UNITED COMMUNITY BANKS INC

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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United Community Banks, Inc.

(Name of Registrant as Specified In Its Charter)

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April 2, 2024

Dear Shareholders,

At United Community our goal is to achieve consistent performance through both good and uncertain times. We do that by focusing on the basics – building great teams, providing exceptional customer service, and taking a conservative approach to growth. 2023 proved to be a volatile year for the banking industry, but we performed well. Deposits grew by $1.4 billion, or 8.4%, and loans grew by $972 million, or 6.3%. Our core profitability, while acceptable with an operating return on assets of 0.94%, ended up below our expectations due primarily to increasing deposit costs.

We accomplished many strategic goals during 2023. We began the year by completing the Progress Financial Corporation merger. This gave us entry into attractive markets in Alabama and the Florida Panhandle, but more importantly, brought us a great team of bankers to continue to propel our growth. In February, we announced a merger agreement with First National Bank of South Miami – a community bank with more than seven decades of experience serving that market, and an outstanding team ready to help us continue to build our Florida market.

With our desired Southeastern footprint largely settled, we felt 2023 was the opportune time to invest in our brand to build for the future. So, under the leadership of our new Chief Marketing Officer, we updated our logo and refreshed our brand, which was met with positive reviews.

Our teams continued to receive several recognitions during the year, including being named one of America’s Most Trusted Companies by Newsweek, and as one of the Best Banks to Work For by American Banker.

As we look forward to 2024, economic conditions continue to be unsettled. The yield curve continues to be inverted – long a predictor of possible recession, and a condition that makes healthy risk-taking difficult, as investors are incented to invest short term rather than long term. Concerns about Commercial Real Estate lending are elevated. Fiscal policy is unsustainably expansionary while monetary policy is highly restrictive. We will likely have one of the most contentious presidential elections in our lifetimes this year. For these reasons, we expect continuing market volatility in 2024.

To perform well amid this volatile environment, our focus in 2024 is on what we believe “moves the needle.” First, our teams. We continue to hire great people and to invest in new training and development programs. Many of our competitors are either distracted by merger integrations or are liquidity constrained, providing us opportunities to attract great bankers. Second, customer service. Our internal customer service scores are at near record levels because our teams are exceptionally proactive in serving our clients. We believe that our service model is a key difference in our ability to compete and win.

Another advantage we have is the quality of counsel and direction we receive from our Board. As they represent your interests, I’d like to spend some time discussing how we have built our Board of Directors and how we think about ongoing refreshment and succession planning at the Board level.

Banking is a complex business serving many types of customers with products of varying levels of complexities. To be successful, banks must manage multiple significant risks, including interest rate risk, liquidity (as we saw last spring with the failure of several large regional banks due to liquidity and interest rate risk issues), credit risk, and operational risk (including fraud), among others. Finally, banks are highly regulated and must maintain solid working relationships with their numerous regulators.

To help guide our institution, we seek out directors with specific skills and expertise in various areas that we believe are important to our success. As you look over the experience of our Board members, you will see banking experience in financial control functions, risk management, technology, and customer data. You will also see experience in human resources and talent development, political relations, branding and marketing, and sales and business development. This was no accident. We believe that seeking out these diverse skill sets and experiences enables your Board to better anticipate issues and challenge management, as well as serve as advisors to each member of the executive team.

This year, we added a new director, John James, with an outstanding background in accounting and financial management in regional and global banks. Mr. James will be a valuable contributor to our Board and to the Audit Committee and Risk Committee, on which he serves.

We also make culture an important consideration in our selection of Board members. Culture is hard to define, but easy to see in action. For us, we want the Board culture to mirror our bank culture, where we focus on working as a TEAM, seeking the TRUTH, TRUSTING each other, and finally, CARING about each other as we work to make United Community a LEGENDARY BANK.

We deliberately spend time at the Board level understanding the true culture of the bank. I say “true culture” because culture is not what we say we do, but what we actually do.

By way of example of how this works in action, your Board has open interaction between Board meetings with all members of the executive team. Our annual Board retreat is attended jointly by the Board and our entire executive team so that the same messages are heard and debated at the same time. Board members are invited to attend our Spring Leadership Conference, attended by the top 175 leaders from across the bank, which focuses on the challenges and opportunities we face. They attend an annual session and dinner with our Leadership Academy, consisting of 20 emerging leaders from across the company who participate in a 9-month leadership program. Additionally, Board members are invited to our annual Chairman’s Circle retreat, where our top salespeople and our top culture award winners are recognized. The Board also receives a detailed review of our regular employee engagement survey, as we prepare those results to be shared across the company. These efforts help our Board understand, support, and embody the cultural values of United Community.

I am honored to work with this Board, and you are well represented.

We will hold the 2024 Annual Meeting of Shareholders at 3:00 p.m. Eastern time on Wednesday, May 15, 2024. The 2024 Annual Meeting will again this year be held in a virtual meeting format. It is important that your shares be represented at the 2024 Annual Meeting. You can gain access to the 2024 Annual Meeting at www.virtualshareholdermeeting.com/ UCBI2024. We hope you will participate in the 2024 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 2024 Annual Meeting to ensure that your shares will be represented.

I look forward to updating you on developments in our business at the 2024 Annual Meeting.

Sincerely,

H. Lynn Harton

Chairman, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

By order of the Board of Directors

Melinda Davis Lux

General Counsel and Corporate Secretary

200 East Camperdown Way

Greenville, South Carolina 29601

April 2, 2024

Proxy Statement