10q10k10q10k.net

What changed in UNITED BANCORP INC /OH/'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of UNITED BANCORP INC /OH/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+29 added−33 removedSource: 10-K (2026-03-18) vs 10-K (2025-03-14)

Top changes in UNITED BANCORP INC /OH/'s 2025 10-K

29 paragraphs added · 33 removed · 23 edited across 1 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

23 edited+6 added−10 removed32 unchanged
Biggest change(6) 10.10 United Bancorp, Inc. 2008 Stock Incentive Plan (8) 10.11 United Bancorp, Inc. 2018 Stock Incentive Plan (10) 10.12 Form of Subordinated Note Purchase Agreement, dated May 14, 2019, by and among United Bancorp, Inc. and the Purchasers (12) 13 2024 Annual Report 19 ​ Insider Trading Policies and Procedures ​ ​ ​ 21 Subsidiaries of the Registrant 23 Consent of Independent Registered Public Accounting Firms 31.1 Rule 13a-14(a) Certification – CEO 31.2 Rule 13a-14(a) Certification – CFO 32.1 Section 1350 Certification – CEO ​ ​ ​ 32.2 Section 1350 Certification – CFO ​ ​ ​ 97 ​ Clawback Policy (13) 101 The following materials from United Bancorp, Inc. on Form 10-K for the year ended December 31, 2024, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ (1) Incorporated by reference to Appendix B to the registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2001. ​ ​ ​ ​ (2) Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2016 ​ ​ ​ ​ (3) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 27, 2003. ​ ​ ​ ​ (4) Incorporated by reference to Exhibit 4 to registrant’s 10-K filed with the Securities and Exchange Commission on March 20, 2020. ​ ​ ​ ​ (5) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 29, 2004. ​ ​ ​ ​ (6) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchanges Commission on March 30, 2006. ​ ​ ​ ​ (7) Not used. ​ ​ ​ ​ (8) Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commission on April 22, 2008. ​ ​ ​ ​ (9) Incorporated by reference to Exhibit 10.10 to the registant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2014 ​ ​ ​ ​ (10) Incorporated by reference to Exhibit 10.1 to the registant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2018 ​ ​ ​ ​ (11) Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2019. ​ ​ ​ ​ (12) Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2019. ​ ​ ​ ​ ​ (13) Incorporated by reference to Exhibit 97 to the registant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2024 ​ ​ ​ ​ ​ ​ ​ ​ United Bancorp Inc.
Biggest change(6) 10.10 United Bancorp, Inc. 2008 Stock Incentive Plan (8) 10.11 United Bancorp, Inc. 2018 Stock Incentive Plan (10) 10.12 Form of Subordinated Note Purchase Agreement, dated May 14, 2019, by and among United Bancorp, Inc. and the Purchasers (12) 13 2025 Annual Report 19 ​ Insider Trading Policies and Procedures (15) ​ ​ ​ 21 Subsidiaries of the Registrant 23 Consent of Independent Registered Public Accounting Firms 31.1 Rule 13a-14(a) Certification – CEO 31.2 Rule 13a-14(a) Certification – CFO 32.1 Section 1350 Certification – CEO ​ ​ ​ 32.2 Section 1350 Certification – CFO ​ ​ ​ 97 ​ Clawback Policy (13) 101 The following materials from United Bancorp, Inc. on Form 10-K for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ (1) Incorporated by reference to Appendix B to the registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2001. ​ ​ ​ ​ (2) Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2016 ​ ​ ​ ​ (3) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 27, 2003. ​ ​ ​ ​ (4) Incorporated by reference to Exhibit 4 to registrant’s 10-K filed with the Securities and Exchange Commission on March 20, 2020. ​ ​ ​ ​ (5) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 29, 2004. ​ ​ ​ ​ (6) Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchanges Commission on March 30, 2006. ​ ​ ​ ​ (7) Not used. ​ ​ ​ ​ (8) Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commission on April 22, 2008. ​ ​ ​ ​ (9) Incorporated by reference to Exhibit 10.10 to the registant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2014 ​ ​ ​ ​ (10) Incorporated by reference to Exhibit 10.1 to the registant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2018 ​ ​ ​ ​ (11) Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2019. ​ ​ ​ ​ (12) Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2019. ​ ​ ​ ​ ​ (13) Incorporated by reference to Exhibit 97 to the registant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2024 ​ ​ ​ ​ ​ (14) Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commision on May 19, 2014. ​ ​ ​ ​ ​ (15) Incorporated by reference to Exhibit 19 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commision on March 14, 2025 ​ ​ ​ ​ ​ ​ ​ ​ United Bancorp Inc.
