UCB 8-K
United Community Banks Inc (UCB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
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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:
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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).
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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. |
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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.
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| 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 | ||
Exhibit 99.1
For Immediate Release
For more information:
Jefferson Harralson
Chief Financial Officer
(864) 240-6208
UNITED COMMUNITY BANKS, INC. ANNOUNCES REDEMPTION OF ALL OUSTANDING
SHARES OF 6.875% SERIES I NON-CUMULATIVE PERPETUAL PREFERRED STOCK
GREENVILLE, SC, August 15, 2025 – United Community Banks, Inc. (NYSE: UCB) (“United”, the “Company”), is redeeming all outstanding shares of the Company’s 6.875% Series I Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”) on September 15, 2025 (the “Redemption Date”). The announced redemption reflects United’s ongoing active management of its capital structure. Payment of the cash redemption price equal to $25,000 per share of Preferred Stock (the “Redemption Price”) (equivalent to $25 per Depositary Share) will be made on the Redemption Date. United will redeem the $88 million aggregate liquidation preference of the Preferred Stock using cash on hand.
The Redemption Price does not include the previously declared dividend payment that is due on the Redemption Date and that will be paid immediately prior to the redemption of the Preferred Stock on the Redemption Date to holders of record on the record date for such dividend payment. On the Redemption Date, simultaneous with the redemption of the Preferred Stock, the depositary for the Preferred Stock will redeem 3,661,650 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of the Preferred Stock, for an amount per Depositary Share equal to 1/1000th of the Redemption Price per share of Preferred Stock. On and after the Redemption Date, dividends in respect of the Preferred Stock represented by the Depositary Shares shall cease to accrue, the Preferred Stock and the Depositary Shares shall no longer be deemed outstanding and all rights of the holders of the Preferred Stock and holders of receipts evidencing the Depositary Shares shall cease and terminate, except only the right of the holders of the Preferred Stock to receive the Redemption Price and the right of the holders of receipts evidencing the Depositary Shares to receive 1/1000th of the Redemption Price, in each case, without interest.
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.
About United Community Banks, Inc.
United Community Banks, Inc. (NYSE: UCB) is the financial holding company for United Community, a top 100 U.S. financial institution committed to building stronger communities and improving the financial health and well-being of its customers. United Community offers a full range of banking, mortgage and wealth management services. As of June 30, 2025, United Community Banks, Inc. had $28.1 billion in assets and operated 200 offices across Alabama, Florida, Georgia, North Carolina, South Carolina and Tennessee. The company also manages a nationally recognized SBA lending franchise and a national equipment finance subsidiary, extending its reach to businesses across the country. United is an 11-time winner of J.D. Power’s award for highest customer satisfaction among consumer banks in the Southeast and was named the most trusted bank in the region in 2025. The company has also been recognized eight consecutive years by American Banker as one of the “Best Banks to Work For.” In commercial banking, United earned five 2025 Greenwich Best Brand awards, including national honors for middle market satisfaction. Forbes has consistently named United among the World’s Best and America’s Best Banks. Learn more at ucbi.com.