UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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United Community Banks, Inc.

(Name of Registrant as Specified In Its Charter)​

 

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Message from our Chairman,
Chief Executive Officer, and President

“Together, we will continue building what we call a Legendary Bank — a place where great people want to work, customers love
to bank, owners are rewarded, and communities are better by our presence.”​

Dear Shareholders,

2025 marked United Community’s 75th anniversary — a milestone made possible by generations of customers, employees, and shareholders who have shaped United into one of the Southeast’s best regional banks. Our history includes challenging periods, including the Great Financial Crisis and the rapid Fed tightening cycle beginning in 2022, but throughout, our focus on serving our communities has remained constant. This culture of resilience has earned us eleven J.D. Power awards for Retail Client Satisfaction in the Southeast and consistent recognition as one of American Banker’s Best Banks to Work For and has positioned us well for long-term growth.

In 2025, we made significant progress toward regaining top-tier performance. Operating earnings rose 18% to $336 million, and operating earnings per share also increased 18% to $2.71. Revenue exceeded $1 billion for the first time, with strong production across retail lending, small business lending, and equipment finance. Our net interest margin improved, our credit quality remained solid, and we continued returning capital to shareholders through dividend increases and the repurchase of more than $40 million of stock. Our culture remains a differentiator, supported by industry-leading rankings in Trust and People and national recognition for our community involvement.

We also continued to invest in the future — expanding into key growth markets, enhancing treasury management services, adding new bankers across the footprint, and implementing new deposit and lending platforms that improve customer experience and efficiency. We strengthened our risk management capabilities and positioned the balance sheet for greater earnings stability. Looking ahead, we remain mindful of competitive pressures, including the growth of private credit and emerging regulatory questions around stablecoins, and we will continue to focus on cost discipline and operational effectiveness.

Artificial intelligence offers meaningful opportunities to improve productivity, strengthen fraud prevention, and accelerate product and process innovation. As our teams use these tools to work more efficiently, we will be able to execute more of the improvements that directly benefit our customers.

As we look to 2026, our goals are clear: deliver exceptional service, win our 12th J.D. Power award, double our Greenwich Awards, attract top banking talent, and continue improving returns for our shareholders. With a strong economy in our markets and a constructive regulatory environment, we have a tremendous opportunity ahead. Together, we will continue building what we call a Legendary Bank — a place where great people want to work, customers love to bank, owners are rewarded, and communities are better by our presence.

We will hold the 2026 Annual Meeting of Shareholders at 3:00 pm Eastern Time on May 13, 2026. The 2026 Annual Meeting will again this year be held in a virtual meeting format. It is important that your shares be represented at the 2026 Annual Meeting. You can gain access to the 2026 Annual Meeting at www.virtualshareholdermeeting.com/ UCBI2026. We hope you will participate in the 2026 Annual Meeting. Even if you anticipate participating in the virtual meeting, we ask that you please vote your proxy either by mail, telephone, or over the Internet in advance of the 2026 Annual Meeting to ensure that your shares will be represented.​

I look forward to updating you on developments in our business at the 2026 Annual Meeting.

Sincerely,

H. Lynn Harton
Chairman, Chief Executive Officer, and President

April 1, 2026

Notice of Annual Meeting of Shareholders

Table of Contents

Meeting Summary

The 2026 Annual Meeting of Shareholders of United Community Banks, Inc. (the “2026 Annual Meeting”) will be held exclusively online via the internet at 3:00 p.m. Eastern time on Wednesday, May 13, 2026. We refer to United Community Banks, Inc. throughout this Proxy Statement as “we,” “us,” the “Company,” or “United Community.” We refer to United Community Bank as the “Bank.” Additionally, unless otherwise noted or required by context, “2025,” “2024,” and “2023” refer to our fiscal years ended or ending December 31, 2025, 2024, and 2023, respectively.​

2026 Annual Meeting of Shareholders

Voting Matters

It is important that your shares be represented at the 2026 Annual Meeting, and we hope that you will access and participate in the 2026 Annual Meeting. If you do participate, you may vote during the 2026 Annual Meeting by following the instructions available on the meeting website during the meeting. However, even if you participate in the virtual meeting, we ask that you please vote before the 2026 Annual Meeting to ensure that your shares will be represented in one of the following three ways:

 

Director Nominees for Election

Below is information about each of our Board of Directors (“Board”) nominees, including his or her age as of April 1, 2026; the year in which he or she first became a director of our Company; his or her business experience for at least the past five years; and other information that led our Board to conclude that each nominee should serve as a director of our Company. There are no family relationships among the individuals comprising our directors, executive officers, and director nominees.