Refer to Note 1 in the Notes to the Consolidated Financial Statements for further information. ​ Item 7A Quantitative and Qualitative Disclosures About Market Risk Smaller Reporting Companies are not required to provide this disclosure. ​ Item 8 Financial Statements and Supplementary Data Refer to the Report of the Company’s Independent Registered Public Accounting Firm and the related audited financial statements and notes thereto contained in the 2024 Annual Report To Shareholders filed herewith as Exhibit 13, which items are incorporated herein by reference. ​ ​ ​ ​ ​ Item 9 Changes In and Disagreements with Accountants None ​ Item 9A Controls and Procedures The Company, under the supervision, and with the participation, of its management and its outsourced internal audit firm Greenestock Consulting LLC, including the Company’s principal executive and principal financial officers, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2024, pursuant to the requirements of Exchange Act Rule 13a-15.
Refer to Note 1 in the Notes to the Consolidated Financial Statements for further information. ​ Item 7A Quantitative and Qualitative Disclosures About Market Risk Smaller Reporting Companies are not required to provide this disclosure. ​ Item 8 Financial Statements and Supplementary Data Refer to the Report of the Company’s Independent Registered Public Accounting Firm and the related audited financial statements and notes thereto contained in the 2025 Annual Report To Shareholders filed herewith as Exhibit 13, which items are incorporated herein by reference. ​ ​ ​ ​ ​ Item 9 Changes In and Disagreements with Accountants None ​ Item 9A Controls and Procedures The Company, under the supervision, and with the participation, of its management and its outsourced internal audit firm Greenestock Consulting LLC, including the Company’s principal executive and principal financial officers, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2025, pursuant to the requirements of Exchange Act Rule 13a-15.
The properties are unencumbered by any mortgage or security interest and are, in management’s opinion, adequately insured. ​ Item 3 Legal Proceedings There are no material legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company or its subsidiary is a party or to which any of its property is subject. ​ Item 4 Mine Safety Disclosures Not applicable. ​ ​ ​ PART II Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Refer to Page 9, “Shareholder Information” of the 2024 Annual Report To Shareholders filed herewith as Exhibit 13 and refer to Page 31, Note 1 of the Notes to the Consolidated Financial Statements of the Company in the 2024 Annual Report To Shareholders for common stock trading ranges, cash dividends declared and information relating to dividend restrictions, which information is incorporated herein by reference.
The properties are unencumbered by any mortgage or security interest and are, in management’s opinion, adequately insured. ​ Item 3 Legal Proceedings There are no material legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company or its subsidiary is a party or to which any of its property is subject. ​ Item 4 Mine Safety Disclosures Not applicable. ​ ​ ​ PART II Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Refer to Page 9, “Shareholder Information” of the 2025 Annual Report To Shareholders filed herewith as Exhibit 13 and refer to Page 31, Note 1 of the Notes to the Consolidated Financial Statements of the Company in the 2025 Annual Report To Shareholders for common stock trading ranges, cash dividends declared and information relating to dividend restrictions, which information is incorporated herein by reference.
Additional disclosure regarding dividend restrictions is also included under Part I, Item 1 of this 10-K in the section captioned “Supervision and Regulation.” ISSUER PURCHASES OF EQUITY SECURITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ (d) ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Maximum Number ​ ​ ​ ​ ​ ​ ​ Shares (or Units) ​ (or Approximate Dollar Value) of ​ ​ (a) ​ (b) ​ Purchased as Part ​ Shares (or Units) ​ ​ Total Number of ​ Average Price ​ of Publicly ​ that May Yet Be ​ ​ Shares (or Units) ​ Paid per Share ​ Announced Plans ​ Purchased Under the Period Purchased ​ (or Unit) or Programs Plans or Programs Month #l 10/1/2024 to 10/31/2024 ​ — ​ $ — ​ — ​ — Month #2 11/1/2024 to 11/30/2024 — ​ ​ — — — Month #3 12/1/2024 to 12/31/2024 — ​ — — — Total — ​ $ — — — ​ Unregistered Sales of Equity Securities and Use of Proceeds The Company adopted the United Bancorp, Inc.
