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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 15, 2025
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in
its charter)
| Georgia |
001-35095 |
58-1807304 |
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
200 East Camperdown Way
Greenville, South Carolina 29601
(Address of principal executive offices)
Registrant’s telephone number,
including area code:
(800) 822-2651
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 per share |
|
UCB |
|
New York Stock Exchange |
| Depositary
shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock |
|
UCB PRI |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
| Item 8.01 |
Other Events. |
| |
|
| |
On August 15, 2025, United Community Banks, Inc.
(“United”) issued a press release announcing the redemption of all outstanding shares of 6.875% Series I Non-Cumulative Perpetual
Preferred Stock (the “Preferred Stock”) (the “Preferred Stock Redemption”). The redemption will occur on September
15, 2025 (the “Redemption Date”) and result in a cash payment of $25,000 per share of Preferred Stock (the “Redemption
Price”) for a $88 million aggregate liquidation preference. The depository for the Preferred Stock will simultaneously redeem 3,661,650
depository shares (the “Depository Shares”), each representing a 1/1000th interest in a share of the Preferred
Stock. The previously declared dividend payment is excluded from the Redemption Price and will be paid to holders of record immediately
prior to the Preferred Stock Redemption. As of the Redemption Date, all rights of the holders of Preferred Stock and holders of receipts
evidencing Depository Shares shall cease and terminate (except as to certain expressly surviving rights).
The Depositary Shares are held through the Depository
Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Continental
Stock Transfer & Trust Company, as the depositary, in accordance with the Deposit Agreement governing the Depositary Shares.
|
| |
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. |
| |
|
| Item 9.01 |
Financial Statements and Exhibits. |
| |
|
| (d) Exhibits |
The following exhibit index lists the exhibits that are either filed or furnished with the Current Report on Form 8-K. |
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
United Community Banks, Inc. Press Release, dated August 15, 2025. |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
UNITED COMMUNITY BANKS, INC. |
| |
|
| |
By: |
/s/ Jefferson L. Harralson |
| |
|
Jefferson L. Harralson |
| |
|
Executive Vice President and |
| |
|
Chief Financial Officer |
| |
|
| Date: August 15, 2025 |
|
