 61.10% were investment grade rated and $4.68 million or 38.90% were unrated. The two largest exposures accounted for 100% of the $12.03 million. These included Truist Bank at $7.35 million and Emigrant Bank at $4.68 million. All single issue trust preferred securities are currently receiving full scheduled principal and interest payments.
61
During the first quarter of 2025, United did not recognize any credit losses on its available for sale investment securities. Management does not believe that any individual security with an unrealized loss as of March 31, 2025 is impaired. United believes the decline in value resulted from changes in market interest rates, credit spreads and liquidity, not a deterioration of credit. Based on a review of each of the securities in the available for sale investment portfolio, management concluded that it was more-likely-than-not that it would be able to realize the cost basis investment and appropriate interest payments on such securities. United has the intent and the ability to hold these securities until such time as the value recovers or the securities mature. As of March 31, 2025, there was no allowance for credit losses related to the Company’s available for sale securities. However, United acknowledges that any securities in an unrealized loss position may be sold in future periods in response to significant, unanticipated changes in asset/liability management decisions, unanticipated future market movements or business plan changes.
Further information regarding the amortized cost and estimated fair value of investment securities, including remaining maturities as well as a more detailed discussion of management’s impairment analysis, is presented in Note 3 to the unaudited Notes to Consolidated Financial Statements.
Loans Held for Sale
Loans held for sale were $28.64 million at March 31, 2025, a decrease of $15.72 million or 35.43% from year-end 2024. Loan sales in the secondary market exceeded originations during the first three months of 2025. Loan originations for the first three months of 2025 were $75.90 million while loans sales were $91.62 million.
Portfolio Loans
Loans, net of unearned income, increased $2.19 billion or 10.10% from year-end 2024 mainly as a result of the Piedmont acquisition which added $2.01 billion, including purchase accounting amounts, in portfolio loans. Otherwise, portfolio loans and leases, net of unearned income, grew $177.79 million from year-end 2024. Since year-end 2024, commercial, financial and agricultural loans increased $1.68 billion or 14.10% as a result of a $1.46 billion or 17.13% increase in commercial real estate loans and a $214.63 million or 6.40% increase in commercial loans (not secured by real estate). Construction and land development loans increased $242.89 million or 6.92% and residential real estate loans increased $305.81 million or 5.55%, while consumer loans decreased $30.87 million or 3.94% due to a decrease in indirect automobile financing.
The following table summarizes the changes in the major loan classes since year-end 2024:
March 31 | December 31 | |||||||||||||||
(Dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||||||
Loans held for sale |
$ | 28,642 | $ | 44,360 | $ | (15,718 | ) | (35.43 | %) | |||||||
Commercial, financial, and agricultural: |
||||||||||||||||
Owner-occupied commercial real estate |
$ | 2,074,426 | $ | 1,590,002 | $ | 484,424 | 30.47 | % | ||||||||
Nonowner-occupied commercial real estate |
7,916,340 | 6,939,641 | 976,699 | 14.07 | % | |||||||||||
Other commercial loans |
3,565,992 | 3,351,362 | 214,630 | 6.40 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total commercial, financial, and agricultural |
$ | 13,556,758 | $ | 11,881,005 | $ | 1,675,753 | 14.10 | % | ||||||||
Residential real estate |
5,813,198 | 5,507,384 | 305,814 | 5.55 | % | |||||||||||
Construction & land development |
3,751,921 | 3,509,034 | 242,887 | 6.92 | % | |||||||||||
Consumer: |
||||||||||||||||
Bankcard |
9,117 | 9,998 | (881 | ) | (8.81 | %) | ||||||||||
Other consumer |
743,084 | 773,077 | (29,993 | ) | (3.88 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total gross loans |
$ | 23,874,078 | $ | 21,680,498 | $ | 2,193,580 | 10.12 | % | ||||||||
Less: Unearned income |
(11,006 | ) | (7,005 | ) | (4,001 | ) | 57.12 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Loans, net of unearned income |
$ | 23,863,072 | $ | 21,673,493 | $ | 2,189,579 | 10.10 | % | ||||||||
|
|
|
|
|
|
|
|
62
For a further discussion of loans see Note 4 to the unaudited Notes to Consolidated Financial Statements.
Bank-Owned Life Insurance
The cash surrender value of bank-owned life insurance policies increased $41.55 million, of which $40.80 million was acquired from Piedmont while the remaining increase was due to an increase in the cash surrender value.
Other Assets
Other assets increased $43.75 million or 16.23% from year-end 2024. The Piedmont acquisition added $24.60 million in other assets plus an additional $32.76 million in core deposit intangibles. Deferred tax assets increased $5.85 million due mainly to the deferred taxes recorded on the purchase accounting adjustments in the Piedmont acquisition. The remainder of the increase in other assets is the result of an increase of $3.19 million in prepaid assets, an increase of $2.62 million in accounts receivable, and an increase of $1.15 million in OREO.
Deposits
Deposits represent United’s primary source of funding. Total deposits at March 31, 2025 increased $2.40 billion or 10.03% due mainly to the Piedmont acquisition. Piedmont added $2.11 billion in deposits, including purchase accounting amounts. In terms of composition, noninterest-bearing deposits increased $345.46 million or 5.63% ($378.24 million added from Piedmont acquisition) while interest-bearing deposits increased $2.06 billion or 11.54% ($1.73 billion added from Piedmont acquisition) from December 31, 2024. Organically, deposits grew $297.21 million from year-end 2024.
Noninterest-bearing deposits consist of demand deposit and noninterest bearing money market (“MMDA”) account balances. The $345.46 million increase in noninterest-bearing deposits was due to a $385.39 million or 8.65% increase in commercial noninterest-bearing deposits, a $73.07 million or 5.25% increase in personal noninterest-bearing deposits, and a $76.38 million increase in public funds noninterest-bearing deposits. Partially offsetting these increases in noninterest-bearing deposits was a $204.58 million decrease in official checks.
Interest-bearing deposits consist of interest-bearing transactions, regular savings, interest-bearing MMDA, and time deposit account balances. Interest-bearing transaction accounts increased $406.07 million or 6.84% since year-end 2024 as the result of increases of $118.65 million in personal interest-bearing transaction accounts, $230.68 million in commercial interest-bearing transaction accounts, and $56.75 million in public funds interest-bearing transaction accounts. Regular savings accounts increased $56.32 million or 4.50% mainly as a result of a $40.96 million increase in personal savings accounts and a $14.85 million increase in commercial savings accounts. Interest-bearing MMDAs increased $747.16 million or 10.59%. In particular, personal MMDAs increased $207.62 million while commercial MMDAs and public funds MMDAs increased $504.61 million and $34.93 million, respectively.
Time deposits under $100,000 increased $138.99 million or 11.85% from year-end 2024. This increase in time deposits under $100,000 was the result of a $76.71 million increase in variable rate Certificates of Deposits (“CDs”) under $100,000 and a $49.68 million increase in fixed rate CDs.
Since year-end 2024, time deposits over $100,000 increased $708.77 million or 29.41% as fixed rate CDs increased $428.03 million, brokered CDs increased $196.39 million, variable rate CDs increased $46.81 million, and CDARS over $100,000 increased $31.69 million.
