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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): May 30, 2023

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.)

125 Highway 515 East

Blairsville, Georgia 30512

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(706) 781-2265

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 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 8.01    Other Events.

On February 13, 2023, United Community Banks, Inc., (the “Company”) announced a definitive merger agreement (the “Merger Agreement”) with First Miami Bancorp, Inc., (“First Miami”) pursuant to which First Miami will merge with and into the Company (the “Merger”).

On May 30, 2023, the Company issued a press release announcing that it had received all required regulatory approvals, that First Miami had received shareholder approval for the Merger and that legal closing is expected on July 1, 2023. A copy of the press release is attached hereto as Exhibit 99.

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			Press release dated May 30, 2023 (furnished only).
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/ Melinda Davis Lux
			Name:			Melinda Davis Lux
			Title:			Executive Vice President, General Counsel, and Corporate Secretary
Date:  May 30, 2023

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