grepcent / static financial knowledge base

UNITED COMMUNITY BANKS INC (UCB)

CIK: 0000857855. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-17.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=857855. Latest filing source: 0000857855-26-000008.

Informational only - descriptive public-record data, not investment advice.

Business

Read UCB's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read UCB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,063,152,000USD20252026-02-17
Net income328,095,000USD20252026-02-17
Assets28,002,554,000USD20252026-02-17

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000857855.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue404,281,000440,445,000522,211,000560,957,000577,434,000744,402,000826,151,000893,248,000952,124,0001,063,152,000
Net income100,656,00067,821,000166,111,000185,721,000164,089,000269,801,000277,472,000187,544,000252,397,000328,095,000
Diluted EPS1.400.922.072.311.912.972.521.542.042.62
Operating cash flow139,914,000207,962,000270,006,000153,933,000158,681,000359,320,000607,307,000293,971,000349,734,000384,035,000
Capital expenditures17,375,00022,183,00017,617,00020,944,00018,462,00026,483,00042,704,00072,485,00047,044,00027,579,000
Dividends paid15,849,00026,210,00041,634,00053,044,00058,912,00066,914,00086,883,000105,085,000112,316,000118,518,000
Share buybacks13,659,0000.000.0013,020,00020,782,00015,101,0000.000.000.0044,269,000
Assets10,708,655,00011,915,460,00012,573,192,00012,916,016,00017,794,374,00020,946,771,00024,008,884,00027,297,251,00027,720,258,00028,002,554,000
Liabilities9,632,920,00010,612,126,00011,115,638,00011,280,324,00015,786,844,00018,724,526,00021,308,210,00024,035,726,00024,288,131,00024,363,868,000
Stockholders' equity1,075,735,0001,303,334,0001,457,554,0001,635,692,0002,007,530,0002,222,245,0002,700,674,0003,261,525,0003,432,127,0003,638,686,000
Free cash flow122,539,000185,779,000252,389,000132,989,000140,219,000332,837,000564,603,000221,486,000302,690,000356,456,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin24.90%15.40%31.81%33.11%28.42%36.24%33.59%21.00%26.51%30.86%
Return on equity9.36%5.20%11.40%11.35%8.17%12.14%10.27%5.75%7.35%9.02%
Return on assets0.94%0.57%1.32%1.44%0.92%1.29%1.16%0.69%0.91%1.17%
Liabilities / equity8.958.147.636.907.868.437.897.377.086.70

Industry Peer Context

Each number-line places UCB against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

UCB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UCB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%UCB 30.9%

ROE peer context

UCB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UCB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%UCB 9.0%

ROA peer context

UCB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.UCB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%UCB 1.2%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

UCB FY2025 free cash flow bridge from reported figures.UCB FY2025 free cash flow bridge from reported figures.UCB free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$384.0MOperating cash flow-$27.6MCapex$356.5MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000857855-26-000008; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000857855-26-000008; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000857855-26-000008; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

UCB revenue, last 5 periods. Source: SEC companyfacts FY2025.UCB revenue, last 5 periods. Source: SEC companyfacts FY2025.UCB RevenueLatest point: FY2025 = $1.1BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: Revenues. Source concepts: us-gaap:Revenues.

UCB net income, last 5 periods. Source: SEC companyfacts FY2025.UCB net income, last 5 periods. Source: SEC companyfacts FY2025.UCB Net incomeLatest point: FY2025 = $328.1MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

UCB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.UCB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.UCB Diluted EPSLatest point: FY2025 = $2.62/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

UCB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.UCB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.UCB Operating cash flowLatest point: FY2025 = $384.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

UCB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.UCB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.UCB Capital expendituresLatest point: FY2025 = $27.6MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

UCB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.UCB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.UCB Dividends paidLatest point: FY2025 = $118.5MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

UCB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.UCB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.UCB Share buybacksLatest point: FY2025 = $44.3MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

UCB assets, last 5 periods. Source: SEC companyfacts FY2025.UCB assets, last 5 periods. Source: SEC companyfacts FY2025.UCB AssetsLatest point: FY2025 = $28.0BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: Assets. Source concepts: us-gaap:Assets.

UCB liabilities, last 5 periods. Source: SEC companyfacts FY2025.UCB liabilities, last 5 periods. Source: SEC companyfacts FY2025.UCB LiabilitiesLatest point: FY2025 = $24.4BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

UCB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.UCB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.UCB Stockholders' equityLatest point: FY2025 = $3.6BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

UCB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.UCB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.UCB Free cash flowLatest point: FY2025 = $356.5MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000857855-26-000008; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000857855.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.61reported discrete quarter
2022-Q32022-09-300.74reported discrete quarter
2023-Q12023-03-310.52reported discrete quarter
2023-Q22023-06-30213,920,00063,288,0000.53reported discrete quarter
2023-Q32023-09-30204,265,00047,866,0000.39reported discrete quarter
2023-Q42023-12-31165,737,00014,090,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31225,837,00062,631,0000.51reported discrete quarter
2024-Q22024-06-30233,021,00066,615,0000.54reported discrete quarter
2024-Q32024-09-30202,849,00047,347,0000.38reported discrete quarter
2024-Q42024-12-31239,466,00075,804,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31247,677,00071,413,0000.58reported discrete quarter
2025-Q22025-06-30260,239,00078,733,0000.63reported discrete quarter
2025-Q32025-09-30276,848,00091,494,0000.70reported discrete quarter
2025-Q42025-12-31278,388,00086,455,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31276,510,00084,289,0000.69reported discrete quarter

Quarterly Charts

UCB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB Quarterly RevenueLatest point: 2026-Q1 = $276.5MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000857855-26-000017; filed 2026-05-06. Concept: Revenues. Source concepts: us-gaap:Revenues.

UCB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB Quarterly Net incomeLatest point: 2026-Q1 = $84.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000857855-26-000017; filed 2026-05-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

UCB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.UCB Quarterly Diluted EPSLatest point: 2026-Q1 = $0.69/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.50/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000857855-26-000017; filed 2026-05-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000857855-26-000017.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial condition at March 31, 2026 and December 31, 2025 and our results of operations for the three months ended March 31, 2026 and 2025. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements and is intended to provide insight into our results of operations and financial condition. The following discussion and analysis should be read along with our consolidated financial statements and related notes included in Part I - Item 1 of this Report, “Cautionary Note Regarding Forward-Looking Statements” beginning on page 4 of this Report and the risk factors discussed in our Item 1A. of our 2025 10-K and in Part II, Item IA. of this Report.

Unless the context otherwise requires, in this Report, the terms “we,” “our,” “us” refer to United on a consolidated basis.

Non-GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our ongoing business operations. Operating performance measures include “noninterest income - operating,” “noninterest expense - operating,” “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” and “return on assets – operating,” “efficiency ratio – operating” and “tangible common equity to tangible assets.” We have developed internal policies and procedures to accurately capture and account for merger-related and other charges we consider to be non-operating or non-recurring and those charges are reviewed with the Audit Committee of our Board each quarter. We use these non-GAAP measures because we believe they provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. We believe these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. Nevertheless, non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP. In addition, because non-GAAP measures are not standardized, it may not be possible to compare our non-GAAP measures to similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 16 of MD&A.

Executive Overview and Results of Operations

Overview

We offer a wide array of commercial and consumer banking services and investment advisory solutions provided through a 200 banking office network throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. Our equipment finance and SBA/USDA lending businesses operate throughout the United States. At March 31, 2026, we had consolidated total assets of $28.2 billion and 3,118 full-time equivalent employees.

Merger Activity

Subsequent to the end of the first quarter, on April 21, 2026, we entered into a definitive merger agreement to acquire Peach State Bancshares, Inc. and its wholly-owned subsidiary, Peach State Bank & Trust, headquartered in Gainesville, Georgia. As of March 31, 2026, Peach State Bank & Trust reported total assets of $788 million, with total loans of $498 million and total deposits of $713 million. We expect the merger to close in the third quarter of 2026. See Note 10 to the Notes of the Financial Statements for further detail.

Results of Operations

We reported net income and diluted earnings per common share of $84.3 million and $0.69, respectively, for the first quarter of 2026. This compared to net income and diluted earnings per common share of $71.4 million and $0.58, respectively, for the same period in 2025. Net income - operating for the first quarter of 2026 was $84.7 million, which excluded merger-related and other charges and a $6.70 million one-time payroll transition bonus, which were partially offset by a $5.18 million gain on a terminated cash flow hedge and the $1.89 million release of an accrual for the special FDIC insurance assessment related to certain 2023 bank failures that the

30

FDIC announced it no longer intended to collect. Net income - operating for the first quarter of 2025 was $72.4 million and excluded merger-related and other charges.

We reported total revenue for the first quarters of 2026 and 2025 of $277 million and $248 million, respectively. FTE net interest revenue increased to $234 million for the first quarter of 2026, compared to $213 million for the first quarter of 2025. The increase was mostly driven by a $20.9 million decrease in deposit interest expense as the average rate paid on interest-bearing deposits decreased 52 basis points. The net interest margin increased to 3.65% for the three months ended March 31, 2026 from 3.36% for the same period in 2025, primarily due to the steeper decrease in interest rates paid on deposits compared to the decrease in interest rates earned on loans.

Noninterest income of $43.7 million for the first quarter of 2026 was up $8.09 million, or 23%, from the first quarter of 2025, primarily driven by the $5.18 million gain on the terminated cash flow hedge and a $1.39 million increase in other investment income.

We recorded provisions for credit losses of $10.9 million and $15.4 million for the first quarters of 2026 and 2025, respectively. The lower provision expense for the first quarter of 2026 mostly reflects a more favorable economic forecast compared to that of first quarter of 2025.

For the first quarter of 2026, noninterest expense of $157 million increased by $16.2 million compared to the same period of 2025. The increase was mostly driven by a $17.0 million increase in salaries and employee benefits, primarily due to the one-time payroll transition bonus of $6.70 million and higher total compensation, a portion of which resulted from the acquisition of ANB in the second quarter of 2025, annual merit increases that became effective April 1, 2025 and higher incentives. This was partially offset by a $2.37 million decrease in FDIC assessment and other regulatory charges, reflecting the release of the remaining FDIC special assessment accrual and a lower assessment rate for the first quarter of 2026 compared to the same period of 2025.

Results for the first quarter of 2026 are discussed in further detail throughout the following sections of MD&A.

31

[[GREPCENT_TABLE]]
[["UNITED COMMUNITY BANKS, INC."],["Table 1 - Financial Highlights"],["(dollars in thousands, except per share data)","","2026","","2025","","First Quarter 2026 - 2025 Change"],["","","First Quarter","","Fourth Quarter","","Third Quarter","","Second Quarter","","First Quarter"],["INCOME SUMMARY"],["Interest revenue","","$","333,961","","","$","346,367","","","$","353,850","","","$","347,365","","","$","335,357"],["Interest expense","","101,197","","","108,441","","","120,221","","","121,834","","","123,336"],["Net interest revenue","","232,764","","","237,926","","","233,629","","","225,531","","","212,021","","","10","%"],["Noninterest income","","43,746","","","40,462","","","43,219","","","34,708","","","35,656","","","23"],["Total revenue","","276,510","","","278,388","","","276,848","","","260,239","","","247,677","","","12"],["Provision for credit losses","","10,853","","","13,662","","","7,907","","","11,818","","","15,419","","","(30)"],["Noninterest expense","","157,302","","","152,048","","","150,868","","","147,919","","","141,099","","","11"],["Income before income tax expense","","108,355","","","112,678","","","118,073","","","100,502","","","91,159","","","19"],["Income tax expense","","24,066","","","26,223","","","26,579","","","21,769","","","19,746","","","22"],["Net income","","84,289","","","86,455","","","91,494","","","78,733","","","71,413","","","18"],["Non-operating items","","508","","","606","","","3,468","","","4,833","","","1,297","","","n/m"],["Income tax benefit of non-operating items","","(113)","","","(133)","","","(751)","","","(1,047)","","","(281)","","","n/m"],["Net income - operating (1)","","$","84,684","","","$","86,928","","","$","94,211","","","$","82,519","","","$","72,429","","","17"],["PERFORMANCE MEASURES"],["Per common share:"],["Diluted net income - GAAP","","$","0.69","","","$","0.70","","","$","0.70","","","$","0.63","","","$","0.58","","","19"],["Diluted net income - operating (1)","","0.70","","","0.71","","","0.75","","","0.66","","","0.59","","","19"],["Cash dividends declared","","0.25","","","0.25","","","0.25","","","0.24","","","0.24","","","4"],["Book value","","30.54","","","30.17","","","29.44","","","28.89","","","28.42","","","7"],["Tangible book value (3)","","22.56","","","22.24","","","21.59","","","21.00","","","20.58","","","10"],["Key performance ratios:"],["Return on common equity - GAAP (2)(4)","","9.35","%","","9.48","%","","9.20","%","","8.45","%","","7.89","%"],["Return on common equity - operating (1)(2)(4)","","9.39","","","9.53","","","9.83","","","8.87","","","8.01"],["Return on tangible common equity - operating (1)(2)(3)(4)","","13.05","","","13.31","","","13.56","","","12.34","","","11.21"],["Return on assets - GAAP (4)","","1.22","","","1.21","","","1.29","","","1.11","","","1.02"],["Return on assets - operating (1)(4)","","1.22","","","1.22","","","1.33","","","1.16","","","1.04"],["Net interest margin (FTE) (4)","","3.65","","","3.62","","","3.58","","","3.50","","","3.36"],["Efficiency ratio - GAAP","","56.66","","","54.40","","","54.30","","","56.69","","","56.74"],["Efficiency ratio - operating (1)","","55.65","","","54.19","","","53.05","","","54.84","","","56.22"],["Equity to total assets","","12.97","","","12.99","","","12.78","","","12.86","","","12.56"],["Tangible common equity to tangible assets (3)","","9.92","","","9.92","","","9.71","","","9.45","","","9.18"],["ASSET QUALITY"],["NPAs","","$","98,623","","","$","93,498","","","$","97,916","","","$","83,959","","","$","93,290","","","6"],["ACL - loans","","208,396","","","210,429","","","215,791","","","216,500","","","211,974","","","(2)"],["Net charge-offs","","10,377","","","16,418","","","7,676","","","8,225","","","9,607","","","8"],["ACL - loans to loans","","1.06","%","","1.09","%","","1.13","%","","1.14","%","","1.15","%"],["Net charge-offs to average loans (4)","","0.22","","","0.34","","","0.16","","","0.18","","","0.21"],["NPAs to total assets","","0.35","","","0.33","","","0.35","","","0.30","","","0.33"],["AT PERIOD END ($ in millions)"],["Loans","","$","19,602","","","$","19,384","","","$","19,175","","","$","18,921","","","$","18,425","","","6"],["Investment securities","","5,889","","","5,988","","","6,163","","","6,382","","","6,661","","","(12)"],["Total assets","","28,177","","","28,003","","","28,143","","","28,086","","","27,874","","","1"],["Deposits","","24,025","","","23,798","","","24,021","","","23,963","","","23,762","","","1"],["Shareholders\u2019 equity","","3,655","","","3,639","","","3,597","","","3,613","","","3,501","","","4"],["Common shares outstanding (thousands)","","119,684","","","120,598","","","121,553","","","121,431

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-17. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes. The discussion of the components of our results of operations focuses on financial trends and events occurring between 2024 and 2025.

For additional information related to financial trends between 2024 and 2023, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, which information under that caption is incorporated herein by this reference. Historical results of operations are not necessarily predictive of future results.

GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our core business operations. Operating performance measures include “noninterest income - operating”, “noninterest expense - operating”, “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating,” and “efficiency ratio – operating.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the Audit Committee of our Board each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 21 of MD&A.

Executive Overview and Results of Operations

Overview

We offer a wide array of commercial and consumer banking services and investment advisory services, which as of December 31, 2025, was comprised of 199 banking offices throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. Our equipment finance and SBA/USDA lending businesses operate throughout the United States. At December 31, 2025, we had consolidated total assets of $28.0 billion and 3,070 full-time equivalent employees.

Recent Developments

•On May 1, 2025, we completed the acquisition of ANB, which was headquartered in Oakland Park, Florida where it operated one banking location. In the acquisition, we acquired $301 million in loans and $374 million in deposits. ANB’s results are included in our consolidated results beginning on May 1, 2025. We continue to evaluate future potential transactions as opportunities arise.

•During 2025, we completed the following transactions in accordance with our ongoing capital management strategy:

◦On September 15, 2025, we redeemed all outstanding shares of our Series I preferred stock, which had a carrying value of $88.3 million.

◦We repurchased $44.3 million of our common stock.

◦We redeemed two series of senior debt instruments prior to maturity totaling $135 million.

40

Results of Operations

We reported net income and diluted earnings per common share of $328 million and $2.62, respectively, in 2025 compared to $252 million and $2.04, respectively, in 2024. Net income - operating and diluted earnings per common share - operating for 2025 were $336 million and $2.71, respectively, compared to $284 million and $2.30, respectively, for 2024. Net income - operating for 2025 excludes merger-related and other charges, while 2024 also excludes additional items, notably the loss on the sale of the manufactured housing loans of $27.2 million and the loss on the sale of FinTrust of $5.10 million. See Table 21 of MD&A for the Non-GAAP Performance Measures Reconciliation for further detail on operating net income and operating diluted earnings per share.

Total revenue of $1.06 billion increased $111 million from 2024, primarily as a result of the increase in net interest revenue. FTE net interest revenue increased by $81.6 million, which was mostly driven by lower deposit interest expense. During 2025, our net interest margin increased 23 basis points to 3.52%, which reflects steeper decreases in deposit rates compared to that of loans. See section titled Net Interest Revenue and Tables 2 and 3 of MD&A for further detail on net interest revenue.

In addition, noninterest income for 2025 increased $29.3 million, or 23%, compared to 2024, which is mostly due to the absence of the 2024 loss on the manufactured housing loan sale mentioned above. See Table 4 of MD&A for further detail on noninterest income.

We recorded a provision for credit losses of $48.8 million in 2025 compared to $51.0 million for 2024. The provision for credit losses in 2025 reflects lower net charge-offs, partially offset by stronger loan growth compared to 2024. Additionally, the provision for credit losses for 2024 included a special provision of $9.80 million related to expected losses in western North Carolina, which was severely affected by Hurricane Helene. This reserve was fully released over the course of 2025 as losses were lower than expected.

Noninterest expense increased $13.8 million, or 2%, compared to 2024, which was mostly driven by the $14.4 million increase in salaries and employee benefits, reflecting higher total compensation. This was partially offset by the decrease in other noninterest expense of $7.19 million, as 2024 included the loss on the FinTrust sale. See Table 5 of MD&A for further detail on noninterest expense.

41

UNITED COMMUNITY BANKS, INC.
Table 1 Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202520242023
INCOME SUMMARY
Interest revenue$1,382,939$1,377,741$1,237,107
Interest expense473,832550,373419,342
Net interest revenue909,107827,368817,765
Noninterest income154,045124,75675,483
Total revenue1,063,152952,124893,248
Provision for credit losses48,80650,95189,430
Noninterest expense591,934578,167571,273
Income before income tax expense422,412323,006232,545
Income tax expense94,31770,60945,001
Net income328,095252,397187,544
Non-operating items10,20440,26888,894
Income tax benefit of non-operating items(2,212)(8,702)(21,489)
Net income - operating (1)*$336,087$283,963$254,949
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP$2.62$2.04$1.54
Diluted net income - operating (1)*2.712.302.11
Common stock cash dividends declared0.980.940.92
Book value30.1727.8726.52
Tangible book value (3)*22.2420.0018.39
Key Performance Ratios:
Return on common equity - GAAP (2)9.12%7.07%5.34%
Return on common equity - operating (1)(2)*9.447.977.33
Return on tangible common equity - operating (1)(2)(3)*13.3411.4210.63
Return on assets - GAAP1.170.900.68
Return on assets - operating (1)*1.201.020.94
Net interest margin (FTE)3.523.293.35
Efficiency ratio - GAAP55.4660.2460.09
Efficiency ratio - operating (1)*54.5157.1556.17
Equity to total assets12.9912.3811.95
Tangible common equity to tangible assets (3)*9.928.978.36
ASSET QUALITY
Total NPAs$93,498$115,635$92,877
ACL - loans210,429206,998208,071
Net charge-offs41,92657,69052,243
ACL - loans to loans1.09%1.14%1.14%
Net charge-offs to average loans0.220.320.30
NPAs to total assets0.330.420.34
AT PERIOD END ($ in millions)
Loans$19,384$18,176$18,319
Investment securities5,9886,8045,822
Total assets28,00327,72027,297
Deposits23,79823,46123,311
Shareholders’ equity3,6393,4323,262
Common shares outstanding (thousands)120,598119,364119,010

(1) Excludes non-operating items as detailed on Non-GAAP Performance Measures Reconciliation on page 62.(2) Net income less preferred stock dividends, divided by average common equity. (3) Excludes effect of acquisition related intangibles and associated amortization.

* Represents a non-GAAP measure. See reconciliation of non-GAAP measures to related GAAP financial measures. For more information, see Non-GAAP Performance Measures Reconciliation on page 62.

42

Net Interest Revenue

FTE net interest revenue for 2025 was $913 million, compared to $832 million for 2024. The net interest spread was 2.68% and 2.27% for 2025 and 2024, respectively, while the net interest margin was 3.52% and 3.29%, respectively. Improvement in the net interest spread and net interest margin resulted from reductions totaling 175 basis points in the federal funds rate beginning in September of 2024, which drove decreases in funding costs, and to a lesser extent, loan yields. The increase in net interest revenue also reflects eight months of net interest revenue from the loans and deposits acquired from ANB, which closed on May 1, 2025. Interest expense on deposits decreased $71.8 million, which was mostly driven by a decrease in interest rates paid on deposits, partially offset by deposit growth. In addition, during late 2024 and 2025 we redeemed several debt issuances, which was the primary driver of the reduction in interest expense on long-term debt of $6.31 million.

The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provide further insight into net interest spread and net interest margin for the periods indicated.

43

Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(dollars in thousands, (FTE))

202520242023
Average BalanceInterestAvg. RateAverage BalanceInterestAvg. RateAverage BalanceInterestAvg. Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)$18,776,288$1,152,5856.14%$18,124,179$1,146,4406.33%$17,576,424$1,042,5785.93%
Taxable securities (3)6,354,276209,8103.306,172,942199,7893.245,929,687162,5052.74
Tax-exempt securities (FTE) (1)(3)352,8998,9512.54362,6559,1522.52381,7319,7962.57
Federal funds sold and other interest-earning assets481,50715,7013.26623,42626,6524.28642,49926,3974.11
Total interest-earning assets (FTE)25,964,9701,387,0475.3425,283,2021,382,0335.4724,530,3411,241,2765.06
Noninterest-earning assets:
Allowance for credit losses(217,084)(212,968)(191,016)
Cash and due from banks208,922215,411239,574
Premises and equipment396,923394,127355,139
Other assets (3)1,664,2061,611,4051,517,940
Total assets$28,017,937$27,291,177$26,451,978
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand$6,023,746141,2672.35$6,014,052175,5342.92$5,161,071125,3362.43
Money market6,775,187193,9082.866,188,579214,7423.475,462,677156,3972.86
Savings1,120,7533,2080.291,146,3052,7170.241,312,4692,8660.22
Time3,572,941123,3013.453,519,461140,2293.983,106,989100,9733.25
Brokered time deposits50,5092,0684.0950,3592,2974.56224,91410,0024.45
Total interest-bearing deposits17,543,136463,7522.6416,918,756535,5193.1715,268,120395,5742.59
Federal funds purchased and other borrowings22,6931,2335.432,4681315.3175,9653,1954.21
FHLB advances9,5924334.514124,4255,7614.63
Long-term debt195,6868,4144.30319,16314,7234.61324,75314,8124.56
Total borrowed funds227,97110,0804.42321,63514,8544.62525,14323,7684.53
Total interest-bearing liabilities17,771,107473,8322.6717,240,391550,3733.1915,793,263419,3422.66
Noninterest-bearing liabilities:
Noninterest-bearing deposits6,327,2006,299,0197,091,034
Other liabilities345,832409,547397,337
Total liabilities24,444,13923,948,95723,281,634
Shareholders’ equity3,573,7983,342,2203,170,344
Total liabilities and shareholders’ equity$28,017,937$27,291,177$26,451,978
Net interest revenue (FTE)$913,215$831,660$821,934
Net interest-rate spread (FTE)2.68%2.27%2.40%
Net interest margin (FTE) (4)3.52%3.29%3.35%

(1)Interest revenue on tax-exempt securities and loans includes a taxable-equivalent adjustment to reflect comparable interest on taxable securities and loans. The FTE adjustments totaled $4.11 million, $4.29 million, and $4.17 million, respectively, for 2025, 2024, and 2023. The tax rate used to calculate the adjustment was 25% in 2025 and 2024 and 26% in 2023, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.