Board Composition

Our Bylaws provide that the number of directors on the Board may range from 8 to 14. The Board has set the size of the Board at 12 and has nominated 12 directors to serve following the 2026 Annual Meeting. The size of the Board may fluctuate in the future.

Our Board’s current composition has resulted from a thoughtful process of:

Recent Board Refreshment

Our Board is focused on ongoing Board refreshment targeting the right balance between longer-tenured directors possessing Company knowledge and recently-elected directors who offer fresh viewpoints and perspectives. We believe that ensuring that our Board comprises directors with a diverse mix of experiences, qualifications, attributes, skills, backgrounds, and viewpoints is critical to its ability to oversee the strategic direction of the Company as well as its commitment to enhancing long-term shareholder value.

Of our 11 independent directors, the following four directors have been elected in the past five years.

Board Qualifications, Skills, and Experience

Our Board believes that directors should possess the following core attributes:

The Nominating and Corporate Governance Committee and our Board desire that our Board collectively possesses a balance of qualifications, skills, and experience that are relevant to our business and strategy.

Beyond the core attributes expected of directors, the following are qualifications, skills, and experience that the Nominating and Corporate Governance Committee and Board view as desirable when evaluating director nominees. Additional information on the business experience and other qualifications of each of our director nominees is included under Director Nominees for Election. Each director may also contribute other important experience, qualifications, skills, experience, viewpoints, and personal attributes to our Board that are not reflected in the chart below.

Board Attributes

Board Committee Composition

Our Board has established five standing committees: Audit, Executive, Nominating and Corporate Governance, Risk, and Talent and Compensation. Our Board committees act on behalf of the Board and report their activities to the Board at regular Board meetings. The Board appoints the members of each committee based on the recommendations of the Nominating and Corporate Governance Committee.

At least annually, the Board and the Nominating and Corporate Governance Committee review the committee member assignments and chair positions and consider committee changes, refreshment, and chair rotations. The Board and Nominating and Corporate Governance Committee also regularly review the director qualifications, skills, and experience matrix to assist in evaluating the experience of directors on each committee.

The following table presents the current members and chairs of each of our standing committees.

The Board adopted a charter for each standing Board committee, and these charters are available on the Investor Relations > Corporate Governance section of our website (www.ucbi.com). Each committee charter addresses the purpose, authority, and responsibilities of the committee as well as membership and meetings. As required by each committee charter, each committee annually reviews and assesses its charter’s adequacy and the committee’s performance. Committees may recommend amendments to their respective charters, and our Board must approve amendments.

The current members, number of meetings held in 2025, and key responsibilities of each of our standing committees are described below.

Board Structure and Processes

Our Board provides active, engaged, independent oversight of the Company. Our Board sets the cultural “tone at the top” and oversees the Company’s business with an effective leadership structure guided by strong governance practices. All directors are well engaged in fulfilling their responsibilities. The Board places a high value on collegiality and open dialogue and proactively fosters a culture of transparency and respect for others. At Board meetings, the Lead Director and other directors regularly articulate the desire for all members of the Board to express their views and to be open to the opinions of others. We believe that the Board’s commitment to this positive culture is a core attribute that facilitates the Board’s effective independent oversight of the Company.

Our Board is guided by strong governance principles and practices, including the following:

Among other important functions, our Board and its committees:

Board Leadership Structure

Our Board periodically reviews its leadership structure. The Board maintains flexibility to determine the most effective leadership structure considering the composition of the Board, the composition of management, and the needs of the Company as they change over time. Our Board currently has a Chairman and an independent Lead Director. Mr. Harton, our CEO, serves as Chairman, and Mr. Richlovsky serves as Lead Director. The Lead Director is appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee.