Additional disclosure regarding dividend restrictions is also included under Part I, Item 1 of this 10-K in the section captioned “Supervision and Regulation.” ISSUER PURCHASES OF EQUITY SECURITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ (d) ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Maximum Number ​ ​ ​ ​ ​ ​ ​ Shares (or Units) ​ (or Approximate Dollar Value) of ​ ​ (a) ​ (b) ​ Purchased as Part ​ Shares (or Units) ​ ​ Total Number of ​ Average Price ​ of Publicly ​ that May Yet Be ​ ​ Shares (or Units) ​ Paid per Share ​ Announced Plans ​ Purchased Under the Period ​ ​ ​ Purchased ​ (or Unit) ​ ​ ​ or Programs ​ ​ ​ Plans or Programs Month #l 10/1/2025 to 10/31/2025 ​ — ​ $ — ​ — ​ — Month #2 11/1/2025 to 11/30/2025 — ​ ​ — — — Month #3 12/1/2025 to 12/31/2025 — ​ — — — Total — ​ $ — — — ​ Unregistered Sales of Equity Securities and Use of Proceeds The Company adopted the United Bancorp, Inc.
Greenwood Change in Control agreement (3) 10.2 Scott A. Everson Change in Control Agreement (3) 10.3 Matthew F. Branstetter Change in Control Agreement (3) 10.4 United Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan, covering Messrs. Glessner, Hoopingarner, and Riesbeck. (5) 10.5 United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life Insurance Plan, covering, Scott A.
Greenwood Change in Control agreement (3) 10.2 Scott A. Everson Change in Control Agreement (3) 10.3 Matthew F. Branstetter Change in Control Agreement (14) 10.4 United Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan, covering Messrs. Glessner, Hoopingarner, and Riesbeck. (5) 10.5 United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life Insurance Plan, covering, Scott A.
Consolidated Balance Sheets December 31, 2024 and 2023 Consolidated Statements of Income Years Ended December 31, 2024 and 2023 Consolidated Statements of Comprehensive Income Years Ended December 31, 2024 and 2023 Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2024 and 2023 Consolidated Statements of Cash Flows Years Ended December 31, 2024 and 2023 Notes to Consolidated Financial Statements December 31, 2024 and 2023 Report of Independent Registered Public Accounting Firm (PCAOB ID 74) ​ ​ ​ ​ Exhibits ​ Exhibit Number Exhibit Description 3.1 Amended Articles of Incorporation (1) 3.2 Amended and Restated Code of Regulations (2) 4.1 Description of Registrant’s Common Stock(4) 4.2 Forms of 6.00% Fixed to Floating Rate Subordinated Note due May 15, 2029 (11) 10.1 Randall M.
Consolidated Balance Sheets December 31, 2025 and 2024 Consolidated Statements of Income Years Ended December 31, 2025 and 2024 Consolidated Statements of Comprehensive Income Years Ended December 31, 2025 and 2024 Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows Years Ended December 31, 2025 and 2024 Notes to Consolidated Financial Statements December 31, 2025 and 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID 74) ​ ​ ​ ​ Exhibits ​ Exhibit Number ​ ​ ​ Exhibit Description 3.1 Amended Articles of Incorporation (1) 3.2 Amended and Restated Code of Regulations (2) 4.1 Description of Registrant’s Common Stock(4) 4.2 Forms of 6.00% Fixed to Floating Rate Subordinated Note due May 15, 2029 (11) 10.1 Randall M.
The shares allocated to participant accounts under the Plan have not been registered under the Securities Act of 1933 in reliance upon the exemption provided by Section 4(a)(2) thereof. ​ Item 6 [Reserved] Not Applicable ​ Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Refer to Pages 10-22, “Management’s Discussion and Analysis” of the 2024 Annual Report To Shareholders filed herewith as Exhibit 13, which section is incorporated herein by reference.
The shares allocated to participant accounts under the Plan have not been registered under the Securities Act of 1933 in reliance upon the exemption provided by Section 4(a)(2) thereof. ​ Item 6 [Reserved] Not Applicable ​ Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Refer to Pages 10-22, “Management’s Discussion and Analysis” of the 2025 Annual Report To Shareholders filed herewith as Exhibit 13, which section is incorporated herein by reference.
Upon termination of service, the aggregate number of shares credited to the participant’s account are distributed to him or her along with any cash proceeds credited to the account which have not yet been invested in the Company’s stock. During the quarter ended December 31, 2024, the Plan purchased no shares for allocation to participant accounts.