(2)Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.

(3)Unrealized gains and losses on AFS securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $232 million, $306 million, and $424 million in 2025, 2024, and 2023, respectively, are included in other assets for purposes of this presentation.

(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

44

The following table shows the relative effect on net interest revenue resulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid on such assets and liabilities.

Table 3 - Change in Interest Revenue and Interest Expense

(dollars in thousands, (FTE))

2025 Compared to 20242024 Compared to 2023
Increase (decrease) due to changes inTotalIncrease (decrease) due to changes inTotal
VolumeRateChangeVolumeRateChange
Interest-earning assets:
Loans$40,580$(34,435)$6,145$33,180$70,682$103,862
Taxable securities5,9394,08210,0216,88930,39537,284
Tax-exempt securities(247)46(201)(483)(161)(644)
Federal funds sold and other interest-earning assets(5,362)(5,589)(10,951)(797)1,052255
Total interest-earning assets40,910(35,896)5,01438,789101,968140,757
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand282(34,549)(34,267)22,59727,60150,198
Money market19,103(39,937)(20,834)22,48035,86558,345
Savings deposits(62)553491(381)232(149)
Time deposits2,102(19,030)(16,928)14,52624,73039,256
Brokered time deposits7(236)(229)(7,956)251(7,705)
Total interest-bearing deposits21,432(93,199)(71,767)51,26688,679139,945
Federal funds purchased and other short-term borrowings1,09931,102(3,729)665(3,064)
FHLB advances433433(5,761)(5,761)
Long-term debt(5,367)(942)(6,309)(257)168(89)
Total borrowed funds(3,835)(939)(4,774)(9,747)833(8,914)
Total interest-bearing liabilities17,597(94,138)(76,541)41,51989,512131,031
Increase in net interest revenue$23,313$58,242$81,555$(2,730)$12,456$9,726

Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

45

Noninterest Income

The following table presents the components of noninterest income for the periods indicated.

Table 4 - Noninterest Income
For the Years Ended December 31,
(in thousands)Change
2025202420232025-2024
Service charge and fees:
Overdraft fees$13,538$13,523$11,737%
ATM and debit card interchange fees16,00015,56315,4313
Other service charges and fees12,19311,90811,2442
Total service charges and fees41,73140,99438,4122
Mortgage loan gains and related fees25,07327,56719,220(9)
Wealth management fees18,87023,69523,740(20)
Gains (losses) from sales of other loans, net7,923(21,284)9,146n/m
Other lending and loan servicing fees16,41214,39613,97314
Securities gains (losses), net352(3,316)(53,333)n/m
Other noninterest income:
Customer derivatives4,9162,3042,517113
Other investment income3,2057,817(7)n/m
BOLI10,1389,2998,0309
Treasury management income8,4706,7795,06425
Other16,95516,5058,7213
Total other noninterest income43,68442,70424,3252
Total noninterest income$154,045$124,756$75,48323

The decrease in mortgage loan gains and related fees was primarily a result of a decrease in mortgage servicing income of $2.39 million, which includes fair value adjustments to our mortgage servicing asset.

Wealth management fees decreased in 2025 compared to 2024, which included nine months of fees from FinTrust prior to the sale of that business in October of 2024. However, our assets under management at December 31, 2025 increased to $3.40 billion from $3.15 billion at December 31, 2024 as we continue to grow our United Community Private Wealth division.

Gains and losses on sales of other loans generally result from the sale of SBA/USDA loans and equipment financing loans. We sell a portion of our SBA/USDA loan production each quarter, which is determined mostly by the current lending environment and balance sheet management activities. We also sell certain equipment financing receivables based on market conditions. In addition, during 2024, we sold $303 million of manufactured housing loans, substantially all of that portfolio, which resulted in a $27.2 million loss. The sale reduced risk and allowed us to redirect resources to activities that better align with our strategic objectives.

The increase in other lending and loan servicing fees was mostly driven by an increase in equipment financing fee revenue.

Customer derivative fees were up due to stronger loan growth and increased product demand, attributable to the lower interest rate environment compared to the same periods of 2024.

The decrease in other investment income was driven primarily by less favorable unrealized gains on mutual funds and equity securities during 2025 compared to 2024.

Treasury management income increased 25% compared to 2024, which reflects our continued investment in both talent and product offerings related to this line of business.

Provision for Credit Losses

We recorded a provision for credit losses of $48.8 million in 2025, compared to $51.0 million in 2024. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses. Additional discussion on the ACL is included in the “Allowance for Credit Losses” section under “Credit Risk Management” section of this Report.

46

Noninterest Expense

The following table presents the components of noninterest expense for the periods indicated.

Table 5 - Noninterest Expense
For the Years Ended December 31,
(dollars in thousands)Change
2025202420232025-2024
Salaries and employee benefits$354,451$340,043$318,4644%
Occupancy44,96844,30642,6401
Communications and equipment55,24449,24943,26412
Professional fees24,59524,73226,732(1)
Lending and loan servicing expense8,7598,3799,7225
Outside services - electronic banking13,44113,70311,577(2)
Postage, printing and supplies10,6509,8679,4678
Advertising and public relations9,6058,5469,47312
FDIC assessments and other regulatory charges18,98720,97827,449(9)
Amortization of intangibles13,07914,59615,175(10)
Merger-related and other charges10,2048,62327,21018
Other27,95135,14530,100(20)
Total noninterest expense$591,934$578,167$571,2732

The increase in salaries and employee benefits was driven by higher total compensation, reflecting annual merit increases that went into effect on April 1, 2025, higher performance-related incentive compensation and the addition of ANB employees on May 1, 2025. Full time equivalent headcount totaled 3,070 at December 31, 2025, up 3% from 2,979 at December 31, 2024.

Communications and equipment expense increased primarily due to new software contracts and incremental software contract costs on existing contracts, including volume based increases.

FDIC assessments and other regulatory charges decreased for 2025 as the comparative period of 2024 included $1.74 million of FDIC special assessment expense.

Other noninterest expense decreased for 2025 as the 2024 comparative period included a $5.39 million loss on the sale of FinTrust. In addition, during 2025, fraud losses declined compared to 2024.

Merger-related and other charges for 2025 primarily related to the ANB acquisition and branch closure costs. Merger-related and other charges for 2024 primarily consisted of costs associated with our rebranding, branch closure costs, and expense related to the sale of FinTrust.

Income Tax Expense

The following table presents income tax expense and the effective tax rate for the periods indicated.

Table 6 - Income Tax Expense

(dollars in thousands)

202520242023
Income before income taxes$422,412$323,006$232,545
Income tax expense94,31770,60945,001
Effective tax rate22.3%21.9%19.4%

See Note 19 for a reconciliation of income taxes calculated at our statutory federal income tax rate to income tax expense recognized in our consolidated statements of income. Reconciling items generally consist of state income taxes, as well as the effect of tax exempt income and non-deductible expenses.

47

Managing Risk

Our business purpose is to provide financial services and products to customers, which inherently comes with risk. We strive to manage, mitigate and optimize that risk appropriately. We maintain an enterprise risk framework that provides for the structure of the governance and oversight of our primary risk categories, which are outlined below.

•Credit risk: The risk that a borrower or counterparty will fail to perform on an obligation. Credit risk is interrelated with asset quality risk, collection risk and concentration risk. Asset quality risk is associated with the potential for losses due to the deterioration in the value of the loan portfolio. Collection risk relates to our ability to collect on and manage delinquent accounts. Concentration risk is the risk that we could incur a loss due to a significant exposure to a single borrower or group of borrowers such as an industry or geographic region.

•Liquidity risk: The potential that we will be unable to meet our financial obligations as they become due because of an inability to liquidate assets or obtain adequate funding or that we cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions. Funding risk, which is the potential inability to generate cash flow to meet short-term obligations, and funding source risk, reflecting the potential inability to obtain and maintain funding from various sources, are included within liquidity risk.

•Market / interest rate risk: The risk resulting from adverse movements in market rates or prices. Market risk includes interest rate risk, the potential for financial losses due to fluctuations related to interest rates, and hedging risk, the potential for financial losses or reduced gains stemming from hedging strategies used to manage other risks.

•Capital risk: The risk of loss of capital/equity through events such as a reduction of earnings, growth in excess of capital generation, or other unforeseen events resulting in earnings loss and/or capital erosion. We also manage capital adequacy risk, which is the risk of not having sufficient capital to meet obligations and absorb unexpected losses. Capital inadequacy can lead to insolvency.

•Strategic risk: The potential that strategic decisions will have an adverse effect on our current or projected financial condition. This includes adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the financial services industry and operating environment. Planning, budgeting and competition risks fall under the strategic risk umbrella.

•Operational risk: The potential that inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events will have an adverse effect on our current or projected financial condition. The following risks are included within operational risk: execution, technology, information security, data, talent/culture, model, fraud, third-party, physical, and business disruption/continuity.

•Legal and compliance risk: The potential for financial loss, reputational damage or operational disruptions due to legal actions, non-compliance with laws and regulations or contractual failures. Compliance risk also pertains to the risk that changes in laws and regulations could affect the operations of our business. We are subject to examination and reporting requirements of the Federal Reserve, FDIC, the SCBFI and the CFPB and we are also subject to various requirements and restrictions under federal and state law.

•Reputation risk: The risk arising from negative public opinion or damaged relationships due to actions of the Bank, its employees or flaws in our products and services. This risk may impair the Bank's competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships.

The objective of our risk framework is to establish a formal structure for identifying, assessing, managing, monitoring and reporting risks in order to assist the Bank in achieving its strategic objectives. The framework’s three guiding principles are to be comprehensive, scalable and adaptable. First, the framework provides for comprehensive risk identification and reporting practices that support informed decision-making. Second, the framework establishes a foundational risk management philosophy that provides for the sustainability of a safe and profitable bank. Third, the design of the framework is adaptable allowing risk owners to manage risks to the specific needs of business units and allows for the evolution of risk management activities as the Bank’s risk profile and resources evolve over time.

The following discussion of our financial results and activities for the periods covered by this Report are grouped into their most relevant risk categories of Credit Risk Management, Liquidity Risk Management, Market / Interest Rate Risk Management and Capital Risk Management.

Credit Risk Management

Credit risk is inherent to the lending function. It is important to identify the causes for major credit problems and implement a sound risk management system so returns are maximized while risks are minimized. Growth of portfolios, entrance into new markets or business lines, acquired portfolios, new lending personnel, a competitive environment, counterparty exposures, and current economic conditions all may contribute to an elevated credit risk environment if not properly managed.

48

Our loan portfolio is the largest asset on our balance sheet; therefore credit risk management plays a key role in our overall risk management infrastructure. We consider it essential to maintain a strong credit culture throughout the bank. Credit culture encompasses the behavior, beliefs, philosophy, organization and policies relating to the management of the entire credit function.

We manage concentration risk through project limits, portfolio and sub-portfolio limits, and relationship exposure limits, which vary by risk rating, as well as industry concentration limits.

We have robust underwriting policies that prioritize rational decision-making, compliance with regulatory standards, portfolio diversification, and continuous monitoring, aiming to achieve a balanced approach between risk and reward while ensuring the long-term stability and success of our organization.

Asset Quality

We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit administration function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures.

We conduct reviews of classified performing and non-performing loans, FDMs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by Credit Risk Management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of credit and risk rating policies and procedures.

Loans

As of December 31, 2025, loans totaled $19.4 billion, an increase of $1.21 billion, or 7%, compared to $18.2 billion at December 31, 2024. The increase reflects the addition of loans acquired from ANB, which totaled $301 million at acquisition, and organic loan growth, particularly in our commercial portfolio and in home equity loans.

Allowance for Credit Losses

The ACL reflects management’s assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Estimates section for additional information on the ACL.

The ACL for loans at December 31, 2025 totaled $210 million compared to $207 million at December 31, 2024 and the ACL for loans as a percentage of total loans decreased to 1.09% from 1.14%. The increase in ACL was primarily attributable to loan growth and the initial allowance established for ANB, partially offset by the full release of the Hurricane Helene related allowance over the course of 2025. The initial ACL for ANB loans totaled $3.65 million, $1.25 million of which was reclassified from the fair value of PCD loans with no impact to earnings. The Hurricane Helene reserve was $9.80 million at December 31, 2024 and was gradually released throughout 2025 based on our assessment of potential storm-related loan losses. Our ACL for unfunded commitments totaled $15.1 million at December 31, 2025 compared to $10.4 million at December 31, 2024, mostly due to an increase in construction commitments.

The following tables provide information on loans and the ACL for the periods indicated. See Note 6 to the consolidated financial statements for further information on loans and the ACL.

49

The following table presents the loan portfolio and the allocation of the ACL by loan type for the periods indicated.

Table 7 - Loan Portfolio Composition and ACL Allocation

As of December 31,

(dollars in thousands)

202520242023
Loans% of portfolioACLACL to LoansLoans% of portfolioACLACL to LoansLoans% of portfolioACLACL to Loans
Owner occupied CRE$3,949,89820%$24,8880.63%$3,398,21719%$19,8730.58%$3,264,05118%$23,5420.72%
Income producing CRE5,032,3422644,0710.884,360,9202441,4270.954,263,9522347,7551.12
Commercial & industrial2,696,2911443,2691.602,428,3761335,4411.462,411,0451330,8901.28
Commercial construction & land997,80258,2860.831,655,710916,3700.991,859,5381021,7411.17
Equipment financing1,847,9991045,8522.481,662,501947,4152.851,541,120933,3832.17
Total commercial14,524,33275166,3661.1513,505,72474160,5261.1913,339,70673157,3111.18
Residential mortgage3,157,0171629,2410.933,231,4791832,2591.003,198,9281728,2190.88
Home equity1,319,474711,8490.901,064,874611,2471.06958,98759,6471.01
Residential construction & land190,62511,7990.94178,40511,6720.94301,65021,8330.61
Manufactured housing (2)1,72345026.12336,474210,3393.07
Consumer187,53611,1740.63186,44818440.45181,11717220.40
Total (1)$19,378,984$210,4291.09$18,168,653$206,9981.14$18,316,862$208,0711.14

(1) Loans presented exclude fair value hedge basis adjustments. (2) In 2025, manufactured housing loans were included in consumer loans.

The following table sets forth the maturity distribution of our loan portfolio, as well as the interest rate sensitivity for loans maturing after one year.

Table 8 - Loan Portfolio Maturity

As of December 31, 2025

(in thousands)

MaturityRate Structure for Loans Maturing Over One Year (2)
One Year or Less2 - 5 Years6 - 15 YearsAfter 15 YearsTotal (1)Fixed RateVariable Rate
Owner occupied CRE$327,127$2,129,219$1,291,876$201,676$3,949,898$2,312,450$1,310,321
Income producing CRE1,176,0722,923,395782,985149,8905,032,3421,857,0291,999,241
Commercial & industrial536,2341,515,726584,87759,4542,696,291793,9661,366,091
Commercial construction & land415,882436,147128,05217,721997,802134,069447,851
Equipment financing66,0501,364,086417,8631,847,9991,781,949
Total commercial2,521,3658,368,5733,205,653428,74114,524,3326,879,4635,123,504
Residential mortgage16,00821,865168,3432,950,8013,157,0171,052,4202,088,589
Home equity17,37443,66643,8651,214,5691,319,4742,0051,300,095
Residential construction & land6,2803,55223,867156,926190,625161,12823,217
Consumer25,974132,79726,1682,597187,536156,7094,853
Total$2,587,001$8,570,453$3,467,896$4,753,634$19,378,984$8,251,725$8,540,258

(1) Loans presented exclude fair value hedge basis adjustments. (2) The fixed versus variable determination does not reflect the portfolio layer fair value hedges on certain loans.

50

The following table summarizes net charge-offs to average loans for each of the past three years.

Table 9 - Net Charge-offs

Years Ended December 31,

(dollars in thousands)

202520242023
Average LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average Loans
Owner occupied CRE$3,536,366$4,7030.13%$3,302,948$(2)%$3,166,495$5030.02%
Income producing CRE4,523,2841,4290.034,193,0323,5810.093,834,5855,9390.15
Commercial & industrial2,529,3129,8990.392,349,93313,8390.592,483,93121,0590.85
Commercial construction & land1,699,4421,9260.111,865,78691,800,307(157)(0.01)
Equipment financing1,740,21720,5841.181,577,02022,9431.451,503,82620,1621.34
Residential mortgage3,210,9391790.013,233,863542,900,916(246)(0.01)
Home equity1,170,841(209)(0.02)991,460(77)(0.01)935,596(2,878)(0.31)
Residential construction & land178,7912380.13223,3992640.12436,5139360.21
Manufactured housing (1)203,73514,3887.06337,7123,8591.14
Consumer187,0963,1771.70183,0032,6911.47176,5433,0661.74
$18,776,288$41,9260.22$18,124,179$57,6900.32$17,576,424$52,2430.30

(1) In 2025, manufactured housing loans were included in consumer loans.

During 2025, we recorded lower net charge-offs compared to 2024, as 2024 included $11.0 million in manufactured housing loan charge-offs recorded in connection with the sale of the majority of that portfolio.

Nonperforming Assets

The following table presents NPAs, which consist of nonaccrual loans, OREO and repossessed assets, for the periods indicated. Notably, in 2025 we had two payoffs of senior care loans (included in income producing CRE) totaling $14.6 million.

Table 10 - NPAs

As of December 31,

(in thousands)

202520242023
Owner occupied CRE11,16511,6743,094
Income producing CRE11,48825,35730,128
Commercial & industrial18,29429,33913,467
Commercial construction & land187,4001,878
Equipment financing10,3838,9258,505
Total commercial51,34882,69557,072
Residential mortgage32,42324,61513,944
Home equity5,2474,6303,772
Residential construction & land1,07957944
Manufactured housing (1)1,44415,861
Consumer1,00113894
Total nonaccrual loans91,098113,57991,687
OREO and repossessed assets2,4002,0561,190
Total NPAs$93,498$115,635$92,877
Nonaccrual loans to total loans0.47%0.62%0.50%
NPAs to total assets0.330.420.34
ACL - loans to nonaccrual loans coverage ratio2.311.822.27

(1) In 2025, manufactured housing loans were included in consumer loans.

51

Concentration Considerations

Our commercial loan portfolio makes up 75% of our loan portfolio, which includes owner occupied and income producing real estate, commercial and industrial, commercial construction and land and equipment financing loans.

Approximately 76% of our loan portfolio is secured by real estate and therefore, can be affected by changes in real estate valuations.

The preponderance of our loans are to customers located in the immediate market areas of our banking locations in Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. Therefore, our exposure to credit risk is significantly affected by changes in the economy within these markets.

As of December 31, 2025, the average credit exposure of our 25 largest credit relationships was $51.5 million, with an aggregate total credit exposure of $1.29 billion, including $282 million in unfunded commitments and $1.01 billion in balances outstanding, excluding participations sold.

Non-owner occupied CRE loans

The following table provides industry concentrations of our non-owner occupied CRE loans, which include the income producing CRE portfolio and non-owner occupied commercial construction loans as of the dates indicated. Common risks for this loan category include declines in general economic conditions, declines in real estate value, declines in lease rates, declines in occupancy rates, supply and demand for various industries and lack of suitable alternative use for the property. We monitor our income producing CRE portfolio through debt covenant monitoring and performing annual review procedures.

Table 11 - Industry Concentrations of Non-Owner Occupied CRE Loans

As of December 31,

(dollars in thousands)

20252024
Total% of loans in categoryTotal% of loans in category
Retail$1,338,88223%$1,221,16821%
Office898,35915836,41915
Multifamily889,57915973,06517
Warehouse and industrial656,74911584,65910
Hotel487,4678485,0939
Builder finance360,6986329,3496
Rental 1-4 family325,1056325,1896
Self storage296,5835257,7705
Other265,9375250,2614
Senior care204,5583311,1125
Land155,9563140,5272
Total$5,879,873100%$5,714,612100%

Liquidity Risk Management

Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. The primary objective of liquidity management is to maintain the ability to meet the daily cash flow requirements of customers, both depositors and borrowers, at a reasonable cost and to take advantage of revenue producing opportunities as they arise. As part of our liquidity management, we focus on maximizing the amount of securities and loans available as collateral for contingent liquidity sources and calibrating our assumptions in our liquidity stress test on an ongoing basis, particularly as it relates to deposit duration. We also conduct scenario analyses and tabletop exercises to help identify, measure, and control risks associated with hypothetical stress events that would have an adverse impact on liquidity. Similarly, periodic testing of secondary funding sources is conducted to reduce the operational risks associated with unexpected industry-wide liquidity events, such as the bank failures that occurred in 2023. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments.

52

The Bank’s main source of liquidity is customer deposit accounts. Liquidity is also available from cash and cash equivalents and wholesale funding sources consisting primarily of Federal funds purchased, securities sold under agreements to repurchase, FHLB advances and brokered deposits. Wholesale funding instruments are generally short-term in nature and used as necessary to fund asset growth and meet other short-term liquidity needs. At the end of 2025 and 2024, due to loan growth and some seasonal deposit attrition, we utilized modest short-term borrowings to meet short-term funding needs. At December 31, 2025 and 2024, we had $85.0 million and $195 million, respectively, of outstanding federal funds purchased. Our loan and securities portfolios also provide liquidity primarily through loan principal and interest payments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.

At December 31, 2025 and 2024, we had sufficient qualifying collateral to support additional borrowings, which is detailed in the table below.

Table 12 - Liquid Funds and Unused Borrowing Capacity
(in thousands)
Available liquid funds:December 31, 2025December 31, 2024
Cash and cash equivalents$395,754$519,873
Availability of borrowings (1):
FHLB$2,006,045$1,917,905
Federal Reserve - Discount Window2,347,1912,267,139
Unpledged securities available as collateral for additional borrowings$3,007,534$3,603,885

(1) Based on collateral pledged.

Additionally, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends to its common shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2025 and 2024, the Bank paid dividends of $356 million and $153 million, respectively, to the Holding Company. Holding Company liquidity is maintained at a level of at least 125% of the next 12 months of forecasted cash obligations.

In the opinion of management, our liquidity position at December 31, 2025 was sufficient to meet our expected cash requirements.

Deposits

Customer deposits are the primary source of funds for the continued growth of our earning assets. We believe our high level of service, as evidenced by our strong customer satisfaction scores, is instrumental in attracting and retaining customer deposit accounts. Compared to December 31, 2024, customer deposits increased $330 million, which reflects deposits acquired in the ANB transaction and organic growth. Money market accounts increased the most significantly due to continued high demand as money markets are more liquid than time deposits and offer a higher interest rate than demand and savings accounts. As of December 31, 2025, we had approximately $9.81 billion in uninsured deposits, of which $3.02 billion was collateralized by investment securities. The following table sets forth the deposit composition for the periods indicated.

53

Table 13 - Deposits

As of December 31,

(dollars in thousands)

20252024
BalanceCustomer Deposit CompositionBalanceCustomer Deposit Composition
Noninterest-bearing demand$6,252,25227%$6,211,18227%
NOW and interest-bearing demand5,969,864256,141,34226
Money market and savings7,781,861337,498,73532
Time3,619,189153,441,42415
Total customer deposits23,623,166100%23,292,683100%
Brokered deposits175,264168,292
Total deposits$23,798,430$23,460,975

The following table sets forth the scheduled maturities of time deposits greater than $250,000.

Table 14 - Maturities of Time Deposits Greater than $250,000

As of December 31, 2025

(in thousands)

Three months or less$486,654
Over three through six months445,050
Over six months through twelve months162,837
Over one year61,507
Total$1,156,048

Investment Securities

The composition of the investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. We utilize fair value hedges on a portion of our AFS securities portfolio in order to mitigate the impact of potential future unrealized losses on our tangible common equity. Gains and losses related to the hedges and hedged items are reflected in investment securities interest income. The changes in the fair value of the hedges and the hedged items substantially offset each other. See Notes 5 and 8 to the consolidated financial statements for further detail on investment securities and derivatives, respectively.

The table below summarizes the carrying value of our securities portfolio and other relevant portfolio metrics as of the dates presented. Effective duration represents the expected change in the price of a security when rates change by 100 basis points.

Table 15 - Investment Securities

As of December 31,

(dollars in thousands)

20252024
Carrying Value% of portfolioCarrying Value% of portfolio2025 - 2024$ Change
AFS$3,750,86363%$4,436,29165%$(685,428)
HTM2,237,356372,368,10735(130,751)
Total investment securities$5,988,219$6,804,398$(816,179)
Investment securities as a % of total assets21%25%
Weighted average life5.4 years5.7 years
Swap adjusted effective duration3.5%3.5%
Effective duration3.83.9

54

The decrease in the investment securities portfolio reflects our current balance sheet management optimization strategy that prioritizes reinvesting principal and interest from securities to fund loan growth.