Our Board believes that the existing structure, with Mr. Harton as Chairman and Mr. Richlovsky as Lead Director, continues to be the most effective leadership structure at this time. The Company benefits from an executive Chairman with deep experience in the financial services industry and knowledge of the Company’s emerging risks and issues that derives from close coordination with the management team. The combined CEO and Chairman role allows the Company to communicate its strategy to employees,

customers, regulators, shareholders, and other stakeholders in a single voice. The Company likewise benefits from a Lead Director with deep experience in the financial services industry who communicates regularly with the Chairman, other members of the Company’s management team, and the other independent directors. We believe that the joint efforts and coordination between our Chairman and Lead Director exemplify effective Board leadership and fulfillment of the Board’s oversight responsibilities.

Our Lead Director is highly engaged with management and the other independent directors. Mr. Richlovsky:

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Meets regularly with the CEO

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Coordinates with the CEO and committee chairs to develop Board and committee meeting agendas

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Speaks regularly with each of the committee chairs

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Attends all committee meetings

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Advises the CEO of the informational needs of the Board and provides feedback from the Board

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Serves as a “sounding board” for the CEO

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Develops topics of discussion for executive sessions of the Board

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Leads the executive sessions of the Board

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Coordinates with the CEO and the chair of the Nominating and Corporate Governance Committee to develop the agenda, topics, and content for the Board’s annual retreat

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Coordinates with the chair of the Talent and Compensation Committee on the annual performance evaluation of the CEO

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Serves as a contact for shareholders, employees, and other interested parties who wish to communicate with independent directors on the Board

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Director Independence

New York Stock Exchange (“NYSE”) listing standards require that a majority of our directors be independent and that each member of our Audit Committee, Nominating and Corporate Governance Committee, and Talent and Compensation Committee be independent. Our Board determines the independence of each director and director nominee in accordance with guidelines it adopted, which include all elements of independence set forth in the NYSE listing standards and SEC rules. The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that prohibits an independence finding for Board or committee purposes. Any director who has a material relationship with United Community or its management is not considered to be independent.

Our Board has affirmatively determined that all of our director nominees are independent under NYSE listing standards and our guidelines, except for our CEO, H. Lynn Harton, who is not considered independent due to his employment with the Company.

Our Board determined as to each independent director that no relationship exists, which, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. The Board also determined that each person who currently serves or who served in 2025 on the Audit Committee, the Nominating and Corporate Governance Committee, or the Talent and Compensation Committee meets or met, as applicable, the NYSE independence requirements for membership on those committees and, as to the Audit Committee, SEC independence rules.

In reaching the determination that Mr. Wilkins is independent, the Board considered that during 2025, the Company paid approximately $363,000 to the law firm of Nelson Mullins Riley & Scarborough, LLP (“NMRS”) for various legal services. Mr. Wilkins is a partner with NMRS. The fees paid to NMRS by United Community during 2025 amount to less than one-tenth of 1% of that firm’s total revenue and did not exceed established thresholds that are incompatible with Mr. Wilkins being considered independent under the rules of NYSE and applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Wilkins performed no legal work for the Company and received no compensation related to the engagement.

Board Executive Sessions

To encourage open and candid dialogue among independent directors, our Board and Board committees routinely meet in executive sessions outside the presence of management. The Lead Director presides over the executive sessions of our Board meetings, and each committee chair presides over the executive sessions of each respective committee. Independent directors are granted direct access to members of management at any time they consider necessary. During 2025, the Board held four executive sessions without any members of management present.

Board Oversight of Risk

The Board oversees the Company’s risk management and has developed a risk management structure to facilitate careful oversight of risk. The Board provides credible challenge and holds management accountable for maintaining an effective risk management program and for adhering to risk management expectations.

The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives and discusses reports prepared by United Community’s executive leadership, including the Chief Risk Officer, on areas of material risk to United Community. The Board uses these reports to understand the risk identification, risk management, and risk mitigation strategies being used by United Community and to oversee the implementation of the strategies.