Upon termination of service, the aggregate number of shares credited to the participant’s account are distributed to him or her along with any cash proceeds credited to the account which have not yet been invested in the Company’s stock. During the quarter ended December 31, 2025, the Plan purchased no shares for allocation to participant accounts.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
For a comparison of results of operations between 2024 and 2023, see “Management’s Discussion and Analysis” in the 2023 Annual Report To Shareholders filed as Exhibit 13 to the Company’s annual report on 10-K for 2023.
For a comparison of results of operations between 2025 and 2024, see “Management’s Discussion and Analysis” in the 2024 Annual Report To Shareholders filed as Exhibit 13 to the Company’s annual report on 10-K for 2024.
The following table is a disclosure of securities authorized for issuance under equity compensation plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Compensation Plan Information December 31, 2024 ​ ​ ​ ​ ​ ​ ​ Number of securities remaining ​ ​ Number of securities to be ​ ​ ​ ​ available for future issuance ​ ​ issued upon exercise of ​ Weighted-average exercise ​ under equity compensation ​ ​ outstanding options, warrants ​ price of outstanding options, ​ plans (excluding securities ​ and rights warrants and rights reflected in column (a)) Equity compensation plans approved by security holders 289,290 (1) ​ $ — 198,290 Equity compensation plans not approved by security holders ​ ​ ​ Total 289,290 ​ $ — 198,290 (1) Represents shares of restricted stock awarded under the 2008 and 2018 Stock Incentive Plans. ​ Item 13 Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the sections in the Registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders captioned “Director Independence and Related Party Transactions “ and ” Corporate Governance and Committees of the Board.” Item 14 Principal Accountant Fees and Services The information required by this item is incorporated by reference from the section under the caption “Principal Accounting Firm Fees” of the Registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders. ​ ​ ​ ​ PART IV Item 15 Exhibits and Financial Statement/Schedules Financial Statements The following Consolidated Financial Statements and related Notes to Consolidated Financial Statements, together with the report of the Independent Registered Public Accounting Firm (PCAOB ID 74), appear on pages 26 through 74 of the United Bancorp, Inc. 2024 Annual Report and are incorporated herein by reference.
The following table is a disclosure of securities authorized for issuance under equity compensation plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Compensation Plan Information December 31, 2025 ​ ​ ​ ​ ​ ​ ​ Number of securities remaining ​ ​ Number of securities to be ​ ​ ​ ​ available for future issuance ​ ​ issued upon exercise of ​ Weighted-average exercise ​ under equity compensation ​ ​ outstanding options, warrants ​ price of outstanding options, ​ plans (excluding securities ​ ​ ​ ​ and rights ​ ​ ​ warrants and rights ​ ​ ​ reflected in column (a)) Equity compensation plans approved by security holders 287,790 (1) ​ $ — 188,210 Equity compensation plans not approved by security holders ​ ​ ​ ​ Total 287,790 ​ $ — 188,210 (1) Represents shares of restricted stock awarded under the 2008 and 2018 Stock Incentive Plans. ​ Item 13 Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the sections in the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders captioned “Director Independence and Related Party Transactions “and” Corporate Governance and Committees of the Board.” Item 14 Principal Accountant Fees and Services The information required by this item is incorporated by reference from the section under the caption “Principal Accounting Firm Fees” of the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders. ​ ​ ​ ​ PART IV Item 15 Exhibits and Financial Statement/Schedules Financial Statements The following Consolidated Financial Statements and related Notes to Consolidated Financial Statements, together with the report of the Independent Registered Public Accounting Firm (PCAOB ID 74), appear on pages 26 through 74 of the United Bancorp, Inc. 2025 Annual Report and are incorporated herein by reference.
Signatures Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant) United Bancorp, Inc. ​ By: /s/ Scott A. Everson March 14, 2025 Scott A.
Signatures Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant) United Bancorp, Inc. ​ By: /s/ Scott A. Everson ​ ​ ​ March 18, 2026 Scott A.