At December 31, 2025, HTM debt securities had a fair value of $1.92 billion, indicating pre-tax net unrealized losses of $319 million. Additional pre-tax unrealized losses on HTM debt securities of $51.7 million were included in AOCI as a result of the transfer of AFS debt securities to HTM in 2022. Unrealized losses were primarily attributable to changes in interest rates.

The following table presents the amortized cost of securities by contractual maturity of investment securities and weighted-average yields on an FTE basis. Weighted-average yield for each maturity range includes coupon interest, discount accretion and premium amortization and has been calculated using the amortized cost of each security in that range. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs. Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

Table 16 - Contractual Maturity and Weighted-Average Yield of AFS and HTM Debt Securities

As of December 31, 2025

(dollars in thousands)

Maturity By Years
1 or Less1 to 56 to 10Over 10Total
Amortized CostYieldAmortized CostYieldAmortized CostYieldAmortized CostYieldAmortized CostYield
AFS
U.S. Treasuries$209,5723.81%$286,8302.78%$%$%$496,4023.21%
U.S. Government agencies & GSEs11,8231.1861,4101.47163,0604.6571,8034.12308,0963.76
State and political subdivisions4,0912.8343,3501.6764,6781.6352,9991.62165,1181.67
Residential MBS, Agency & GSE1.0843,0114.3791,9543.151,368,9973.641,503,9623.63
Residential MBS, Non-agency3946.29272,4754.61272,8694.61
Commercial MBS, Agency & GSE52,6655.29354,7093.97116,6893.54180,2552.92704,3183.73
Commercial MBS, Non-agency7,8574.167,8574.16
Corporate bonds26,9291.61102,7151.9712,8834.48142,5272.13
Asset-backed securities13,4475.28271,9885.13285,4355.14
Total AFS securities$305,0803.75$892,0253.09$463,1053.67$2,226,3743.85$3,886,5843.65
HTM
U.S. Treasuries$%$19,9271.40%$%$%$19,9271.40%
U.S. Government agencies & GSEs18,2791.2268,0721.7012,5003.5498,8511.84
State and political subdivisions5005.7635,2831.9481,2352.55165,7892.47282,8072.43
Residential MBS, Agency & GSE7,4952.488,4222.241,166,1811.851,182,0981.86
Commercial MBS, Agency & GSE47,8911.38170,3001.89420,4822.02638,6731.94
Supranational entities15,0001.6415,0001.64
Total HTM securities$5005.76$128,8751.58$343,0292.00$1,764,9521.96$2,237,3561.95

Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, make up the largest portion of our investment securities portfolio. These securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, we may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite may occur. Prepayments tend to slow and the weighted average life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts and can result in the holding of a below market yielding asset for a longer period of time.

ACL- Investments

Our HTM debt securities portfolio is evaluated quarterly to assess whether an ACL is required. At both December 31, 2025 and 2024, calculated credit losses on HTM debt securities were deemed de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL for HTM debt securities was recorded.

For AFS debt securities in an unrealized loss position, absent circumstances when the securities would be sold, we evaluate whether the decline in fair value has resulted from credit losses or other factors. If the evaluation indicates a credit loss exists, an ACL may be

55

recorded. At both December 31, 2025 and 2024, there was no ACL related to the AFS debt securities portfolio. Unrealized losses at December 31, 2025 and 2024 primarily reflected the effect of changes in interest rates.

See Note 1 to the consolidated financial statements for further information on the ACL for investment securities.

Long-term Debt

At December 31, 2025 and 2024, we had long-term debt outstanding of $120 million and $254 million, respectively. As of December 31, 2025 long-term debt consisted of subordinated debentures and trust preferred securities, all of which were obligations of the Holding Company. During 2025, we redeemed two senior debt series prior to maturity, which totaled $135 million. In connection with these redemptions, we recognized a $768,000 loss representing the unamortized debt issuance costs as of each instrument’s respective redemption date.

The following table provides long-term debt outstanding by maturity in five-year increments as of the date indicated. Additional information regarding debt instruments is provided in Note 12 to the consolidated financial statements.

Table 17 - Long-term Debt by Maturity Category

As of December 31, 2025

(in thousands)

Next 5 years$100,000
6 - 10 years5,155
11 - 15 years20,620
125,775
Less discount(5,375)
Total long-term debt$120,400

Operating Lease Obligations

We are a party to operating lease agreements for many of our branch locations, ATMs, ITMs, loan production offices and operation centers. For qualifying leases with a term exceeding one year, we record a lease liability and ROU asset on our balance sheet. As of December 31, 2025, the lease liability and ROU asset totaled $38.4 million and $37.0 million, respectively, compared to $45.2 million and $42.8 million, respectively, at December 31, 2024. During 2025, we recorded $3.63 million in ROU assets in exchange for operating lease liabilities of approximately the same amount.

As of December 31, 2025, the remaining terms of our leases with remaining lease liabilities ranged from three months to 10 years. Certain leases contain options to renew the lease at the end of the current term. Unless we have determined we are reasonably likely to renew the lease, these options have been excluded from the calculation of our lease liability and ROU asset. Additional information regarding operating leases is provided in Note 13 to the consolidated financial statements.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments included commitments to extend credit and letters of credit, which totaled $4.79 billion at December 31, 2025.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on

56

the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by borrowers.

In addition, we hold investments in certain limited partnerships for tax credit and CRA purposes. We also hold investments in fintech fund limited partnerships. As of December 31, 2025, for certain of these investments, we had committed to fund an additional $50.8 million related to future capital calls that has not been reflected in the consolidated balance sheet.

We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 22 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Market / Interest Rate Risk Management

Net interest revenue and the fair value of financial instruments are influenced by changes in the level of interest rates. We attempt to limit our exposure to fluctuations in interest rates through policies established by our ALCO and approved by the Board.

The ALCO meets periodically and has responsibility for formulating and recommending asset/liability management policies to the Board, formulating and implementing approved strategies to improve balance sheet positioning and/or earnings, and reviewing interest rate sensitivity. It is responsible for overseeing strategies, policies, and procedures for managing interest rate risk, as well as appropriately developing, executing and maintaining:

•Appropriate policies, procedures, and internal controls addressing interest rate risk management, including limits and controls over interest rate risk exposures and for monitoring that such exposures remain within our risk tolerances;

•Comprehensive systems and standards for measuring interest rate risk, valuing positions, and assessing performance, including procedures for updating interest rate risk measurement scenarios and sensitivity analysis, and reviewing key model assumptions.

ALCO reviews and considers potential strategies for mitigating interest rate risk, considering the risk versus reward trade-off in light of current or expected market conditions. It also considers the interest rate environment when determining the level of interest rate risk it deems appropriate at any given time. In addition, ALCO takes into consideration the current and forecasted capital levels including the interest rate risk relative to the forecasted earnings and capital.

Our Treasury department monitors the Bank’s interest rate risk exposures by utilizing simulations using various scenarios and sensitivity analyses to quantify such exposures. The Treasury department presents potential interest rate risk mitigation strategies and makes recommendations to ALCO with respect to hedges or balance sheet strategies for managing the Bank’s interest rate risk exposures and oversees such potential strategies remain consistent with the strategic objectives of the Bank.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the portfolio of assets and liabilities. These repricing characteristics are the time frames within which the interest-earning assets and interest-bearing liabilities are subject to change in interest rates either at replacement, repricing or maturity. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their repricing characteristics during periods of changes in market interest rates. Effective interest rate sensitivity management is intended to ensure that both assets and liabilities respond to changes in interest rates on a net basis within an acceptable timeframe, thereby minimizing the potentially adverse effect of interest rate changes on net interest revenue.

The absolute level and volatility of interest rates can have a significant effect on profitability. The primary objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with our overall financial goals. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges.

Management uses an asset/liability simulation model to measure the potential change in net interest revenue over time using multiple interest rate scenarios. Our modeling utilizes net interest revenue simulations with various interest rate shocks and ramps, which are compared to a base scenario that assumes rates remain unchanged. In the shock scenarios, rates immediately change the full amount at the scenario onset. In the ramp scenarios, rates change by 25 basis points per month until they reach the predetermined levels. The

57

ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations; however, actual net interest revenue may differ from model results.

The net interest revenue simulation model includes significant key assumptions which may change over time and differ from actual future results. Examples include the shape of modeled yield curves, balance sheet mix and balance sheet behaviors (timing and magnitude). In these scenarios, balances and balance sheet mix are generally consistent throughout the forecast horizon for all scenarios. The impact from existing and forward-starting derivatives are also included in simulated model output.

We utilize derivative financial instruments as a cost-effective and capital-effective means of modifying the repricing characteristics of on-balance sheet assets and liabilities. These contracts generally consist of interest rate swaps under which we pay a fixed rate, (or variable rate, as the case may be) and receive a variable rate (or fixed rate, as the case may be).

Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in OCI. Fair value hedges recognize in earnings both the effect of the change in the fair value of the derivative financial instrument and the offsetting effect of the change in fair value of the hedged asset or liability associated with the particular risk of that asset or liability being hedged. We have other derivative financial instruments that are not designated as accounting hedges but are used for interest rate risk management purposes and as an effective economic hedge. Derivative financial instruments that are not accounted for as an accounting hedge are marked to market through earnings. See Note 8 to the consolidated financial statements for further detail.

All non-customer derivative financial instruments are used only for asset/liability management and as effective economic hedges, and not for trading or speculative purposes. Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity should not have any material unintended effect on our financial condition or results of operations. To mitigate potential credit risk, we may require certain counterparties to derivative contracts to pledge cash or securities as collateral to cover the net exposure. However, most of our derivatives clear centrally through the CME where variation margin, as determined by the CME, is settled daily. See Note 8 to the consolidated financial statements for further detail.

The following table presents the modeled 12-month impact on net interest revenue for the interest rate shocks and ramps shown compared to a base scenario that assumes rates remain unchanged. The scenario results presented assume parallel movements in the yield curve, which may differ from actual future curve behavior.

Table 18 - Interest Sensitivity

Increase (Decrease) in Net Interest Revenue from Base Scenario at December 31,
20252024
Change in RatesShockRampShockRamp
200 basis point increase0.52%0.66%2.01%0.92%
100 basis point increase0.410.391.190.66
100 basis point decrease(0.81)(0.69)(2.27)(1.46)
200 basis point decrease(2.06)(1.35)(6.00)(2.38)

Asset sensitivity at the end of 2025 was reduced compared to the previous year, primarily driven by the shortened duration and increased repricing frequency in liabilities. A change in the simulation model and ongoing methodology refinements, including enhanced deposit segmentation in 2025, also impacted the comparisons. .

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, because a bank’s assets and liabilities are primarily monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

Our management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to monitor and manage our interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

58

Capital Risk Management

The maintenance and management of capital levels is one of management’s significant priorities. We are committed to maintaining a capital position that will support ongoing operations and achieve our strategic objectives. The ALCO and the Board are responsible for establishing capital adequacy risk ranges that are appropriate given the risks we are exposed to and the environment in which we operate. Current and projected capital levels are compared to the capital adequacy risk ranges and reported quarterly to the ALCO and the Board. We utilize a baseline capital forecast as part of our capital management and planning process to evaluate current and future capital needs. We also use hypothetical stressed scenarios and sensitivity analyses, based on changing economic conditions and scenarios, including potential merger and acquisition transactions and debt/capital market activities. Forecasting alternative capital scenarios helps inform overall capital adequacy and capital ranges.

Shareholders’ Equity Highlights

Shareholders’ equity at December 31, 2025 was $3.64 billion, an increase of $207 million from December 31, 2024. The increase was primarily a result of net income of $328 million, other comprehensive income of $62.3 million, mostly driven by unrealized holding gains on AFS debt securities, and equity of $65.7 million issued for the acquisition of ANB. These increases were partially offset by dividends on common and preferred stock of $125 million, the redemption of $91.5 million of preferred stock and repurchases of $44.3 million of common stock.

Regulatory Capital

Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is our total RWAs. RWAs for purposes of our capital ratios are calculated under these guidelines.

CET1 capital consists of common shareholders’ equity, excluding AOCI, intangible assets (goodwill, deposit-based intangibles and certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets. Tier 1 capital consists of CET1 plus non-cumulative perpetual preferred stock. Tier 2 capital includes the allowable portion of the ACL up to 1.25% of RWA as well as qualifying subordinated debt and trust preferred securities. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

As of December 31, 2025, we had outstanding subordinated debt of $100 million, of which $40.0 million qualified as Tier 2 capital after applying a discount related to the debt maturing in 2028. In addition, we had outstanding junior subordinated debentures related to trust preferred securities totaling $25.8 million at December 31, 2025, of which $25.0 million (excluding common securities owned by United) qualified as Tier 2 capital. Further information on subordinated debt and trust preferred securities is provided in Note 12 to the consolidated financial statements.

The following table outlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 19 - Capital Ratios

As of December 31,

United Community Banks, Inc. (consolidated)United Community Bank
Minimum CapitalWell-CapitalizedMinimum Capital Plus Capital Conservation Buffer2025202420252024
Risk-based ratios:
CET1 capital4.5%6.5%7.0%13.44%13.27%12.34%13.05%
Tier 1 capital6.08.08.513.4413.7212.3413.05
Total capital8.010.010.514.7715.1713.3714.08
Leverage ratio4.05.0N/A10.289.969.429.46

59

Additional information related to capital ratios, as calculated under regulatory guidelines, is provided in Note 21 to the consolidated financial statements. As of December 31, 2025 and 2024, both United and the Bank were characterized as “well-capitalized”. The following table shows capital composition as of December 31, 2025 and 2024.

Table 20 - Capital Composition under Basel III

As of December 31,

(in thousands)

United Community Banks, Inc. (Consolidated)United Community Bank
2025202420252024
Total common shareholders' equity$3,638,686$3,343,861$3,391,455$3,282,263
CECL transitional amount (1)3,3343,334
Goodwill(925,119)(907,090)(925,119)(907,090)
Intangibles, other than goodwill and mortgage servicing rights, net of associated DTLs(37,274)(42,334)(37,274)(42,334)
DTAs arising from net operating loss and tax credit carryforwards(2,133)(2,554)(2,156)(1,988)
Net unrealized losses on AFS securities117,606177,645116,985176,777
Accumulated net gains on cash flow hedges(5,618)(9,705)
Net unrealized losses on HTM securities that are included in AOCI38,30845,12938,30845,129
Other276(150)276(150)
CET1 capital2,824,7322,608,1362,582,4752,555,941
Preferred stock, net of issuance cost88,266
Tier 1 capital2,824,7322,696,4022,582,4752,555,941
Tier 2 capital instruments65,00085,000
Qualifying ACL215,074200,871215,074200,870
Total capital$3,104,806$2,982,273$2,797,549$2,756,811

(1) The CECL transition was fully phased in for December 31, 2025.

Critical Accounting Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments.

Certain areas of accounting inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our ACL to require subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider the ACL to be a critical accounting estimate, which we discuss directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments, with particular applicability on our balance sheet to loans and unfunded loan commitments. Estimating the amount of the ACL requires significant judgment and the use of estimates related to historical experience, current conditions, reasonable and supportable forecasts, and the value of collateral on collateral-dependent loans. The loan portfolio also represents the largest asset type on our consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

There are many factors affecting the ACL; some are quantitative while others require qualitative judgment. For example, our ACL model is particularly sensitive to our recent charge-off experience and changes in the forecasted unemployment rate. Although

60

management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

One of the most significant estimates and judgments influencing the results of the ACL calculation is the macroeconomic forecast. Changes in the economic forecast could significantly affect estimated expected credit losses and lead to materially different amounts from one period to the next. At December 31, 2025, we used a baseline economic forecast in our ACL calculation that was generally consistent with economists’ consensus. To provide additional context regarding the sensitivity of the ACL, we simulated our ACL process while considering a more pessimistic forecast of expected economic outcomes. In this downside scenario, the unemployment rate is expected to peak at 7.2% in 2026 compared to 4.8% in the baseline scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase to our ACL of $36.0 million at December 31, 2025. This scenario does not reflect our current expectations at December 31, 2025, nor does it capture all the potential unknowns that could arise in the forecast period. It is meant for informational purposes as an approximation of a possible outcome under hypothetical downside conditions.

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Asset Quality and Risk Elements” and “Nonperforming Assets.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the ACL.

61

Table 21 - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202520242023
Noninterest income reconciliation
Noninterest income (GAAP)$154,045$124,756$75,483
Loss on sale of manufactured housing loans27,209
Gain on lease termination(2,400)
Bond portfolio restructuring loss51,689
Noninterest income - operating$154,045$149,565$127,172
Noninterest expense reconciliation
Noninterest expense (GAAP)$591,934$578,167$571,273
Loss on FinTrust including goodwill impairment(5,100)
FDIC special assessment(1,736)(9,995)
Merger-related and other charges(10,204)(8,623)(27,210)
Noninterest expense - operating$581,730$562,708$534,068
Net income reconciliation
Net income (GAAP)$328,095$252,397$187,544
Loss on sale of manufactured housing loans27,209
Bond portfolio restructuring loss51,689
Gain on lease termination(2,400)
Loss on sale of FinTrust, including goodwill impairment5,100
FDIC special assessment1,7369,995
Merger-related and other charges10,2048,62327,210
Income tax benefit of non-operating items(2,212)(8,702)(21,489)
Net income - operating$336,087$283,963$254,949
Diluted income per common share reconciliation
Diluted income per common share (GAAP)$2.62$2.04$1.54
Loss on sale of manufactured housing loans0.18
Deemed dividend on preferred stock redemption0.03
Bond portfolio restructuring loss0.33
Gain on lease termination(0.02)
Loss on sale of FinTrust, including goodwill impairment0.03
FDIC special assessment0.010.06
Merger-related and other charges0.060.060.18
Diluted income per common share - operating$2.71$2.30$2.11
Book value per common share reconciliation
Book value per common share (GAAP)$30.17$27.87$26.52
Effect of goodwill and other intangibles(7.93)(7.87)(8.13)
Tangible book value per common share$22.24$20.00$18.39
Return on tangible common equity reconciliation
Return on common equity (GAAP)9.12%7.07%5.34%
Loss on sale of manufactured housing loans0.61
Deemed dividend on preferred stock redemption0.09
Bond portfolio restructuring loss1.15
Gain on lease termination(0.05)
Loss on sale of FinTrust, including goodwill impairment0.11
FDIC special assessment0.040.22
Merger-related and other charges0.230.190.62
Return on common equity - operating9.447.977.33
Effect of goodwill and other intangibles3.903.453.30
Return on tangible common equity - operating13.34%11.42%10.63%

62

Table 21 - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202520242023
Return on assets reconciliation
Return on assets (GAAP)1.17%0.90%0.68%
Loss on sale of manufactured housing loans0.08
Bond portfolio restructuring loss0.15
Gain on lease termination(0.01)
Loss on sale of FinTrust, including goodwill impairment0.02
FDIC special assessment0.010.03
Merger-related and other charges0.030.020.08
Return on assets - operating1.20%1.02%0.94%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)55.46%60.24%60.09%
Loss on sale of manufactured housing loans(1.63)
Gain on lease termination0.15
Loss on sale of FinTrust, including goodwill impairment(0.53)
FDIC special assessment(0.18)(1.05)
Merger-related and other charges(0.95)(0.90)(2.87)
Efficiency ratio - operating54.51%57.15%56.17%
Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)12.99%12.38%11.95%
Effect of goodwill and other intangibles(3.07)(3.09)(3.27)
Effect of preferred equity(0.32)(0.32)
Tangible common equity to tangible assets9.92%8.97%8.36%

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000857855-25-000057.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-27. Report date: 2024-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes. The discussion of the components of our results of operations focuses on financial trends and events occurring between 2023 and 2024.

For additional information related to financial trends between 2023 and 2022, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, which information under that caption is incorporated herein by this reference. Historical results of operations are not necessarily predictive of future results.

GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our core business operations. Operating performance measures include “noninterest income - operating”, “noninterest expenses - operating”, “net income – operating,” “diluted income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,”, “tangible book value per common share”, “return on assets – operating”, “efficiency ratio – operating” and “tangible common equity to tangible assets.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the Audit Committee of our Board each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of MD&A.

Overview

We offer a wide array of commercial and consumer banking services and investment advisory services, which as of December 31, 2024, was comprised of 199 banking offices throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. Our equipment finance and SBA/USDA lending businesses operate throughout the United States. At December 31, 2024, we had consolidated total assets of $27.7 billion and 2,979 full-time equivalent employees.

Recent Developments

Mergers and Acquisitions

In the past two years, we have continued to expand through acquisitions, which are described below. The acquired entities’ results are included in our consolidated results beginning on their respective acquisition dates. We continue to evaluate potential transactions as opportunities arise.

•On December 3, 2024, we announced an agreement to acquire ANB, a bank headquartered in Oakland Park, Florida, located in the Fort Lauderdale metropolitan area. As of December 31, 2024, ANB had total assets of $423 million, loans of $312 million and total deposits of $360 million. The acquisition of ANB is expected to close in the second quarter of 2025, subject to regulatory and ANB shareholder approval.

•On July 1, 2023, we completed the acquisition of First Miami, which operated three offices in the Miami metropolitan area. We acquired $1.02 billion of assets, including goodwill, and assumed $930 million of liabilities in the acquisition, which included $577 million in loans and $865 million in deposits. In addition to traditional banking products, First Miami offered private banking, trust and wealth management services.

•On January 3, 2023, we completed the acquisition of Progress, which operated 13 offices primarily located in Alabama and the Florida Panhandle. We acquired $1.90 billion of assets, including goodwill, and assumed $1.60 billion of liabilities in the acquisition, which included $1.44 billion in loans and $1.33 billion in deposits.

40

Other Activities

•Effective May 2024, we officially moved our holding company headquarters from Blairsville, Georgia to Greenville, South Carolina.

•Effective June 2024, the Bank changed its primary federal regulator from the FDIC to the Federal Reserve.

•Effective August 6, 2024, we transferred the listing of our securities from the Nasdaq Global Select Market to the NYSE.

•On October 1, 2024, we completed the sale of FinTrust for total consideration of $16.2 million comprised of cash and contingent consideration to be received over the next five years. We recognized a loss on the sale of $5.39 million, which is included in noninterest expense for the year ended December 31, 2024.

•In September of 2024, we sold $303 million of manufactured housing loans, which was substantially all of that portfolio. As a result of the sale, we recorded a a pre-tax loss on sale of the loans of $27.2 million, reflected in noninterest income, and we also recorded a charge-off of $11.0 million. Our manufactured housing loan portfolio came to us through the 2022 Reliant acquisition, and we discontinued originating those loans in the third quarter of 2023. Selling the portfolio reduced risk and allowed us to redirect our management and capital resources to activities that better align with our strategic objectives.

Results of Operations

We reported net income of $252 million in 2024 compared to $188 million in 2023. The following provides highlights of our financial results for 2024:

•Net interest revenue increased $9.60 million, which reflects the impact of higher interest rates on investment securities and loans, organic loan growth and reduction in interest expense on borrowed funds as we significantly reduced our utilization of wholesale funding during 2024 compared to 2023. Net interest revenue for 2024 also includes an additional six months of net interest revenue from the loans and deposits acquired from First Miami, which closed on July 1, 2023. During 2024, our net interest margin decreased six basis points to 3.29%, which reflects steeper increases in deposit rates compared to that of loans. See section titled Net Interest Revenue and Tables 2 and 3 of MD&A for further detail on net interest revenue.

•We recorded a provision for credit losses of $51.0 million compared to $89.4 million for 2023. The decrease in provision for credit losses for 2024 is indicative of slower loan growth, a reduction in unfunded commitments, lower net charge-offs and lack of acquisition-related provision expense, partly offset by a special provision of $9.89 million related to expected losses in western North Carolina, which was severely affected by Hurricane Helene. Provision expense for 2023 included $14.5 million related to the establishment of the ACL for the acquired First Miami and Progress non-PCD loans and unfunded commitments and one commercial loan relationship charge-off of $19.0 million. See Table 4 of MD&A for further information regarding the provision for loan losses.

•Noninterest income for 2024 increased $49.3 million, or 65%, compared to 2023, which included a $51.7 million AFS bond portfolio restructuring loss in 2023. During 2024, we had an increase in mortgage gains and related fees of $8.35 million, which was primarily driven by an increase in mortgage loan gains of $6.42 million and a $2.52 million increase in mortgage servicing income, which includes fair value adjustments to our mortgage servicing asset. We also recognized $7.82 million in other investment income, compared to negligible net losses in 2023. We had an increase in other noninterest income of $7.78 million in 2024 due to several factors, primarily a $2.40 million lease termination gain on one of our corporate office locations and a $2.27 million gain on extinguishment on one of our subordinated debentures. These increases were offset by net losses on sales of other loans of $21.3 million in 2024, due to the manufactured housing loan sale loss, compared to gains of $9.15 million in 2023. See Tables 5 through 7 of MD&A for further detail on noninterest income.

