Management Change/Compensation - Form 425

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

		UNITED BANKSHARES, INC.
Date: May 10, 2024			By:		/s/ W. Mark Tatterson
			W. Mark Tatterson, Executive Vice President and Chief Financial Officer

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

dated as of May 9, 2024

by and between

UNITED BANKSHARES, INC.

and

PIEDMONT BANCORP, INC.

TABLE OF CONTENTS

Page

ARTICLE I Certain Definitions			1
		1.01		Certain Definitions			1
ARTICLE II The Merger			9
	2.01		The Merger			9
	2.02		Effective Date and Effective Time			10
	2.03		Tax Consequences			10
ARTICLE III The Bank Merger			10
	3.01		The Bank Merger			10
	3.02		Effective Date and Effective Time			11
ARTICLE IV Consideration; Exchange Procedures			11
	4.01		Merger Consideration			11
	4.02		Rights as Shareholders; Stock Transfers			11
	4.03		Fractional Shares			11
	4.04		Exchange Procedures			12
	4.05		Anti-Dilution Provisions			13
	4.06		Equity-Based Awards			14
	4.07		Withholding Rights			15
	4.08		Appraisal Rights			16
ARTICLE V Actions Pending the Effective Time			16
	5.01		Forbearances of Piedmont			16
	5.02		Forbearances of United			19
ARTICLE VI Representations and Warranties			19
	6.01		Disclosure Schedules			19
	6.02		Standard			20
	6.03		Representations and Warranties of Piedmont			20
	6.04		Representations and Warranties of United			37
ARTICLE VII Covenants			47
	7.01		Reasonable Best Efforts			47
	7.02		Shareholder Approval			47
	7.03		Registration Statement			48
	7.04		Access; Information			49
	7.05		Acquisition Proposals			50
	7.06		Takeover Laws			52
	7.07		Regulatory Applications			52
	7.08		Indemnification			54
	7.09		Benefit Plans			55
	7.10		Notification of Certain Matters			56

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	7.11		Compliance with Laws			56
		7.12		Operating Functions			57
	7.13		Shareholder Litigation			57
	7.14		Dividends			57
	7.15		Divestiture of Investment			57
ARTICLE VIII Conditions to Consummation of the Merger			58
	8.01		Conditions to Each Party's Obligation to Effect the Merger			58
	8.02		Conditions to Obligation of Piedmont			58
	8.03		Conditions to Obligation of United			59
ARTICLE IX Termination			59
	9.01		Termination			59
	9.02		Effect of Termination and Abandonment			62
	9.03		Fees and Expenses			62
ARTICLE X Miscellaneous			63
	10.01		Survival			63
	10.02		Waiver; Amendment			63
	10.03		Assignment			64
	10.04		Counterparts			64
	10.05		Governing Law			64
	10.06		Expenses			64
	10.07		Notices			64
	10.08		Entire Understanding; No Third-Party Beneficiaries			65
	10.09		Severability			66
	10.10		Interpretation; Effect			66
	10.11		Publicity			66
	10.12		Confidential Supervisory Material			66
	10.13		Enforcement of this Agreement			67

Exhibit A		Bank Merger Agreement and Plan of Merger
Exhibit B		Form of Piedmont Support Agreement

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AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2024 (this "Agreement"), by and between PIEDMONT BANCORP, INC. ("Piedmont") and UNITED BANKSHARES, INC. ("United").

RECITALS

A. Piedmont. Piedmont is a Georgia corporation, having its principal place of business in Peachtree Corners, Georgia.

B. United. United is a West Virginia corporation, having its principal place of business in Charleston, West Virginia.

C. Intentions of the Parties. It is the intention of the parties to this Agreement that the business combination contemplated hereby be treated as a "reorganization" under Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is intended to be adopted as a "plan of reorganization" for purposes of Sections 354 and 361 of the Code.

D. Board Action. The respective Boards of Directors of each of United and Piedmont have determined that it is in the best interests of their respective companies and their shareholders to consummate the strategic business combination transaction provided for herein.

