UBNK United Financial Bancorp Inc

X	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

B.	Name of issuer of the securities held pursuant to the plan and address of its principal executive office:

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(a)	Financial Statements

1)	Financial statements of The United Bank 401(K) Plan as of December 31, 2018 and 2017 and for the year ended December 31, 2018 , including the report of Pue, Chick, Leibowitz & Blezard, LLC with respect thereto.

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Notes to Financial Statements		4-9

SUPPLEMENTAL SCHEDULE

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year)		10

All other schedules required by 29 CFR Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

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Report of Independent Registered Public Accounting Firm

To the Administrators, Trustees and Participants of

The United Bank 401(K) Plan

Hartford, Connecticut

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of The United Bank 401(K) Plan as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018 and the related notes and supplemental schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of The United Bank 401(K) Plan as of December 31, 2018 and 2017, and the changes in its net assets available for benefits for the year ended December 31, 2018, in conformity with the accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of The United Bank 401(K) Plan’s management. Our responsibility is to express an opinion on The United Bank 401(K) Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to The United Bank 401(K) Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental Schedule of Assets Held at End of Year, December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of The United Bank 401(K) Plan’s financial statements. The supplemental schedule is the responsibility of The United Bank 401(K) Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion the Schedule of Assets Held at End of Year, December 31, 2018 is fairly stated, in all material respects, in relation to the financial statements as a whole.

	/s/ Pue, Chick, Leibowitz & Blezard, LLC
	Certified Public Accountants

We have served as The United Bank 401(K) Plan's auditor since 2004.

Vernon, Connecticut

June 24, 2019

1

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THE UNITED BANK 401(K) PLAN

Statements of Net Assets Available for Benefits

As of December 31, 2018 and 2017

					2018												2017
ASSETS					Allocated				Unallocated				Total				Allocated				Unallocated				Total
Investments:
	Mutual funds (at fair value)				$	20,147,563			$	—			$	20,147,563			$	20,909,866			$	—			$	20,909,866
	United Financial Bancorp, Inc. - Common stock (at fair value)				12,870,291				7,377,754				20,248,045				15,459,687				9,255,726				24,715,413
	Collective investment trusts (at net asset value)				27,389,762				—				27,389,762				27,196,941				—				27,196,941
	Investment in trust (at contract value)				8,241,735				—				8,241,735				8,121,666				—				8,121,666
		Total Investments			68,649,351				7,377,754				76,027,105				71,688,160				9,255,726				80,943,886
Receivables:
	Notes receivable from participants				1,502,956				—				1,502,956				1,163,251				—				1,163,251
	Employer contributions				128,940				—				128,940				234,559				—				234,559
		Total Receivables			1,631,896				—				1,631,896				1,397,810				—				1,397,810
			Total Assets		70,281,247				7,377,754				77,659,001				73,085,970				9,255,726				82,341,696
LIABILITIES
	Loan payable				—				5,899,851				5,899,851				—				6,044,298				6,044,298
			Total Liabilities		—				5,899,851				5,899,851				—				6,044,298				6,044,298
	Net Assets Available for Benefits				$	70,281,247			$	1,477,903			$	71,759,150			$	73,085,970			$	3,211,428			$	76,297,398

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THE UNITED BANK 401(K) PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2018

			2018
			Allocated				Unallocated				Total
Contributions:
	Participant		$	5,119,271			$	—			$	5,119,271
	Employer		2,014,823				246,775				2,261,598
	Rollover		1,689,806				—				1,689,806
		Total Contributions	8,823,900				246,775				9,070,675
Investment Income (Loss):
	Net realized gain		282,969				—				282,969
	Net unrealized depreciation in fair value of investments		(6,387,326		)		(1,542,620		)		(7,929,946		)
	Dividends and interest		1,147,885				254,078				1,401,963
		Net Investment Income (Loss)	(4,956,472		)		(1,288,542		)		(6,245,014		)
	Allocation of 22,813 shares of common stock of United Financial Bancorp, Inc., at market		335,351				—				335,351
		Total Additions	4,202,779				(1,041,767		)		3,161,012
Deductions:
	Distributions paid to participants		6,859,321				—				6,859,321
	Interest expense		—				356,407				356,407
	Fees		148,181				—				148,181
	Allocation of 22,813 shares of common stock of United Financial Bancorp, Inc., at market		—				335,351				335,351
		Total Deductions	7,007,502				691,758				7,699,260
Change in Net Assets			(2,804,723		)		(1,733,525		)		(4,538,248		)
Net Assets Available for Benefits:
	Beginning of year		73,085,970				3,211,428				76,297,398
	End of year		$	70,281,247			$	1,477,903			$	71,759,150

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•	Legacy United merged with and into Rockville Financial, Inc., which was the accounting acquirer and the surviving entity.