63
The table below summarizes the changes by deposit category since year-end 2024:
March 31 | December 31 | |||||||||||||||
(Dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||||||
Demand deposits |
$ | 6,480,877 | $ | 6,135,413 | $ | 345,464 | 5.63 | % | ||||||||
Interest-bearing checking |
6,342,999 | 5,936,925 | 406,074 | 6.84 | % | |||||||||||
Regular savings |
1,306,619 | 1,250,295 | 56,324 | 4.50 | % | |||||||||||
Money market accounts |
7,804,055 | 7,056,897 | 747,158 | 10.59 | % | |||||||||||
Time deposits under $100,000 |
1,311,452 | 1,172,462 | 138,990 | 11.85 | % | |||||||||||
Time deposits over $100,000 (1) |
3,118,633 | 2,409,867 | 708,766 | 29.41 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total deposits |
$ | 26,364,635 | $ | 23,961,859 | $ | 2,402,776 | 10.03 | % | ||||||||
|
|
|
|
|
|
|
|
(1) | Includes time deposits of $250,000 or more of $1,375,203 and $1,115,748 at March 31, 2025 and December 31, 2024, respectively. |
Borrowings
Total borrowings at March 31, 2025 increased $10.13 million or 1.41% since year-end 2024. Piedmont added $20.00 million of subordinated debt upon consummation of the acquisition. During the first three months of 2025, short-term borrowings decreased $75 thousand or less than 1% due to a decrease in securities sold under agreements to repurchase. Long-term borrowings increased $10.20 million or 1.89% from year-end 2024 as a result of adding Piedmont’s subordinated debt totaling $20.00 million partially offset by a $10.20 million reduction in long-term FHLB advances.
The table below summarizes the change in the borrowing categories since year-end 2024:
March 31 | December 31 | |||||||||||||||
(Dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||||||
Federal funds purchased |
$ | 0 | $ | 0 | $ | 0 | 0.00 | % | ||||||||
Short-term securities sold under agreements to repurchase |
176,015 | 176,090 | (75 | ) | (0.04 | %) | ||||||||||
Long-term FHLB advances |
250,000 | 260,199 | (10,199 | ) | (3.92 | %) | ||||||||||
Subordinated debt |
20,000 | 0 | 20,000 | 100.00 | % | |||||||||||
Issuances of trust preferred capital securities |
280,623 | 280,221 | 402 | 0.14 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total borrowings |
$ | 726,638 | $ | 716,510 | $ | 10,128 | 1.41 | % | ||||||||
|
|
|
|
|
|
|
|
For a further discussion of borrowings see Notes 9 and 10 to the unaudited Notes to Consolidated Financial Statements.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at March 31, 2025 increased $24.01 million or 10.43% from year-end 2024. Piedmont added $19.76 million. In particular, income taxes payable increased $17.49 million due to timing differences, business franchise taxes increased $2.87 million, and accrued loan expenses increased $9.46 million. In addition, interest payable increased $4.10 million due to an increase in CDs. Partially offsetting these increases was a decrease of $12.90 million in incentives payable due to payments.
Shareholders’ Equity
Shareholders’ equity at March 31, 2025 was $5.31 billion, which was an increase of $321.23 million or 6.43% from year-end 2024, mainly as the result of the Piedmont acquisition. The Piedmont transaction added approximately $280.95 million in shareholders’ equity as 7,860,831 shares were issued from United’s authorized but unissued shares for the merger at a cost of approximately $280.95 million.
64
Retained earnings increased $30.97 million or 1.61% from year-end 2024. Earnings net of dividends for the first three months of 2025 were $30.97 million.
Accumulated other comprehensive income increased $28.90 million or 12.91% from year-end 2024 due mainly to an increase of $33.17 million in the fair value of United’s available for sale investment portfolio, net of deferred income taxes. The fair value of cash flow hedges, net of deferred income taxes, decreased $4.27 million.
During the first quarter of 2025, United restarted repurchasing its common stock on the open market under a repurchase plan approved by United’s Board of Directors. United repurchased 567,405 shares during the first quarter at a cost of $19.82 million or an average share price of $34.93.
RESULTS OF OPERATIONS
Overview
The following table sets forth certain consolidated income statement information of United:
Three Months Ended | ||||||||||||
(Dollars in thousands) | March 2025 |
March 2024 |
December 2024 |
|||||||||
Income Statement Summary: |
||||||||||||
Interest income |
$ | 403,647 | $ | 369,180 | $ | 376,034 | ||||||
Interest expense |
143,592 | 146,691 | 143,426 | |||||||||
|
|
|
|
|
|
|||||||
Net interest income |
260,055 | 222,489 | 232,608 | |||||||||
Provision for credit losses |
29,103 | 5,740 | 6,691 | |||||||||
Other income |
29,554 | 32,212 | 29,318 | |||||||||
Other expense |
153,573 | 140,742 | 134,176 | |||||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
106,933 | 108,219 | 121,059 | |||||||||
Income taxes |
22,627 | 21,405 | 26,651 | |||||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 84,306 | $ | 86,814 | $ | 94,408 | ||||||
|
|
|
|
|
|
Net income for the first quarter of 2025 was $84.31 million as compared to earnings of $86.81 million for the first quarter of 2024. Diluted earnings per share were $0.59 for the first quarter of 2025 and $0.64 for the first quarter of 2024. On a linked-quarter basis, net income for the fourth quarter of 2024 was $94.41 million or $0.69 per diluted share.
As previously mentioned, United completed its acquisition of Piedmont on January 10, 2025. The financial results of Piedmont are included in United’s results from the acquisition date. As a result of the acquisition, the first quarter of 2025 was impacted for nearly three months of increased levels of average balances, income, and expense as compared to the first quarter of 2024 and the fourth quarter of 2024. In addition, United recorded acquisition-related costs for the Piedmont merger of $30.04 million, including a provision for credit losses of $18.73 million for purchased non-PCD loans for the first quarter of 2025 and $1.26 million for the fourth quarter of 2024.
United’s annualized return on average assets for the first three months of 2025 was 1.06% and return on average shareholders’ equity was 6.47% as compared to 1.19% and 7.25%, respectively, for the first three months of 2024. On a linked-quarter basis, United’s annualized return on average assets for the fourth quarter of 2024 was 1.25% and return on average shareholders’ equity was 7.48%. For the first three months of 2025, United’s annualized return on average tangible equity, a non-GAAP measure, was 10.61%, as compared to 11.98% for the first three months of 2024. On a linked-quarter basis, United’s annualized return on average tangible equity was 12.03% for the fourth quarter of 2024.
65
Three Months Ended | ||||||||||||
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
||||||||||
Return on Average Tangible Equity: |
||||||||||||
(a) Net Income (GAAP) |
$ | 84,306 | $ | 86,814 | $ | 94,408 | ||||||
(b) Number of Days |
90 | 91 | 92 | |||||||||
Average Total Shareholders’ Equity (GAAP) |
$ | 5,283,542 | $ | 4,816,476 | $ | 5,019,069 | ||||||
Less: Average Total Intangibles |
(2,060,975 | ) | (1,901,074 | ) | (1,898,335 | ) | ||||||
|
|
|
|
|
|
|||||||
(c) Average Tangible Equity (non-GAAP) |
$ | 3,222,567 | $ | 2,915,402 | $ | 3,120,734 | ||||||
Return on Average Tangible Equity (non-GAAP)\ [(a) / (b)] x 365 or 366 / (c)] |
10.61 | % | 11.98 | % | 12.03 | % |
Net interest income for the first quarter of 2025 increased $37.57 million, or 16.88% from the first quarter of 2024. The increase of $37.57 million in net interest income occurred because total interest income increased $34.47 million while total interest expense decreased $3.10 million from the first quarter of 2024. Net interest income for the first quarter of 2025 increased $27.45 million, or 11.80%, from the fourth quarter of 2024. The increase of $27.45 million in net interest income occurred because total interest income increased $27.61 million while total interest expense increased $166 thousand from the fourth quarter of 2024.