E. Support Agreements. Each of the directors of Piedmont and Piedmont Bank in office and who owns shares of Piedmont Common Stock as of the date of this Agreement has, concurrently with the execution of this Agreement, entered into a Support Agreement in substantially the form attached hereto as Exhibit B.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Certain Definitions

1.01Certain Definitions.The following terms are used in this Agreement with the meanings set forth below:

"Acquisition Proposal" means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Piedmont or any of its Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Piedmont or any of its Significant Subsidiaries, other than the transactions contemplated by this Agreement.

"Additional Cash Payment Per Share" has the meaning set forth in Section 9.01(g)(i).

"Agreement" has the meaning set forth in the preamble to this Agreement.

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"ALLL" has the meaning set forth in Section 6.03(w).

"Applicable Requirements" has the meaning set forth in Section 6.03(bb)(vi)(A).

"Average Index Price" has the meaning set forth in Section 9.01(g)(ii).

"Average United Closing Price" means the volume-weighted average of the closing sales price on Nasdaq of United Common Stock for the 10 full trading days ending on the second trading day immediately preceding the Effective Date.

"Average United Stock Price" has the meaning set forth in Section 9.01(g)(ii).

"Bank Merger" has the meaning set forth in Section 3.01(a).

"Bank Merger Agreement" means the Bank Merger Agreement and Plan of Merger of Piedmont Bank with and into United Bank, attached as Exhibit A.

"Book-Entry Shares" has the meaning set forth in Section 4.04(a).

"Code" has the meaning set forth in the recitals.

"Community Reinvestment Act" has the meaning set forth in Section 6.03(j)(vi).

"Compensation and Benefit Plans" has the meaning set forth in Section 6.03(m)(i).

"Confidentiality Agreement" has the meaning set forth in Section 7.04(d).

"Consultants" has the meaning set forth in Section 6.03(m)(i).

"Contract" means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business.

"Costs" has the meaning set forth in Section 7.08(a).

"Deferred Compensation Plan" has the meaning set forth in Section 6.03(m)(xi).

"Derivative Transaction" means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

"Determination Date" has the meaning set forth in Section 9.01(g)(ii).

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"Directors" has the meaning set forth in Section 6.03(m)(i).

"Disclosure Schedule" has the meaning set forth in Section 6.01.

"Dissenting Shares" has the meaning set forth in Section 4.08(a).

"DOL" means the United States Department of Labor.

"Effective Date" has the meaning set forth in Section 2.02.

"Effective Time" has the meaning set forth in Section 2.02.

"Employees" has the meaning set forth in Section 6.03(m)(i).

"Environmental Laws" means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" has the meaning set forth in Section 6.03(m)(iii).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Exchange Agent" means Computershare Limited.

"Exchange Fund" has the meaning set forth in Section 4.04(a).

"Exchange Ratio" has the meaning set forth in Section 4.01(a).

"Fannie Mae" has the meaning set forth in Section 6.03(bb)(i)(A).

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System.

"FDIA" has the meaning set forth in Section 6.03(j)(vi).

"Fraud" has the meaning set forth in Section 9.02.

"Freddie Mac" has the meaning set forth in Section 6.03(bb)(i)(A).

"GAAP" means United States generally accepted accounting principles as in effect from time to time, consistently applied.

"GBCA" means the Georgia Business Corporations Act, as amended.

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"GCD" means the Georgia Corporations Division of the Georgia Secretary of State.

"GDBF" means the Georgia Department of Banking and Finance.

"Ginnie Mae" has the meaning set forth in Section 6.03(bb)(i)(A).

"Governmental Authority" means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality.

"Indemnified Party" has the meaning set forth in Section 7.08(a).

"Index" has the meaning set forth in Section 9.01(g)(ii).

"Index Price" has the meaning set forth in Section 9.01(g)(ii).

"Index Ratio" has the meaning set forth in Section 9.01(g)(i).

"Insurance Amount" has the meaning set forth in Section 7.08(c).

"Investment Advisers Act" has the meaning set forth in Section 6.03(aa).

"IRS" has the meaning set forth in Section 6.03(j)(v).

"knowledge" has the meaning set forth in Section 6.02.

"law" means any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person, its assets, liabilities or business, including those promulgated, interpreted or enforced by any Governmental Authority.

"Lien" means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance.