To further support the risk management function, United Community also has a Risk Committee comprised solely of independent directors. The Risk Committee assists the Board in its general oversight of the Company’s risk management processes and is responsible for an integrated effort to identify, assess, and manage or mitigate material risks facing the Company. The Risk Committee’s primary functions include monitoring and reviewing United Community’s enterprise risk management processes, strategies, policies, and practices to identify emerging risks, evaluate the adequacy of United Community’s risk management functions, and make recommendations to management and the Board to effectively manage risks.

United Community is committed to maintaining appropriate practices regarding the security, availability, and confidentiality of the information entrusted to it by its customers and other stakeholders. In furtherance of that commitment, United Community continually works to strengthen its information technology infrastructure and enhance its cybersecurity and information security controls.

As part of its oversight responsibilities over Company risks and controls, the Risk Committee of the Board oversees United Community’s efforts to respond to increasingly challenging cyber and information security risks. At each quarterly meeting of the Risk Committee, United Community’s Chief Information Officer reports to the Risk Committee of the Board regarding security testing, training, audits, key cybersecurity metrics, and United Community’s efforts to identify, prepare for, prevent, and respond to critical threats. The Risk Committee receives regular updates on the maturity of United Community’s information security program, penetration testing results, infrastructure assessments, threat environment, security operations, operational events, vendor and supply chain security, and application / data security. On an annual basis, United Community’s Chief Information Officer presents a cybersecurity program update to the Risk Committee of the Board.

All employees are engaged in protecting and securing data. Employees receive annual training on cybersecurity risks, including training that raises awareness of phishing scams as well as annual training on security, privacy, and policy awareness. We also routinely conduct exercises to raise information security awareness. In addition to enterprise-wide cybersecurity training for all employees, the Company also annually conducts targeted cybersecurity training for all IT personnel and application development personnel.

New Director Orientation

Newly-elected directors engage in a director orientation process designed to familiarize them with the Company’s business and culture, corporate governance framework, and the role and responsibilities of directors. New directors meet individually with members of the Company’s executive leadership and are provided with information regarding the Company’s businesses, strategic planning process, risk management framework, and culture and values. Our General Counsel facilitates a Board orientation session to review the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other policies applicable to directors. Each newly-elected director is paired with an experienced director who provides guidance throughout the first year of service and serves as an ongoing resource. For the first year of directorship, new directors are invited to attend all Board committee meetings to gain an understanding of the operation and duties of each committee.

Board Continuing Education and Development

Board continuing education and development opportunities are provided to directors to support the performance of their responsibilities. These opportunities are designed to allow directors to augment their existing skill sets and remain abreast of emerging risks and trends applicable to the Company’s business and the financial services industry. The Company regularly provides directors with training sessions by management and by third-party specialists on a wide range of topics that assist directors in carrying out their responsibilities, including compliance, governance, technology, cybersecurity, regulatory oversight, risk management,

financial management, and laws governing directors’ duties and conduct. The Company also supports directors in attending third-party educational seminars and conferences.

In addition, the Board engages in an annual retreat. The Board retreat agenda is developed by the Company in collaboration with the Lead Director and chair of the Nominating and Corporate Governance Committee and with input from other directors. The Board retreat typically includes presentations and workshops with both internal resources and outside consultants and speakers. The content is specifically tailored to topics relevant to the Company’s strategic priorities, business plan, and risk management but also covers industry-wide trends, challenges, and opportunities. The Board retreat also provides directors with insights and perspectives from third-party stakeholders such as shareholders, investors, regulators, vendors, and advisors. Topics covered in recent years include economic outlook, political trends, regulatory changes, investor and analyst viewpoints, banking landscape, customer experience and strategy, M&A, fintech, digital adoption, and analysis of United Community business lines and functions.

Board Evaluations

The Board and each Board committee continually evaluate their own effectiveness throughout the year. The Lead Director, the committee chairs, and the CEO / Chairman regularly discuss the Board and Board committee areas of responsibility and processes as well as general governance principles, to seek ways in which to enhance the Board’s effectiveness and efficiency.

The Board and each committee perform self-evaluations annually using a process approved by the Nominating and Corporate Governance Committee. In addition, directors are asked to provide candid feedback on individual members of the Board to the chair of the Nominating and Corporate Governance Committee, the Chairman of the Board, or the Lead Director who then meet to discuss individual director performance and succession considerations.

