{"url_path":"/sec/ucb/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/857855/0001104659-26-073197-index.html","accession_number":"0001104659-26-073197","cik":"0000857855","ticker":"UCB","issuer_name":"UNITED COMMUNITY BANKS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/857855/0001104659-26-073197-index.html","primary_entity_key":"0000857855","primary_entity_name":"UNITED COMMUNITY BANKS INC"},"word_count":1513,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 11, 2026, United\nCommunity Bank (the “Bank”), a South Carolina state-chartered bank and wholly owned subsidiary of United Community Banks, Inc.\n(“United”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Bank, Navitas\nTopCo LLC (“Purchaser”), a Delaware limited liability company, and, solely for the limited purposes set forth therein, United,\nproviding for the sale of all of the issued and outstanding equity securities of Navitas Credit Corp., a Florida corporation and the Bank’s\nequipment lease financing subsidiary (“Finance Company”), and NLFC Reinsurance Corp., a Tennessee corporation and the Bank’s\nreinsurance subsidiary (“Reinsurance Company” and together with Finance Company, the “Companies”). United will\nguarantee the Bank’s payment and performance obligations under the Purchase Agreement. Each capitalized term used but not defined\nherein shall have the meaning ascribed to such term in the Purchase Agreement.\n\n \n\n*Transaction Consideration*\n\n \n\nPursuant to, and subject to\nthe satisfaction of the conditions in, the Purchase Agreement, Purchaser has agreed, at closing of the Transaction, to acquire all of\nthe issued and outstanding equity securities of both Companies from the Bank (the “Transaction”), in exchange for an amount\nin cash equal to the sum of the Base Purchase Price, *plus* the Incremental Asset Premium, *plus*Closing Cash, *plus or minus*(as applicable) the Non-Portfolio Net Assets/Liabilities, *minus* Closing Indebtedness, *minus*Transaction Expenses. The\nBase Purchase Price is equal to (a) the aggregate outstanding principal balance of equipment financings owned by the Finance Company\n(the “Owned Portfolio Assets Amount”) at the effective time of the Transaction (the “Effective Time”) (capped\nat, and not to exceed, $2,150,000,000), *plus* (b) a premium represented by the product of 7.346% multiplied by the lesser of\n(i) the Owned Portfolio Assets Amount as of the Effective Time and (ii) $1,756,008,306. The Incremental Asset Premium is calculated\nto account for Owned Portfolio Assets Amount over and above $1,756,008,306, representing a premium equal to 4% of the excess (subject\nto the aggregate $2,150,000,000 portfolio cap) of the amount representing the difference between $1,756,008,306 and the Owned Portfolio\nAssets Amount as of the Effective Time (if any and only if such difference is a positive number). The Non-Portfolio Net Assets/Liabilities\nwill result in an increase to the purchase price if the book value of non-portfolio assets minus book value of non-portfolio liabilities\n(in each case, subject to certain adjustments) results in a surplus. A decrease would occur if Non-Portfolio Net Assets/Liabilities amount\nresults in a deficiency. The Closing Indebtedness Amount will largely be representative of repayment of an intercompany loan between the\nBank and the Finance Company, and such loan is currently estimated to have a principal balance of $1,700,000,000. The Base Purchase Price\nis currently estimated to be approximately $1,900,000,000. If the closing of the Transaction occurs, the final purchase price will be\nsubject to certain customary adjustments post-closing.\n\n \n\n*Representations and Warranties; Covenants*\n\n \n\nThe Purchase Agreement contains\ncustomary representations and warranties by each of the parties. Each party has also agreed to customary covenants, including covenants\nrelating to: (i) the conduct of the Companies’ business during the interim period between the execution of the Purchase Agreement\nand the Effective Time; (ii) the transfer of certain Excluded Assets to the Bank before the Effective Time; and (iii) the implementation\nof certain restructuring transactions relating to Purchaser’s third-party acquisition financing and post-closing funding of the\nCompanies. The Purchase Agreement also contains indemnification provisions under which the parties have agreed, subject to certain limitations,\nto indemnify each other against certain liabilities. To supplement the limited indemnification provided by the Bank, Purchaser has obtained\nrepresentation and warranty insurance.\n\n \n\nThe Purchase Agreement includes\ncertain post-closing obligations of the parties, including (i) United and the Bank providing transition services to Purchaser; (ii) restrictive\ncovenants that restrict Purchaser from soliciting employees of United and the Bank; and (iii) restrictive covenants that restrict\nUnited and the Bank from soliciting customers and employees of the Companies or competing with Purchaser in the United States, subject\nto certain conditions and exceptions as provided in the Purchase Agreement.