Form 8-K - Current report

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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): July 26, 2024

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:

[phone]

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			UCBI			Nasdaq Global Select Market
Depositary shares, each representing 1/1,000th interest in a share of Series I Non-Cumulative Preferred Stock			UCBIO			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 26, 2024, United Community Banks, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of its common stock, par value $1 per share (the “Common Stock”) and its depositary shares, each representing a 1/1000th interest in a share of the Company’s Series I Non-Cumulative Preferred Stock (the “Depositary Shares”) from Nasdaq and transfer each listing to the New York Stock Exchange (the “NYSE”).

The Company expects the listing and trading of the Common Stock and Depositary Shares on Nasdaq to cease at the close of trading on August 5, 2024 and the listing and trading of the Common Stock and Depositary Shares on the NYSE to commence at market open on August 6, 2024. The Common Stock and Depositary Shares have been approved for listing on the NYSE, where they will trade under the symbols “UCB” and “UCB PRI,” respectively.

Item 7.01 Regulation FD Disclosure.

On July 26, 2024 the Company issued a press release regarding its intention to transfer the listing of the Common Stock and Depositary Shares from Nasdaq to the NYSE, attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

EXHIBIT INDEX

Exhibit No.			Description
99.1			United Community Banks, Inc. Press Release, dated July 26, 2024
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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
			Name:			Jefferson L. Harralson
			Title:			Executive Vice President and Chief Financial Officer
Date:  July 26, 2024

For Immediate Release

For more information:    

Jefferson Harralson

Chief Financial Officer

[phone]

[e-mail]

UNITED COMMUNITY BANKS, INC. ANNOUNCES TRANSFER OF LISTING OF COMMON STOCK AND DEPOSITARY SHARES TO NYSE

GREENVILLE, SC – July 26, 2024 – United Community Banks, Inc. (NASDAQ: UCBI; UCBIO) (the “Company” or “United”) announced today that the Company will transfer the listing of its common stock and its Depositary Shares (each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock) from the Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange (“NYSE”). The Company expects to commence trading as a NYSE-listed company upon market open on August 6, 2024. United’s common stock and depositary shares will trade under new ticker symbols, “UCB” and “UCB PRI”, respectively, after the transfer. The Company’s common stock and depositary shares will continue to trade on Nasdaq until the close of the market on August 5, 2024.

“We are excited to announce our partnership with NYSE,” said United CEO, Lynn Harton. “In joining the world’s largest stock exchange, we believe NYSE will provide greater visibility for our company and shareholders. We look forward to celebrating this occasion and milestone for United by ringing The Opening Bell with our Board of Directors later in August.”

“We’re thrilled to welcome United Community Banks, Inc. to the New York Stock Exchange,” said Chris Taylor, Vice President, Global Head of Listings and Services at NYSE Group. “As the listing venue for many of the world’s leading banks, the Company should feel right at home among our community of icons and disruptors.”

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About United Community Banks, Inc.

United Community Banks, Inc. (NASDAQ: UCBI; UCBIO) is the financial holding company for United Community, a top 100 U.S. financial institution that is committed to improving the financial health and well-being of its customers and the communities it serves. United Community provides a full range of banking, wealth management and mortgage services. As of June 30, 2024, United Community Banks, Inc. had $27.1 billion in assets, 203 offices across Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee, as well as a national SBA lending franchise and a national equipment lending subsidiary. In 2024, United Community became a 10-time winner of J.D. Power’s award for the best customer satisfaction among consumer banks in the Southeast region and was recognized as the most trusted bank in the Southeast. In 2023, United Community was named by American Banker as one of the “Best Banks to Work For” for the seventh consecutive year and was recognized in the Greenwich Excellence and Best Brands Awards, receiving 15 awards that included national honors for overall satisfaction in small business banking and middle market banking. Forbes has also consistently listed United Community as one of the World’s Best Banks and one of America’s Best Banks. Additional information about United can be found at www.ucbi.com.

Cover Page	Jul. 26, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jul. 26, 2024
Entity Registrant Name	UNITED COMMUNITY BANKS, INC.
Entity Central Index Key	0000857855
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	001-35095
Entity Tax Identification Number	58-1807304
Entity Address, Address Line One	200 East Camperdown Way
Entity Address, City or Town	Greenville
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29601
City Area Code	800
Local Phone Number	822-2651
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $1 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $1 per share
Trading Symbol	UCBI
Security Exchange Name	NASDAQ
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing 1/1,000th interest in a share of Series I Non-Cumulative Preferred Stock
Trading Symbol	UCBIO
Security Exchange Name	NASDAQ

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