Other than described above, during the year ended December 31, 2024, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ​ Item 9B Other Information During the fourth quarter, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) any non-Rule 10b5-1 trading arrangement, as defined in Item 408 of SEC Regulation S-K. ​ ​ ​ ​ PART III Item 10 Directors and Executive Officers of the Registrant Information concerning executive officers of the Company is set forth in Part I, “Executive Officers of Registrant.” Other information responding to this Item 10 is included in the Registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders and is incorporated by reference under the captions “Proposal 1 – Election of Directors,” “Corporate Governance and Committees of the Board” and “Delinquent Section 16(a) Reports.” The Company’s Board of Directors has adopted a Code of Ethics that applies to its Principal Executive, Principal Financial, and Principal Accounting Officers.
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial. ​ Item 9B Other Information During the fourth quarter, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) any non-Rule 10b5-1 trading arrangement, as defined in Item 408 of SEC Regulation S-K. ​ PART III Item 10 Directors and Executive Officers of the Registrant Information concerning executive officers of the Company is set forth in Part I, “Executive Officers of Registrant.” Other information responding to this Item 10 is included in the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders and is incorporated by reference under the captions “Proposal 1 – Election of Directors,” “Corporate Governance and Committees of the Board” and “Delinquent Section 16(a) Reports.” The Company’s Board of Directors has adopted a Code of Ethics that applies to its Principal Executive, Principal Financial, and Principal Accounting Officers.
Everson, President & Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ By: /s/ Scott A. Everson March 14, 2025 Scott A.
Everson, Chairman, President & Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ By: /s/ Scott A. Everson ​ ​ ​ March 18, 2026 Scott A.
Everson, Director, President & Chief Executive Officer By: /s/ Randall M. Greenwood March 14, 2025 Randall M. Greenwood, Senior Vice President & CFO By: /s/ Gary W. Glessner March 14, 2025 Gary W. Glessner, Director By: /s/ John M. Hoopingarner March 14, 2025 John M. Hoopingarner, Director By: /s/ Bethany E. Schunn ​ March 14, 2025 ​ Bethany E.
Everson, Director, Chairman, President & Chief Executive Officer By: /s/ Randall M. Greenwood March 18, 2026 Randall M. Greenwood, Senior Vice President & CFO By: /s/ Gary W. Glessner March 18, 2026 Gary W. Glessner, Director By: /s/ John M. Hoopingarner March 18, 2026 John M. Hoopingarner, Director By: /s/ Bethany E. Schunn ​ March 18, 2026 ​ Bethany E.
Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Bank Security Policy To comply with all applicable federal requirements, the Bank’s Board of Directors has adopted the Unified Bank Information Security Policy (the “ISP”), which establishes a program that the Bank’s management and board can use to: ● Ensure the security and confidentiality of customer information; ● Protect against any anticipated threats or hazards to the security or integrity of such information; and ● Protect against unauthorized access to or use of customer information that could result in substantial harm or inconvenience to any customer.
Bank Security Policy To comply with all applicable federal requirements, the Bank’s Board of Directors has adopted the Unified Bank Information Security Policy (the “ISP”), which establishes a program that the Bank’s management and board can use to: ● Ensure the security and confidentiality of customer information; ● Protect against any anticipated threats or hazards to the security or integrity of such information; and ● Protect against unauthorized access to or use of customer information that could result in substantial harm or inconvenience to any customer. ​ ​ Under the ISP, the Board of Directors or an appropriate committee thereof is required to oversee all efforts with respect to the development, implementation and maintenance of an effective information security program.
With respect to a waiver of any relevant provision of the code of ethics, the Company shall also post the name of the person to whom the waiver was granted and the date of the waiver grant. ​ Item 11 Executive Compensation The information required by this item is incorporated by reference from the section of the Registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders captioned “Executive Compensation and Other Information”.
With respect to a waiver of any relevant provision of the code of ethics, the Company shall also post the name of the person to whom the waiver was granted and the date of the waiver grant. ​ Item 11 Executive Compensation The information required by this item is incorporated by reference from the section of the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders captioned “Executive Compensation and Other Information”. ​ ​ ​ ​ Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters The information contained in the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders under the caption “Ownership of Voting Shares” is incorporated herein by reference.
Schunn, Director ​ ​ ​ ​ ​ ​ By: /s/ Brian M. Hendershot ​ March 14, 2025 ​ Brian M. Hendershot, Director ​ ​ ​ ​ ​ ​ ​
Schunn, Director ​ ​ ​ ​ ​ ​ By: /s/ Brian M. Hendershot ​ March 18, 2026 ​ Brian M. Hendershot, Director ​ ​ ​ ​ ​ ​ ​
In addition to being subject to routine examination by the Bank’s state and federal regulators, the efficacy of the Bank’s information security program is also audited annually by an independent third-party auditing firm.