The Board begins its annual self-evaluations by defining the goals it aims to accomplish, and it organizes its self-evaluation process to ensure a consistent methodology, which is crucial for producing reliable, valid, and comparable results. The Board retains a neutral party to facilitate the self-evaluation process to safeguard the privacy of responses, maintain objectivity, and encourage honest reflection. The Board has a comprehensive follow-up process whereby the third-party facilitator compiles results and presents them to the Board to be analyzed and interpreted. With the guidance and leadership of the Nominating and Corporate Governance Committee, the Board identifies areas of focus and enhancement based on the results of the annual self-evaluation process, and actionable recommendations are developed. The Board regularly revisits action plans and monitors improvements, fostering a cycle of continuous growth and learning.

For 2025, our Board evaluations encompassed the following key aspects of corporate governance:

Board and Committee Meeting Attendance

Directors are expected to attend our annual meeting of shareholders, Board meetings, and meetings of Board committees on which they serve. Attendance may be by telephone or video conference. During 2025, our Board met six times.

During 2025, each of our incumbent directors attended at least 75% of the aggregate meetings of our Board and the committees on which they served. In addition, each of our directors serving at the time attended our 2025 Annual Meeting of Shareholders.

Identifying and Evaluating Director Candidates

Our Board engages in an ongoing process of reviewing and evaluating its composition. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination using a rigorous director selection process as summarized below. The Board, in coordination with the Nominating and Corporate Governance Committee, also considers Board leadership succession planning and committee membership.

As noted above, from time to time, the Nominating and Corporate Governance Committee retains a third-party search firm to assist in identifying and evaluating potential Board candidates and, for any such candidate identified by a search firm, to compile and evaluate information regarding the candidate’s education, qualifications, skills, and experience. In 2025, the Nominating and Corporate Governance Committee did not engage any third-party search firms.

Although the Nominating and Corporate Governance Committee does not have a specific policy governing diversity, it considers, in identifying director candidates, a candidate’s education, qualifications, skills, and experience with a view toward having a diversity of viewpoints in the broadest sense being represented on the Board. These considerations include, without limitation, the individual’s interest in United Community, independence, integrity, reputation, business experience, education, accounting and financial expertise,

age, race, ethnicity, gender, geographic location, civic and community relationships, and knowledge and experience in matters impacting financial institutions. The Board believes that the presence of diverse backgrounds and viewpoints in the boardroom leads to more effective oversight, broader dialogue, and better decision-making.

Regarding incumbent directors considered for re-election, the Nominating and Corporate Governance Committee also assesses each director’s performance, contribution, level of engagement, and meeting attendance record. In addition, the Nominating and Corporate Governance Committee determines whether nominees are able to commit sufficient time to fulfill their responsibilities as directors effectively.

Process for Shareholders to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee

Any shareholder who wishes to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must submit a written notice to our Corporate Secretary. For the 2027 Annual Meeting of Shareholders, the Nominating and Corporate Governance Committee will consider recommendations received by December 2, 2026. The written notice must set forth:

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The name and business or residence address of the nominee;

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The number of shares of common stock of United Community that are beneficially owned by the nominee;

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The total number of shares that, to the knowledge of the nominating shareholder, would be voted for such person;

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The signed consent of the nominee to serve, if elected; and

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The name and residence address of the nominating shareholder, and the number of shares of United Community common stock that are beneficially owned by the nominating shareholder.

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Written notices should be sent to the Corporate Secretary, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601. A proposed nominee must complete a questionnaire providing requested information about his or her background and qualifications as well as information that would be required to be disclosed by the SEC’s proxy rules and would allow the Nominating and Corporate Governance Committee to evaluate that person’s independence. In addition, any shareholder who intends to solicit proxies in support of director nominees other than our nominees at the 2027 Annual Meeting of Shareholders, in order to comply with the SEC’s universal proxy rules, must provide notice no later than March 15, 2027 to our Corporate Secretary (at the same address previously set forth) that contains all information required by Exchange Act Rule 14a-19.

There were no director nominations proposed for the 2026 Annual Meeting by any shareholder.