"Material Adverse Effect" means, with respect to United or Piedmont, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the aggregate, (i) is material and adverse to the financial position, results of operations or business of United and its Subsidiaries taken as a whole or Piedmont and its Subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either United or Piedmont to perform its respective obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided that Material Adverse Effect shall not include the impact of (a) changes in tax, banking and similar laws of general applicability or interpretations thereof by courts or Governmental Authorities, except to the extent that such changes have a disproportionate impact on United or Piedmont, as the case may be, relative to the overall effects on the banking industry, (b) changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, except to the extent that such changes have a disproportionate impact on United or Piedmont, as the case may be, relative to the overall effects on the banking industry, (c) changes in economic conditions affecting financial institutions generally, including changes in market interest rates, credit availability and

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liquidity, and price levels or trading volumes in securities markets except to the extent that such changes have a disproportionate impact on United or Piedmont, as the case may be, relative to the overall effects on the banking industry, (d) any modifications or changes to valuation policies and practices in connection with the Merger in accordance with GAAP, (e) actions and omissions of United or Piedmont taken with the prior written consent of the other in contemplation of the transactions contemplated hereby, (f) any outbreak or escalation of hostilities or war (whether or not declared) or any act of terrorism, any earthquakes, hurricanes, tornados or other natural disasters, or any national or global epidemic, pandemic or disease outbreak, or the material worsening of such conditions threatened or existing as of the date of this Agreement, (g) failure of United or Piedmont to meet any internal financial forecasts or any earnings projections (whether made by United or Piedmont or any other Person, and it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect), (h) the public disclosure of this Agreement and the impact thereof on relationships with customers or employees, or (i) the effects of compliance with this Agreement on the operating performance of the parties, including, expenses incurred by the parties in consummating the transactions contemplated by this Agreement.

"Materially Burdensome Regulatory Condition" has the meaning set forth in Section 7.07(a).

"Merger" has the meaning set forth in Section 2.01(a).

"Merger Consideration" has the meaning set forth in Section 4.01(a).

"Mortgage Loans" has the meaning set forth in Section 6.03(bb)(vi)(E).

"Mortgage Servicing Rights" has the meaning set forth in Section 6.03(bb)(vi)(F).

"Nasdaq" means The NASDAQ Stock Market, Inc.'s Global Select Market.

"Notice Period" has the meaning set forth in Section 7.05(e).

"Notice of Superior Proposal" has the meaning set forth in Section 7.05(e).

"Old Certificates" has the meaning set forth in Section 4.04(a).

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Plan" has the meaning set forth in Section 6.03(m)(ii).

"Permitted Liens" has the meaning set forth in Section 6.03(x).

"Person" means any individual, bank, corporation, limited liability company, partnership, association, joint-stock company, business or other trust or unincorporated organization.

"Piedmont" has the meaning set forth in the preamble to this Agreement.

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"Piedmont Acquired Mortgage Loan" has the meaning set forth in Section 6.03(bb)(vi)(B).

"Piedmont Articles" means the Articles of Incorporation of Piedmont, as amended.

"Piedmont Bank" means The Piedmont Bank, a bank chartered under the laws of the State of Georgia and a wholly owned direct subsidiary of Piedmont.

"Piedmont Board" means the Board of Directors of Piedmont.

"Piedmont Board Recommendation" has the meaning set forth in Section 7.02(b).

"Piedmont Bylaws" means the Bylaws of Piedmont, as amended.

"Piedmont Common Stock" means the common stock, par value $0.01 per share, of Piedmont.

"Piedmont Financial Statements" means (i) the audited consolidated financial statements (including related notes and schedules, if any) of Piedmont for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, and the unaudited financial statement highlights of Piedmont for the quarter ended March 31, 2024 (including related notes and schedules, if any, and subject, to year-end audit adjustments normal in nature and amount), and (ii) each Consolidated Reports of Condition and Income (FFIEC Form 041) of Piedmont Bank (or any successor form of the Federal Financial Institutions Examination Council) with respect to the years ended December 31, 2023, December 31, 2022, and December 31, 2021 and the quarter ended March 31, 2024.

"Piedmont Loans" means any written loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, guarantees and interest-bearing assets) to which Piedmont Bank is party as a creditor.

"Piedmont Meeting" has the meaning set forth in Section 7.02(a).

"Piedmont Owned Mortgage Loan" has the meaning set forth in Section 6.03(bb)(vi)(C).