The provision for credit losses was $29.10 million for the first quarter of 2025 as compared to a provision for credit losses of $5.74 million and $6.69 million for the first quarter and fourth quarter of 2024, respectively. The increase in the provision for credit losses was mainly due to the previously mentioned $18.73 million of provision recorded on purchased non-PCD loans from Piedmont.
For the first quarter of 2025, noninterest income decreased $2.66 million or 8.25% from the first quarter of 2024. The decrease of $2.66 million was primarily due to a decrease in income from mortgage banking activities as a result of lower mortgage loan origination and sale volume.
Noninterest expense for the first quarter of 2025 increased $12.83 million or 9.12% from the first quarter of 2024. The increase of $12.83 million was due mainly to $11.31 million of merger-rated expenses incurred during the first quarter of 2025 from the Piedmont acquisition.
Income taxes increased $1.22 million or 5.71% for the first three months of 2025 as compared to the first three months of 2024 primarily due to a higher effective tax rate partially offset by lower earnings. On a linked-quarter basis, income taxes decreased $4.02 million or 15.10% for the first quarter of 2025 as compared to the fourth quarter of 2024 due mainly to lower earnings and a lower effective tax rate. The effective tax rate was 21.16% and 19.78% for the first quarter of 2025 and 2024, respectively. The effective tax rate was 22.01% for the fourth quarter of 2024.
The following discussion explains in more detail the consolidated results of operations by major category.
Net Interest Income
Net interest income represents the primary component of United’s earnings. It is the difference between interest income from earning assets and interest expense incurred to fund these assets. Net interest income is impacted by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as changes in market interest rates. Such changes, and their impact on net interest income in 2025 and 2024, are presented below.
66
Net interest income for the first quarter of 2025 was $260.06 million, which was an increase of $37.57 million or 16.88% from the first quarter of 2024. The $37.57 million increase in net interest income occurred because total interest income increased $34.47 million while total interest expense decreased $3.10 million from the first quarter of 2024. On a linked-quarter basis, net interest income for the first quarter of 2025 increased $27.45 million, or 11.80%, from the fourth quarter of 2024. The $27.45 million increase in net interest income occurred because total interest income increased $27.61 million while total interest expense increased $166 thousand from the fourth quarter of 2024.
For the purpose of this remaining discussion, net interest income is presented on a tax-equivalent basis to provide a comparison among all types of interest earning assets. The tax-equivalent basis adjusts for the tax-favored status of income from certain loans and investments. Although this is a non-GAAP measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and tax-exempt sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.
Tax-equivalent net interest income for the first quarter of 2025 was $260.84 million, an increase of $37.48 million or 16.78% from the first quarter of 2024 due mainly to an increase in average earning assets from the Piedmont acquisition. Average earning assets for the first quarter of 2025 increased $2.48 billion or 9.51% from the first quarter of 2024. The increase in average earning assets was due mainly to a $1.94 billion or 9.14% increase in average net loans and a $1.25 billion or 141.45% increase in average short-term investments, partially offset by a decrease of $709.58 million or 17.94% in average investment securities. Average interest-bearing funds for the first quarter of 2025 increased $1.72 billion or 9.37% from the first quarter of 2024. In particular, average interest-bearing deposits increased $2.70 billion while average long-term borrowings decreased $945.62 million from the first quarter of 2024. In addition, the average cost of funds for the first quarter of 2025 decreased 31 basis points due primarily to a decrease in interest rates from the first quarter of 2024. Most notably, the cost of average interest-bearing deposits and short-term borrowings decreased 25 and 59 basis points, respectively, from the first quarter of 2024. Also, the average yield on earning assets for the first quarter of 2025 increased 3 basis points from the first quarter of 2024 despite a decline in interest rates due mainly to an increase in loan accretion on acquired loans. For the first quarter of 2025, interest income and tax-equivalent net interest income included $5.99 million of acquired loan accretion income as compared to $2.51 million for the first quarter of 2024. The net interest margin of 3.69% for the first quarter of 2025 was an increase of 25 basis points from the net interest margin of 3.44% for the first quarter of 2024.
On a linked-quarter basis, tax-equivalent net interest income for the first quarter of 2025 increased $27.43 million, or 11.75%, from the fourth quarter of 2024. The increase in tax-equivalent net interest income was primarily due to an increase in average earning assets from the Piedmont acquisition as well as a decrease in the average cost of funds due to the impact of deposit rate repricing as a result of lower interest rates. Average earning assets for the first quarter of 2025 increased $1.88 million or 7.05% from the fourth quarter of 2024 as average net loans increased $1.75 billion or 8.16% and average short-term investments increased $323.95 million or 17.93% while average investments decreased $192.28 million or 5.59%. The average cost of funds for the first quarter of 2025 decreased 17 basis points. In particular, the cost on average interest-bearing deposits and long-term borrowings decreased 17 and 22 basis points, respectively, for the first quarter of 2025. The yield on average earning assets for the first quarter of 2025 increased 11 basis points from the fourth quarter of 2024 driven by an increase of 13 basis points on the yield on average net loans. Acquired loan accretion income for the first quarter of 2025 was $5.99 million as compared to $1.98 million for the fourth quarter of 2024. The net interest margin of 3.69% for the first quarter of 2025 was an increase of 20 basis points from the net interest margin of 3.49% for the fourth quarter of 2024.
67
United’s tax-equivalent net interest income also includes the impact of acquisition accounting fair value adjustments. The following table provides the discount/premium and net accretion impact to tax-equivalent net interest income for the three months ended March 31, 2025, March 31, 2024 and December 31, 2024:
Three Months Ended | ||||||||||||
March 31 | March 31 | December 31 | ||||||||||
(Dollars in thousands) | 2025 | 2024 | 2024 | |||||||||
Loan accretion |
$ | 5,989 | $ | 2,506 | $ | 1,978 | ||||||
Certificates of deposit |
247 | 171 | 33 | |||||||||
Long-term borrowings |
(202 | ) | (331 | ) | (329 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 6,034 | $ | 2,346 | $ | 1,682 | ||||||
|
|
|
|
|
|
The following tables reconcile the difference between net interest income and tax-equivalent net interest income for the three months ended March 31, 2025, March 31, 2024 and December 31, 2024.
Three Months Ended | ||||||||||||
March 31 | March 31 | December 31 | ||||||||||
(Dollars in thousands) | 2025 | 2024 | 2024 | |||||||||
Net interest income, GAAP basis |
$ | 260,055 | $ | 222,489 | $ | 232,608 | ||||||
Tax-equivalent adjustment (1) |
782 | 872 | 795 | |||||||||
|
|
|
|
|
|
|||||||
Tax-equivalent net interest income |
$ | 260,837 | $ | 223,361 | $ | 233,403 | ||||||
|
|
|
|
|
|
(1) | The tax-equivalent adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21% for the three months ended March 31, 2025 and 2024 and December 31, 2024. All interest income on loans and investment securities was subject to state income taxes. |
68
The following table shows the unaudited consolidated daily average balance of major categories of assets and liabilities for the three-month periods ended March 31, 2025 and 2024, respectively, with the interest and rate earned or paid on such amount. The interest income and yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21% for the three-month period ended March 31, 2025 and 2024. Interest income on all loans and investment securities was subject to state income taxes.