\n\n \n\n*Conditions to the Transaction*\n\n \n\nThe completion of the Transaction\nis subject to the satisfaction or waiver of customary conditions, including: (i)  the receipt of required regulatory approvals, without\nsuch approvals having resulted in the imposition of a materially burdensome condition, or the expiration or termination of the applicable\nwaiting periods and any extensions thereof; (ii) the absence of any order, injunction or decree or other legal restraint preventing\nthe consummation of the Transaction or making the consummation of the Transaction illegal; (iii) subject to certain exceptions, the\naccuracy of the representations and warranties of the other party, the majority of which are generally subject to a material adverse effect\nqualification; (iv) the performance in all material respects by the other party of its covenants and obligations under the Purchase\nAgreement; and (v) the absence of a material adverse effect with respect to the Companies since the execution of the Purchase Agreement.\nConsummation of the Transaction by Purchaser is not subject to any financing conditions. The Transaction is expected to close in the third\nquarter of 2026.\n\n \n\n \n\n \n\n \n\n*Termination; Termination Fee*\n\n \n\nThe Purchase Agreement provides\ncertain termination rights for both the Bank and Purchaser, including if the Transaction is not completed by December 11, 2026, subject\nto limitations where the terminating party’s failure to perform its obligations was the primary cause of the failure to close the\nTransaction by such date. The Purchase Agreement further provides that Purchaser must pay a termination fee to the Bank of $17,500,000\n(“Termination Fee”) in cash in the event that the Bank terminates the Purchase Agreement: (a) due to Purchaser’s\nwillful breach or failure to perform any of its covenants, agreements or obligations in the Purchase Agreement, or any inaccuracy of any\nrepresentation or warranty on the part of Purchaser (i) that would cause the conditions relating to the performance of such covenants,\nagreements or obligations or the accuracy of the representations and warranties to not be satisfied, (ii) that has not been waived\nby the Bank and (iii) if curable, has not been cured within a specified cure period, in each case, provided that neither United nor\nthe Bank is in breach of any of its representations, warranties or obligations such that the conditions to Purchaser’s obligation\nto close the Transaction have not been satisfied; or (b) if (i) all the mutual closing conditions and all conditions for the\nbenefit of Purchaser have been satisfied or waived and (ii) Purchaser does not consummate the closing of the Transaction at the time\nwhen required to close pursuant to the Purchase Agreement within five business days following irrevocable notice from the Bank that all\nclosing conditions for the benefit of the Bank have been satisfied or waived, and each of United and the Bank stands ready, willing and\nable to consummate the closing of the Transaction during the entirety of such five business day period. The Termination Fee, if and when\npayable, constitutes the sole remedy of the Bank and its affiliates against Purchaser upon termination of the Purchase Agreement, provided,\nhowever, the Bank retains the right to seek specific performance to compel Purchaser to consummate the closing prior to termination, subject\nto the terms and conditions of the Purchase Agreement.\n\n \n\n*Additional Information*\n\n \n\nThe foregoing description\nof the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase\nAgreement, which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and is incorporated\ninto this Report by reference. The representations, warranties and covenants of each party set forth in the Purchase Agreement have been\nmade only for purposes of, and were and are solely for the benefit of the parties to, the Purchase Agreement, and may be subject to limitations\nagreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual\nrisk between the parties to the Purchase Agreement instead of establishing those matters as facts, and may be subject to standards of\nmateriality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and\nwarranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely\non them as statements of fact. In addition, such representations and warranties will not survive consummation of the Transaction,\nunless otherwise specified therein, and were made only as of the date of the Purchase Agreement or such other date as is specified in\nthe Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the\ndate of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.\nAccordingly, the Purchase Agreement is included with this Report only to provide investors with information regarding the terms of the\nPurchase Agreement, and not to provide investors with any other factual information regarding United, the Bank, the Companies or Purchaser,\ntheir respective affiliates or their respective businesses."}