•	Rockville Financial, Inc. changed its legal entity name to United Financial Bancorp, Inc. ("The Company").

•	United Bank merged into Rockville Bank.

•	Rockville Bank changed its legal entity name to United Bank ("The Bank").

a)	General – The Plan covers substantially all employees of the Bank. The Plan is subject to federal laws, such as the Employee Retirement Income Security Act ("ERISA"), the Internal Revenue Code, and other applicable federal and state laws. The provisions of the Plan are subject to revisions due to changes in laws or due to pronouncements by the Internal Revenue Service or Department of Labor.

b)	Eligibility – For purposes of employee pre-tax elective contributions, any employee who has attained age 21 shall be immediately eligible to contribute to the Plan after completing one hour of service effective April 1, 2015.

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c)

Contributions – Each year, participants may contribute up to 75% of pretax annual compensation as defined in the Plan, subject to certain Internal Revenue Code (“IRC”) limitations. The maximum participant deferral is $18,500 for the Plan for the year ended December 31, 2018 and $18,000 for the year ended December 31, 2017. In addition, all employees who are eligible to make salary reductions under the Plan who have attained the age of 50 before the end of the Plan year are eligible to make catch up contributions up to $6,000 in 2018 and 2017 as determined by the Internal Revenue Service. Participants may also contribute amounts representing distributions from other plans and certain Individual Retirement Accounts (rollovers).

•	100% of the first 3% and 50% of the next 2% of matching contributions for eligible employees of each participant's contribution.

•	The Bank may make a discretionary contribution equal to a uniform percentage of eligible compensation for participants, which percentage is determined each year by the Bank.

Safe Harbor Match	$	1,884,650
Additional Employer Contribution	129,964
Qualified Corrective Contribution	209
	$	2,014,823

d)

Participant Accounts and Forfeitures – Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Bank’s matching contribution, the Bank’s discretionary contribution, if any, and charged with withdrawals and allocated gains and losses attributable to the account’s investments. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

e)	Investments – Participants direct the investment of their accounts into various investment options offered by the Plan. The Plan currently offers thirteen collective investment trusts, eight mutual funds, investment in trust, and United Financial Bancorp, Inc. common stock (the parent company of United Bank) as investment options for participants.

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f)	Vesting – Participants are fully vested in all contributions. In connection with the merger of the two plans, effective as of December 31, 2013, participants who were active in the ESOP Plan and employed on December 31, 2013 became fully vested (100%) in their Company Stock Account.

g)	Notes Receivable from Participants – Notes receivable from participants represent participant’s loans. Participants may borrow from their accounts up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account.

h)	Payment of Benefits – Upon termination of employment for any reason, a participant may receive the vested value of his or her account as a lump-sum distribution in cash or by delivery of the number of full shares of United Financial Bancorp, Inc. common stock attributable to the account plus cash for any fractional shares.

i)

Voting Rights – Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Trustee prior to the time that such rights are to be exercised. Any stock for which a signed voting direction instrument is not received from the Participant, or is not subject to being received, shall be voted by the Trustee in the same proportion as the stock for which signed voting-direction instruments are received as to the matter to be voted upon. The Trustee is required, however, to vote any unallocated shares on behalf of the collective best interest of plan participants and beneficiaries.

j)	Dividends – Dividend income on Company stock is recorded on the ex-dividend date. Amounts received on allocated shares increase participant accounts and amounts received on unallocated shares are available for plan expenses and debt service.

a)	Basis of Accounting – The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), using the accrual method of accounting.

b)	Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, changes therein, and disclosures. Actual results could differ from those estimates.

c)

Risks and Uncertainties - The Plan invests in various investment instruments, including the plan sponsor’s stock (United Financial Bancorp, Inc. – Ticker "UBNK"), which is not diversified, mutual funds, collective investment trusts, and an insurance investment contract. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

d)

Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value except for its investment in a guaranteed investment contract, which is valued at contract value, and its collective investment trusts, which are valued at the net asset value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with accounting principles generally accepted in the United States of America, the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Quoted market prices are used to value investments.

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e)

Fully Benefit-Responsive Investment Contracts – The Plan is required to report fully benefit responsive investment contracts at contract value. Contract value is the relevant measurement attribute for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a Directed Trust. The statement of net assets available for benefits presents the contract value of the investment in the Trust. The statement of changes in net assets available for benefits is prepared on a contract value basis.

f)	Notes Receivable From Participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded at December 31, 2018 and 2017.

g)	Administrative Expenses – Fees paid to the Plan’s trustee and other administrative expenses incurred in connection with the operation of the Plan are paid by the Plan participants. Administrative expenses include managed account fees, loan processing fees, consulting fees and other expenses relating to purchases, sales, or transfers of the Plan’s investments.

h)	Payment of Benefits – Benefit payments and plan distributions to participants are recorded when paid.