•Noninterest expenses increased $6.89 million, or 1%, compared to 2023. This reflected a $21.6 million increase in salaries and employee benefits, primarily resulting from increases in salaries, higher group medical insurance costs and the inclusion of First Miami employees for the full year in 2024. FDIC assessment and other regulatory charges decreased $6.47 million primarily as a result of 2023’s accrued expense related to the estimated special assessment implemented by the FDIC. Merger-related and other charges decreased $18.6 million compared to 2023, due to less merger activity in 2024 compared to 2023, which included merger costs related to the acquisitions (and related systems conversions) of First Miami and Progress. The increase in other noninterest expense of $5.05 million is mostly driven by the loss on the FinTrust sale. See Table 8 of MD&A for further detail on noninterest expense.

41

Critical Accounting Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments.

Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our ACL and fair value measurements to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments, with particular applicability on our balance sheet to loans and unfunded loan commitments. Estimating the amount of the ACL requires significant judgment and the use of estimates related to historical experience, current conditions, reasonable and supportable forecasts, and the value of collateral on collateral-dependent loans. The loan portfolio also represents the largest asset type on our consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

There are many factors affecting the ACL; some are quantitative while others require qualitative judgment. For example, our ACL model is particularly sensitive to our recent charge-off experience and changes in the forecasted unemployment rate. Although management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

One of the most significant estimates and judgments influencing the results of the ACL calculation is the macroeconomic forecast. Changes in the economic forecast could significantly affect estimated expected credit losses and lead to materially different amounts from one period to the next. At December 31, 2024, we used a baseline economic forecast in our ACL calculation that was generally consistent with economists’ consensus. To provide additional context regarding the sensitivity of the ACL, we simulated our ACL process while considering a more pessimistic forecast of expected economic outcomes. In this downside scenario, the unemployment rate is expected to peak at 7.1% in 2025 compared to 4.1% in the baseline scenario. The change in real GDP, on an annual basis, is 0.4% in 2025 in the downside scenario compared to 2.2% in the baseline scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase to our ACL of $39.7 million at December 31, 2024. This scenario does not reflect our current expectations at December 31, 2024, nor does it capture all the potential unknowns that could arise in the forecast period. It is meant for informational purposes as an approximation of a possible outcome under hypothetical downside conditions.

42

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Asset Quality and Risk Elements” and “Nonperforming Assets.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the ACL.

Fair Value Measurements

For business combinations, we measure and record assets acquired and liabilities assumed at fair value at the date of acquisition, including identifiable intangible assets. Note 1 to the consolidated financial statements includes additional information on accounting policies and estimates related to acquisition activities.

At December 31, 2024, the percentage of our total assets measured at fair value on a recurring basis was 17%, the majority of which are based on either quoted market prices or market prices for similar instruments. See Note 14 “Fair Value Measurements” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

The fair values for AFS and HTM securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.

We have elected the fair value option for the majority of our portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and as such is categorized as level 2.

We use derivatives primarily to manage our interest rate risk or to help our customers manage their interest rate risk. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. However, we do evaluate the level of these observable inputs and there are some instances where we have determined that the inputs are not directly observable.

We recognize a servicing rights asset upon the sale of residential mortgage loans and SBA/USDA loans sold with servicing retained. Servicing right assets are carried at fair value. Given the nature of these SBA/USDA and residential mortgage servicing assets, the key valuation inputs are unobservable and we disclose them as a level 3 item.

As part of the FinTrust sale, we recognized a receivable for contingent consideration. The contingent consideration receivable is measured at fair value using a probability-weighted discounted cash flow approach which includes significant unobservable inputs classified within Level 3 of the fair value hierarchy.

As of December 31, 2024, we had level 3 assets, those valued using unobservable inputs, of $65.3 million. The total level 3 assets consisted of $39.3 million in residential mortgage servicing rights, $11.7 million in derivative assets, $7.47 million in contingent consideration receivables, $4.70 million in servicing rights for SBA/USDA loans and $2.23 million of AFS debt securities. We also had level 3 derivative liabilities totaling $12.3 million.

From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value.

43

UNITED COMMUNITY BANKS, INC.
Table 1 Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202420232022
INCOME SUMMARY
Interest revenue$1,377,741$1,237,107$813,155
Interest expense550,373419,34260,798
Net interest revenue827,368817,765752,357
Provision for credit losses50,95189,43063,913
Noninterest income124,75675,483137,707
Total revenue901,173803,818826,151
Noninterest expenses578,167571,273470,149
Income before income tax expense323,006232,545356,002
Income tax expense70,60945,00178,530
Net income252,397187,544277,472
Non-operating items40,26888,89419,375
Income tax benefit of non-operating items(8,702)(21,489)(4,246)
Net income - operating (1)*$283,963$254,949$292,601
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP$2.04$1.54$2.52
Diluted net income - operating (1)*2.302.112.66
Common stock cash dividends declared0.940.920.86
Book value27.8726.5224.38
Tangible book value (3)*20.0018.3917.13
Key Performance Ratios:
Return on common equity - GAAP (2)7.07%5.34%9.54%
Return on common equity - operating (1)(2)*7.977.3310.07
Return on tangible common equity - operating (1)(2)(3)*11.4210.6314.04
Return on assets - GAAP0.900.681.13
Return on assets - operating (1)*1.020.941.19
Net interest margin (FTE)3.293.353.38
Efficiency ratio - GAAP60.2460.0952.31
Efficiency ratio - operating (1)*57.1556.1750.16
Equity to total assets12.3811.9511.25
Tangible common equity to tangible assets (3)*8.978.367.88
ASSET QUALITY
Total NPAs$115,635$92,877$44,281
ACL - loans206,998208,071159,357
Net charge-offs57,69052,2439,654
ACL - loans to loans1.14%1.14%1.04%
Net charge-offs to average loans0.320.300.07
NPAs to total assets0.420.340.18
AT PERIOD END ($ in millions)
Loans$18,176$18,319$15,335
Investment securities6,8045,8226,228
Total assets27,72027,29724,009
Deposits23,46123,31119,877
Shareholders’ equity3,4323,2622,701
Common shares outstanding (thousands)119,364119,010106,223

(1) Excludes non-operating items as detailed on Non-GAAP Performance Measures Reconciliation on next page.(2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization.

* Represents a non-GAAP measure. See reconciliation of non-GAAP measures to related GAAP financial measures on the following page. For more information, see “GAAP Reconciliation and Explanation” in the MD&A section of this Report.

44

UNITED COMMUNITY BANKS, INC.
Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202420232022
Noninterest income reconciliation
Noninterest income (GAAP)$124,756$75,483$137,707
Loss on sale of manufactured housing loans27,209
Gain on lease termination(2,400)
Bond portfolio restructuring loss51,689
Noninterest income - operating$149,565$127,172$137,707
Noninterest expenses reconciliation
Noninterest expenses (GAAP)$578,167$571,273$470,149
Loss on FinTrust (goodwill impairment)(5,100)
FDIC special assessment(1,736)(9,995)
Merger-related and other charges(8,623)(27,210)(19,375)
Noninterest expenses - operating$562,708$534,068$450,774
Net income reconciliation
Net income (GAAP)$252,397$187,544$277,472
Loss on sale of manufactured housing loans27,209
Bond portfolio restructuring loss51,689
Gain on lease termination(2,400)
Loss on FinTrust (goodwill impairment)5,100
FDIC special assessment1,7369,995
Merger-related and other charges8,62327,21019,375
Income tax benefit of non-operating items(8,702)(21,489)(4,246)
Net income - operating$283,963$254,949$292,601
Diluted income per common share reconciliation
Diluted income per common share (GAAP)$2.04$1.54$2.52
Loss on sale of manufactured housing loans0.18
Bond portfolio restructuring loss0.33
Gain on lease termination(0.02)
Loss on FinTrust (goodwill impairment)0.03
FDIC special assessment0.010.06
Merger-related and other charges0.060.180.14
Diluted income per common share - operating$2.30$2.11$2.66
Book value per common share reconciliation
Book value per common share (GAAP)$27.87$26.52$24.38
Effect of goodwill and other intangibles(7.87)(8.13)(7.25)
Tangible book value per common share$20.00$18.39$17.13
Return on tangible common equity reconciliation
Return on common equity (GAAP)7.07%5.34%9.54%
Loss on sale of manufactured housing loans0.61
Bond portfolio restructuring loss1.15
Gain on lease termination(0.05)
Loss on FinTrust (goodwill impairment)0.11
FDIC special assessment0.040.22
Merger-related and other charges0.190.620.53
Return on common equity - operating7.977.3310.07
Effect of goodwill and other intangibles3.453.303.97
Return on tangible common equity - operating11.42%10.63%14.04%

45

UNITED COMMUNITY BANKS, INC.
Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
For the Years Ended December 31,
(dollars in thousands, except per share data)
202420232022
Return on assets reconciliation
Return on assets (GAAP)0.90%0.68%1.13%
Loss on sale of manufactured housing loans0.08
Bond portfolio restructuring loss0.15
Gain on lease termination(0.01)
Loss on FinTrust (goodwill impairment)0.02
FDIC special assessment0.010.03
Merger-related and other charges0.020.080.06
Return on assets - operating1.02%0.94%1.19%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)60.24%60.09%52.31%
Loss on sale of manufactured housing loans(1.63)
Gain on lease termination0.15
Loss on FinTrust (goodwill impairment)(0.53)
FDIC special assessment(0.18)(1.05)
Merger-related and other charges(0.90)(2.87)(2.15)
Efficiency ratio - operating57.15%56.17%50.16%
Tangible common equity to tangible assets reconciliation
Equity to total assets (GAAP)12.38%11.95%11.25%
Effect of goodwill and other intangibles(3.09)(3.27)(2.97)
Effect of preferred equity(0.32)(0.32)(0.40)
Tangible common equity to tangible assets8.97%8.36%7.88%

46

Net Interest Revenue

Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of revenue. Management seeks to optimize this revenue while balancing interest rate, credit, and liquidity risks. The banking industry uses two key ratios to measure relative profitability of net interest revenue, which are the net interest spread and the net interest margin. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest spread eliminates the effect of noninterest-earning assets as well as noninterest-bearing deposits and other noninterest-bearing funding sources and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percentage of total average interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and shareholders’ equity.

FTE net interest revenue for 2024 was $832 million, compared to $822 million for 2023. The increase in net interest revenue from 2023 to 2024, which is further discussed below, reflects an additional six months of net interest revenue from the loans and deposits acquired from First Miami, which closed on July 1, 2023. The net interest spread was 2.27% and 2.40% for 2024 and 2023, respectively, while the net interest margin was 3.29% and 3.35%, respectively. The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provide further insight into net interest spread and net interest margin for the periods indicated. The following discussion provides additional detail on the average balances and net interest revenue for the years ended December 31, 2024 and 2023.

For 2024, we reported a $141 million, or 11%, increase in FTE interest revenue compared to 2023. The increase was primarily driven by increases in average rates earned on loans and taxable securities. Growth in average loans for the year ended December 31, 2024 of $548 million, or 3%, compared to 2023 also contributed to the increase in interest revenue. The growth in average loans reflects organic loan growth and average loans acquired from First Miami for the full year of 2024. Loan interest revenue includes $18.4 million of purchased loan accretion, compared to $19.4 million in 2023. During the fourth quarter of 2023 and in early 2024, we entered into fair value hedges on certain loans, which contributed an additional $10.0 million in loan interest revenue in 2024. In addition, interest revenue from our securities portfolio increased $36.6 million, which reflects the effect of higher interest rates and a $4.33 million increase in interest revenue from the fair value hedges on our AFS securities portfolio.

Interest expense increased $131 million in 2024 compared to 2023 as a result of several factors including higher rates paid on deposits combined with interest-bearing deposit growth and a less favorable deposit composition. These contributors to interest expense were partially offset by a decrease in utilization of wholesale funding, including brokered deposits, the average balance of which decreased $372 million, and a $5.59 million decrease in average long-term debt as we redeemed two of our trust preferred securities and one subordinated debt issuance in late 2024. The average rate paid on interest-bearing deposits increased 58 basis points, which accounted for $88.7 million of the increase in deposit interest expense in 2024 compared to 2023. The average balance of customer interest-bearing deposits increased $1.83 billion for the year ended December 31, 2024 compared to 2023, driven by organic growth, the migration of noninterest-bearing deposits, as well as the full-year impact of deposits acquired from of First Miami. In 2024, 73% of our average total customer deposit composition was comprised of interest-bearing deposits, compared to 68% in 2023.

Our net interest spread decreased 13 basis points while our net interest margin decreased six basis points. The decreases in the interest rate spread and margin reflect a steeper increase in rates paid on deposits compared to rates earned on loans, partially mitigated by gains on fair value hedges of certain of our loans and AFS securities. In addition, interest-bearing deposit growth contributed to the increase in interest expense, decreasing our net interest revenue and contributing to net interest margin compression.

47

Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(dollars in thousands, (FTE))

202420232022
Average BalanceInterestAvg. RateAverage BalanceInterestAvg. RateAverage BalanceInterestAvg. Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)$18,124,179$1,146,4406.33%$17,576,424$1,042,5785.93%$14,571,746$673,4914.62%
Taxable securities (3)6,172,942199,7893.245,929,687162,5052.746,284,603121,5011.93
Tax-exempt securities (FTE) (1)(3)362,6559,1522.52381,7319,7962.57496,32713,8652.79
Federal funds sold and other interest-earning assets623,42626,6524.28642,49926,3974.111,065,0579,1040.85
Total interest-earning assets (FTE)25,283,2021,382,0335.4724,530,3411,241,2765.0622,417,733817,9613.65
Noninterest-earning assets:
Allowance for credit losses(212,968)(191,016)(135,144)
Cash and due from banks215,411239,574204,852
Premises and equipment394,127355,139288,044
Other assets (3)1,611,4051,517,9401,275,263
Total assets$27,291,177$26,451,978$24,050,748
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand$6,014,052175,5342.92$5,161,071125,3362.43$4,486,26317,3120.39
Money market6,188,579214,7423.475,462,677156,3972.864,900,66718,2740.37
Savings deposits1,146,3052,7170.241,312,4692,8660.221,482,5996930.05
Time deposits3,519,461140,2293.983,106,989100,9733.251,693,3075,1520.30
Brokered time deposits50,3592,2974.56224,91410,0024.4561,6366681.08
Total interest-bearing deposits16,918,756535,5193.1715,268,120395,5742.5912,624,47242,0990.33
Federal funds purchased and other borrowings2,4681315.3175,9653,1954.2113,0045073.90
FHLB advances4124,4255,7614.6334,0271,4244.18
Long-term debt319,16314,7234.61324,75314,8124.56323,10216,7685.19
Total borrowed funds321,63514,8544.62525,14323,7684.53370,13318,6995.05
Total interest-bearing liabilities17,240,391550,3733.1915,793,263419,3422.6612,994,60560,7980.47
Noninterest-bearing liabilities:
Noninterest-bearing deposits6,299,0197,091,0347,967,321
Other liabilities409,547397,337377,221
Total liabilities23,948,95723,281,63421,339,147
Shareholders’ equity3,342,2203,170,3442,711,601
Total liabilities and shareholders’ equity$27,291,177$26,451,978$24,050,748
Net interest revenue (FTE)$831,660$821,934$757,163
Net interest-rate spread (FTE)2.27%2.40%3.18%
Net interest margin (FTE) (4)3.29%3.35%3.38%

(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The FTE adjustments totaled $4.29 million, $4.17 million, and $4.81 million, respectively, for 2024, 2023, and 2022. The tax rate used to calculate the adjustment was 25% in 2024 and 26% in 2023 and 2022, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.

(2)Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.

(3)Unrealized gains and losses on AFS securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $306 million, $424 million, and $277 million in 2024, 2023, and 2022, respectively, are included in other assets for purposes of this presentation.

(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

48

The following table shows the relative effect on net interest revenue resulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid on such assets and liabilities.

Table 3 - Change in Interest Revenue and Interest Expense

(dollars in thousands, (FTE))

2024 Compared to 20232023 Compared to 2022
Increase (decrease) due to changes inTotalIncrease (decrease) due to changes inTotal
VolumeRateChangeVolumeRateChange
Interest-earning assets:
Loans$33,180$70,682$103,862$155,447$213,640$369,087
Taxable securities6,88930,39537,284(7,235)48,23941,004
Tax-exempt securities(483)(161)(644)(3,009)(1,060)(4,069)
Federal funds sold and other interest-earning assets(797)1,052255(4,910)22,20317,293
Total interest-earning assets38,789101,968140,757140,293283,022423,315
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand22,59727,60150,1982,985105,039108,024
Money market22,48035,86558,3452,332135,791138,123
Savings deposits(381)232(149)(88)2,2612,173
Time deposits14,52624,73039,2567,61088,21195,821
Brokered time deposits(7,956)251(7,705)4,2995,0359,334
Total interest-bearing deposits51,26688,679139,94517,138336,337353,475
Federal funds purchased and other short-term borrowings(3,729)665(3,064)2,645432,688
FHLB advances(5,761)(5,761)4,1701674,337
Long-term debt(257)168(89)84(2,040)(1,956)
Total borrowed funds(9,747)833(8,914)6,899(1,830)5,069
Total interest-bearing liabilities41,51989,512131,03124,037334,507358,544
Increase in net interest revenue$(2,730)$12,456$9,726$116,256$(51,485)$64,771

Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Provision for Credit Losses

The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses is determined using our CECL model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. We recorded a provision for credit losses of $51.0 million in 2024, compared to $89.4 million in 2023. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses.

The provision for credit losses for 2024 included $9.89 million to establish an additional allowance for loans to borrowers in counties in western North Carolina that were most severely affected by Hurricane Helene in late September 2024. The provision for credit losses for 2023 included the initial provisions for credit losses on Progress and First Miami non-PCD loans and unfunded commitments totaling $14.5 million and provided for a $19.0 million loss related to one relationship with a wholesale oil distributor.

49

The following table shows the main components of provision expense for the periods indicated.

Table 4 - Provision for Credit Losses
For the Years Ended December 31,
(in thousands)
20242023
Components of provision expense:
Allowance established for Hurricane Helene impacted areas of North Carolina$9,891$
Acquisition related non-PCD loan and unfunded commitment provision14,452
Individually significant loan losses during period19,026
Unfunded commitments(5,666)(5,106)
Other (i.e., loan growth, net charge-off coverage and change in forecast)46,72661,058
Total provision expense$50,951$89,430

Other provision for credit losses for 2024 decreased due to slower loan growth, which was partly offset by an increase in net charge-offs mainly within our equipment finance and commercial and industrial loan portfolios. See Table 13 Net Charge-offs in MD&A for further detail.

Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” and “Critical Accounting Estimates” sections of this Report, as well as Note 1 to the consolidated financial statements.

Noninterest Income

The following table presents the components of noninterest income for the periods indicated.

Table 5 - Noninterest Income
For the Years Ended December 31,
(in thousands)Change
2024202320222024-2023
Service charge and fees:
Overdraft fees$13,523$11,737$10,82215%
ATM and debit card interchange fees15,56315,43116,1321
Other service charges and fees11,90811,24411,2096
Total service charges and fees40,99438,41238,1637
Mortgage loan gains and related fees27,56719,22032,52443
Wealth management fees23,69523,74023,594
(Losses) gains from sales of other loans, net(21,284)9,14610,730
Other lending and loan servicing fees14,39613,97310,0053
Securities losses, net(3,316)(53,333)(3,872)
Other noninterest income:
Customer derivatives2,3042,5172,180(8)
Other investment income7,817(7)2,023
BOLI9,2998,0306,60316
Treasury management income6,7795,0643,75834
Other16,5058,72111,99989
Total other noninterest income42,70424,32526,56376
Total noninterest income$124,756$75,483$137,70765

Overdraft fees for 2024 increased compared to 2023, driven by higher overdraft transaction volume.

Mortgage loan gains and related fees consist primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market, mortgage derivative hedging gains and losses, fair value adjustments to our mortgage loans held for sale and fees earned from servicing mortgages for others, including fair value adjustments on our mortgage servicing asset. The change in mortgage income is strongly tied to the interest rate environment and industry conditions. We recognize the majority of income on mortgages

50

when customers enter into mortgage rate lock commitments, making our mortgage rate lock volume a significant driver of mortgage gains in any given period.

The increase in mortgage loan gains and related fees was primarily a result of an increase in mortgage loan gains of $6.42 million and an increase in mortgage servicing income, which includes fair value adjustments to our mortgage servicing asset, of $2.52 million. The increase in mortgage loan gains resulted from higher sales volume as we sold a higher percentage of our mortgage production in 2024 compared to 2023. As reflected in the following table, mortgage origination and rate lock demand declined slightly, but remained relatively stable from 2023 to 2024 as mortgage interest rates remained elevated during 2024.

Table 6 - Selected Mortgage Metrics
For the Years Ended December 31,
(dollars in thousands)
20242023Change
Mortgage rate locks$1,145,719$1,166,823(2)%
# of mortgage rate locks3,2883,340(2)
Mortgage loans sold$605,880$443,31637
# of mortgage loans sold2,0001,55029
Mortgage loans originated
Purchases$751,510$789,869(5)
Refinances118,748113,1515
Total$870,258$903,020(4)
# of mortgage loans originated2,4502,520(3)

Wealth management fees for 2024 were flat compared to 2023. Our total assets under management and advisement as of December 31, 2024 and 2023, were $3.15 billion and $5.29 billion, respectively. The decrease reflects the sale of FinTrust, which closed October 1, 2024.

Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. From time to time, we also sell certain equipment financing receivables based on market conditions. In addition, during 2024, we sold substantially all of our manufactured housing loan portfolio. This portfolio was part of the 2022 Reliant acquisition and had been in runoff mode following our decision to cease originations in 2023. The sale reduced risk and allowed us to redirect resources to activities that better align with our strategic objectives. The following table presents loans sold and the corresponding gains and losses recognized for the periods indicated.

Table 7 - Other Loan Sales
For the Years Ended December 31,
(in thousands)20242023
Loans SoldGain (Loss)Loans SoldGain
Manufactured housing loan sale$302,870$(27,209)$$
Guaranteed portion of SBA/USDA loans49,5933,30994,7586,004
Equipment financing receivables79,1712,616105,2933,142
Total$431,634$(21,284)$200,051$9,146

During the fourth quarter of 2023, we sold $316 million in AFS securities for a loss of $51.7 million with the strategic rationale of reducing long duration securities with lower yields and replacing them with higher yielding shorter duration securities to mitigate interest rate risk.

The change in other noninterest income for 2024 compared to 2023 was primarily driven by the following factors:

•During 2024, we recorded $7.82 million in other investment income, compared to nominal net losses in 2023. The increase is mostly attributable to our equity investments, for which we recorded net gains of $2.42 million, compared to net losses of $6.68 million in 2023. Additionally, we recorded higher gains on mutual funds, while we recorded lower equity method income from limited partnership investments.

51

•The increase in BOLI income primarily resulted from higher death benefits recognized in 2024 compared to 2023.

•Treasury management income increased 34% compared to 2023, which reflects our continued investment in both talent and product offerings related to this line of business.

•Other noninterest income increased in 2024 primarily due to a lease termination gain of $2.40 million resulting from exiting one of our corporate offices, a gain on extinguishment of debt of $2.27 million and a $937,000 positive change in collateral charges related to our derivative positions. The gain on extinguishment of debt resulted from the write-off of remaining premium associated with $60.0 million of subordinated debt we redeemed during the fourth quarter of 2024. The subordinated debt was assumed as part of the 2022 Reliant acquisition and the associated premium was the remaining unamortized balance of a purchase accounting adjustment recorded at acquisition.

Noninterest Expenses

The following table presents the components of noninterest expenses for the periods indicated.

Table 8 - Noninterest Expenses
For the Years Ended December 31,
(dollars in thousands)Change
2024202320222024-2023
Salaries and employee benefits$340,043$318,464$276,2057%
Occupancy44,30642,64036,2474
Communications and equipment49,24943,26438,23414
Professional fees24,73226,73220,166(7)
Lending and loan servicing expense8,3799,7229,350(14)
Outside services - electronic banking13,70311,57712,58318
Postage, printing and supplies9,8679,4678,7494
Advertising and public relations8,5469,4738,384(10)
FDIC assessments and other regulatory charges20,97827,4499,894(24)
Amortization of intangibles14,59615,1756,826(4)
Merger-related and other charges8,62327,21019,375(68)
Other35,14530,10024,13617
Total noninterest expenses$578,167$571,273$470,1491

Salaries and employee benefits for 2024 increased $21.6 million compared to 2023. The increase was driven by higher total compensation including merit increases along with higher group medical insurance costs. The increase in salaries was also driven by the inclusion of First Miami employees for the full year in 2024. Full time equivalent headcount totaled 2,979 at December 31, 2024, down 5% from 3,121 at December 31, 2023, which is partly attributable to the sale of FinTrust and reduction in staff dedicated to the manufactured housing loan portfolio.