In addition to being subject to routine examination by the Bank’s state and federal regulators, the efficacy of the Bank’s information security program is also audited annually by an independent third-party auditing firm. Incident Response The Bank has established an incident response plan designed to facilitate the prompt detection, assessment, containment, and remediation of cybersecurity incidents.
Item 2 Properties The Company owns and operates its Main Office and stand alone operations center in Martins Ferry, Ohio a future expanion building in St Clairsville, Ohio and the following offices: ​ Branch Office Location Owned or Leased Location Owned or Leased Bridgeport, Ohio Owned Sherrodsville, Ohio Owned Colerain, Ohio Owned Glouster, Ohio Owned Jewett, Ohio Owned Nelsonville, Ohio Owned St.
A successful cyberattack or other security breach could result in unauthorized access to customer data, disruption of our operations, regulatory penalties, litigation, and reputational harm. ​ ​ Item 2 Properties The Company owns and operates its Main Office and stand alone operations center in Martins Ferry, Ohio a future Unified Center (new operations center) building in St Clairsville, Ohio and the following offices: ​ Branch Office Location ​ ​ ​ Owned or Leased ​ ​ ​ Location ​ ​ ​ Owned or Leased Bridgeport, Ohio Owned Sherrodsville, Ohio Owned Colerain, Ohio Owned Glouster, Ohio Owned Jewett, Ohio Owned Nelsonville, Ohio Owned St.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only the management’s report in this report.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm.
Attestation Report of the Registered Public Accounting Firm This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.
Based on the evaluation under Internal Control – Integrated Framework , management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Removed
Under the ISP, the Board of Directors or an appropriate committee thereof is required to oversee all efforts with respect to the development, implementation and maintenance of an effective information security program.
Added
Our cybersecurity risk management program is integrated into our overall enterprise risk management framework, ensuring that cybersecurity risks are evaluated alongside other operational, financial, and strategic risks facing the Company.
Removed
Based on the evaluation under Internal Control – Integrated Framework, management identified a material weakness in our internal control over financial reporting as of such date.
Added
Upon detection of a potential incident, the Bank’s information security personnel assess the nature and scope of the threat and, where appropriate, engage third-party forensic specialists to assist in the investigation.
Removed
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements may not be prevented or detected on a timely basis.
Added
The incident response plan includes escalation procedures to ensure that significant incidents are promptly reported to senior management and the Board of Directors, as well as to regulators and affected customers when required by applicable law.
Removed
Accordingly, our principal executive officer and principal financial officer concluded that our procedures were not effective as of December 31, 2024. During February 2025, while finalizing the financial statements, management determined that the fair value of available for sale investment securities was not recorded appropriately to reflect the year end valuation at December 31, 2024.
Added
Following the resolution of any incident, the Bank conducts a post-incident review to identify lessons learned and implement any necessary enhancements to its cybersecurity controls.
Removed
As such, the Company has concluded that a material weakness exists in its internal controls over financial reporting. The error was discovered before any financial statements were issued.
Added
Cybersecurity Risks and Material Impact As of the date of this Annual Report, we have not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
Removed
Corrections were made to properly reflect the correct accounting treatment to the fair value of the available for sale investment securities and the related effects to deferred taxes and accumulated other comprehensive income. Consequently, the material weakness did not result in any identified misstatement, and there were no changes to previously issued financial statements.
Added
However, cybersecurity threats are constantly evolving, and there can be no assurance that our security measures will be sufficient to prevent all potential incidents.
Removed
Changes in Internal Control Over Financial Reporting In the first quarter of 2025, corrections were made by management to implement procedures to ensure that available for sale investment securities are properly valued for each financial reporting period going forward, which completely remedied the material weakness.
Removed
Management will continue to monitor the effectiveness of these controls and will make any further changes deemed appropriate.
Removed
During 2024, the Compensation Committee authorized the accelerated vesting of 12,500 shares of restricted stock for Mr. Everson and 10,000 shares of restricted stock for each of Messrs. Greenwood and Branstetter.
Removed
These awards were originally scheduled to vest in 2030. ​ Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters The information contained in the Registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders under the caption “Ownership of Voting Shares” is incorporated herein by reference.

Other UBCP 10-K year-over-year comparisons