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What changed in UNITED BANCORP INC /OH/'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of UNITED BANCORP INC /OH/'s 2023 and 2024 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 2024 report.

+38 added−33 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-20)

Top changes in UNITED BANCORP INC /OH/'s 2024 10-K

38 paragraphs added · 33 removed · 30 edited across 1 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

30 edited+8 added−3 removed27 unchanged
Biggest changeThere was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ​ Item 9B Other Information None. ​ 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 2024 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.
Biggest changeOther 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.
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 2023 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 2023 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 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.
Consolidated Balance Sheets December 31, 2023 and 2022 Consolidated Statements of Income Years Ended December 31, 2023 and 2022 Consolidated Statements of Comprehensive Income Years Ended December 31, 2023 and 2022 Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2023 and 2022 Consolidated Statements of Cash Flows Years Ended December 31, 2023 and 2022 Notes to Consolidated Financial Statements December 31, 2023 and 2022 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, 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.
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 2023 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 2024 Annual Report To Shareholders filed herewith as Exhibit 13, which section is incorporated herein by reference.
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 2024 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 2025 Annual Meeting of Shareholders captioned “Executive Compensation and Other Information”.
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 2024 Annual Meeting of Shareholders under the caption “Ownership of Voting Shares” is incorporated herein by reference.
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.
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, 2023, 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, 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.
(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 2023 Annual Report 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 101 The following materials from United Bancorp, Inc. on Form 10-K for the year ended December 31, 2023, 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) Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commission on September 24, 2008. ​ ​ ​ ​ (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. ​ ​ ​ ​ ​ ​ ​ ​ United Bancorp Inc.
(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.
Under the Plan, directors or other eligible participants may defer fees and up to 50% of their annual cash incentive award payable to them by the Company, which are used to acquire common shares which are credited to a participant’s respective account.
Under the Plan, directors or other eligible participants may defer fees and up to 50% of their annual cash incentive award payable to them by the Company, which are used by the Company to acquire common shares on the open market which are credited to a participant’s respective account.
During 2023, 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.
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.
The following table is a disclosure of securities authorized for issuance under equity compensation plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Compensation Plan Information December 31, 2023 ​ ​ ​ ​ ​ ​ ​ 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 217,500 (1) ​ $ — 337,500 Equity compensation plans not approved by security holders ​ ​ ​ Total 217,500 ​ $ — 337,500 (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 2024 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 2024 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 25 through 85 of the United Bancorp, Inc. 2023 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, 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.
Everson, Matthew Branstetter and Randall M. Greenwood. (3) 10.6 Amended and Restated United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan.
Everson, Matthew Branstetter and Randall M. Greenwood. (5) 10.6 Amended and Restated United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan.
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 20, 2024 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 14, 2025 Scott A.
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 20, 2024 Scott A.
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.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
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.
Amounts deferred pursuant to the Plan remain unrestricted assets of the Company, and the right to participate in the Plan is limited to members of the Board of Directors and Company officers.
Affiliate Banks Directors and Officers Deferred Compensation Plan (the “Plan”), which is an unfunded deferred compensation plan. Amounts deferred pursuant to the Plan remain unrestricted assets of the Company, and the right to participate in the Plan is limited to members of the Board of Directors and Company officers.
Federal law also mandates that information security procedures and controls be routinely evaluated by the Bank’s state and federal regulators as part of the standard safety and soundness examination process. ​ ​ 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.
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 10/1/2023 to 10/31/2023 ​ — ​ $ — ​ — ​ — Month #2 11/1/2023 to 11/30/2023 — ​ ​ — — — Month #3 12/1/2023 to 12/31/2023 10,507 (1) 11.57 — — Total 10,507 (1) $ 11.57 — — (1) All of these shares were purchased by the Company on the open market to fund acquisitions under the Company’s Directors and Officers Deferred Compensation Plan.