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
March 31, 2025 | March 31, 2024 | |||||||||||||||||||||||
(Dollars in thousands) | Average Balance |
Interest (1) |
Avg. Rate (1) |
Average Balance |
Interest (1) |
Avg. Rate (1) |
||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Earning Assets: |
||||||||||||||||||||||||
Federal funds sold and securities purchased under agreements to resell and other short-term investments |
$ | 2,131,157 | $ | 23,726 | 4.51 | % | $ | 882,656 | $ | 12,303 | 5.61 | % | ||||||||||||
Investment Securities: |
||||||||||||||||||||||||
Taxable |
3,048,058 | 26,911 | 3.53 | % | 3,743,157 | 34,722 | 3.71 | % | ||||||||||||||||
Tax-exempt |
197,891 | 1,486 | 3.00 | % | 212,375 | 1,474 | 2.78 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Securities |
3,245,949 | 28,397 | 3.50 | % | 3,955,532 | 36,196 | 3.66 | % | ||||||||||||||||
Loans, net of unearned income (2)(3) |
23,499,660 | 352,306 | 6.07 | % | 21,508,611 | 321,553 | 6.01 | % | ||||||||||||||||
Allowance for loan losses |
(308,225 | ) | (259,341 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net loans (2)(3) |
23,191,435 | 6.15 | % | 21,249,270 | 6.08 | % | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total earning assets |
28,568,541 | $ | 404,429 | 5.73 | % | 26,087,458 | $ | 370,052 | 5.70 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Other assets |
3,611,699 | 3,344,925 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL ASSETS |
$ | 32,180,240 | $ | 29,432,383 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
LIABILITIES |
||||||||||||||||||||||||
Interest-Bearing Funds: |
||||||||||||||||||||||||
Interest-bearing deposits |
$ | 19,367,638 | $ | 136,288 | 2.85 | % | $ | 16,663,765 | $ | 128,377 | 3.10 | % | ||||||||||||
Short-term borrowings |
167,080 | 1,450 | 3.52 | % | 203,570 | 2,082 | 4.11 | % | ||||||||||||||||
Long-term borrowings |
554,614 | 5,854 | 4.28 | % | 1,500,237 | 16,232 | 4.35 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Interest-Bearing Funds |
20,089,332 | 143,592 | 2.90 | % | 18,367,572 | 146,691 | 3.21 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Noninterest-bearing deposits |
6,471,287 | 5,941,866 | ||||||||||||||||||||||
Accrued expenses and other liabilities |
336,079 | 306,469 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES |
26,896,698 | 24,615,907 | ||||||||||||||||||||||
SHAREHOLDERS’ EQUITY |
5,283,542 | 4,816,476 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | 32,180,240 | $ | 29,432,383 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
NET INTEREST INCOME |
$ | 260,837 | $ | 223,361 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
INTEREST SPREAD |
2.83 | % | 2.49 | % | ||||||||||||||||||||
NET INTEREST MARGIN |
3.69 | % | 3.44 | % |
(1) | The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21%. |
(2) | Nonaccruing loans are included in the daily average loan amounts outstanding. |
(3) | Loans held for sale and leases are included in the daily average loan amounts outstanding. |
69
The following table shows the unaudited consolidated daily average balance of major categories of assets and liabilities for the three-month periods ended March 31, 2025 and December 31, 2024, respectively, with the interest and rate earned or paid on such amount. The interest income and yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21% for the three-month period ended March 31, 2025 and December 31, 2024. Interest income on all loans and investment securities was subject to state income taxes.
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
(Dollars in thousands) | Average Balance |
Interest (1) |
Avg. Rate (1) |
Average Balance |
Interest (1) |
Avg. Rate (1) |
||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Earning Assets: |
||||||||||||||||||||||||
Federal funds sold and securities purchased under agreements to resell and other short-term investments |
$ | 2,131,157 | $ | 23,726 | 4.51 | % | $ | 1,807,207 | $ | 21,876 | 4.82 | % | ||||||||||||
Investment Securities: |
||||||||||||||||||||||||
Taxable |
3,048,058 | 26,911 | 3.53 | % | 3,242,979 | 29,244 | 3.61 | % | ||||||||||||||||
Tax-exempt |
197,891 | 1,486 | 3.00 | % | 195,252 | 1,374 | 2.81 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Securities |
3,245,949 | 28,397 | 3.50 | % | 3,438,231 | 30,618 | 3.56 | % | ||||||||||||||||
Loans, net of unearned income (2)(3) |
23,499,660 | 352,306 | 6.07 | % | 21,713,148 | 324,335 | 5.95 | % | ||||||||||||||||
Allowance for loan losses |
(308,225 | ) | (270,751 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net loans (2)(3) |
23,191,435 | 6.15 | % | 21,442,397 | 6.02 | % | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total earning assets |
28,568,541 | $ | 404,429 | 5.73 | % | 26,687,835 | $ | 376,829 | 5.62 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Other assets |
3,611,699 | 3,324,891 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL ASSETS |
$ | 32,180,240 | $ | 30,012,726 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
LIABILITIES |
||||||||||||||||||||||||
Interest-Bearing Funds: |
||||||||||||||||||||||||
Interest-bearing deposits |
$ | 19,367,638 | $ | 136,288 | 2.85 | % | $ | 17,871,685 | $ | 135,690 | 3.02 | % | ||||||||||||
Short-term borrowings |
167,080 | 1,450 | 3.52 | % | 180,070 | 1,630 | 3.60 | % | ||||||||||||||||
Long-term borrowings |
554,614 | 5,854 | 4.28 | % | 540,247 | 6,106 | 4.50 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Interest-Bearing Funds |
20,089,332 | 143,592 | 2.90 | % | 18,592,002 | 143,426 | 3.07 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Noninterest-bearing deposits |
6,471,287 | 6,099,264 | ||||||||||||||||||||||
Accrued expenses and other liabilities |
336,079 | 302,391 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES |
26,896,698 | 24,993,657 | ||||||||||||||||||||||
SHAREHOLDERS’ EQUITY |
5,283,542 | 5,019,069 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | 32,180,240 | $ | 30,012,726 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
NET INTEREST INCOME |
$ | 260,837 | $ | 233,403 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
INTEREST SPREAD |
2.83 | % | 2.55 | % | ||||||||||||||||||||
NET INTEREST MARGIN |
3.69 | % | 3.49 | % |
(1) | The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21%. |
(2) | Nonaccruing loans are included in the daily average loan amounts outstanding. |
(3) | Loans held for sale and leases are included in the daily average loan amounts outstanding. |
70
Provision for Credit Losses
The provision for credit losses was $29.10 million for the first quarter of 2025 as compared to a provision for credit losses of $5.74 million for the first quarter of 2024. On a linked-quarter basis, the provision for credit losses for the fourth quarter of 2024 was $6.69 million. The provision for credit losses for the first quarter of 2025 included provision expense of $18.73 million recorded for purchased non-PCD loans from Piedmont. United’s provision for credit losses relates to its portfolio of loans and leases, available-for-sale securities and held-to-maturity securities are discussed in more detail in the following paragraphs.