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	December 31, 2018				December 31, 2017
	Allocated		Unallocated		Allocated		Unallocated
Number of Shares	875,530		501,888		876,400		524,701
Cost	$11,558,971		$8,920,373		$11,237,861		$9,540,433
Market	$12,870,291		$7,377,754		$15,459,687		$9,255,726

		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
December 31, 2018
Mutual Funds		$	20,147,563			$	—			$	—			$	20,147,563
Common Stock		20,248,045				—				—				20,248,045
Total investments in fair value hierarchy		$	40,395,608			$	—			$	—			$	40,395,608
Investments in collective investment trusts (1)		—				—				—				27,389,762
Investment in trust (2)		—				—				—				8,241,735
Total investments at fair value		$	40,395,608			$	—			$	—			$	76,027,105
December 31, 2017
Mutual Funds		$	20,909,866			$	—			$	—			$	20,909,866
Common Stock		24,715,413				—				—				24,715,413
Total investments in fair value hierarchy		$	45,625,279			$	—			$	—			$	45,625,279
Investments in collective investment trusts (1)		—				—				—				27,196,941
Investment in trust (2)		—				—				—				8,121,666
Total investments at fair value		$	45,625,279			$	—			$	—			$	80,943,886

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2019	$	132,112
2020	139,382
2021	149,081
2022	158,398
2023	168,298
Thereafter	5,152,580
	$	5,899,851

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THE UNITED BANK 401(K) PLAN

EIN: 06-0523930 PN: 002

FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS

(HELD AT END OF YEAR) December 31, 2018

(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party		(c) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		Number of Shares/Units		(d) Cost		(e) Current Value
**	United Financial Bancorp, Inc.		Common Stock		1,377,418		*		$	20,248,045
**	Fixed Income Guaranteed Option		Insurance Contract		1		*		8,241,735
	American Beacon Large Cap VL Inst. Fund		Mutual Fund		97,224		*		2,257,536
	Capital Research and Management Company American Funds EuroPacific Growth Fund		Mutual Fund		58,507		*		2,632,212
	Metropolitan West Total Return Bond Plan		Mutual Fund		72,215		*		706,263
	T. Rowe Price Bl Chip Gr Fund		Mutual Fund		68,293		*		6,558,200
	Vanguard Total Bond Market Index Adm Fund		Mutual Fund		35,035		*		366,121
	Vanguard Institutional Index Institutional Fund		Mutual Fund		15,465		*		3,519,053
	Vanguard Ext Mk Index Adm Fund		Mutual Fund		47,960		*		3,630,566
	Vanguard Total International Stock Index Adm Fund		Mutual Fund		18,826		*		477,612
	T. Rowe Price Retirement Balance Trust Cl A		Collective Investment Trust		42,115		*		584,139
	T. Rowe Price Retirement 2005 Trust Cl A		Collective Investment Trust		1,653		*		23,638
	T. Rowe Price Retirement 2010 Trust Cl A		Collective Investment Trust		22,944		*		340,949
	T. Rowe Price Retirement 2015 Trust Cl A		Collective Investment Trust		52,833		*		831,586
	T. Rowe Price Retirement 2020 Trust Cl A		Collective Investment Trust		190,445		*		3,159,487
	T. Rowe Price Retirement 2025 Trust Cl A		Collective Investment Trust		318,830		*		5,534,885
	T. Rowe Price Retirement 2030 Trust Cl A		Collective Investment Trust		264,789		*		4,782,084
	T. Rowe Price Retirement 2035 Trust Cl A		Collective Investment Trust		182,931		*		3,393,372
	T. Rowe Price Retirement 2040 Trust Cl A		Collective Investment Trust		125,866		*		2,376,357
	T. Rowe Price Retirement 2045 Trust Cl A		Collective Investment Trust		158,752		*		3,001,996
	T. Rowe Price Retirement 2050 Trust Cl A		Collective Investment Trust		99,682		*		1,882,988
	T. Rowe Price Retirement 2055 Trust Cl A		Collective Investment Trust		61,377		*		1,158,188
	T. Rowe Price Retirement 2060 Trust Cl A		Collective Investment Trust		26,367		*		320,093
**	Participant Loans		Interest rate ranges 1.85% to 6.50% maturities through 2033				*		1,502,956
									$	77,530,061
*	Participant-directed investment; the disclosure of cost is not required
**	Party-in-interest

See report of independent registered public accounting firm

10

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SIGNATURE

The Plan

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

THE UNITED BANK 401(k) PLAN

Date:	June 24, 2019	By:		/s/ Craig Hurty
				Craig Hurty
				EVP, Chief Human Resources Officer

            

EXHIBIT INDEX

23.	Consent of Independent Registered Public Accounting Firm

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