The increase in occupancy costs was attributable to higher repairs and maintenance costs and depreciation expense, partially offset by a reduction in rent expense. The increase in depreciation expense was partially driven by the addition of our new Greenville headquarters building, which was completed in March 2024. The new headquarters building allowed for the consolidation of multiple leased office space locations, which contributed to the decrease in rent expense. The increase in occupancy cost for 2024 was also partially attributable to an additional six months of expense related to branches acquired in the First Miami transaction compared to 2023.

Communications and equipment expense increased primarily due to incremental software contract costs and the growth in our network. We also recorded higher depreciation expense related to software and equipment placed into service during 2024, which included technology equipment for our new Greenville headquarters building, the implementation of a new syndicated loan platform, and new signage associated with our rebranding.

FDIC assessments and other regulatory charges were elevated during 2023 due to a $10.0 million accrual of the FDIC special assessment that was assessed to recover losses resulting from the 2023 bank failures. FDIC assessments and other regulatory charges for 2024 reflects an additional $1.74 million of accrued expense related to the final determination of the FDIC special assessment and higher expense due to the increase in our assessment base.

52

The increase in other noninterest expense for 2024 was primarily attributable to a $5.39 million loss on the sale of FinTrust. The majority of the loss was recognized as a $5.10 million write-down to FinTrust’s goodwill during the second quarter of 2024 when the business was transferred to held for sale. The impairment reflected the reduction of FinTrust’s book value to the estimated fair value of the sales consideration. We recorded an incremental loss of approximately $293,000 when the sale closed during the fourth quarter of 2024.

Merger-related and other charges for 2024 primarily consisted of costs associated with our rebranding, branch closure costs, and expenses related to the sale of FinTrust. Merger-related and other charges for 2023 related to the acquisitions and system conversions of Progress and First Miami.

Income Taxes

Our effective tax rates for 2024 and 2023 were 21.9% and 19.4%, respectively. Our effective tax rate for 2023 was unusually low, reflecting a drop in earnings before income taxes as a result of losses from restructuring our bond portfolio. The effective tax rate decreased as tax exempt revenue represented a larger proportion of pre-tax income. Also in 2023, we had a larger amount of tax credits from solar tax equity investments. See Note 19 for a reconciliation of income taxes calculated at our statutory federal income tax rate to income tax expense recognized in our consolidated statements of income. Reconciling items generally consist of state income taxes, as well as the effect of tax exempt income and non-deductible expenses.

Balance Sheet Review

Total assets at December 31, 2024 and December 31, 2023 were $27.7 billion and $27.3 billion, respectively. Total liabilities at December 31, 2024 and December 31, 2023 were $24.3 billion and $24.0 billion, respectively. Shareholders’ equity totaled $3.43 billion and $3.26 billion at December 31, 2024 and 2023, respectively. The following discussion of the major components of our balance sheet highlights significant activity resulting in the change in our financial condition between December 31, 2023 and December 31, 2024.

Loans

Our loan portfolio is our largest category of interest-earning assets. At December 31, 2024, total loans were $18.2 billion compared to $18.3 billion at December 31, 2023. The following presents the composition of our loan portfolio as of the dates indicated.

Table 9 - Loan Portfolio Composition

As of December 31, 2024

53

The following table provides a disaggregation of our Income Producing CRE portfolio, which totaled $4.36 billion as of December 31, 2024. Common risks for this loan category include declines in general economic conditions, declines in real estate value, declines in occupancy rates, and lack of suitable alternative use for the property. Over the past few years, the cost of renting CRE has risen substantially due to increased levels of inflation and a relatively high interest rate environment. This can increase the risk of lower occupancy rates for our borrowers. Additionally, demand for office space has declined as many companies have reduced the sizes of their offices to account for hybrid and remote work arrangements. We monitor our income producing CRE portfolio through debt covenant monitoring and performing annual review procedures. Our office income producing CRE portfolio totaled $792 million as of December 31, 2024. The average loan size within this category was $1.42 million and the largest loan was $16.5 million. Senior care loans, which we no longer originate, totaled $259 million at December 31, 2024.

Table 10 - CRE - Income Producing Portfolio Composition

As of December 31, 2024

As of December 31, 2024, our 25 largest credit relationships consisted of loans and loan commitments ranging from $38.3 million to $79.2 million, with an aggregate total credit exposure of $1.19 billion, including $282 million in unfunded commitments and $904 million in balances outstanding, excluding participations sold. As of December 31, 2023, our 25 largest credit relationships consisted of loans and loan commitments ranging from $38.9 million to $81.6 million, with an aggregate total credit exposure of $1.16 billion, including $332 million in unfunded commitments and $832 million in balances outstanding, excluding participations sold.

54

The following table sets forth the maturity distribution of our loan portfolio, including the interest rate sensitivity for loans maturing after one year.

Table 11 - Loan Portfolio Maturity

As of December 31, 2024

(in thousands)

MaturityRate Structure for Loans Maturing Over One Year (1)
One Year or Less2 - 5 Years6 - 15 YearsAfter 15 YearsTotalFixed RateVariable Rate
Owner occupied CRE$307,759$1,545,042$1,348,503$196,913$3,398,217$2,148,417$942,041
Income producing CRE869,9402,422,805893,538174,6374,360,9201,874,4361,616,544
Commercial & industrial594,5241,201,415566,14866,2892,428,376801,3551,032,497
Commercial construction452,886891,336242,52268,9661,655,710363,730839,094
Equipment financing68,3041,225,790368,4071,662,5011,594,197
Total commercial2,293,4137,286,3883,419,118506,80513,505,7246,782,1354,430,176
Residential mortgage9,19229,456181,6563,011,1753,231,4791,082,0262,140,261
Home equity11,59548,00269,161936,1161,064,8742,4201,050,859
Residential construction11,09410,00327,897129,411178,405140,49426,817
Manufactured housing192171,4871,7231,054650
Consumer34,847125,45024,5381,613186,448150,3911,210
Total$2,360,160$7,499,299$3,722,587$4,586,607$18,168,653$8,158,520$7,649,973

(1) The fixed versus variable determination does not reflect the portfolio layer fair value hedges on certain loans.

Asset Quality and Risk Elements

We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit administration function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures.

We conduct reviews of classified performing and non-performing loans, FDMs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by Credit Risk Management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of credit and risk rating policies and procedures.

The ACL reflects management’s assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Estimates section for additional information on the ACL.

The total ACL for loans at December 31, 2024 decreased by $1.07 million compared to December 31, 2023 and the ACL for loans as a percentage of total loans remained constant. During the third quarter of 2024, we established an additional allowance of $9.89 million related to expected loan losses in nine counties in western North Carolina severely affected by Hurricane Helene, which we maintained as of December 31, 2024 as we continue to monitor the impact of the hurricane on our borrowers. Over half of this allowance was allocated to the residential mortgage portfolio. As of December 31, 2024, we had $27.9 million in loans with hurricane-related short-term payment deferrals. Additionally, there was an increase in the ACL for equipment financing loans driven mostly by loan growth and recent charge-off history. These increases were partly offset by the $9.89 million decrease in ACL for manufactured housing loans, as we sold substantially all of that portfolio during the third quarter of 2024. Our ACL for unfunded commitments decreased mostly due to a decrease in our construction commitments.

55

The following table summarizes the allocation of the ACL for each of the past three years.

Table 12 - Allocation of ACL

As of December 31,

(dollars in thousands)

202420232022
ACL% of loans in each category to total loansACL% of loans in each category to total loansACL% of loans in each category to total loans
Owner occupied CRE$19,87319$23,54218$19,83418
Income producing CRE41,4272447,7552332,08221
Commercial & industrial35,4411330,8901323,50415
Commercial construction16,370921,7411020,12010
Equipment financing47,415933,383923,3959
Total commercial160,52674157,31173118,93573
Residential mortgage32,2591828,2191720,80915
Home equity11,24769,64758,7076
Residential construction1,67211,83322,0493
Manufactured housing45010,33928,0982
Consumer844172217591
Total ACL - loans206,998100208,071100159,357100
ACL - unfunded commitments10,39116,05721,163
Total ACL$217,389$224,128$180,520
ACL- loans as a percentage of total loans1.14%1.14%1.04%

The following table summarizes net charge-offs to average loans for each of the past three years.

Table 13 - Net Charge-offs

Years Ended December 31,

(dollars in thousands)

202420232022
Average LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average Loans
Owner occupied CRE$3,302,948$(2)%$3,166,495$5030.02%$2,662,600$(1,761)(0.07)%
Income producing CRE4,193,0323,5810.093,834,5855,9390.153,283,107(343)(0.01)
Commercial & industrial2,349,93313,8390.592,483,93121,0590.852,271,2796,4600.28
Commercial construction1,865,78691,800,307(157)(0.01)1,502,093(584)(0.04)
Equipment financing1,577,02022,9431.451,503,82620,1621.341,217,9933,9530.32
Residential mortgage3,233,863542,900,916(246)(0.01)2,007,843(247)(0.01)
Home equity991,460(77)(0.01)935,596(2,878)(0.31)802,674(618)(0.08)
Residential construction223,3992640.12436,5139360.21394,413(231)(0.06)
Manufactured housing203,73514,3887.06337,7123,8591.14285,5567650.27
Consumer183,0032,6911.47176,5433,0661.74144,1882,2601.57
$18,124,179$57,6900.32$17,576,424$52,2430.30$14,571,746$9,6540.07

In both 2024 and 2023, we had individually significant charge-off events that contributed to elevated total net charge-offs. In 2024, we recorded $11.0 million in manufactured housing loan charge-offs in connection with the sale of the majority of that portfolio during the third quarter. In 2023, we recorded a $19.0 million charge-off related to one relationship with a wholesale oil distributor that was

56

part of a $218 million nationally syndicated credit, in which our participation was 8.7%.

During 2024 and 2023, equipment financing charge-offs were elevated partly due to charge-offs related to the long-haul trucking industry, which totaled $7.35 million in 2024 and $8.47 million in 2023. As economic stress began affecting the long-haul space, we ceased originations in January of 2023. As a result, this portfolio balance decreased to $25.6 million at December 31, 2024, down approximately 50% from December 31, 2023. The long-haul trucking equipment segment comprises a small portion of the portfolio and is deemed not representative of the entire equipment financing portfolio. Excluding long-haul trucking, equipment financing losses increased to 1.01% in 2024 from 0.82% in 2023, as inflation and other economic factors added financial stress to small businesses in general.

Nonperforming Assets

The following table presents NPAs, which consist of nonaccrual loans and OREO and repossessed assets, for the periods indicated.

Table 14 - NPAs

As of December 31,

(in thousands)

202420232022
Nonaccrual loans held for investment$113,579$91,687$44,232
OREO and repossessed assets2,0561,19049
Total NPAs$115,635$92,877$44,281
Nonaccrual loans to total loans0.62%0.50%0.29%
NPAs to total assets0.420.340.18
ACL - loans to nonaccrual loans coverage ratio1.822.273.60

The increase in nonaccrual loans since December 31, 2023 was primarily driven by net increases in commercial and industrial, residential mortgage, and owner occupied CRE nonaccrual loans, which contributed $15.9 million, $10.7 million, and $8.58 million to the net increase, respectively. For commercial and industrial and owner occupied CRE loans, much of the increase was driven by a small population of borrowers with loans in excess of $1.00 million moving to nonaccrual status during 2024. We also had one commercial construction borrower with loans totaling $4.03 million move to nonaccrual status during the year. These additions were partially offset by nonaccrual loan repayments, payoffs, charge-offs and loans returning to accrual status. Additionally, manufactured housing nonaccrual loans decreased $14.4 million compared to December 31, 2023, as a result of the sale of substantially all of this portfolio during the third quarter of 2024.

Investment Securities

The composition of the investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. The table below summarizes the carrying value of our securities portfolio and other relevant portfolio metrics as of the dates presented. Effective duration represents the expected change in the price of a security when rates change by 100 basis points.

57

Table 15 - Investment Securities

As of December 31,

(dollars in thousands)

20242023
Carrying Value% of portfolioCarrying Value% of portfolio2024 - 2023$ Change
AFS$4,436,29165%$3,331,08457%$1,105,207
HTM2,368,107352,490,84843(122,741)
Total investment securities$6,804,398$5,821,932$982,466
Investment securities as a % of total assets25%21%
Weighted average life5.7 years6.2 years
Swap adjusted effective duration3.5%4.0%
Effective duration3.94.4

During 2024, we purchased $1.94 billion in AFS securities, continuing our strategy of investing excess funds in our AFS portfolio. During the fourth quarter of 2024, we sold $176 million in AFS securities for a loss of $3.32 million with the strategic intent of replacing them with higher-yielding securities.

In 2023 and 2024, we entered into fair value hedges on a portion of our AFS securities portfolio in order to partially mitigate the impact of any potential future unrealized losses on our tangible common equity. Gains and losses related to the hedges and hedged items are reflected in investment securities interest income. The changes in the fair value of the hedges and the hedged items substantially offset each other. See Note 8 to the financial statements for further detail.

Table 16 - Investment Securities Portfolio Composition

As of December 31, 2024

At December 31, 2024, HTM debt securities had a fair value of $1.94 billion, indicating net unrealized losses of $424 million. Additional unrealized losses on HTM debt securities of $59.5 million (pre-tax) were included in AOCI as a result of the transfer of AFS debt securities to HTM in 2022. Unrealized losses were primarily attributable to changes in interest rates.

Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, make up the largest portion of our investment securities portfolio. These securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, we may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite may occur. Prepayments tend to slow and the weighted average

58

life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts and can result in the holding of a below market yielding asset for a longer period of time.

Our HTM debt securities portfolio is evaluated quarterly to assess whether an ACL is required. We measure expected credit losses on HTM debt securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. For U.S. Treasury and Government Agency securities, we include a zero loss assumption. At December 31, 2024, calculated credit losses on HTM debt securities were deemed de minimis due to the high credit quality of the portfolio, which included securities issued or guaranteed by U.S. Government agencies, GSEs, high credit quality municipalities and supranational entities. As a result, no ACL for HTM debt securities was recorded.

For AFS debt securities in an unrealized loss position, if we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the security's amortized cost basis is written down to fair value through income. Absent circumstances when an AFS security would be sold, we evaluate whether the decline in fair value has resulted from credit losses or other factors. The evaluation considers factors such as the extent to which fair value is less than amortized cost, changes to the security’s rating, and adverse conditions specific to the security. If the evaluation indicates a credit loss exists, an ACL may be recorded, with such allowance limited to the amount by which fair value is below amortized cost. Any impairment unrelated to credit factors is recognized in OCI. At December 31, 2024, there was no ACL related to the AFS debt securities portfolio. Unrealized losses at December 31, 2024 primarily reflected the effect of changes in interest rates.

We also hold certain equity investments, which are included in other assets on the consolidated balance sheet. These investments include equity investments with readily determinable fair values, FHLB stock, and beginning in 2024, Federal Reserve stock as a result of becoming a Federal Reserve state member bank. As of December 31, 2024, we had $88.0 million in Federal Reserve stock.

The following table presents the amortized cost of securities by contractual maturity of investment securities and weighted-average yields on a FTE basis. Weighted-average yield for each maturity range includes coupon interest, discount accretion and premium amortization and has been calculated using the amortized cost of each security in that range. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs. Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

Table 17 - Contractual Maturity and Weighted-Average Yield of AFS and HTM Debt Securities

As of December 31, 2024

(dollars in thousands)

Maturity By Years
1 or Less1 to 56 to 10Over 10Total
Amortized CostWA YieldAmortized CostWA YieldAmortized CostWA YieldAmortized CostWA YieldAmortized CostWA Yield
AFS
U.S. Treasuries$248,2294.56%$263,7652.83%$%$%$511,9943.67%
U.S. Government agencies & GSEs6151.4243,8591.74178,6424.89111,0315.55334,1474.69
State and political subdivisions3,0893.0835,5332.0266,8471.6069,5721.58175,0411.70
Residential MBS, Agency & GSE121.1024,7834.4360,5652.791,985,0734.032,070,4333.99
Residential MBS, Non-agency2,8865.86299,4324.61302,3184.62
Commercial MBS, Agency & GSE99,3105.14360,2664.46192,2773.45192,4493.01844,3023.98
Commercial MBS, Non-agency5,0457.728,2784.1713,3235.51
Corporate bonds13,1441.82112,8021.9537,3043.098198.50164,0692.23
Asset-backed securities6,3310.418,6302.62233,7124.04248,6733.90
Total AFS securities$369,4444.64$847,3393.34$547,1513.59$2,900,3664.02$4,664,3003.90
HTM
U.S. Treasuries$%$19,8961.40%$%$%$19,8961.40%
U.S. Government agencies & GSEs75,3891.5523,7652.7699,1541.84
State and political subdivisions4,7004.6725,6132.0867,5082.47191,6712.47289,4922.47
Residential MBS, Agency & GSE2523.157,7541.7710,3902.191,263,7781.861,282,1741.86
Commercial MBS, Agency & GSE19,0991.729,1902.65221,0191.77413,0831.98662,3911.91
Supranational entities15,0001.6415,0001.64
Total HTM securities$24,0512.31$62,4531.91$389,3061.86$1,892,2971.96$2,368,1071.94

59

Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the net fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill annually, or more frequently if necessary, to determine if any impairment exists. At December 31, 2024 and December 31, 2023, the net carrying amount of goodwill was $907 million and $920 million, respectively. The decrease in goodwill during 2024 resulted from the impairment and subsequent derecognition of FinTrust’s goodwill resulting from the sale of the business, partly offset by a measurement period adjustment related to the First Miami acquisition.

In the second quarter of 2024, we entered into an agreement to sell FinTrust, our registered investment advisor, with the transaction completed on October 1, 2024. Because the fair value of the consideration was less than the carrying amount of FinTrust, we recorded a $5.10 million write-down of FinTrust’s goodwill in the second quarter of 2024. We do not believe that this goodwill impairment loss is an indicator of impairment of the remaining goodwill on our balance sheet. Upon completion of the sale, the remainder of goodwill related to FinTrust of $9.06 million was derecognized.

Additionally, during the first quarter of 2024, we recorded a measurement period adjustment to the acquisition date fair values of other assets and other liabilities recorded for First Miami. The adjustment related to the lack of realizability of certain tax credits, which resulted in a net increase in goodwill of $1.34 million.

In addition to goodwill, we have core deposit intangible assets, and through most of 2024, we also had customer relationship intangible assets. These represent the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.

At December 31, 2023, net customer relationship intangibles totaled $6.49 million. When we closed on the sale of FinTrust, the related customer relationship intangible of $6.02 million was derecognized. The remainder of our customer relationship intangibles fully amortized in 2024.

Deposits

Customer deposits are the primary source of funds for the continued growth of our earning assets. We believe our high level of service, as evidenced by our strong customer satisfaction scores, is instrumental in attracting and retaining customer deposit accounts. Since December 31, 2023, customer deposits increased $145 million, which was mostly driven by an increase in money market deposit accounts with offsetting decreases in other customer deposit types. This was driven by higher demand for money market accounts, which are more liquid than time deposits and offer a higher interest rate than demand and savings accounts. As of December 31, 2024, we had approximately $9.56 billion in uninsured deposits, of which $3.12 billion was collateralized by investment securities. The following table sets forth the deposit composition for the periods indicated.

Table 18 - Deposits

As of December 31,

(dollars in thousands)

20242023
BalanceCustomer Deposit CompositionBalanceCustomer Deposit Composition
Noninterest-bearing demand$6,211,18227%$6,534,30728%
NOW and interest-bearing demand6,141,342266,155,19327
Money market and savings7,498,735326,808,39429
Time3,441,424153,649,49816
Total customer deposits23,292,683100%23,147,392100%
Brokered deposits168,292163,219
Total deposits$23,460,975$23,310,611

60

The following table sets forth the scheduled maturities of time deposits greater than $250,000.

Table 19 - Maturities of Time Deposits Greater than $250,000

As of December 31, 2024

(in thousands)

Three months or less$570,526
Over three through six months240,549
Over six months through twelve months210,111
Over one year41,694
Total$1,062,880

Liquidity Management

Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.

An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis. Liquidity is also available from cash and cash equivalents. Cash and cash equivalents at December 31, 2024 were $520 million compared with $1.00 billion at December 31, 2023. During 2023, we maintained higher levels of on-balance sheet liquidity in the form of cash and cash equivalents due to elevated liquidity risk following a few large bank failures in early 2023. In 2024, our cash and cash equivalents balance returned to more normal levels as we strategically invested more of our excess cash in short duration securities within our investment portfolio. At the end of 2024, we saw loan growth return and we experienced some deposit attrition that resulted in the need to use modest short-term borrowings to meet our short-term funding needs. At December 31, 2024, we had $195 million of outstanding federal funds purchased.

The Bank’s main source of liquidity is customer deposit accounts, which we are able to attract by competing more aggressively on pricing. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, securities sold under agreements to repurchase, FHLB advances and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs. At December 31, 2024, we had sufficient qualifying collateral to support additional borrowings, which is detailed in the table below.

Table 20 - Borrowing Capacity
As of December 31, 2024
(in thousands)
FHLB$1,917,905
Federal Reserve - Discount Window2,267,139
Borrowing capacity from pledged collateral$4,185,044
Unpledged securities available as collateral for additional borrowings$3,603,885

In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2024 and 2023, the Bank paid dividends of $153 million and $198 million, respectively, to the Holding Company where liquidity is managed to a minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.

61

Significant uses and sources of cash during the year ended December 31, 2024 are summarized below. See the consolidated statement of cash flows in this Report for further detail.

•Net cash provided by operating activities of $350 million reflects net income of $252 million adjusted for non-cash transactions, net losses on sales of other loans and securities and changes in other assets and liabilities. Significant non-cash transactions for the period included provision for credit losses of $51.0 million and depreciation, amortization and accretion of $40.9 million.

•Net cash used in investing activities of $991 million consisted primarily of $1.94 billion of purchases of AFS debt securities, partially offset by $992 million proceeds from securities sales, maturities and calls and, an $82.7 million net decrease in loans.

•Net cash provided by financing activities of $157 million consisted primarily of a net increase in deposits of $149 million and an increase in short-term borrowings of $195 million, partially offset by $119 million in common and preferred stock dividends and repayment of long-term debt of $68.6 million.

In the opinion of management, our liquidity position at December 31, 2024 was sufficient to meet our expected cash requirements.

Contractual Obligations and Other Commitments

The following discussion provides an overview of our significant contractual obligations and other commitments.

Long-term Debt

At December 31, 2024 and 2023, we had long-term debt outstanding of $254 million and $325 million, respectively, consisting of senior debentures, subordinated debentures, and trust preferred securities, all of which were obligations of the Holding Company. The following table provides long-term debt outstanding by maturity in five-year increments. During 2024, we redeemed two of our trust preferred securities and our 2029 subordinated debt prior to maturity, which, combined, totaled $68.6 million. We recorded a $2.27 million gain on the extinguishment of the subordinated debt, representing the remaining purchase accounting premium, which was recorded when the debt was assumed in connection with the 2022 Reliant acquisition. Additional information regarding debt instruments is provided in Note 12 to the consolidated financial statements.

Table 21 - Long-term Debt by Maturity Category

As of December 31, 2024

(in thousands)

Next 5 years$135,000
6 - 10 years100,000
11 - 15 years25,775
260,775
Less discount(6,623)
Total long-term debt$254,152

Operating Lease Obligations

We are party to operating lease agreements for many of our branch locations, ATMs, ITMs, loan production offices and operation centers. For qualifying leases with a term exceeding one year, we record a lease liability and ROU asset on our balance sheet. As of December 31, 2024, the lease liability and ROU asset totaled $45.2 million and $42.8 million, respectively, compared to $44.1 million and $42.8 million, respectively, at December 31, 2023. During 2024, we recorded $15.6 million in ROU assets in exchange for operating lease liabilities of approximately the same amount.

As of December 31, 2024, the remaining terms of our leases ranged from one month to 10 years. Certain leases contain options to renew the lease at the end of the current term. Unless we have determined we are reasonably likely to renew the lease, these options have been excluded from the calculation of our lease liability and ROU asset. Additional information regarding operating leases is provided in Note 13 to the consolidated financial statements.