For the quarter ended March 31, 2025, the provision for loan and lease losses was $29.10 million as compared to a provision for loan and lease losses of $5.74 million for the quarter ended March 31, 2024. The higher amount of provision expense for the first quarter of 2025 compared to the first quarter of 2024 was mainly due to the previously mentioned provision expense of $18.73 million recorded for purchased non-PCD loans from Piedmont. Net charge-offs were $8.04 million for the first quarter of 2025 compared to net charge-offs of $2.07 million for the first quarter of 2024. The higher amount of net charge-offs for 2025 as compared to 2024 was primarily due to increased charge-offs within the consumer, commercial real estate nonowner-occupied and other commercial portfolios. On a linked-quarter basis, the provision for loan and lease losses for the fourth quarter of 2024 was $6.69 million. Again, the higher amount of provision expense for the first quarter of 2025 from the fourth quarter of 2024 was due primarily to the provision expense recorded on the non-PCD loans acquired from Piedmont. Net charge-offs were $5.62 million for the fourth quarter of 2024. Annualized net charge-offs as a percentage of average loans and leases, net of unearned income for the first quarter of 2025 was 0.14% as compared to annualized net charge-offs of 0.04% for the first quarter of 2024 and annualized net charge-offs of 0.10% for the fourth quarter of 2024.
The following table shows a summary of United’s nonperforming assets including nonperforming loans and other real estate owned (“OREO”) at March 31, 2025 and December 31, 2024:
March 31 | December 31 | |||||||
(In thousands) | 2025 | 2024 | ||||||
Nonaccrual loans |
$ | 57,388 | $ | 56,460 | ||||
Loans past due 90 days or more |
12,387 | 16,940 | ||||||
|
|
|
|
|||||
Total nonperforming loans |
$ | 69,775 | $ | 73,400 | ||||
Other real estate owned |
1,475 | 327 | ||||||
|
|
|
|
|||||
Total nonperforming assets |
$ | 71,250 | $ | 73,727 | ||||
|
|
|
|
United maintains an allowance for loan and lease losses and a reserve for lending-related commitments. The combined allowance for loan losses and reserve for lending-related commitments is considered the allowance for credit losses. At March 31, 2025, the allowance for credit losses was $346.99 million as compared to $306.76 million at December 31, 2024.
At March 31, 2025, the allowance for loan and lease losses was $310.42 million as compared to $271.84 million at December 31, 2024. The increase in the allowance for loan and lease losses was primarily driven by the allowance for loan and lease losses recorded as a result of the Piedmont acquisition. The allowance for loan and lease losses at March 31, 2025 saw the largest increases in the reserves for commercial real estate, both owner and nonowner-occupied, the residential real estate and the real estate construction and development loans segments from year-end 2024 due to increased outstanding loan balances from the Piedmont acquisition, increased allocations for individually evaluated loans that do not share similar portfolio characteristics and increased adjustments resulting from the reasonable and supportable forecast. As a percentage of loans and leases, net of unearned income, the allowance for loan losses was 1.30% at March 31, 2025 and 1.25% at December 31, 2024. The ratio of the allowance for loan and lease losses to nonperforming loans and leases or coverage ratio was 444.89% and 370.36% at March 31, 2025 and December 31, 2024, respectively. The increase in this ratio was due mainly to an increase in the allowance for loan losses as well as a slight decline in nonperforming loans.
71
United continues to evaluate risks which may impact its loan and lease portfolios. Reserves are initially determined based on losses identified from the PD/LGD and Cohort models which utilize the Company’s historical information. Then, any qualitative adjustments are applied to account for the Company’s view of the future and other factors. If current conditions underlying any qualitative adjustment factor were deemed to be materially different than historical conditions, an adjustment was made for that factor.
The first quarter of 2025 qualitative adjustments include analyses of the following:
• | Current conditions – United considered the impact of government efficiency efforts and potential tariffs when making determinations related to factor adjustments for the external environment. United also considered the impact of changes in economic and business conditions; collateral values for dependent loans; past due, nonaccrual and adversely classified loans and leases; and concentrations of credit. |
• | Reasonable and supportable forecasts – The forecast is determined on a portfolio-by-portfolio basis by relating the correlation of real GDP and the unemployment rate to loss rates to forecasts of those variables. The reasonable and supportable forecast selection is subjective in nature and requires more judgment compared to the other components of the allowance. Assumptions for the economic variables were the following: |
• | The forecast for real GDP adjusted downward in the first quarter, from a projection of 2.10% for 2025 as of mid-December 2024 to 1.70% for 2025 as of mid-March with a projection of 1.80% for 2026. The unemployment rate forecast shifted slightly in the first quarter from a projection of 4.30% for 2025 as of mid-December 2024 to 4.40% for 2025 as of mid-March with a projection of 4.30% for 2026. |
• | Greater risk of loss in the office portfolio due to continued hybrid and remote work that may be exacerbated by future economic conditions. |
• | Reversion to historical loss data occurs via a straight-line method during the year following the one-year reasonable and supportable forecast period. |
United’s review of the allowance for loan and lease losses at March 31, 2025 produced increased reserves in each of the four loan categories as compared to December 31, 2024. The allowance related to the commercial, financial & agricultural loan pool, consisting of the owner and non-owner occupied commercial real estate and other commercial loan segments, increased $21.39 million due to the first quarter acquisition of Piedmont and increased outstanding balances. The residential real estate segment reserve increased $8.63 million due to increased outstanding balances with the acquisition of Piedmont and the annual evaluation of delay periods utilized in the historical loss rate calculation. The real estate construction and development loan segment reserve increased $8.34 million due to increased outstanding balances with the acquisition of Piedmont. The consumer loan segment reserve increased $217 thousand primarily due to an increase in the quarterly maximum loss experience utilized within the reasonable and supportable forecast adjustment.
An allowance is established for estimated lifetime losses for loans that are individually assessed. Nonperforming commercial loans and leases are regularly reviewed to identify expected credit losses. A loan is individually assessed for expected credit losses when the loan does not share similar characteristics with other loans in the portfolio. Measuring expected credit losses of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates. Expected credit losses are measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate or the fair value of collateral if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an expected credit loss has occurred. The allowance for loans and leases that were individually assessed was $18.44 million at March 31, 2025 and $11.21 million at December 31, 2024. In comparison to year-end, this element of the allowance increased $7.23 million due to loans individually evaluated from the acquisition of Piedmont requiring allocations as well as a large United-originated office loan with elevated collection concerns due to pending lease maturities and upcoming loan maturity which will necessitate an increase in the loan’s interest rate.
72
Management believes that the allowance for credit losses of $346.99 million at March 31, 2025 is adequate to provide for expected losses on existing loans and lending-related commitments based on information currently available. United’s loan administration policies are focused on the risk characteristics of the loan portfolio in terms of loan approval and credit quality. The commercial loan portfolio is monitored for possible concentrations of credit in one or more industries. Management has lending limits as a percentage of capital per type of credit concentration in an effort to ensure adequate diversification within the portfolio. Most of United’s commercial loans are secured by real estate located in United’s footprint. It is the opinion of management that these commercial loans do not pose any unusual risks and that adequate consideration has been given to these loans in establishing the allowance for credit losses.
The provision for credit losses related to held to maturity securities for the first quarter of 2025 and 2024 was immaterial. The allowance for credit losses related to held to maturity securities was $18 thousand as of March 31, 2025 as well as December 31, 2024. There was no provision for credit losses recorded on available for sale investment securities for the first quarter of 2025 and 2024 and no allowance for credit losses on available for sale investment securities as of March 31, 2025 and December 31, 2024.