"Piedmont Series A Preferred Stock" has the meaning set forth in Section 6.03(b).

"Piedmont Serviced Mortgage Loan" has the meaning set forth in Section 6.03(bb)(vi)(D).

"Piedmont Stock Award" has the meaning set forth in Section 4.06(c).

"Piedmont Stock Option" has the meaning set forth in Section 4.06(a).

"Piedmont Stock Plan" has the meaning set forth in Section 4.06(a).

"Piedmont Stock Warrant" has the meaning set forth in Section 4.06(b).

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"Piedmont Systems" has the meaning set forth in Section 6.03(z)(i).

"Previously Disclosed" by a party shall mean information set forth in its Disclosure Schedule or, with respect to United, information set forth in United's SEC Documents.

"Proxy Statement" has the meaning set forth in Section 7.03(a).

"Recommendation Change" has the meaning set forth in Section 7.05(d).

"Registration Statement" has the meaning set forth in Section 7.03(a).

"Regulatory Authority" and "Regulatory Authorities" each has the meaning set forth in Section 6.03(i)(i).

"Regulatory Communication" has the meaning set forth in Section 7.07(a).

"Requisite Piedmont Vote" has the meaning set forth in Section 6.03(e).

"Rights" means, with respect to any Person, securities, agreements, plans (including any employee stock purchase plans, dividend reinvestment plans or other equity plans) or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such Person.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

"SERP" has the meaning set forth in Section 6.03(m)(xi).

"Servicing Agreement" has the meaning set forth in Section 6.03(bb)(vi)(G).

"Starting Date" has the meaning set forth in Section 9.01(g)(ii).

"Starting Price" has the meaning set forth in Section 9.01(g)(ii).

"Subservicer" has the meaning set forth in Section 6.03(bb)(vi)(H).

"Subsidiary" and "Significant Subsidiary", including the plural versions of such terms, have the meanings ascribed to them in Rule 1-02(x) and Rule 1-02(w), respectively, of Regulation S-X of the SEC.

"Superior Proposal" has the meaning set forth in Section 7.05(b).

"Surviving Entity" has the meaning set forth in Section 2.01(a).

"Takeover Laws" has the meaning set forth in Section 6.03(o).

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"Tax" and "Taxes" means all federal, state, local or foreign taxes, charges, fees, levies or other assessments in the nature of a tax, however denominated, including, without limitation, all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges in the nature of a tax, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority with respect thereto.

"Tax Returns" means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax.

"Termination Fee" has the meaning set forth in Section 9.03(a).

"United" has the meaning set forth in the preamble to this Agreement.

"United Articles" means the Articles of Incorporation, as amended, of United.

"United Bank" means United Bank, a commercial bank chartered under the laws of the Commonwealth of Virginia.

"United Board" means the Board of Directors of United.

"United Book-Entry Shares" has the meaning set forth in Section 4.04(a).

"United Bylaws" means the Bylaws of United, as amended.

"United Common Stock" means the common stock, par value $2.50 per share, of United.

"United Compensation and Benefit Plans" has the meaning set forth in Section 6.04(l)(i).

"United ERISA Affiliate" has the meaning set forth in Section 6.04(l)(ii).

"United ERISA Affiliate Plan" has the meaning set forth in Section 6.04(l)(ii).

"United Pension Plan" has the meaning set forth in Section 6.04(l)(i).

"United Preferred Stock" has the meaning set forth in Section 6.04(b)(i).

"United Ratio" has the meaning set forth in Section 9.01(g)(i).

"United's SEC Documents" has the meaning set forth in Section 6.04(g)(i).

"United Systems" has the meaning set forth in Section 6.04(p)(i).

"VBFI" means the Virginia Bureau of Financial Institutions.

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"VSCA" means the Virginia Stock Corporation Act, as amended.

"VSCC" means the State Corporation Commission of the Commonwealth of Virginia.

"Walton Funding" means Walton Funding LLC, a Florida limited liability company act, of which Piedmont Bank holds a 30% membership interest.

"Willful Breach" has the meaning set forth in Section 9.02.

"WVBCA" means the West Virginia Business Corporation Act, as amended.

"WVSOS" means the Secretary of State of the State of West Virginia.

ARTICLE II

The Merger