62

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments included commitments to extend credit and letters of credit, which totaled $4.03 billion at December 31, 2024.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by borrowers.

In addition, we hold investments in certain limited partnerships for tax credit and CRA purposes. As of December 31, 2024, for certain of these investments, we had committed to fund an additional $27.7 million related to future capital calls that has not been reflected in the consolidated balance sheet. As of December 31, 2024, we also had $10.6 million in commitments for future capital calls to fintech fund limited partnerships that have not been reflected in the consolidated balance sheet.

We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 22 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Capital Resources and Dividends

The maintenance and management of capital levels is one of management’s significant priorities. Shareholders’ equity at December 31, 2024 was $3.43 billion, an increase of $171 million from December 31, 2023. The increase was primarily a result of net income of $252 million and other comprehensive income of $26.3 million, mostly driven by unrealized holding gains on AFS debt securities. These increases were partially offset by dividends on common and preferred stock of $119 million.

Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is our total RWAs. RWAs for purposes of our capital ratios are calculated under these guidelines.

CET1 capital consists of common shareholders’ equity, excluding AOCI, intangible assets (goodwill, deposit-based intangibles and certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets. Tier 1 capital consists of CET1 plus non-cumulative perpetual preferred stock. Tier 2 capital includes the allowable portion of the ACL up to 1.25% of RWA as well as qualifying subordinated debt and trust preferred securities. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

As of December 31, 2024, we had outstanding subordinated debt of $100 million, of which $60.0 million qualified as Tier 2 capital after applying a discount related to the debt maturing in 2028. In addition, we had outstanding junior subordinated debentures related to trust preferred securities totaling $25.8 million at December 31, 2024, of which $25.0 million (excluding common securities) qualified as Tier 2 capital. Further information on subordinated debt and trust preferred securities is provided in Note 12 to the consolidated financial statements.

63

The following table outlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 22 - Capital Ratios

As of December 31,

United Community Banks, Inc. (consolidated)United Community Bank
Minimum CapitalWell-CapitalizedMinimum Capital Plus Capital Conservation Buffer2024202320242023
Risk-based ratios:
CET1 capital4.5%6.5%7.0%13.27%12.16%13.05%12.22%
Tier 1 capital6.08.08.513.7212.6013.0512.22
Total capital8.010.010.515.1714.4914.0813.23
Leverage ratio4.05.0N/A9.969.479.469.17

Additional information related to capital ratios, as calculated under regulatory guidelines, is provided in Note 21 to the consolidated financial statements. As of December 31, 2024 and 2023, both United and the Bank were characterized as “well-capitalized”.

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, because primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

Our management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to monitor and manage our interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

64

FY 2023 10-K MD&A

SEC filing source: 0000857855-24-000010.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes. The discussion of the components of our results of operations focuses on financial trends and events occurring between 2022 and 2023.

For additional information related to financial trends between 2022 and 2021 please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023, which information under that caption is incorporated herein by this reference. Historical results of operations are not necessarily predictive of future results.

GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our core business operations. Operating performance measures include “net income – operating,” “diluted net income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating” and “efficiency ratio – operating.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the Audit Committee of our Board each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of MD&A.

Overview

We offer a wide array of commercial and consumer banking services and investment advisory services, which as of December 31, 2023, was comprised of a 207 branch network located throughout Georgia, South Carolina, North Carolina, Tennessee, Florida and Alabama. Our equipment finance and SBA/USDA lending businesses operate throughout the United States. At December 31, 2023, we had consolidated total assets of $27.3 billion and 3,121 full-time equivalent employees.

Recent Developments

Mergers and Acquisitions

In the past two years, we have continued to expand through acquisitions as follows:

•On July 1, 2023, we completed the acquisition of First Miami, which operated three offices in the Miami metropolitan area. We acquired $1.02 billion of assets and assumed $931 million of liabilities in the acquisition, which included $577 million in loans and $865 million in deposits. In addition to traditional banking products, First Miami offered private banking, trust and wealth management services.

•On January 3, 2023, we completed the acquisition of Progress, which operated 13 offices primarily located in Alabama and the Florida Panhandle. We acquired $1.90 billion of assets and assumed $1.60 billion of liabilities in the acquisition, which included 1.44 billion in loans and $1.33 billion in deposits.

•On January 1, 2022, we acquired Reliant, a bank which operated a 25-branch network primarily located in Middle Tennessee. In this acquisition, we acquired $3.25 billion of assets and assumed $2.66 billion of liabilities, which included $2.32 billion in loans and $2.50 billion in deposits.

The acquired entities’ results are included in our consolidated results beginning on the respective acquisition dates. We continue to evaluate potential transactions as opportunities arise.

41

Discontinuance of Affected Benchmarks and BSBY

As a result of the cessation of publication of all tenors of LIBOR on a representative basis, we no longer make loans referencing Affected Benchmarks. Legacy contracts referencing Affected Benchmarks have transitioned to ARRs. Additionally, publication of BSBY, one of the ARRs we utilized as part of the transition away from Affected Benchmarks, will cease effective on November 15, 2024. We no longer make loans referencing BSBY and are in the process of transitioning BSBY-indexed contracts to other ARRs, principally Term SOFR.

For more information on the replacement of Affected Benchmarks and BSBY, see Part I, Item 1A. Risk Factors – Interest Rate and Yield Curve Risks of this Report.

Results of Operations

We reported net income of $188 million in 2023 compared to $277 million in 2022. The following provides highlights of our financial results for 2023:

•We recorded a provision for credit losses of $89.4 million compared to $63.9 million for 2022. The increase in provision expense correlated with the increase in net charge-offs of $42.6 million, which was primarily driven by one commercial loan relationship charge-off of $19.0 million and an increase in equipment financing net charge-offs. Provision expense for 2023 included $14.5 million related to the establishment of the ACL for the acquired First Miami and Progress non-PCD loans and unfunded commitments. Provision expense for 2022 included $18.3 million related to the establishment of the ACL for the acquired Reliant non-PCD loans and unfunded commitments. See section titled Provision for Credit Losses of MD&A for further detail.

•Net interest revenue increased $65.4 million, which reflects the impact of rising interest rates, organic loan growth and the acquisitions of First Miami and Progress. During 2023, our net interest margin decreased three basis points to 3.35%, which reflects steeper increases in deposit rates compared to that of loans as the Federal Reserve increased the target federal funds rate by 525 basis points starting in March 2022 through the third quarter of 2023. See section titled Net Interest Revenue and Tables 2 and 3 of MD&A for further detail on net interest revenue.

•Noninterest income for 2023 was down $62.2 million, or 45%, compared to 2022, which was mostly attributable to an AFS bond portfolio restructuring loss of $51.7 million. In addition, mortgage loan gains and related fees decreased $13.3 million as mortgage origination demand remained low in 2023 as mortgage rates increased. See Tables 4 through 6 of MD&A for further detail on noninterest income.

•Noninterest expenses increased $101 million, or 22%, compared to 2022. Most notably, salaries and employee benefits increased $42.3 million, primarily due to growth in our employee base from acquisitions and lower deferred loan origination costs, partially offset by lower commissions expense resulting from the decrease in mortgage originations. FDIC assessment and other regulatory charges increased $17.6 million as a result of a $10.0 million one-time special assessment implemented by the FDIC resulting from the bank failures that occurred during the year, a two basis point assessment rate increase that became effective on January 1, 2023 and an increased assessment base. Amortization of intangibles increased $8.35 million, which reflects additional core deposit intangible expense resulting from the core deposit intangibles recorded in connection with the Progress and First Miami acquisitions. Merger-related and other charges were up $7.84 million compared to 2022, which mostly reflects First Miami and Progress merger costs, including systems conversions. See Table 7 of MD&A for further detail on noninterest expense.

Critical Accounting Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments.

Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our

42

ACL and fair value measurements to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments, with particular applicability on our balance sheet to loans and unfunded loan commitments. Estimating the amount of the ACL requires significant judgment and the use of estimates related to historical experience, current conditions, reasonable and supportable forecasts, and the value of collateral on collateral-dependent loans. The loan portfolio also represents the largest asset type on our consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

There are many factors affecting the ACL; some are quantitative while others require qualitative judgment. For example, our ACL model is particularly sensitive to our recent charge-off experience and changes in the forecasted unemployment rate. Although management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Asset Quality and Risk Elements” and “Nonperforming Assets.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the ACL.

Fair Value Measurements

For business combinations, we measure and record assets acquired and liabilities assumed at fair value at the date of acquisition, including identifiable intangible assets. Note 1 to the consolidated financial statements includes additional information on accounting policies and estimates related to acquisition activities.

At December 31, 2023, the percentage of our total assets measured at fair value on a recurring basis was 13%, the majority of which are based on either quoted market prices or market prices for similar instruments. See Note 15 “Fair Value Measurements” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

The fair values for AFS and HTM securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.

We have elected the fair value option for the majority of our portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and as such is categorized as level 2.

We use derivatives primarily to manage our interest rate risk or to help our customers manage their interest rate risk. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are

43

primarily sensitive to market observable data. However, we do evaluate the level of these observable inputs and there are some instances where we have determined that the inputs are not directly observable.

We recognize a servicing rights asset upon the sale of residential mortgage loans and SBA/USDA loans sold with servicing retained. Servicing right assets are carried at fair value. Given the nature of these SBA/USDA and residential mortgage servicing assets, the key valuation inputs are unobservable and we disclose them as a level 3 item.

As of December 31, 2023, we had level 3 assets, those valued using unobservable inputs, of $54.2 million. The total level 3 assets consisted of $35.9 million in residential mortgage servicing rights, $10.6 million in derivative assets, $5.44 million in servicing rights for SBA/USDA loans and $2.21 million of AFS debt securities. We also had level 3 derivative liabilities totaling $11.2 million.

From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value.

44

UNITED COMMUNITY BANKS, INC.

Table 1 Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202320222021
INCOME SUMMARY
Interest revenue$1,237,107$813,155$578,794
Interest expense419,34260,79829,760
Net interest revenue817,765752,357549,034
Provision for credit losses89,43063,913(37,550)
Noninterest income75,483137,707157,818
Total revenue803,818826,151744,402
Noninterest expenses571,273470,149396,639
Income before income tax expense232,545356,002347,763
Income tax expense45,00178,53077,962
Net income187,544277,472269,801
Non-operating items88,89419,37513,970
Income tax benefit of non-operating items(21,489)(4,246)(3,174)
Net income - operating (1)*$254,949$292,601$280,597
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP$1.54$2.52$2.97
Diluted net income - operating (1)*2.112.663.09
Common stock cash dividends declared0.920.860.78
Book value26.5224.3823.63
Tangible book value (3)*18.3917.1318.42
Key Performance Ratios:
Return on common equity - GAAP (2)5.34%9.54%13.14%
Return on common equity - operating (1)(2)*7.3310.0713.68
Return on tangible common equity - operating (1)(2)(3)*10.6314.0417.33
Return on assets - GAAP0.681.131.37
Return on assets - operating (1)*0.941.191.42
Net interest margin (FTE)3.353.383.07
Efficiency ratio - GAAP60.0952.3155.80
Efficiency ratio - operating (1)*56.1750.1653.83
Equity to total assets11.9511.2510.61
Tangible common equity to tangible assets (3)*8.367.888.09
ASSET QUALITY
Total NPAs$92,877$44,281$32,855
ACL - loans208,071159,357102,532
Net charge-offs52,2439,65438
ACL - loans to loans1.14%1.04%0.87%
Net charge-offs to average loans0.300.07
NPAs to total assets0.340.180.16
AT PERIOD END ($ in millions)
Loans$18,319$15,335$11,760
Investment securities5,8226,2285,653
Total assets27,29724,00920,947
Deposits23,31119,87718,241
Shareholders’ equity3,2622,7012,222
Common shares outstanding (thousands)119,010106,22389,350

(1) Excludes non-operating items as detailed on Non-GAAP Performance Measures Reconciliation on next page.(2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization.

* Represents a non-GAAP measure. See reconciliation of non-GAAP measures to related GAAP financial measures on the following page. For more information, see “GAAP Reconciliation and Explanation” in the MD&A section of this Report.

45

UNITED COMMUNITY BANKS, INC.

Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation

Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202320222021
Net income reconciliation
Net income (GAAP)$187,544$277,472$269,801
Bond portfolio restructuring loss51,689
FDIC special assessment9,995
Merger-related and other charges27,21019,37513,970
Income tax benefit of non-operating items(21,489)(4,246)(3,174)
Net income - operating$254,949$292,601$280,597
Diluted income per common share reconciliation
Diluted income per common share (GAAP)$1.54$2.52$2.97
Bond portfolio restructuring loss0.33
FDIC special assessment0.06
Merger-related and other charges0.180.140.12
Diluted income per common share - operating$2.11$2.66$3.09
Book value per common share reconciliation
Book value per common share (GAAP)$26.52$24.38$23.63
Effect of goodwill and other intangibles(8.13)(7.25)(5.21)
Tangible book value per common share$18.39$17.13$18.42
Return on tangible common equity reconciliation
Return on common equity (GAAP)5.34%9.54%13.14%
Bond portfolio restructuring loss1.15
FDIC special assessment0.22
Merger-related and other charges0.620.530.54
Return on common equity - operating7.3310.0713.68
Effect of goodwill and other intangibles3.303.973.65
Return on tangible common equity - operating10.63%14.04%17.33%
Return on assets reconciliation
Return on assets (GAAP)0.68%1.13%1.37%
Bond portfolio restructuring loss0.15
FDIC special assessment0.03
Merger-related and other charges0.080.060.05
Return on assets - operating0.94%1.19%1.42%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)60.09%52.31%55.80%
FDIC special assessment(1.05)
Merger-related and other charges(2.87)(2.15)(1.97)
Efficiency ratio - operating56.17%50.16%53.83%
Tangible common equity to tangible assets reconciliation
Equity to assets (GAAP)11.95%11.25%10.61%
Effect of goodwill and other intangibles(3.27)(2.97)(2.06)
Effect of preferred equity(0.32)(0.40)(0.46)
Tangible common equity to tangible assets8.36%7.88%8.09%

46

Net Interest Revenue

Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of revenue. Management seeks to optimize this revenue while balancing interest rate, credit, and liquidity risks. The banking industry uses two key ratios to measure relative profitability of net interest revenue, which are the net interest spread and the net interest margin. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest spread eliminates the effect of noninterest-earning assets as well as noninterest-bearing deposits and other noninterest-bearing funding sources and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percentage of total average interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and shareholders’ equity.

Net interest revenue for 2023 was $818 million, compared to $752 million for 2022. The net interest spread was 2.40% and 3.18% for 2023 and 2022, respectively, while the net interest margin was 3.35% and 3.38%, respectively. The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provide further insight into net interest spread and net interest margin for the periods indicated. The following discussion provides additional detail on the average balances and net interest revenue for the years ended December 31, 2023 and 2022.

For 2023, we reported a $423 million, or 52%, increase in FTE interest revenue compared to 2022. The main driver of the increase was the impact of rising interest rates as the Federal Reserve raised the targeted federal funds rate a total of 525 basis points beginning in March 2022 through the third quarter of 2023. Growth in average loans for the year ended December 31, 2023 of $3.00 billion, or 21%, compared to 2022 also contributed to the increase in interest revenue. The acquisitions of Progress and First Miami contributed $1.79 billion combined to the increase in average loans. Loan interest revenue includes purchased loan accretion, which increased $9.82 million in 2023 compared to 2022 largely driven by the 2023 acquisitions. In addition, we also earned $36.9 million more in interest income on our investment portfolio, which also benefited from higher interest rates and included $8.02 million additional interest revenue from the fair value hedges on our AFS securities portfolio.

Interest expense increased $359 million in 2023 compared to 2022, as a result of several factors including the continued rising interest rate environment, deposit growth, strong deposit competition, a less favorable deposit mix composition and increased utilization of wholesale funding, including brokered deposits. The average balance of interest-bearing deposits increased $2.64 billion for the year ended December 31, 2023 compared to 2022, $1.15 billion of which was attributable to the acquisitions of Progress and First Miami. To address deposit balance attrition, we raised deposit pricing, which contributed to an increase in non-brokered deposit interest expense of $331 million in 2023 compared to 2022. Our average deposit composition shifted toward more costly customer time deposits, comprising 14% of total average deposits during 2023 compared to 8% in 2022.

As noted above, we continued to use wholesale funding sources in 2023 to meet our short-term liquidity needs. Average wholesale funding balances for 2023 increased $317 million compared to 2022, which contributed an additional $11.1 million in interest expense. However, at December 31, 2023, we had no FHLB advances or short-term borrowings outstanding.

Our net interest spread decreased 78 basis points while our net interest margin decreased three basis points. The decreases in the interest rate spread and margin reflect a steeper increase in rates paid on deposits compared to rates earned on loans, partially mitigated by higher purchased loan accretion and gains on fair value hedges of our AFS portfolio. In addition, our net interest margin benefited from a more favorable interest earning asset mix, with 72% being comprised of loans, which generally have higher yields than other earning assets, compared to 65% for 2022.

47

Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(in thousands, FTE)

202320222021
Average BalanceInterestAvg. RateAverage BalanceInterestAvg. RateAverage BalanceInterestAvg. Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)$17,576,424$1,042,5785.93%$14,571,746$673,4914.62%$11,485,876$504,0154.39%
Taxable securities (3)5,929,687162,5052.746,284,603121,5011.934,446,71261,9941.39
Tax-exempt securities (FTE) (1)(3)381,7319,7962.57496,32713,8652.79382,91512,0593.15
Federal funds sold and other interest-earning assets642,49926,3974.111,065,0579,1040.851,680,1514,7840.28
Total interest-earning assets (FTE)24,530,3411,241,2765.0622,417,733817,9613.6517,995,654582,8523.24
Noninterest-earning assets:
Allowance for credit losses(191,016)(135,144)(121,586)
Cash and due from banks239,574204,852139,728
Premises and equipment355,139288,044230,276
Other assets (3)1,517,9401,275,2631,013,956
Total assets$26,451,978$24,050,748$19,258,028
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand$5,161,071125,3362.43$4,486,26317,3120.39$3,610,6015,4680.15
Money market5,462,677156,3972.864,900,66718,2740.373,972,3585,3800.14
Savings deposits1,312,4692,8660.221,482,5996930.051,095,0712170.02
Time deposits3,106,989100,9733.251,693,3075,1520.301,529,0723,6630.24
Brokered time deposits224,91410,0024.4561,6366681.0867,2301170.17
Total interest-bearing deposits15,268,120395,5742.5912,624,47242,0990.3310,274,33214,8450.14
Federal funds purchased and other borrowings75,9653,1954.2113,0045073.9044
FHLB advances124,4255,7614.6334,0271,4244.181,19530.25
Long-term debt324,75314,8124.56323,10216,7685.19276,49214,9125.39
Total borrowed funds525,14323,7684.53370,13318,6995.05277,73114,9155.37
Total interest-bearing liabilities15,793,263419,3422.6612,994,60560,7980.4710,552,06329,7600.28
Noninterest-bearing liabilities:
Noninterest-bearing deposits7,091,0347,967,3216,276,094
Other liabilities397,337377,221322,566
Total liabilities23,281,63421,339,14717,150,723
Shareholders’ equity3,170,3442,711,6012,107,305
Total liabilities and shareholders’ equity$26,451,978$24,050,748$19,258,028
Net interest revenue (FTE)$821,934$757,163$553,092
Net interest-rate spread (FTE)2.40%3.18%2.96%
Net interest margin (FTE) (4)3.35%3.38%3.07%

(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used for each year was 26% reflecting the statutory federal rate and the federal tax adjusted state tax rate.

(2)Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.

(3)Unrealized gains and losses on AFS securities, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $424 million and $277 million in 2023 and 2022, respectively, and pretax unrealized gains of $28.7 million in 2021 are included in other assets for purposes of this presentation.

(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

48

The following table shows the relative effect on net interest revenue resulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid on such assets and liabilities.

Table 3 - Change in Interest Revenue and Interest Expense

(in thousands, FTE)

2023 Compared to 20222022 Compared to 2021
Increase (decrease) due to changes inTotalIncrease (decrease) due to changes inTotal
VolumeRateChangeVolumeRateChange
Interest-earning assets:
Loans$155,447$213,640$369,087$141,433$28,043$169,476
Taxable securities(7,235)48,23941,00430,74228,76559,507
Tax-exempt securities(3,009)(1,060)(4,069)3,280(1,474)1,806
Federal funds sold and other interest-earning assets(4,910)22,20317,293(2,293)6,6134,320
Total interest-earning assets140,293283,022423,315173,16261,947235,109
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand2,985105,039108,0241,60410,24011,844
Money market2,332135,791138,1231,51711,37712,894
Savings deposits(88)2,2612,17398378476
Time deposits7,61088,21195,8214231,0661,489
Brokered time deposits4,2995,0359,334(11)562551
Total interest-bearing deposits17,138336,337353,4753,63123,62327,254
Federal funds purchased and other short-term borrowings2,645432,688507507
FHLB advances4,1701674,3379055161,421
Long-term debt84(2,040)(1,956)2,437(581)1,856
Total borrowed funds6,899(1,830)5,0693,849(65)3,784
Total interest-bearing liabilities24,037334,507358,5447,48023,55831,038
Increase in net interest revenue$116,256$(51,485)$64,771$165,682$38,389$204,071

Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Provision for Credit Losses

The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses under CECL is determined using a model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. We recorded a provision for credit losses of $89.4 million in 2023, compared to $63.9 million in 2022. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses.

The increase in provision expense during 2023 was primarily driven by the increase in net charge-offs of $42.6 million compared to 2022. The increase in net charge-offs was mostly attributable to higher equipment financing net charge-offs, mostly related to long haul trucking equipment loans, and one commercial relationship charge-off totaling $19.0 million. See Table 12 Net Charge-offs in MD&A for further detail.

Additionally, during 2023, we recorded the initial provisions for credit losses on Progress and First Miami non-PCD loans and unfunded commitments totaling $14.5 million compared to 2022, which included $18.3 million related to the acquisition of Reliant.

Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” and “Critical Accounting Estimates” sections of this Report, as well as Note 1 to the consolidated financial statements.

49

Noninterest Income

The following table presents the components of noninterest income for the periods indicated.

Table 4 - Noninterest Income
For the Years Ended December 31,
(in thousands)Change
2023202220212023-2022
Service charge and fees:
Overdraft fees$11,737$10,822$10,1378%
ATM and debit card interchange fees15,43116,13213,737(4)
Other service charges and fees11,24411,2099,994
Total service charges and fees38,41238,16333,8681
Mortgage loan gains and related fees19,22032,52458,446(41)
Wealth management fees23,74023,59418,9981
Gains from sales of other loans, net9,14610,73011,267(15)
Other lending and loan servicing fees13,97310,0059,42740
Securities (losses) gains, net(53,333)(3,872)83
Other noninterest income:
Customer derivatives2,5172,1803,19815
Other investment gains(7)2,0234,886
BOLI8,0306,6033,55222
Treasury management income5,0643,7582,91035
Other8,72111,99911,183(27)
Total other noninterest income24,32526,56325,729(8)
Total noninterest income$75,483$137,707$157,818(45)

Mortgage loan gains and related fees consist primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market, mortgage derivative hedging gains and losses, fair value adjustments to our mortgage loans held for sale and fees earned from servicing mortgages for others, including fair value adjustments on our mortgage servicing asset. The change in mortgage income is strongly tied to the interest rate environment and industry conditions. We recognize the majority of income on mortgages when customers enter into mortgage rate lock commitments, making our mortgage rate lock volume a significant driver of mortgage gains in any given period.

The decrease in mortgage loan gains and related fees was mostly driven by fluctuations in the fair value of our mortgage servicing rights asset between 2022 and 2023. During 2023, we recorded negative fair value adjustments, including decay, totaling $3.87 million compared to $6.35 million in positive fair value adjustments, including decay, in 2022. The higher interest rate environment continued into 2023 which reduced mortgage origination and rate lock demand as reflected in the following table.

Table 5 - Selected Mortgage Metrics
For the Years Ended December 31,
(dollars in thousands)
20232022Change
Mortgage rate locks$1,166,823$2,174,664(46)%
# of mortgage rate locks3,3405,562(40)
Mortgage loans sold$443,316$528,231(16)
# of mortgage loans sold1,5502,086(26)
Mortgage loans originated
Purchases$789,869$1,193,713(34)
Refinances113,151336,649(66)
Total$903,020$1,530,362(41)
# of mortgage loans originated2,5203,921(36)

50

Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. From time to time, we also sell certain equipment financing receivables based on market conditions. The following table presents loans sold and corresponding gains recognized on SBA/USDA loans and other loans sold for the periods indicated.

