{"url_path":"/sec/ucb/8-k/2026-06-12/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 ****Financial Statements and Exhibits.**","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":1553,"has_tables":true,"body_markdown":"**Item 9.01****Financial Statements and Exhibits.**\n\n \n\n(d) See exhibit index below for the list of exhibits filed or\nfurnished with this Current Report on Form 8-K.\n\n \n\n**EXHIBIT INDEX**\n\n \n\nExhibit No.\n \nDescription\n\n[2.1*](tm2617702d1_ex2-1.htm)\n \n[Stock Purchase Agreement, dated as of June 11, 2026, by and among United Community Bank, United Community Banks, Inc. (solely for the limited purposes set forth therein), and Navitas TopCo LLC](tm2617702d1_ex2-1.htm)\n\n[99.1](tm2617702d1_ex99-1.htm)\n \n[United Community Banks, Inc. Press Release, dated June 12, 2026](tm2617702d1_ex99-1.htm)\n\n[99.2](tm2617702d1_ex99-2.htm)\n \n[United Community Banks, Inc. Investor Presentation, dated June 12, 2026](tm2617702d1_ex99-2.htm)\n\n104\n \nCover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)\n\n \n\n*Annexes, schedules and exhibits to the Stock Purchase Agreement have been omitted\npursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S.\nSecurities and Exchange Commission (“SEC”) upon its request.\n\n \n\n \n\n \n\n \n\n**Caution About Forward-Looking Statements**\n\n \n\nThis Report may contain “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities\nExchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements\nof historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking\nterminology such as “believes,” “expects,” “may,” “will,” “could,” “should,”\n“projects,” “plans,” “goal,” “targets,” “potential,” “estimates,”\n“pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,”\n“likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include,\nbut are not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial\nprojections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value\nper share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions\nthat underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s\nbeliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees\nof future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking\nstatements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause\nactual results or financial condition to differ materially from those expressed in or implied by such statements. Because forward-looking\nstatements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances,\nmany of which are beyond United’s control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence,\nand that could cause actual results to differ materially from the results implied or anticipated by the statements.\n\n \n\nFactors that could cause or contribute to such\ndifferences include, but are not limited to, the following:\n\n \n\n·the risk that the Transaction may not be completed\non the currently anticipated terms or at all, including due to the failure to satisfy closing conditions or obtain required regulatory\napprovals;\n\n·the risk that any financial benefits from the\nTransaction may not be realized or may take longer than anticipated to be realized;\n\n·the occurrence of any event, change, or other\ncircumstances that could give rise to the termination of the Purchase Agreement;\n\n·the effect of potential adverse reactions or\nchanges to business relationships, including with customers, counterparties, and employees, resulting from the announcement or completion\nof the Transaction;\n\n·the possibility that the costs, fees, expenses\nand charges related to the Transaction may be unexpected or greater than anticipated;\n\n·diversion of management’s attention from\nongoing business operations;\n\n·the risk of potential litigation or regulatory\naction related to the Transaction;\n\n·negative economic and political conditions that\nadversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence,\nthe financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of nonperforming\nassets, charge-offs and provision expense;\n\n·changes in loan underwriting, credit review or\nloss policies associated with economic conditions, examination conclusions or regulatory developments;\n\n·the potential effects of pandemics or public\nhealth conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental\nauthorities to address these conditions;\n\n·strategic, market, operational, liquidity and\ninterest rate risks associated with our business;\n\n·potential fluctuations or unanticipated changes\nin the interest rate environment, including interest rate changes made by the Federal Reserve, replacement or reform of other interest\nrate benchmarks, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held\nas well as the value of other financial assets;\n\n·any unanticipated or greater than anticipated\nadverse conditions in the national or local economies in which we operate;\n\n·our loan concentration in industries or sectors\nthat may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local\neconomies in which we operate;\n\n·the risks of expansion into new geographic or\nproduct markets;\n\n·risks with respect to our ability to identify\nand complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations\nthat we acquire;\n\n·our ability to attract and retain key employees;\n\n \n\n \n\n \n\n \n\n·competition from financial institutions and other\nfinancial service providers including non-bank financial technology providers and our ability to attract customers from other financial\ninstitutions;\n\n·losses due to fraudulent and negligent conduct\nof our customers, third-party service providers or employees;\n\n·cybersecurity risks and the vulnerability of\nour network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing\nschemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business\nand financial performance or reputation;\n\n·our reliance on third parties to provide key\ncomponents of our business infrastructure and services required to operate our business;\n\n·the risk that we may be required to make substantial\nexpenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market, including\nthose accelerated by the use of artificial intelligence and machine learning;\n\n·the availability of and access to capital, particularly\nif there were to be increased capital requirements or enhanced regulatory supervision;\n\n·legislative, regulatory or accounting changes\nthat may adversely affect us;\n\n·volatility in the allowance for credit losses\nresulting from the current expected credit losses methodology, either alone or as that may be affected by conditions affecting our business;\n\n·adverse results (including judgments, costs,\nfines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future legislation, litigation,\nregulatory proceedings, examinations, investigations, or similar matters, or developments related thereto;\n\n·government shutdowns, the effect of which could\ndelay legislative activities or regulatory approval processes that could be harmful to our customers, business activities and strategic\ninitiatives;\n\n·any matter that would cause us to conclude that\nthere was impairment of any asset, including intangible assets, such as goodwill;\n\n·limitations on our ability to declare and pay\ndividends and other distributions from the Bank to United, which could affect United’s liquidity, including its ability to pay dividends\nto shareholders or take other capital actions;\n\n·the potential effects of events beyond our control\nthat may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars\nand other foreign conflicts, climate change and weather related events, disruptions in our customers’ supply chains, disruptions\nin transportation, essential utility outages or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other\ntrading partners in retaliation to U.S. tariffs; and\n\n·other risks and uncertainties disclosed in documents\nfiled or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed,\nimplied or otherwise anticipated by such forward-looking statements.\n\n \n\nFurther information regarding additional factors\nthat could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary\nNote Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for\nthe year ended December 31, 2025 and other documents subsequently filed by United with the SEC, which are available on the SEC website\nat www.sec.gov.\n\n \n\nMany of these factors are beyond United’s\nability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying\nassumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders\nand investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required\nby law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this Report, which speaks only as\nof the date of its filing with the SEC, whether as a result of new information, future events, or otherwise.\n\n \n\nUnited qualifies all forward-looking statements\nby these cautionary statements.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**UNITED COMMUNITY BANKS, INC.**\n\n \n \n\n \n \n\n \nBy:\n**/***s**/*** Jefferson L. Harralson\n\n \n \nJefferson L. Harralson\n\n \n \nExecutive Vice President and\n\n \n \nChief Financial Officer\n\n \n \n\nDate: June 12, 2026"}