Communications with the Board

Shareholders and other interested parties wishing to communicate with the Board should send any communication in writing to the Corporate Secretary, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601. Any such communication from shareholders must state the number of shares beneficially owned by the shareholder making the communication. The communication will be forwarded to the full Board or to any individual director or directors to whom the communication is directed unless the communication is determined to be ministerial or inappropriate.

CEO and Key Management Succession Planning

Our Board oversees our long-term management development and succession. Management maintains procedures to be implemented upon the sudden departure of our CEO or other key members of executive leadership. The management development and succession program focuses on key positions and succession elements, including identification of potential successors for positions when it is determined that internal succession is appropriate, assessment of each potential successor’s level of readiness, and preparation of individual growth and development plans. The succession plans are reviewed by the Board at least annually.

Board Policies and Guidelines

Stock Ownership Guidelines

The Board has adopted share ownership guidelines for directors and executive officers.

Each nonemployee director is expected to maintain a meaningful ownership of shares of the Company’s common stock, which the Company considers to be common stock having a value at least equal to five times the annual director cash retainer payable for service on the Company’s Board. Such ownership is expected to be acquired within five years of election to the Board. Each nonemployee director is expected to retain ownership of 100% of all shares granted by the Company after such shares vest until the nonemployee director reaches the target.

Each employee at the level of Executive Vice President and above, which includes all of our executive officers, is expected to maintain a meaningful ownership of shares of the Company’s common stock, which the Company considers to be a number of shares of our common stock having a value at least equal to a multiple, as set forth in the following table, of the officer’s annual base salary as in effect from time to time. Such ownership is expected to be acquired within five years of such person’s hire or promotion date. Each executive officer is expected to retain ownership of 100% of all net after-tax shares granted by the Company after such shares vest until the executive officer reaches the ownership target.

Certain Relationships and Related Party Transactions

United Community has a written related-party transaction policy that governs the review, approval, and ratification of any transaction that would be required to be disclosed by United Community pursuant to SEC requirements. United Community’s Board (or the Audit Committee of the Board) must approve all such transactions under the policy.

Before the Company may enter into a related-party transaction or an amendment thereof, the Board (or a committee of the Board) must consider all of the available relevant facts and circumstances, including, if applicable, benefits to United Community, the impact of the transaction on director independence, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to or from unrelated third parties or employees generally, as the case may be. No member of the Board or any of its committees shall participate in the review, consideration, or approval of any related-party transaction with respect to which such member or any of his or her immediate family members is a related party.

There were no related-party transactions in 2025, except as described in Director Independence.

Insider Trading Policy

Our insider trading policy, which governs trading in our securities by our directors, officers, and employees, is designed to promote compliance with insider trading laws, rules, regulations, and applicable exchange listing standards. It also prohibits directors and employees (including our executive officers) from pledging United Community securities as collateral, holding United Community securities in a margin account, or hedging against any decrease in the market value of equity securities issued by United Community and held by them, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds, or other derivative instruments related to United Community stock.

Code of Business Conduct and Ethics

United Community has adopted a Code of Business Conduct and Ethics designed to promote ethical conduct, which applies to our Board and all employees of United Community, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer as well as all other executive leadership. A copy of United Community’s Code of Business Conduct and Ethics can be found on our website (www.ucbi.com), where we will also publish any changes or waivers to the Code of Business Conduct and Ethics.

Director Compensation

Director Compensation Decision Making

Role of Talent and Compensation Committee

The Talent and Compensation Committee reviews and recommends to the Board the compensation of the Company’s nonemployee directors. In performing this role, the Talent and Compensation Committee regularly meets with and receives analysis and information (including peer data) from Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant. The Board and Talent and Compensation Committee believe that director compensation should attract and retain qualified directors and compensate them for the significant time commitment and substantial contributions they are expected to make in their capacities as directors. The Board and Talent and Compensation Committee also believe that director compensation should align the directors’ interests with the long-term interests of the Company’s shareholders. The compensation program for the Company’s nonemployee directors is a combination of cash and equity and is assessed and reviewed relative to peers at least annually.