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.
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.
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.
Everson, Director, President & Chief Executive Officer By: /s/ Randall M. Greenwood March 20, 2024 Randall M. Greenwood, Senior Vice President & CFO By: /s/ Gary W. Glessner March 20, 2024 Gary W. Glessner, Director By: /s/ John M. Hoopingarner March 20, 2024 John M. Hoopingarner, Director By: /s/ Richard L. Riesbeck March 20, 2024 Richard L.
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.
All significant matters are reported by the Executive Committee to the full Board of Directors. ​ ​ Item 2 Properties The Company owns and operates its Main Office and stand alone operations center in Martins Ferry, 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.
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.
The findings of this meeting are also reported to the Executive Committee.
The findings of this meeting are also reported to the Executive Committee. All significant matters are reported by the Executive Committee to the full Board of Directors.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm.
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.
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 2023 Annual Report To Shareholders filed herewith as Exhibit 13, which items are incorporated herein by reference. ​ ​ ​ ​ ​ Item 9 Changes In and Disagreements with Accountants The Corporation filed a Current Report on Form 8-K with the SEC on September 30, 2022 to report the dismissal of FORVIS, which filing included as an Exhibit item the letter from FORVIS required by Item 304(a)(3).
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.
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, 2023. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
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.
Riesbeck, Director ​ ​ ​ ​ By: /s/ Bethany E. Schunn ​ March 20, 2024 ​ Bethany E. Schunn, Director ​ ​ ​ ​ ​ ​ By: /s/ Brian M. Hendershot ​ March 20, 2024 ​ Brian M. Hendershot, Director ​ ​ ​ ​ ​ ​ ​
Schunn, Director ​ ​ ​ ​ ​ ​ By: /s/ Brian M. Hendershot ​ March 14, 2025 ​ Brian M. Hendershot, Director ​ ​ ​ ​ ​ ​ ​
During the quarter ended December 31, 2023, the Plan purchased 10,507 shares at an average cost of $11.57, which were allocated to participant accounts. All purchases under the Plan are funded with either earned director fees or officer incentive award payments. No underwriting fees, discounts, or commissions are paid in connection with the Plan.
All purchases under the Plan are funded with either earned director fees or officer incentive award payments. No underwriting fees, discounts, or commissions are paid in connection with the Plan.
The allowance for credit losses represents an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate allowance for credit losses is inherently subjective and may have significant changes from period to period.
Critical Accounting Policy Allowance for Credit Losses: Our allowances for credit losses represents management’s best estimate of probable losses inherent in our loan portfolios, excluding those loans accounted for under fair value. ​ ​ The allowance for credit losses represents an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions.
For a comparison of results of operations between 2022 and 2021, see “Management’s Discussion and Analysis” in the 2022 Annual Report To Shareholders filed as Exhibit 13 to the Company’s annual report on 10-K for 2022. ​ ​ Critical Accounting Policy Allowance for Credit Losses: Our allowances for credit losses represents management’s best estimate of probable losses inherent in our loan portfolios, excluding those loans accounted for under fair value.
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.
The requirements of the Guidelines apply to all FDIC-insured depository institutions, most subsidiaries of such entities, and to state savings associations.
The requirements of the Guidelines apply to all FDIC-insured depository institutions, most subsidiaries of such entities, and to state savings associations. Federal law also mandates that information security procedures and controls be routinely evaluated by the Bank’s state and federal regulators as part of the standard safety and soundness examination process.
Removed
Unregistered Sales of Equity Securities and Use of Proceeds The Company adopted the United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan (the “Plan”), which is an unfunded deferred compensation plan.
Added
Determination of an appropriate allowance for credit losses is inherently subjective and may have significant changes from period to period.
Removed
On September 29, 2022 the Corporation’s Audit Committee also approved the appointment of S.R. Snodgrass, P.C. (“Snodgrass”) as the Corporation’s new independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2022.
Added
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.
Removed
During the fiscal years ended December 31, 2021 and 2020 and through September 29, 2022, neither the Corporation, nor anyone acting on its behalf, consulted Snodgrass regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Corporation, and no written report or oral advice was provided to the Corporation by Snodgrass that was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K). ​ 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, 2023, pursuant to the requirements of Exchange Act Rule 13a-15.
Added
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
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
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
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
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.
Added
Management will continue to monitor the effectiveness of these controls and will make any further changes deemed appropriate.

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