Table 6 - Other Loan Sales
For the Years Ended December 31,
(in thousands)20232022
Loans SoldGainLoans SoldGain
Guaranteed portion of SBA/USDA loans$94,758$6,004$104,813$8,090
Equipment financing receivables105,2933,14289,8502,640
Total$200,051$9,146$194,663$10,730

Lending and loan servicing fees for 2023 increased $3.97 million compared to 2022 mostly due to volume-driven fee income from our equipment finance business and more favorable negative fair value adjustments to our SBA/USDA servicing asset.

During the fourth quarter of 2023, we sold $316 million in AFS securities for a loss of $51.7 million with the strategic rationale of reducing long duration securities with lower yields and replacing them with higher yielding shorter duration securities to mitigate interest rate risk in the current rising rate environment.

The change in other noninterest income for 2023 compared to 2022 was primarily driven by the following factors:

•During 2023, we recorded unrealized gains on deferred compensation plan assets, CRA investments and limited partnership investments, which were offset by unrealized losses on our other equity investments. During 2022, we recorded unrealized gains on equity securities and limited partnership investments that were partially offset by unrealized losses in our deferred compensation plan assets.

•The increase in BOLI income is mostly due to the additional policies that were obtained in connection with the Progress acquisition as well as death benefits recognized.

•Treasury management income increased 35% compared to 2022, resulting from an increase in customers enrolled. This is reflective of our continued investment in this product, as we increased our Treasury Management headcount throughout our geographic footprint.

•The decrease in other income was driven primarily by an increase in collateral charges related to our derivative positions, which totaled $4.97 million in 2023 compared to $866,000 in 2022. In addition, we recognized a $1.00 million loss on the disposal of two of our Tennessee branches. The loss mainly resulted from a $656,000 write down of our core deposit intangible associated with deposits sold in the transaction as well as losses on the buildings. These reductions of income were partially offset by a gain on sale of a commercial insurance book of business of $1.59 million.

51

Noninterest Expenses

The following table presents the components of noninterest expenses for the periods indicated.

Table 7 - Noninterest Expenses
For the Years Ended December 31,
(in thousands)Change
2023202220212023-2022
Salaries and employee benefits$318,464$276,205$241,44315%
Occupancy42,64036,24728,61918
Communications and equipment43,26438,23429,82913
Professional fees26,73220,16620,58933
Lending and loan servicing expense9,7229,35010,8594
Outside services - electronic banking11,57712,5839,481(8)
Postage, printing and supplies9,4678,7497,1108
Advertising and public relations9,4738,3845,91013
FDIC assessments and other regulatory charges27,4499,8947,398177
Amortization of intangibles15,1756,8264,045122
Merger-related and other charges27,21019,37513,97040
Other30,10024,13617,38625
Total noninterest expenses$571,273$470,149$396,63922

Noninterest expenses for 2023 totaled $571 million, up 22% from 2022. The addition of Progress and First Miami’s operating expenses since their respective acquisition dates of January 3, 2023 and July 1, 2023 contributed to the increase, particularly in salaries and benefits and occupancy costs.

Salaries and employee benefits for 2023 increased $42.3 million compared to 2022. Full time equivalent headcount totaled 3,121 at December 31, 2023, up 10% from 2,843 at December 31, 2022. In addition to the growth in our employee base from acquisitions, the increase in salaries was also attributable to merit increases awarded during the second quarter of 2023. Lower deferred loan origination costs, resulting from decreased loan production, and higher deferred compensation plan expense, driven by unrealized gains on the plan investments, also contributed to the increase in salaries and benefits expense. These increases were partially offset by decreases in commissions expense, primarily driven by the decrease in mortgage production, and a reduction in bonus expense.

Occupancy costs increased 18% in 2023 compared to 2022, primarily due to higher rent expense resulting from the addition of acquired leased premises. We operated 207 branches at December 31, 2023, compared to 192 branches at December 31, 2022.

Communications and equipment expense increased primarily due to incremental software contract costs and the growth in our network with the addition of recent acquisitions.

The increase in professional fees is most a result of increased legal and consulting fees. The increase also reflects pre-conversion systems expense from the Progress and First Miami acquisitions.

The increase in FDIC assessments and other regulatory charges was partly driven by the 2 basis point assessment rate increase that went into effect for all banks on January 1, 2023 and an increase in our assessment base, partly resulting from the Progress and First Miami acquisitions. In addition, 2023 expense includes $10.0 million related to the FDIC special assessment implemented in the fourth quarter of 2023 to recover losses resulting from the bank failures that occurred in 2023.

Amortization of intangibles increased with the additional customer deposit intangibles recorded as a result of the Progress and First Miami acquisitions.

The increase in other noninterest expense in 2023 was primarily due to an increase in travel and meals expense, as well as increases in fraud losses.

Merger-related and other charges for 2023 were primarily related to the acquisition of Progress and First Miami, including system conversions. Merger-related and other charges for 2022 primarily consisted of merger costs related to the acquisitions of Reliant, including its system conversion during the second quarter of 2022.

52

Balance Sheet Review

Total assets at December 31, 2023 were $27.3 billion, an increase of $3.29 billion, or 14%, from December 31, 2022. Total liabilities at December 31, 2023 were $24.0 billion, an increase of $2.73 billion, or 13% from December 31, 2022. Shareholders’ equity totaled $3.26 billion and $2.70 billion at December 31, 2023 and 2022, respectively. The following discussion of the major components of our balance sheet highlights significant activity resulting in the change in our financial condition between December 31, 2022 and December 31, 2023.

Loans

Our loan portfolio is our largest category of interest-earning assets. At December 31, 2023, total loans were $18.3 billion compared to $15.3 billion at December 31, 2022, an increase of 19%. The net increase in loans was primarily attributable to organic growth and loans acquired in the Progress and First Miami transactions of $1.44 billion and $577 million, respectively. The following presents the composition of our loan portfolio as of the dates indicated.

Table 8 - Loan Portfolio Composition

As of December 31, 2023

As of December 31, 2023, 23% of our loan portfolio was comprised of income producing commercial real estate loans, which is further disaggregated in the following chart. Common risks for this loan category are declines in general economic conditions, declines in real estate value, declines in occupancy rates, and lack of suitable alternative use for the property. In the current environment where inflation is high and interest rates have been rising over the past two years, the cost of renting commercial real estate has risen substantially. This can increase the risk of lower occupancy rates to our borrowers. In addition, in the post-COVID era, demand for office space has seen some decline as many companies have reduced the sizes of their offices to account for hybrid and remote work arrangements. We monitor our income producing commercial real estate portfolio through debt covenant monitoring and performing annual review procedures.

53

Table 9 - Commercial Real Estate - Income Producing Portfolio Composition

As of December 31, 2023

The following table sets forth the maturity distribution of our loan portfolio, including the interest rate sensitivity for loans maturing after one year.

Table 10 - Loan Portfolio Maturity

As of December 31, 2023

(in thousands)

MaturityRate Structure for Loans Maturing Over One Year (1)
One Year or Less2 - 5 Years6 - 15 YearsAfter 15 YearsTotalFixed RateVariable Rate
Owner occupied commercial real estate$249,416$1,350,357$1,489,908$174,370$3,264,051$2,177,552$837,083
Income producing commercial real estate732,8012,199,7091,128,462202,9804,263,9522,044,6471,486,504
Commercial & industrial618,7181,117,298599,97275,0572,411,045925,600866,727
Commercial construction467,220995,259308,13488,9251,859,538471,034921,284
Equipment financing70,6031,152,025318,4921,541,1201,470,517
Total commercial2,138,7586,814,6483,844,968541,33213,339,7067,089,3504,111,598
Residential mortgage16,03935,733188,8282,958,3283,198,9281,090,2882,092,601
Home equity11,66049,44384,290813,594958,9871,952945,375
Residential construction246,79911,78935,3607,702301,65017,82137,030
Manufactured housing852052,876283,070336,474336,212254
Consumer32,298122,80224,3901,627181,117146,3652,454
Total$2,445,562$7,034,935$4,230,712$4,605,653$18,316,862$8,681,988$7,189,312

(1) The fixed versus variable determination does not reflect the portfolio layer fair value hedge on certain equipment financing loans.

As of December 31, 2023, our 25 largest credit relationships consisted of loans and loan commitments ranging from $38.9 million to $81.6 million, with an aggregate total credit exposure of $1.16 billion, including $332 million in unfunded commitments and $832 million in balances outstanding, excluding participations sold.

Our manufactured housing loan portfolio, which we acquired in the Reliant acquisition, is comprised of loans mostly outside our footprint, predominantly in Louisiana, Mississippi and Texas. As of December 31, 2023, 87% of loans were collateralized by chattel

54

and the remaining 13% were collateralized by real estate. During the fourth quarter of 2023, we ceased originating new manufactured housing loans.

Asset Quality and Risk Elements

We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit administration function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures.

We conduct reviews of classified performing and non-performing loans, FDMs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by Credit Risk Management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.

The ACL reflects management’s assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Estimates section for additional information on the ACL.

The ACL, which includes a portion related to unfunded commitments, totaled $224 million at December 31, 2023 compared with $181 million at December 31, 2022. At December 31, 2023, the ACL for loans was $208 million, or 1.14% of total loans, compared with $159 million, or 1.04%, of loans at December 31, 2022.

The increase in the ACL since December 31, 2022 reflects loan growth and a higher level of charge-offs, which raised the initial expected default rates in the model. In addition, the acquisitions of Progress and First Miami added $20.9 million to the ACL as of the acquisition date. Of this amount, $6.42 million was reclassified from the amortized cost basis of PCD loans with no impact to earnings.

55

The following table summarizes the allocation of the ACL for each of the past three years.

Table 11 - Allocation of ACL

As of December 31,

(in thousands)

202320222021
ACL% of loans in each category to total loansACL% of loans in each category to total loansACL% of loans in each category to total loans
Owner occupied commercial real estate$23,54218$19,83418$14,28220
Income producing commercial real estate47,7552332,0822124,15622
Commercial & industrial30,8901323,5041516,59216
Commercial construction21,7411020,120109,9569
Equipment financing33,383923,395916,2909
Total commercial157,31173118,9357381,27676
Residential mortgage28,2191720,8091512,39014
Home equity9,64758,70766,5686
Residential construction1,83322,04931,8473
Manufactured housing10,33928,0982
Consumer722175914511
Total ACL - loans208,071100159,357100102,532100
ACL - unfunded commitments16,05721,16310,992
Total ACL$224,128$180,520$113,524
ACL- loans as a percentage of total loans1.14%1.04%0.87%

The following table summarizes net charge-offs to average loans for each of the past three years.

Table 12 - Net Charge-offs

Years Ended December 31,

(in thousands)

202320222021
Average LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average Loans
Owner occupied commercial real estate$3,166,495$5030.02%$2,662,600$(1,761)(0.07)%$2,159,153$3160.01%
Income producing commercial real estate3,834,5855,9390.153,283,107(343)(0.01)2,571,923(229)(0.01)
Commercial & industrial2,483,93121,0590.852,271,2796,4600.282,242,764(2,499)(0.11)
Commercial construction1,800,307(157)(0.01)1,502,093(584)(0.04)958,791(747)(0.08)
Equipment financing1,503,82620,1621.341,217,9933,9530.32971,3553,1050.32
Residential mortgage2,900,916(246)(0.01)2,007,843(247)(0.01)1,462,421(220)(0.02)
Home equity935,596(2,878)(0.31)802,674(618)(0.08)675,873(405)(0.06)
Residential construction436,5139360.21394,413(231)(0.06)301,591(147)(0.05)
Manufactured housing337,7123,8591.14285,5567650.27
Consumer176,5433,0661.74144,1882,2601.57142,0058640.61
$17,576,424$52,2430.30$14,571,746$9,6540.07$11,485,876$38

The increase in net charge-offs in 2023 was mostly attributable to higher equipment financing net charge-offs, mostly related to long haul trucking equipment loans, and one commercial relationship charge-off totaling $19.0 million. The commercial borrower, a wholesale oil distributor, was part of a $218 million nationally syndicated credit, in which United’s participation was 8.7%. The borrower filed for Chapter 11 bankruptcy in March of 2023, at which time we placed the credit on nonaccrual status and included it in

56

NPAs. When the bankruptcy converted to a Chapter 7 liquidation in August of 2023, the loan was charged off in full with no significant recovery expected. In regards to the increase in equipment finance charge-offs, the long haul trucking equipment segment, which drove the increase, comprises a small portion of the equipment finance portfolio and is not deemed to be indicative of the current credit quality of the entire equipment financing portfolio.

Nonperforming Assets

The following table presents NPAs, which consist of nonaccrual loans and OREO and repossessed assets, for the periods indicated.

Table 13 - NPAs

As of December 31,

(in thousands)

202320222021
Nonaccrual loans held for investment$91,687$44,232$32,812
OREO and repossessed assets1,1904943
Total NPAs$92,877$44,281$32,855
Nonaccrual loans to total loans0.50%0.29%0.28%
NPAs to total assets0.340.180.16
ACL - loans to nonaccrual loans coverage ratio2.273.603.12

The increase in nonaccrual loans since December 31, 2022 is primarily driven by a small population of large commercial loans that moved to nonaccrual status, which contributed $45.8 million of the increase. Additionally, the balance at December 31, 2023 included $13.2 million and $8.08 million, respectively, of manufactured housing and equipment financing loans that moved to nonaccrual status during 2023. These additions were partially offset by reductions in nonaccrual loans resulting from repayments, payoffs, and charge-offs as well as loans returning to accrual status.

Investment Securities

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. The following table presents a summary of our investment securities portfolio as of the dates indicated.

Table 14 - Investment Securities

As of December 31,

(in thousands)

20232022
Carrying Value% of portfolioCarrying Value% of portfolio2023 - 2022$ Change
AFS$3,331,08457%$3,614,33358%$(283,249)
HTM2,490,848432,613,64842(122,800)
Total investment securities$5,821,932$6,227,981$(406,049)
Investment securities as a % of total assets21%26%
Weighted average life6.2 years6.7 years
Effective duration (1)4.0%4.7%

(1) Effective duration is presented net of the AFS fair value hedge entered into during 2023. The effective duration excluding the AFS fair value hedge was 4.4% as of December 31, 2023.

During the fourth quarter of 2023, we sold $316 million in AFS securities for a loss of $51.7 million with the strategic rationale of reducing long duration securities with lower yields and replacing them with higher yielding shorter duration securities to mitigate interest rate risk in the current rising rate environment. Securities sold yielded 1.46% with a 5.1% effective duration. Proceeds from the sales were reinvested in AFS securities yielding 5.36% with a 1.5% effective duration.

57

During the second quarter of 2023, we entered into a fair value hedge on a portion of our AFS securities portfolio in order to mitigate the impact of any potential future unrealized losses on our tangible common equity. The notional value of the securities hedged totaled $656 million as of December 31, 2023. Gains and losses related to the hedge and hedged item are reflected in investment securities interest income. During 2023, the change in the fair value of the hedge and the hedged item substantially offset each other. See Note 8 to the consolidated financial statements for further detail.

During 2022, we transferred AFS debt securities to HTM with a fair value on the transfer date of $1.29 billion, which included unrealized losses recorded in AOCI totaling $87.4 million. Transfer date unrealized losses are amortized and reclassified out of AOCI as a yield adjustment, which is offset by discount accretion of the transferred HTM securities. Amortization of transfer date unrealized losses and discount accretion are recognized over the remaining life of the securities.

At December 31, 2023, HTM debt securities had a fair value of $2.10 billion, indicating net unrealized losses of $395 million. Additional unrealized losses on HTM debt securities of $68.2 million (pre-tax) were included in AOCI as a result of the transfer of AFS debt securities to HTM in 2022. Unrealized losses were primarily attributable to changes in interest rates.

Table 15 - Investment Securities Portfolio Composition

As of December 31, 2023

Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, make up the largest portion of our investment securities portfolio. These securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, we may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite may occur. Prepayments tend to slow and the weighted average life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts, and can result in the holding of a below market yielding asset for a longer period of time.

As shown in the chart above, 79% of our investment securities portfolio is comprised of U.S. government, U.S. government agency and GSE securities. In addition, as of December 31, 2023, our state and political subdivision securities were all high quality investment grade. As a reflection of the high credit quality of the portfolio, at December 31, 2023 and 2022, no ACL for HTM or AFS debt securities was recorded. See Note 5 to the consolidated financial statements for further discussion of the investment portfolio and related fair value information.

58

The following table presents the amortized cost of securities by contractual maturity of investment securities and weighted-average yields on a FTE basis. Weighted-average yield for each maturity range includes coupon interest, discount accretion and premium amortization and has been calculated using the amortized cost of each security in that range. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs. Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

Table 16 - Contractual Maturity and Weighted-Average Yield of AFS and HTM Debt Securities

As of December 31, 2023

(in thousands)

Maturity By Years
1 or Less1 to 56 to 10Over 10Total
Amortized CostWA YieldAmortized CostWA YieldAmortized CostWA YieldAmortized CostWA YieldAmortized CostWA Yield
AFS
U.S. Treasuries$182,6605.38%$215,3612.38%$%$%$398,0213.76%
U.S. Government agencies & GSEs2831.2339,3621.7990,2593.72151,8045.71281,7084.52
State and political subdivisions3,1592.0527,8272.2751,9411.5699,6191.61182,5461.70
Residential MBS, Agency & GSE21.864,7382.4519,4812.451,290,8433.241,315,0643.22
Residential MBS, Non-agency339,3304.62339,3304.62
Commercial MBS, Agency & GSE3,0072.14300,0223.73121,1142.14231,8613.21656,0043.25
Commercial MBS, Non-agency12,6639.0711,6064.2224,2696.75
Corporate bonds10,3791.08161,4801.6345,6183.108087.95218,2851.93
Asset-backed securities2430.3735,5660.387,7986.32121,1216.42164,7285.10
Total AFS securities$212,3965.28$784,3562.62$336,2112.72$2,246,9923.72$3,579,9553.48
HTM
U.S. Treasuries$%$19,8641.41%$%$%$19,8641.41%
U.S. Government agencies & GSEs72,6321.5226,4202.6399,0521.82
State and political subdivisions1,2004.5427,2572.6650,2052.21214,0432.52292,7052.49
Residential MBS, Agency & GSE423.351,3383.6019,9292.201,361,9851.871,383,2941.87
Commercial MBS, Agency & GSE26,2292.04208,5001.34446,2042.23680,9331.95
Supranational entities15,0001.7015,0001.70
Total HTM securities$1,2424.50$74,6882.12$366,2661.56$2,048,6522.02$2,490,8481.96

Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the net fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill annually, or more frequently if necessary, to determine if any impairment exists. At December 31, 2023 and December 31, 2022, the net carrying amount of goodwill was $920 million and $751 million, respectively.

We also have core deposit and customer relationship intangible assets, representing the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.

In connection with the acquisition of Progress in the first quarter of 2023, we recorded goodwill and a core deposit intangible of $146 million and $40.0 million, respectively. In connection with the acquisition of First Miami in the third quarter of 2023, we recorded goodwill and a core deposit intangible of $23.2 million and $18.0 million, respectively. See Note 3 to the financial statements for further information about these acquisitions. Also during the third quarter of 2023, United reduced its core deposit intangible related to the Reliant acquisition by $656,000 as a result of the sale of two acquired branches and related deposits.

In 2022, in connection with the acquisition of Reliant, we recorded goodwill and a core deposit intangible of $299 million and $14.5 million, respectively.

59

Deposits

Customer deposits are the primary source of funding for our earning assets. In addition to organic growth, the increase in deposits since December 31, 2022 was primarily driven by the deposits assumed in the Progress and First Miami transactions, which had a balance of $1.33 billion and $865 million, respectively, as of their respective acquisition dates. As of December 31, 2023 we had approximately $9.24 billion in uninsured deposits, of which $3.10 billion was collateralized by investment securities. The following table sets forth the deposit composition for the periods indicated.

Table 17 - Deposits

As of December 31,

(in thousands)

20232022
BalanceCustomer Deposit CompositionBalanceCustomer Deposit Composition
Noninterest-bearing demand$6,534,30728%$7,643,08139%
NOW and interest-bearing demand6,155,193274,350,87822
Money market and savings6,808,394295,967,01730
Time3,649,498161,781,4829
Total customer deposits23,147,392100%19,742,458100%
Brokered deposits163,219134,049
Total deposits$23,310,611$19,876,507

The following table sets forth the scheduled maturities of time deposits greater than $250,000.

Table 18 - Maturities of Time Deposits Greater than $250,000

As of December 31, 2023

(in thousands)

Three months or less$382,802
Over three through six months308,274
Over six months through twelve months412,776
Over one year47,886
Total$1,151,738

Liquidity Management

Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.

An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.

The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts, which we are able to attract by competing more aggressively on pricing. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, securities sold under agreements to repurchase, FHLB advances and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs. In response to bank failures in early 2023, we have focused on maximizing the amount of securities and loans available as collateral for contingent liquidity sources as well as reevaluated the assumptions in our liquidity stress test. At December 31, 2023, we had sufficient qualifying collateral to support additional borrowings, which is detailed in the table below.

60

Table 19 - Borrowing Capacity
As of December 31, 2023
(in thousands)
FHLB$1,843,827
Federal Reserve
Discount Window2,698,507
Bank Term Funding Program (1)1,265,066
Total borrowing capacity$5,807,400
Unpledged securities available as collateral for additional borrowings$1,706,264

(1) The Bank Term Funding Program expires March 11, 2024.

Since the second half of 2022 there has been strong competition for deposits in the banking industry as the rising interest rate environment has provided customers with alternatives for achieving higher returns on cash outside of the banking system. As a result, during the second half of 2022, we experienced some deposit attrition, which was not unique to us but was part of an industry-wide trend. In response to this deposit balance attrition, we suspended investment securities purchases and allowed cash flows from maturing securities to meet a portion of our funding needs. We also temporarily used short-term borrowings to supplement our near-term funding requirements. In 2023, we raised deposit pricing in an effort to stem deposit attrition and attract deposits back to the Bank. These efforts were successful and we were able to suspend our use of short-term borrowings. At the end of 2023, we had no outstanding short-term borrowings and the balance of cash and cash equivalents was $1.00 billion. In addition to on-balance sheet liquidity, we have significant sources of liquidity through secured borrowings and other unsecured funding sources as noted above.

In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2023 and 2022, the Bank paid dividends of $198 million and $133 million, respectively, to the Holding Company. Holding Company liquidity is managed to a minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.

Significant uses and sources of cash during the year ended December 31, 2023 are summarized below. See the consolidated statement of cash flows in this Report for further detail.

•Net cash provided by operating activities of $294 million reflects net income of $188 million adjusted for non-cash transactions, gains and losses on sales of other loans and securities and changes in other assets and liabilities. Significant non-cash transactions for the period included provision for credit losses of $89.4 million and depreciation, amortization and accretion of $45.0 million.

•Net cash used in investing activities of $163 million consisted primarily of $857 million of purchases of AFS debt securities and a $997 million net increase in loans, offset by $1.66 billion proceeds from securities sales, maturities and calls and $208 million in net cash received from acquisitions.

•Net cash provided by financing activities of $226 million consisted primarily of a net increase in deposits of $1.34 billion, partially offset by net repayments of FHLB advances and other short-term borrowings of $993 million and $112 million in common and preferred stock dividends.

In the opinion of management, our liquidity position at December 31, 2023 was sufficient to meet our expected cash requirements.

Contractual Obligations and Other Commitments

The following discussion provides an overview of our significant contractual obligations and other commitments.

Long-term Debt

At December 31, 2023 and 2022, we had long-term debt outstanding of $325 million, which included senior debentures, subordinated debentures, and trust preferred securities. The following table provides long-term debt outstanding by maturity in five year increments. During 2022, as part of the Reliant acquisition, we assumed subordinated debt and trust preferred securities with an acquisition date

61

fair value totaling $76.7 million. Additional information regarding debt instruments is provided in Note 13 to the consolidated financial statements.

Table 20 - Long-term Debt by Maturity Category

As of December 31, 2023

(in thousands)

Next 5 years$135,000
6 - 10 years163,093
11 - 15 years31,239
329,332
Less discount(4,509)
Total long-term debt$324,823

Operating Lease Obligations

We are party to operating lease agreements for many of our branch locations, ATMs, loan production offices and operation centers. For qualifying leases with a term exceeding one year, we record a lease liability and ROU asset on our balance sheet. As of December 31, 2023, the lease liability and ROU asset totaled $44.1 million and $42.8 million, respectively, compared to $41.7 million and $40.0 million, respectively, at December 31, 2022. During 2023, we obtained $18.0 million in ROU assets in exchange for operating lease liabilities of approximately the same amount, $10.4 million of which were acquired in the First Miami and Progress transactions. Leases assumed were for retail branch locations and office spaces.