Management is not aware of any potential problem loans or leases, trends or uncertainties, which it reasonably expects, will materially impact future operating results, liquidity, or capital resources which have not been disclosed. Additionally, management has disclosed all known material credits, which cause management to have serious doubts as to the ability of such borrowers to comply with the loan repayment schedules.
Other Income
Other income consists of all revenues, which are not included in interest and fee income related to earning assets. Noninterest income has been and will continue to be an important factor for improving United’s profitability. Recognizing the importance, management continues to evaluate areas where noninterest income can be enhanced.
Noninterest income for the first quarter of 2025 was $29.55 million, a decrease of $2.66 million or 8.25% from the first quarter of 2024. This decrease was driven by decreases in mortgage banking income and mortgage loan servicing income partially offset by higher income from bank-owned life insurance.
Income from mortgage banking activities totaled $2.48 million for the first quarter of 2025 compared to $5.30 million for the first quarter of 2024. The decrease of $2.82 million or 53.21% for the first quarter of 2025 was mainly due to lower mortgage loan origination and sale volume. Mortgage loan sales were $91.62 million in the first quarter of 2025 as compared to $188.74 million in the first quarter of 2024. Mortgage loans originated for sale were $75.90 million for the first quarter of 2025 as compared to $176.91 million for the first quarter of 2024.
Mortgage loan servicing income for the first quarter of 2025 decreased $789 thousand or 100.00% from the first quarter of 2024. The decrease in mortgage loan servicing income was due to the sale of United’s remaining mortgage servicing portfolio in the second half of 2024.
Income from bank-owned life insurance for the first quarter of 2025 increased $952 thousand or 39.37% from the first quarter of 2024. The increase was primarily due to death proceeds of $461 thousand in the first quarter of 2025 as well as income from the bank-owned life insurance policies added from the Piedmont acquisition and an increase in the cash surrender value.
73
Net gains on investment securities were $521 thousand for the first quarter of 2025 as compared to net losses on investment securities of $99 thousand for the first quarter of 2024.
On a linked-quarter basis, noninterest income for the first quarter of 2025 was flat from the fourth quarter of 2024, increasing $236 thousand, or less than 1%. Net gains on investment securities were $521 thousand for the first quarter of 2025 as compared to net losses on investment securities of $688 thousand for the fourth quarter of 2024. Fees from brokerage services increased $667 thousand from the fourth quarter of 2024 due to increased volume. Partially offsetting these increases in noninterest income was a decrease in other noninterest income of $1.32 million.
Other Expenses
Just as management continues to evaluate areas where noninterest income can be enhanced, it strives to improve the efficiency of its operations to reduce costs. Other expenses include all items of expense other than interest expense, the provision for credit losses, and income taxes. Noninterest expense for the first quarter of 2025 was $153.57 million, which was an increase of $12.83 million or 9.12% from the first quarter of 2024. This increase was due mainly to $11.31 million of merger-rated expenses incurred during the first quarter of 2025 from the Piedmont acquisition.
Employee compensation for the first quarter of 2025 increased $1.57 million or 2.65% when compared to the first quarter of 2024. The increase in employee compensation was due primarily due to $1.17 million in merger-related expenses and the additional employees from the Piedmont acquisition.
Employee benefits expense for the first quarter of 2025 decreased $1.38 million or 9.41% from the first quarter of 2024. This decrease was primarily due to a decline in expenses for postretirement benefits partially offset by an increase in health care insurance expense due to a higher amount of claims and the additional employees from the Piedmont acquisition.
Equipment expense for the first quarter of 2025 increased $1.73 million or 25.23% from the first quarter of 2024. This increase was due to higher equipment maintenance and depreciation expense.
Data processing expense for the first quarter of 2025 increased $992 thousand or 13.29% from the first quarter of 2024 due to increased processing from the Piedmont acquisition.
Mortgage servicing and impairment expense decreased $1.02 million or 100.00% due to the sale of the remaining loans serviced by United in 2024.
FDIC expense decreased $1.73 million or 25.23% from the first quarter of 2024 due to an additional assessment accrual of $1.81 million during the first quarter of 2024 resulting from the FDIC’s revised loss estimates to the Deposit Insurance Fund.
Other expense for the first quarter of 2025 increased $12.48 million or 39.06% from the first quarter of 2024. Within other expense, merger-related expenses increased $6.00 million and the expense for the reserve for unfunded commitments increased $3.45 million, which includes $4.06 million for the expense related to the reserve for the acquired unfunded loan commitments from Piedmont. In addition, consulting fees increased $2.73 million and the amortization of core deposit intangibles increased $1.43 million due mainly to the Piedmont acquisition.
74
On a linked-quarter basis, noninterest expense for the first quarter of 2025 increased $19.40 million or 14.46% from the fourth quarter of 2024. Generally, most general operating expenses for the first quarter of 2025 increased from the fourth quarter of 2024 due primarily to the added employees and branch offices from the Piedmont acquisition in addition to an increase in merger-related expense. In particular, employee compensation expense increased $2.52 million, $1.17 million of which was merger-related expense, net occupancy expense increased $1.53 million, equipment expense increased $1.11 million, data processing expense increased $1.02 million, and other expenses increased $13.12 million. Within other expense, merger-related expenses increased $4.74 million, the expense for the reserve for unfunded commitments increased $4.72 million, $4.06 million of which was for the expense related to the reserve for the acquired unfunded loan commitments from Piedmont, consulting fees increased $2.94 million and amortization expense for core deposit intangibles increased $1.43 million due mainly to the Piedmont acquisition.
Income Taxes
For the first quarter of 2025, income tax expense was $22.63 million as compared to $21.41 million for the first quarter of 2024. The increase of $1.22 million was primarily due to a higher effective tax rate partially offset by lower earnings. On a linked-quarter basis, income tax expense decreased $4.02 million primarily due to lower earnings and a lower effective tax rate. United’s effective tax rate was 21.16% for the first quarter of 2025, 19.78% for the first quarter of 2024 and 22.01% for the fourth quarter of 2024.
Liquidity and Capital Resources
In the opinion of management, United maintains liquidity that is sufficient to satisfy its depositors’ requirements and the credit needs of its customers. Like all banks, United depends upon its ability to renew maturing deposits and other liabilities on a daily basis and to acquire new funds in a variety of markets. A significant source of funds available to United is “core deposits”. Core deposits include certain demand deposits, statement and special savings and NOW accounts. These deposits are relatively stable, and they are the lowest cost source of funds available to United. Short-term borrowings have also been a significant source of funds. These include federal funds purchased and securities sold under agreements to repurchase as well as advances from the FHLB. Repurchase agreements represent funds which are obtained as the result of a competitive bidding process.
Liquid assets are cash and those items readily convertible to cash. All banks must maintain sufficient balances of cash and near-cash items to meet the day-to-day demands of customers and United’s cash needs. Other than cash and due from banks, the available for sale securities portfolio and maturing loans are the primary sources of liquidity.
The goal of liquidity management is to ensure the ability to access funding which enables United to efficiently satisfy the cash flow requirements of depositors and borrowers and meet United’s cash needs. Liquidity is managed by monitoring funds’ availability from a number of primary sources. Substantial funding is available from cash and cash equivalents, unused short-term borrowing and a geographically dispersed network of branches providing access to a diversified and substantial retail deposit market.
Short-term needs can be met through a wide array of outside sources such as correspondent and downstream correspondent federal funds and utilization of Federal Home Loan Bank advances.