Role of Independent Compensation Consultant

The Talent and Compensation Committee has engaged the services of Aon to provide independent compensation consulting services. Aon has provided compensation consulting services to the Talent and Compensation Committee since 2015.

The independent compensation consultant’s involvement in director compensation decision making closely mirrors their role in executive leadership compensation decision making. See Proposal 2 — Compensation Discussion and Analysis: Executive Leadership Compensation Decision Making, Role of Independent Compensation Consultant for additional information regarding the independent compensation consultant’s role in compensation decision making.

Director Compensation Components

Our director compensation program is comprised of three primary components:

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Director Retainer Compensation — Cash: Provides the director with a fixed annual cash payment for serving on the Board. This component of director compensation is paid to directors quarterly and is designed to recognize and reward the skill, competency, experience, and performance a director brings to the position. Adjustments to the director cash retainer, if approved, are typically effective annually in January.

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Director Retainer Compensation — Equity: Provides the director with a fixed annual equity grant with vesting restrictions. This component of director compensation is generally granted to directors annually in conjunction with the director’s re-election to the Board. Adjustments to the director equity retainer, if approved, are typically effective annually in January and applied prospectively to future equity grants. The Talent and Compensation Committee believes that equity compensation provides an opportunity to strengthen the alignment of director pay with shareholder value creation.

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Committee Fee Compensation — Cash: Provides the director with an additional fixed cash payment for serving on and / or chairing Board committees. This component of director compensation is paid to directors quarterly. Adjustments to director committee fee cash compensation, if approved, are typically effective annually in January.

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We also reimburse directors for certain fees and expenses incurred in connection with continuing education activities and for travel and expenses related to United Community business. On occasion, a director may be accompanied by his or her spouse on a business-related trip or flight. Any incremental cost attributable to the director’s spouse is de minimis and, accordingly, we do not allocate incremental cost to the director for his or her spouse’s use of our aircraft when accompanying the director on a business trip, and we do not pay any other expenses for the spouse’s benefit.

Our 2025 director compensation program included the same elements and general structure as our 2024 director compensation program.

Directors of the Company and the Bank who are employees of the Company and / or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank’s Board.

Director Compensation for 2025

The following table presents the components of 2025 director compensation. Committee chairs receive the cash member fee in addition to the cash chair fee. The Lead Director receives the director cash retainer in addition to the Lead Director cash retainer.

Annual Director Equity Retainer

The annual director equity retainer is generally in the form of time-based restricted stock units granted on the date directors are elected at the annual meeting, and vesting the day before the following year’s annual meeting, assuming the director’s continued service with us.

Time-based restricted stock units were granted to each nonemployee director on May 14, 2025 that will vest on May 12, 2026, subject to the director’s continued service through the vesting date.

Director Compensation Table

The following table presents the compensation earned by or paid to each person who served as a nonemployee member of our Board during all or any part of 2025. Certain columns specified for this table by Item 402(k) of Regulation S-K have been omitted because they were not applicable.

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(1)

The director cash retainer may be deferred pursuant to the United Community Bank Deferred Compensation Plan. No directors elected to defer his or her 2025 director cash retainer.

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(2)

This represents the grant date fair value of time-based restricted stock units granted on May 14, 2025 (2,526 underlying shares valued at $29.70 per share, the price of United Community’s common stock on that date) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. All nonemployee director time-based restricted stock units granted in 2025 were outstanding as of December 31, 2025. See Note 16 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 17, 2026, for information regarding assumptions made in the valuation of these grants.

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(3)

Mr. Shaver did not stand for re-election at the 2025 Annual Meeting of Shareholders. Therefore, his 2025 director compensation includes compensation related to his service on the Board through the 2025 Annual Meeting of Shareholders.

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Corporate Governance Information

You can find additional information regarding our corporate governance practices on the Investor Relations > Corporate Governance section of our website (www.ucbi.com), including our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Shareholder Nomination and Communication Procedures, and the charter of each of our standing committees. This information is also available in print to any shareholder who sends a written request to: Investor Relations, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601.

Executive Officers

Below is information about each of our executive officers, including his or her age, the year in which he or she first became an executive officer, and his or her business experience for at least the past five years. Each of our executive officers is appointed annually by the Board and serves at the discretion of the Board.