UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from N/A to N/A
Commission File Number 0-16540
| UNITED BANCORP, INC. | ||
| (Exact name of registrant as specified in its Charter.) |
| Ohio | 34-1405357 | |
| (State or other jurisdiction of incorporation or organization) | (IRS) Employer Identification No.) |
| 201 South Fourth Street, Martins Ferry, Ohio | 43935 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (740) 633-0445
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, Par Value $1.00 | UBCP | NASDAQ Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x.
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ¨.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of June 30, 2025 the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $66,087,390 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Registrant had common shares outstanding as of March 11, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the Annual Shareholders meeting to be held April 22, 2026 are incorporated by reference into Part III.
Portions of the Annual Report to Shareholders for the year ended December 31, 2025 are incorporated by reference into Parts I and II.
| Auditor Name | Auditor Location | Auditor Firm ID | ||
| S. R. Snodgrass, P.C. | Cranberry, PA | (PCAOB ID 74) |
EXPLANATORY NOTE
This Amendment No. 1 is being filed solely to correct an inadvertent typographical error in the date of the certification furnished as Exhibit 32.2 to the Original Filing, and no other changes have been made to the Form 10-K.
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. 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. 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. (9) | |
| 10.7 | Amended and Restated Trust Agreement among United Bancorp, Inc. as Depository, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees, dated as of November 17, 2005. (6) | |
| 10.8 | Junior Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust Company, as Trustee, dated as of November 17, 2005. (6) | |
| 10.9 | Guaranty Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, dated as of November 17, 2005. (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.
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. 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, 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. Schunn, Director | |||
| By: | /s/ Brian M. Hendershot | March 18, 2026 | |
| Brian M. Hendershot, Director |