Other sources of liquidity available to United to provide long-term as well as short-term funding alternatives, in addition to FHLB advances, are long-term certificates of deposit, lines of credit, borrowings that are secured by bank premises or stock of United’s subsidiaries and issuances of trust preferred securities. In the normal course of business, United through its Asset Liability Committee evaluates these as well as other alternative funding strategies that may be utilized to meet short-term and long-term funding needs.
During the first quarter of 2025, United increased its interest-bearing deposit balance at the FRB by $271.52 million to $2.24 billion. The change in the balance at the FRB was mostly the result of a $2.40 billion increase in total deposits and $94.26 million of net sales, maturities, and paydowns in the available for sale debt securities portfolio partially offset by a $10.20 million decrease in FHLB advances.
75
For the three months ended March 31, 2025, cash of $119.98 million was provided by operating activities due mainly to net income of $84.31 million. In addition, proceeds from the sale of mortgage loans in the secondary market exceeded originations by $18.20 million and the provision for loan losses was $29.10 million for the first quarter. Net cash of $18.67 million was used in investing activities which was primarily due to loan growth of $177.79 million partially offset by $83.41 million of net proceeds from sales of investment securities over purchases and $77.48 million in net cash received in the Piedmont acquisition. During the first three months of 2025, net cash of $216.63 million was provided by financing activities due primarily to growth of $297.21 million in deposits partially offset by cash dividends paid of $50.48 million, net acquisition of $20.35 million in treasury stock and the net repayment of $10.00 million in FHLB borrowings during the first quarter. The net effect of the cash flow activities was an increase in cash and cash equivalents of $317.94 million for the first three months of 2025.
At March 31, 2025, United had an unused borrowing amount at the FHLB of approximately $8.14 billion subject to delivery of collateral after certain trigger points, $4.29 billion without the delivery of additional collateral. United has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $280 million, all of which was available at March 31, 2025. At March 31, 2025, United’s borrowing capacity for the FRB Discount Window was $4.59 billion. United did not have any borrowings from the FRB’s Discount Window during the first quarter of 2025.
United anticipates it can meet its obligations over the next 12 months and has no material commitments for capital expenditures. United also has lines of credit available. See Notes 9 and 10 to the accompanying unaudited Notes to Consolidated Financial Statements for more details regarding the amounts available to United under lines of credit.
The Asset Liability Committee monitors liquidity to ascertain that a liquidity position within certain prescribed parameters is maintained. No changes are anticipated in the policies of United’s Asset Liability Committee.
United’s capital position is financially sound. United seeks to maintain a proper relationship between capital and total assets to support growth and sustain earnings. United has historically generated attractive returns on shareholders’ equity. United is well-capitalized based upon regulatory guidelines. United’s risk-based capital ratio is 15.69% at March 31, 2025 while its Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are 13.26%, 13.26% and 11.32%, respectively. The regulatory requirements for a well-capitalized financial institution are a risk-based capital ratio of 10.0%, a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8.0% and a leverage ratio of 5.0%.
Total shareholders’ equity was $5.31 billion at March 31, 2025, which was an increase of $321.23 million or 6.43% from December 31, 2024. This increase is primarily due to increases of $19.65 million and $261.29 million to common stock and surplus, respectively, related to the Piedmont acquisition and $30.97 million in retained earnings (net income less dividends declared). During the first quarter of 2025, United repurchased 567,405 shares of its common stock at an average price of $34.93 per share.
United’s equity to assets ratio was 16.21% at March 31, 2025 as compared to 16.63% at December 31, 2024. The primary capital ratio, capital and reserves to total assets and reserves, was 17.09% at March 31, 2025 as compared to 17.47% at December 31, 2024. United’s average equity to average asset ratio was 16.42% for the first quarter of 2025 as compared to 16.36% the first quarter of 2024. All of these financial measurements reflect a financially sound position.
During the first quarter of 2025, United’s Board of Directors declared a cash dividend of $0.37 per share. Total cash dividends declared were $53.34 million for the first quarter of 2025 which was an increase of $3.12 million or 6.22% from dividends declared of $50.21 million for the first quarter of 2024.
76
Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The objective of United’s Asset Liability Management function is to maintain consistent growth in net interest income within United’s policy guidelines. This objective is accomplished through the management of balance sheet liquidity and interest rate risk exposures due to changes in economic conditions, interest rate levels and customer preferences.
Interest Rate Risk
Management considers interest rate risk to be United’s most significant market risk. Interest rate risk is the exposure to adverse changes in United’s net interest income as a result of changes in interest rates. United’s earnings are largely dependent on the effective management of interest rate risk.
Management of interest rate risk focuses on maintaining consistent growth in net interest income within Board-approved policy limits. United’s Asset/Liability Management Committee (“ALCO”), which includes senior management representatives and reports to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of change to net interest income as a result of changes in interest rates. Policy established for interest rate risk is stated in terms of the change in net interest income over a one-year and two-year horizon given an immediate and sustained increase or decrease in interest rates. The current limits approved by the Board of Directors are structured on a staged basis with each stage requiring specific actions.
United employs a variety of measurement techniques to identify and manage its exposure to changing interest rates. One such technique utilizes an earnings simulation model to analyze the sensitivity of net interest income to movements in interest rates. The model is based on actual cash flows and repricing characteristics for on and off-balance sheet instruments and incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. The model also includes executive management projections for activity levels in product lines offered by United. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model. Rate scenarios could involve parallel or nonparallel shifts in the yield curve, depending on historical, current, and expected conditions, as well as the need to capture any material effects of explicit or embedded options. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management’s strategies.
Interest sensitive assets and liabilities are defined as those assets or liabilities that mature or are repriced within a designated time frame. The principal function of managing interest rate risk is to maintain an appropriate relationship between those assets and liabilities that are sensitive to changing market interest rates. The difference between rate sensitive assets and rate sensitive liabilities for specified periods of time is known as the “GAP.” Earnings-simulation analysis captures not only the potential of these interest sensitive assets and liabilities to mature or reprice, but also the probability that they will do so. Moreover, earnings-simulation analysis considers the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time. United closely monitors the sensitivity of its assets and liabilities on an on-going basis and projects the effect of various interest rate changes on its net interest margin.
The following table shows United’s estimated earnings sensitivity profile as of March 31, 2025 and December 31, 2024:
Change in Interest Rates (basis points) |
Percentage Change in Net Interest Income | |||||||
March 31, 2025 | December 31, 2024 | |||||||
+200 |
3.26 | % | 2.82 | % | ||||
+100 |
2.05 | % | 1.75 | % | ||||
-100 |
(0.24 | %) | 0.26 | % | ||||
-200 |
(0.41 | %) | 0.40 | % |
77
At March 31, 2025, given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by 2.05% over one year as compared to an increase by 1.75% at December 31, 2024. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated 3.26% over one year as of March 31, 2025, as compared to an increase of 2.82% as of December 31, 2024. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 0.24% over one year as of March 31, 2025 as compared to an increase of 0.26% over one year as of December 31, 2024. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 0.41% over one year as of March 31, 2025 as compared to an increase of 0.40% over one year as of December 31, 2024.
In addition to the one year earnings sensitivity analysis, a two-year analysis is also performed. Compared to the one year analysis, United is projected to show improved performance in year two within the upward rate shock scenarios. Given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by 4.09% in year two as of March 31, 2025. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated 7.03% in year two as of March 31, 2025. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 2.63% in year two as of March 31, 2025. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated 5.79% in year two as of March 31, 2025.
