🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). It’s an official notice and information packet sent to shareholders before the annual meeting. Think of it as the company's "annual report card" and "action plan" that asks shareholders to vote on key issues. The meeting is virtual on May 13, 2026, at 3:00 PM ET. You can join at www.virtualshareholdermeeting.com/UCBI2026.

🏢 What The Company Does

👉 In simple terms, United Community Banks, Inc. (UCBI) is a regional bank based in Greenville, South Carolina. It serves customers across the Southeast with traditional banking services like loans, deposits, and wealth management. The company highlights a 75-year history and aims to be a "Legendary Bank" that's great for employees, customers, owners, and communities.

🚀 Key Votes & What's Happening

Shareholders are asked to vote on three main proposals:

1. Elect 12 Directors to the Board. The list includes the CEO and 11 independent directors with diverse backgrounds in finance, tech, marketing, and law.
2. Approve Executive Compensation (the "Say-on-Pay" vote). This is an advisory vote on the pay packages for top executives.
3. Ratify PricewaterhouseCoopers LLP (PwC) as the independent auditing firm for 2026.

👉 The board recommends voting FOR all three proposals.

👥 The Board & Governance

The Board provides oversight. Here’s the structure:

• Chairman & CEO: H. Lynn Harton (also President).
• Lead Independent Director: Thomas A. Richlovsky.
• Committees: Audit, Executive, Nominating & Governance, Risk, and Talent & Compensation. Each has specific duties (e.g., the Risk Committee oversees cybersecurity).
• Independence: The board states 11 of 12 nominees are independent under NYSE rules. The only exception is the CEO.
• Meetings: The Board met 6 times in 2025. All directors attended at least 75% of meetings.

💼 Executive Compensation

This section explains how top executives are paid. It links pay to company performance and shareholder returns.

• Philosophy: Aim to be competitive, tie pay to performance, and encourage long-term ownership of company stock.
• Components: Includes base salary, annual cash bonuses (short-term incentives), and long-term incentives like stock awards.
• 2025 Highlights: The company noted strong performance with operating earnings up 18% and revenue exceeding $1 billion for the first time. This performance is used to justify the compensation decisions.

📅 Key Dates & Logistics

• Record Date for Voting: March 16, 2026. You must own shares by this date to vote.
• Annual Meeting: May 13, 2026, at 3:00 PM ET (virtual only).
• Vote Deadline: You can vote before the meeting by internet, phone, or mail, or during the meeting itself.
• Shareholder Proposals for 2027: Must be submitted by December 2, 2026, for consideration in next year's proxy.

⚖️ Big Picture

👍 Strengths & Progress:

• Financial performance improved in 2025, with record revenue and higher earnings.
• Recognized for workplace culture (J.D. Power awards, "Best Banks to Work For").
• Active board refreshment and strong governance practices are emphasized.

⚠️ Risks & Challenges:

• Competitive pressures from private credit and emerging financial tech like stablecoins.
• Economic and regulatory uncertainties in the banking sector.
• The company must continue to manage costs and execute on its technology and growth strategies.

🧠 The Analogy

Think of this proxy statement like a town hall meeting agenda. The mayor and council (the Board) are updating the citizens (shareholders) on the past year, presenting a budget and plans (business performance), and asking everyone to vote on key decisions like re-electing council members and hiring the official town auditor.

📇 Key Contacts & People

• Corporate Secretary: Melinda Davis Lux
• Address: 200 East Camperdown Way, Greenville, South Carolina 29601
• Phone for Voting: 1-800-690-6903
• Websites for Voting/Materials:
  • www.proxyvote.com
  • www.ucbi.com (Corporate Governance section)

🧩 Final Takeaway

This document is your packet for the upcoming United Community Banks shareholder meeting. It asks you to vote to reconstitute the board, approve the executive pay plan, and keep the current auditors. The company is highlighting its recent financial comeback and cultural awards while asking for your support to continue its strategy.