While it is unlikely market rates would immediately move 100 or 200 basis points upward or downward on a sustained basis, this is another tool used by management and the Board to gauge interest rate risk. All of these estimated changes in net interest income are and were within the policy guidelines established by the Board.
To further aid in interest rate management, United’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”). The use of FHLB advances provides United with a low risk means of matching maturities of earning assets and interest-bearing funds to achieve a desired interest rate spread over the life of the earning assets. In addition, United uses credit with large regional banks and trust preferred securities to provide funding.
As part of its interest rate risk management strategy, United may use derivative instruments to protect against adverse price or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives commonly consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. Interest rate swaps obligate two parties to exchange one or more payments generally calculated with reference to a fixed or variable rate of interest applied to the notional amount. United accounts for its derivative activities in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.”
Extension Risk
A key feature of most mortgage loans is the ability of the borrower to repay principal earlier than scheduled. This is called a prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, or foreclosure. In general, declining interest rates tend to increase prepayments, and rising interest rates tend to slow prepayments. Like other fixed-income securities, when interest rates rise, the value of mortgage- related securities generally declines. The rate of prepayments on underlying mortgages will affect the price and volatility of mortgage-related securities and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If interest rates rise, United’s holdings of mortgage-related securities may experience reduced returns if the borrowers of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as extension risk.
78
At March 31, 2025, United’s mortgage related securities portfolio had an amortized cost of $1.8 billion, of which approximately $828.1 million or 46% were fixed rate collateralized mortgage obligations (“CMOs”). These fixed rate CMOs consisted primarily of planned amortization class (PACs), sequential-pay and accretion directed (“VADMs”) bonds having an average life of approximately 4.8 years and a weighted average yield of 2.84%, under current projected prepayment assumptions. These securities are expected to have moderate extension risk in a rising rate environment. Current models show that given an immediate, sustained upward shock of 300 basis points, the average life of these securities would only extend to 6.6 years. The projected price decline of the fixed rate CMO portfolio in rates up 300 basis points would be 15.6%, or less than the price decline of a 7- year treasury note. By comparison, the price decline of a 30-year 5.5% current coupon mortgage backed security (“MBS”) in rates higher by 300 basis points would be approximately 19.1%.
United had approximately $362.4 million in fixed rate Commercial mortgage backed Securities (CMBS) with a projected yield of 1.87% and a projected average life of 4.5 years on March 31, 2025. This portfolio consisted primarily of Freddie Mac Multifamily K securities and Fannie Mae Delegated Underwriting and Servicing (“DUS”) securities with a weighted average maturity (“WAM”) of 8.4 years.
United had approximately $22.3 million in 15-year mortgage backed securities with a projected yield of 4.02% and a projected average life of 4 years as of March 31, 2025. This portfolio consisted of seasoned 15-year mortgage paper with a weighted average loan age (“WALA”) of 5.3 years and a weighted average maturity (“WAM”) of 9.9 years.
United had approximately $317.5 million in 20-year mortgage backed securities with a projected yield of 2.14% and a projected average life of 6 years on March 31, 2025. This portfolio consisted of seasoned 20-year mortgage paper with a WALA of 4 years and a WAM of 15.7 years.
United had approximately $230.7 million in 30-year mortgage backed securities with a projected yield of 3.95% and a projected average life of 7.6 years on March 31, 2025. This portfolio consisted of seasoned 30-year mortgage paper with a WALA of 5.3 years and a WAM of 22.7 years.
The remaining 3% of the mortgage related securities portfolio on March 31, 2025, included floating rate CMO, CMBS and mortgage backed securities.
Item 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025, an evaluation was performed under the supervision of and with the participation of United’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of United’s disclosure controls and procedures. Based on that evaluation, United’s management, including the CEO and CFO, concluded that United’s disclosure controls and procedures as of March 31, 2025 were effective in ensuring that information required to be disclosed in the Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time period required by the Securities and Exchange Commission’s rules and forms.
Limitations on the Effectiveness of Controls
United’s management, including the CEO and CFO, does not expect that United’s disclosure controls and internal controls will prevent all errors and fraud. While United’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
79
Changes in Internal Controls
There have been no changes in United’s internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025, or in other factors that have materially affected or are reasonably likely to materially affect United’s internal control over financial reporting.
80
PART II - OTHER INFORMATION
Item 1. | LEGAL PROCEEDINGS |
United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.
Item 1A. | RISK FACTORS |
In addition to the other information set forth in this report, please refer to United’s Annual Report on Form 10-K for the year ended December 31, 2024 for disclosures with respect to United’s risk factors which could materially affect United’s business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks facing United. Additional risks and uncertainties not currently known to United or that United currently deems to be immaterial also may materially adversely affect United’s business, financial condition and/or operating results.
Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
There have been no United equity securities sales during the quarter ended March 31, 2025 that were not registered. The table below includes certain information regarding United’s purchase of its common shares during the quarter ended March 31, 2025:
Period |
Total Number of Shares Purchased (1) (2) |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans (3) |
Maximum Number of Shares that May Yet be Purchased Under the Plans (3) |
||||||||||||
1/01 – 1/31/2025 |
0 | $ | 00.00 | 0 | 4,371,239 | |||||||||||
2/01 – 2/28/2025 |
14,919 | $ | 35.54 | 0 | 4,371,239 | |||||||||||
3/01 – 3/31/2025 |
567,405 | $ | 34.93 | 567,405 | 3,803,834 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
582,324 | $ | 34.94 | 567,405 | ||||||||||||
|
|
|
|
|
|
(1) | Includes shares exchanged in connection with the exercise of stock options or the vesting of restricted stock under United’s long-term incentive plans. Shares are purchased pursuant to the terms of the applicable plan and not pursuant to a publicly announced stock repurchase plan. For the quarter ended March 31, 2025 – 14,914 shares were exchanged by participants in United’s long-term incentive plans at an average price of $35.54. |
(2) | Includes shares purchased in open market transactions by United for a rabbi trust to provide payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. For the quarter ended March 31, 2025, the following shares were purchased for the deferred compensation plan: February 2025 – 5 shares at an average price of $37.00. |
(3) | In May of 2022, United’s Board of Directors approved a repurchase plan to repurchase up to 4,750,000 shares of United’s common stock on the open market (the “2022 Plan”). The timing, price and quantity of purchases under the plan is at the discretion of management and the plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances. |
81
Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
Item 4. |
MINE SAFETY DISCLOSURES |
Item 5. |
OTHER INFORMATION |
(a) | None. |
(b) |
No changes were made to the procedures by which security holders may recommend nominees to United’s Board of Directors. |
(c) |
United’s directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of United’s shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Securities Exchange Act of 1934, as amended. During the quarter ended March 31, 2025, 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as each term is defined in Rule 408(e) of Regulation S-K. |
Item 6. |
EXHIBITS |
Exhibit No. |
Description | |
2.1 |
||
3.1 |
||
3.2 |
||
4.1 |
||
31.1 |
||
31.2 |
||
32.1 |
||
32.2 |
||
101 |
Interactive data file (inline XBRL) (filed herewith) | |
104 |
Cover Page (embedded in inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED BANKSHARES, INC. | ||||||
(Registrant) | ||||||
Date: May 9, 2025 | /s/ Richard M. Adams, Jr. | |||||
Name: | Richard M. Adams, Jr. | |||||
Title: | Chief Executive Officer | |||||
Date: May 9, 2025 | /s/ W. Mark Tatterson | |||||
Name: | W. Mark Tatterson | |||||
Title: | Chief Financial Officer |
83