As of December 31, 2023, the remaining terms of our leases ranged from a few months to 10 years. Certain of our leases contain options to renew the lease at the end of the current term. Unless we have determined we are reasonably likely to renew the lease, these options have been excluded from the calculation of our lease liability and ROU asset. Additional information regarding operating leases is provided in Note 14 to the consolidated financial statements.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments included commitments to extend credit and letters of credit, which totaled $4.37 billion at December 31, 2023.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by borrowers.

In addition, we hold investments in certain limited partnerships for tax credit and CRA purposes. As of December 31, 2023, for certain of these investments, we had committed to fund an additional $11.3 million related to future capital calls that has not been reflected in the consolidated balance sheet. As of December 31, 2023, we also had $13.7 million in commitments for future capital calls to fintech fund limited partnerships that have not been reflected in the consolidated balance sheet.

62

We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 23 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Capital Resources and Dividends

The maintenance and management of capital levels is one of management’s significant priorities. Shareholders’ equity at December 31, 2023 was $3.26 billion, an increase of $561 million from December 31, 2022. The increase was primarily a result of net income of $188 million, the issuance of $394 million of common stock in connection with the Progress and First Miami acquisitions and other comprehensive income of $90.3 million mostly driven by unrealized holding gains on AFS debt securities. These increases were partially offset by dividends on common and preferred stock of $116 million.

Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is our total RWAs. RWAs for purposes of our capital ratios are calculated under these guidelines.

CET1 capital consists of common shareholders’ equity, excluding AOCI, intangible assets (goodwill, deposit-based intangibles and certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets. Tier 1 capital consists of CET1 plus non-cumulative perpetual preferred stock. Tier 2 capital includes the allowable portion of the ACL up to 1.25% of RWA as well as qualifying subordinated debt and trust preferred securities. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

We have outstanding junior subordinated debentures related to trust preferred securities totaling $34.3 million at December 31, 2023, of which $33.0 million (excluding common securities) qualified as Tier 2 capital. Further information on trust preferred securities is provided in Note 13 to the consolidated financial statements.

The following table outlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 21 - Capital Ratios

As of December 31,

United Community Banks, Inc. (consolidated)United Community Bank
Minimum CapitalWell-CapitalizedMinimum Capital Plus Capital Conservation Buffer2023202220232022
Risk-based ratios:
CET1 capital4.5%6.5%7.0%12.16%12.26%12.22%12.83%
Tier 1 capital6.08.08.512.6012.8112.2212.83
Total capital8.010.010.514.4914.7913.2313.70
Leverage ratio4.05.0N/A9.479.699.179.69

Additional information related to capital ratios, as calculated under regulatory guidelines, is provided in Note 22 to the consolidated financial statements. As of December 31, 2023 and 2022, both United and the Bank were characterized as “well-capitalized”.

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, because primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

Our management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to monitor and manage

63

our interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

FY 2022 10-K MD&A

SEC filing source: 0000857855-23-000005.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes. The discussion of the components of our results of operations focuses on financial trends and events occurring between 2021 and 2022.

For additional information related to financial trends between 2021 and 2020 please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022, which information under that caption is incorporated herein by this reference. Historical results of operations are not necessarily predictive of future results.

GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our core business operations. Operating performance measures include “noninterest expenses – operating,” “net income – operating,” “diluted net income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating” and “efficiency ratio – operating.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the audit committee of our Board each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of MD&A.

Overview

We offer a wide array of commercial and consumer banking services and investment advisory services, which as of December 31, 2022, was comprised of a 192 branch network located throughout Georgia, South Carolina, North Carolina, Tennessee and Florida. Our equipment finance and SBA/USDA lending businesses operate throughout the United States. We have grown organically as well as through strategic acquisitions. At December 31, 2022, we had consolidated total assets of $24.0 billion and 2,843 full-time equivalent employees.

Recent Developments

Mergers and Acquisitions

In the past two years, we have continued to expand through acquisitions as follows:

•On January 1, 2022, we acquired Reliant, a bank which operated a 25-branch network primarily located in Middle Tennessee. In this acquisition, we acquired $2.96 billion of assets and assumed $2.66 billion of liabilities.

•On October 1, 2021, we acquired Aquesta, a bank which operated a network of branches primarily located in the Charlotte, North Carolina metropolitan area. We acquired total assets of $756 million, including $498 million in loans, and we assumed $658 million in deposits as of the acquisition date.

•On July 6, 2021, we acquired FinTrust, an investment advisory firm headquartered in Greenville, South Carolina, with additional locations in Anderson, South Carolina, and Athens and Macon, Georgia. The firm provides wealth and investment management services to individuals and institutions within its markets, which expanded our Wealth Management division.

Subsequent to year-end, on January 3, 2023, we completed the acquisition of Progress, a bank headquartered in Huntsville, Alabama that operates 13 offices in Alabama and the Florida Panhandle. As of December 31, 2022, Progress reported total assets of $1.76 billion, total loans of $1.48 billion and total deposits of $1.34 billion.

Also subsequent to year-end, on February 13, 2023, we announced an agreement to acquire First Miami, a bank headquartered in South Miami, Florida. First Miami operates 3 offices in the Miami metropolitan area and, as of December 31, 2022, had total assets of $1.0 billion, total loans of $594 million, and total deposits of $867 million. In addition to traditional banking products, First Miami

40

offers private banking, trust and wealth management services with approximately $312 million in assets under administration. The merger, which is subject to regulatory approval, the approval of First Miami shareholders, and other customary conditions, is expected to close in the third quarter of 2023.

The acquired entities’ results are included in our consolidated results beginning on the respective acquisition dates. We continue to evaluate potential transactions as opportunities arise.

LIBOR and Other Benchmark Rates

As previously disclosed, to facilitate an orderly transition from Affected Benchmarks to ARRs, we maintain an enterprise-wide program to identify, assess and monitor risks associated with the expected discontinuation or non-representativeness of Affected Benchmarks. This program includes active involvement of senior management and regular reports through our risk management structure. Our activities are focused on operational implementation of the transition to ARRs, modification of financial contracts, internal and external communications, technology and operational system modifications and program strategy and governance. A significant majority of our derivative contracts and non-derivative contracts contain fallback provisions, fall within the scope of the Final Rule, or otherwise have an expected path that should allow for transition upon cessation of the Affected Benchmarks. Proactive efforts to transition Affected Benchmark-related arrangements in advance of cessation continue where applicable.

For more information on the expected replacement of LIBOR and other benchmark rates, see Part I, Item 1A. Risk Factors – Interest Rate and Yield Curve Risks of this Report.

Results of Operations

We reported net income of $277 million and net income - operating (non-GAAP) of $293 million in 2022. Net income - operating excludes merger related and other charges, which consists mostly of acquisition and branch closure costs. The following provides highlights of our financial results for 2022:

•We recorded a provision for credit losses of $63.9 million compared to a release of provision expense of $37.6 million for 2021. Provision expense for 2022 included $18.3 million related to the establishment of the ACL for the acquired Reliant non-PCD loans and unfunded commitments. The negative provision in 2021 was mostly driven by a more favorable economic forecast as the effects of the COVID-19 pandemic subsided.

•Net interest revenue increased $203 million, which reflects, in addition to organic loan growth, the impact of rising interest rates and the acquisitions of Reliant and Aquesta. During 2022, our net interest margin increased 31 basis points to 3.38% as the Federal Reserve increased the target federal funds rate by 425 basis points over the course of 2022, which allowed our loan yields to increase while we were able to slowly raise deposit rates and remain competitive. The widening net interest margin and the resulting increase in net interest revenue more than offset the $101 million increase in the provision for credit losses noted above.

•Noninterest income for 2022 was down $20.1 million, or 13%, compared to 2021, which substantially resulted from lower mortgage fees which were down $25.9 million from 2021 reflecting the natural slowing of the mortgage origination business as a result of higher mortgage rates. The slowing of the mortgage origination business is reflected in the dollar amount of loans closed, which was $1.53 billion in 2022 compared with $2.43 billion in 2021. Our mortgage servicing business generally performs inversely to our origination business and provides a natural, albeit imperfect, hedge due to slowing prepayment of mortgages as rates rise. This resulted in less reduction in our mortgage servicing rights asset and a positive market value adjustment, which combined added $9.92 million to mortgage fees, offsetting some of the decline in the origination business. Securities losses of $3.87 million realized in 2022 also contributed to the decrease in noninterest income. Most other noninterest income sources were up from 2021 reflecting the acquisitions of FinTrust, Aquesta and Reliant as well as general business growth. See Tables 4 through 6 of MD&A for further detail on noninterest income.

•Noninterest expenses increased $73.5 million, or 19%, compared to 2021, largely driven by the addition of FinTrust, Aquesta and Reliant operating expenses. Most notably, salaries and employee benefits increased $34.8 million, primarily due to growth in our employee base from acquisitions, partially offset by higher deferred loan origination costs from high loan production. Merger-related and other charges were up $5.41 million compared to 2021, which mostly reflects Reliant merger costs, including systems conversion. See Table 7 of MD&A for further detail on noninterest expense.

Critical Accounting Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in

41

the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments.

Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our ACL and fair value measurements to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments, with particular applicability on our balance sheet to loans and unfunded loan commitments. Estimating the amount of the ACL requires significant judgment and the use of estimates related to historical experience, current conditions, reasonable and supportable forecasts, and the value of collateral on collateral-dependent loans. The loan portfolio also represents the largest asset type on our consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

There are many factors affecting the ACL; some are quantitative while others require qualitative judgment. Although management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Asset Quality and Risk Elements” and “Nonperforming Assets.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the ACL.

Fair Value Measurements

At December 31, 2022, the percentage of our total assets measured at fair value on a recurring basis was 16%. See Note 15 “Fair Value Measurements” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

Fair value is defined by GAAP “as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.” GAAP further defines an “orderly transaction” as “a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets. It is not a forced transaction (for example, a forced liquidation or distress sale).”

The fair values for AFS and HTM securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market

42

observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.

We have elected the fair value option for the majority of our portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and as such is categorized as level 2.

We use derivatives primarily to manage our interest rate risk or to help our customers manage their interest rate risk. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. However, we do evaluate the level of these observable inputs and there are some instances where we have determined that the inputs are not directly observable.

We recognize a servicing rights asset upon the sale of residential mortgage loans and SBA/USDA loans sold with servicing retained. Servicing right assets are carried at fair value. Given the nature of these SBA/USDA and residential mortgage servicing assets, the key valuation inputs are unobservable and we disclose them as a level 3 item.

As of December 31, 2022, we had level 3 assets, those valued using unobservable inputs, of $55.5 million. The total level 3 assets consisted of $36.6 million in residential mortgage servicing rights, $11.5 million in derivative assets, $5.19 million in servicing rights for SBA/USDA loans and $2.21 million of AFS debt securities. We also had level 3 derivative liabilities totaling $12.8 million.

From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value.

For business combinations, we measure and record assets acquired and liabilities assumed at fair value at the date of acquisition, including identifiable intangible assets. Note 1 to the consolidated financial statements includes additional information on accounting policies and estimates related to acquisition activities.

43

UNITED COMMUNITY BANKS, INC.

Table 1 Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202220212020
INCOME SUMMARY
Interest revenue$813,155$578,794$557,996
Interest expense60,79829,76056,237
Net interest revenue752,357549,034501,759
Provision for credit losses63,913(37,550)80,434
Noninterest income137,707157,818156,109
Total revenue826,151744,402577,434
Noninterest expenses470,149396,639367,989
Income before income tax expense356,002347,763209,445
Income tax expense78,53077,96245,356
Net income277,472269,801164,089
Merger-related and other charges19,37513,9707,018
Income tax benefit of merger-related and other charges(4,246)(3,174)(1,340)
Net income - operating (1)*$292,601$280,597$169,767
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP$2.52$2.97$1.91
Diluted net income - operating (1)*2.663.091.98
Common stock cash dividends declared0.860.780.72
Book value24.3823.6321.90
Tangible book value (3)*17.1318.4217.56
Key Performance Ratios:
Return on common equity - GAAP (2)9.54%13.14%9.25%
Return on common equity - operating (1)(2)*10.0713.689.58
Return on tangible common equity - operating (1)(2)(3)*14.0417.3312.24
Return on assets - GAAP1.131.371.04
Return on assets - operating (1)*1.191.421.07
Net interest margin (FTE)3.383.073.55
Efficiency ratio - GAAP52.3155.8055.71
Efficiency ratio - operating (1)*50.1653.8354.64
Equity to total assets11.2510.6111.29
Tangible common equity to tangible assets (3)*7.888.098.81
ASSET QUALITY
Total NPAs$44,281$32,855$62,246
ACL - loans159,357102,532137,010
Net charge-offs9,6543818,316
ACL - loans to loans1.04%0.87%1.20%
Net charge-offs to average loans0.070.17
NPAs to total assets0.180.160.35
AT PERIOD END ($ in millions)
Loans$15,335$11,760$11,371
Investment securities6,2285,6533,645
Total assets24,00920,94717,794
Deposits19,87718,24115,232
Shareholders’ equity2,7012,2222,008
Common shares outstanding (thousands)106,22389,35086,675

(1) Excludes merger-related and other charges. (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization.

* Represents a non-GAAP measure. See reconciliation of non-GAAP measures to related GAAP financial measures on the following page. For more information, see “GAAP Reconciliation and Explanation” in the MD&A section of this Report.

44

UNITED COMMUNITY BANKS, INC.

Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation

Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202220212020
Noninterest expense reconciliation
Noninterest expenses (GAAP)$470,149$396,639$367,989
Merger-related and other charges(19,375)(13,970)(7,018)
Noninterest expenses - operating$450,774$382,669$360,971
Net income reconciliation
Net income (GAAP)$277,472$269,801$164,089
Merger-related and other charges19,37513,9707,018
Income tax benefit of merger-related and other charges(4,246)(3,174)(1,340)
Net income - operating$292,601$280,597$169,767
Diluted income per common share reconciliation
Diluted income per common share (GAAP)$2.52$2.97$1.91
Merger-related and other charges0.140.120.07
Diluted income per common share - operating$2.66$3.09$1.98
Book value per common share reconciliation
Book value per common share (GAAP)$24.38$23.63$21.90
Effect of goodwill and other intangibles(7.25)(5.21)(4.34)
Tangible book value per common share$17.13$18.42$17.56
Return on tangible common equity reconciliation
Return on common equity (GAAP)9.54%13.14%9.25%
Merger-related and other charges0.530.540.33
Return on common equity - operating10.0713.689.58
Effect of goodwill and other intangibles3.973.652.66
Return on tangible common equity - operating14.04%17.33%12.24%
Return on assets reconciliation
Return on assets (GAAP)1.13%1.37%1.04%
Merger-related and other charges0.060.050.03
Return on assets - operating1.19%1.42%1.07%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)52.31%55.80%55.71%
Merger-related and other charges(2.15)(1.97)(1.07)
Efficiency ratio - operating50.16%53.83%54.64%
Tangible common equity to tangible assets reconciliation
Equity to assets (GAAP)11.25%10.61%11.29%
Effect of goodwill and other intangibles(2.97)(2.06)(1.94)
Effect of preferred equity(0.40)(0.46)(0.54)
Tangible common equity to tangible assets7.88%8.09%8.81%

45

Net Interest Revenue

Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of revenue. Management seeks to optimize this revenue while balancing interest rate, credit, and liquidity risks. The banking industry uses two key ratios to measure relative profitability of net interest revenue, which are the net interest spread and the net interest margin. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest spread eliminates the effect of noninterest-earning assets as well as noninterest-bearing deposits and other noninterest-bearing funding sources and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percentage of total average interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and shareholders’ equity.

Net interest revenue for 2022 was $752 million, compared to $549 million for 2021. The net interest spread was 3.18% and 2.96% for 2022 and 2021, respectively, while the net interest margin was 3.38% and 3.07%, respectively. The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provide further insight into net interest spread and net interest margin for the periods indicated. The following discussion provides additional detail on the average balances and net interest revenue for the years ended December 31, 2022 and 2021.

For 2022, we reported a $235 million, or 40%, increase in FTE interest revenue compared to 2021. The main driver of the increase was the impact of rising interest rates on our asset sensitive balance sheet resulting from the Federal Reserve’s 425 basis point increase in the target federal funds rate. We were able to control the increase in interest rates on deposits while benefiting from increases in interest rates in our interest-earning assets, leading our net interest margin to expand by 31 basis points. Growth in average loans for the year ended December 31, 2022 of $3.09 billion, or 27%, compared to 2021 also contributed to the increase in interest revenue. The acquisitions of Reliant and Aquesta contributed $2.25 billion and $320 million, respectively, to the increase in average loans. PPP loan forgiveness, which resulted in a $368 million decrease in average loans for 2022 compared to 2021, partially offset net loan growth. Loan interest revenue included PPP-related interest income and accelerated recognition of deferred fees upon loan forgiveness and purchased loan accretion, which decreased $40.3 million and $10.3 million, respectively, in 2022 compared to 2021. These decreases in loan interest revenue were more than offset by the effect of rising interest rates and increased volume.

Controlling the increase in interest expense while maintaining liquidity was a key aspect of our 2022 margin expansion. In 2020 and 2021, we experienced significant deposit growth, which allowed us to grow our investment portfolio with the surplus liquidity. Much of this deposit growth appeared to be related to the pandemic, which we believed would eventually leave the bank as conditions returned to normal. As interest rates began to rise, our interest earning assets began to reprice faster than our cost of funds leading to the widening of our net interest margin. However, later in the year, we saw deposit balances begin to leave the bank as customers could achieve better returns in other investments. To address deposit balance attrition, we raised deposit pricing, which contributed to an increase in deposit interest expense of $27.3 million in 2022 compared to 2021, and we relied more heavily on wholesale funding sources to meet our short-term funding needs. These factors caused our cost of funds to increase and slowed the margin expansion. The average balance of interest-bearing deposits increased $2.35 billion for the year ended December 31, 2022 compared to 2021, mostly as a result of the acquisitions of Reliant and Aquesta.

As noted above, we began using wholesale funding sources to meet our short-term liquidity needs. The daily average balance of FHLB advances and short-term borrowings for 2022 were $34.0 million and $13.0 million, respectively. Our use of wholesale funding increased toward the end of 2022, with the year-end balances of FHLB advances and short-term borrowings rising to $550 million and $159 million, respectively. This shift in funding mix toward more expensive wholesale sources contributed to the 19 basis point increase in the average rate on interest-bearing liabilities from 2021 to 2022.

46

Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(in thousands, FTE)

202220212020
Average BalanceInterestAvg. RateAverage BalanceInterestAvg. RateAverage BalanceInterestAvg. Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)$14,571,746$673,4914.62%$11,485,876$504,0154.39%$10,466,653$492,2234.70%
Taxable securities (3)6,284,603121,5011.934,446,71261,9941.392,532,75055,0312.17
Tax-exempt securities (FTE) (1)(3)496,32713,8652.79382,91512,0593.15219,6689,4584.31
Federal funds sold and other interest-earning assets1,065,0579,1040.851,680,1514,7840.281,007,0594,7530.47
Total interest-earning assets (FTE)22,417,733817,9613.6517,995,654582,8523.2414,226,130561,4653.95
Noninterest-earning assets:
Allowance for credit losses(135,144)(121,586)(106,812)
Cash and due from banks204,852139,728136,702
Premises and equipment288,044230,276217,751
Other assets (3)1,275,2631,013,956993,584
Total assets$24,050,748$19,258,028$15,467,355
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand$4,486,26317,3120.39$3,610,6015,4680.15$2,759,3837,7350.28
Money market4,900,66718,2740.373,972,3585,3800.143,023,92813,1650.44
Savings deposits1,482,5996930.051,095,0712170.02821,3441690.02
Time deposits1,693,3075,1520.301,529,0723,6630.241,832,31920,1461.10
Brokered deposits61,6366681.0867,2301170.1797,7885570.57
Total interest-bearing deposits12,624,47242,0990.3310,274,33214,8450.148,534,76241,7720.49
Federal funds purchased and other borrowings13,0045073.90441,22030.25
FHLB advances34,0271,4244.181,19530.25749283.74
Long-term debt323,10216,7685.19276,49214,9125.39274,06914,4345.27
Total borrowed funds370,13318,6995.05277,73114,9155.37276,03814,4655.24
Total interest-bearing liabilities12,994,60560,7980.4710,552,06329,7600.288,810,80056,2370.64
Noninterest-bearing liabilities:
Noninterest-bearing deposits7,967,3216,276,0944,600,152
Other liabilities377,221322,566235,120
Total liabilities21,339,14717,150,72313,646,072
Shareholders’ equity2,711,6012,107,3051,821,283
Total liabilities and shareholders’ equity$24,050,748$19,258,028$15,467,355
Net interest revenue (FTE)$757,163$553,092$505,228
Net interest-rate spread (FTE)3.18%2.96%3.31%
Net interest margin (FTE) (4)3.38%3.07%3.55%

(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used for each year was 26% reflecting the statutory federal rate and the federal tax adjusted state tax rate.

(2)Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.

(3)Unrealized gains and losses, including those related to the transfer from AFS to HTM, have been reclassified to other assets. Pretax unrealized losses of $277 million in 2022 and pretax unrealized gains of $28.7 million and $67.3 million in 2021 and 2020, respectively, are included in other assets for purposes of this presentation.

(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

47

The following table shows the relative effect on net interest revenue resulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid on such assets and liabilities.

Table 3 - Change in Interest Revenue and Interest Expense

(in thousands, FTE)

2022 Compared to 20212021 Compared to 2020
Increase (decrease) due to changes inTotalIncrease (decrease) due to changes inTotal
VolumeRateChangeVolumeRateChange
Interest-earning assets:
Loans$141,433$28,043$169,476$46,031$(34,239)$11,792
Taxable securities30,74228,76559,50731,477(24,514)6,963
Tax-exempt securities3,280(1,474)1,8065,642(3,041)2,601
Federal funds sold and other interest-earning assets(2,293)6,6134,3202,386(2,355)31
Total interest-earning assets173,16261,947235,10985,536(64,149)21,387
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand1,60410,24011,8441,946(4,213)(2,267)
Money market1,51711,37712,8943,239(11,024)(7,785)
Savings deposits9837847654(6)48
Time deposits4231,0661,489(2,879)(13,604)(16,483)
Brokered deposits(11)562551(137)(303)(440)
Total interest-bearing deposits3,63123,62327,2542,223(29,150)(26,927)
Federal funds purchased and other short-term borrowings507507(1)(2)(3)
FHLB advances9055161,42111(36)(25)
Long-term debt2,437(581)1,856128350478
Total borrowed funds3,849(65)3,784138312450
Total interest-bearing liabilities7,48023,55831,0382,361(28,838)(26,477)
Increase in net interest revenue$165,682$38,389$204,071$83,175$(35,311)$47,864

Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Provision for Credit Losses

The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses under CECL is determined using a model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. We recorded a provision for credit losses of $63.9 million in 2022, compared to a release of provision expense of $37.6 million in 2021. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses.

The provision expense recorded during 2022 was primarily a result of a more negative economic forecast as of December 31, 2022 compared to that of the prior year, combined with higher net charge-offs recognized during the period. The 2022 provision expense included the initial provision for credit losses on Reliant’s non-PCD loans and unfunded commitments of $15.2 million and $3.12 million, respectively.

The negative provision expense for 2021 was primarily a result of an improved economic forecast combined with low net charge-offs recognized during the period. The negative provision was partially offset by provision expense for the initial ACL recognized on Aquesta’s non-PCD loans and unfunded commitments of $2.98 million and $287,000, respectively, during the fourth quarter of 2021.

Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” and “Critical Accounting Estimates” sections of this Report, as well as Note 1 to the consolidated financial statements.

48

Noninterest Income

The following table presents the components of noninterest income for the periods indicated.

Table 4 - Noninterest Income
For the Years Ended December 31,
(in thousands)Change
2022202120202022-2021
Service charge and fees:
Overdraft fees$10,822$10,137$10,8007%
ATM and debit card interchange fees16,13213,73713,29917
Other service charges and fees11,2099,9948,30212
Total service charges and fees38,16333,86832,40113
Mortgage loan gains and related fees32,52458,44676,087(44)
Wealth management fees23,59418,9989,24024
Gains from sales of other loans, net10,73011,2675,420(5)
Other lending and loan servicing fees10,0059,4278,0286
Securities (losses) gains, net(3,872)83748
Other noninterest income:
Customer derivatives2,1803,1986,392(32)
Other investment gains2,0234,886735(59)
BOLI6,6033,5525,08086
Treasury management income3,7582,9102,13829
Other11,99911,1839,8407
Total other noninterest income26,56325,72924,1853
Total noninterest income$137,707$157,818$156,109(13)

During 2022, total service charges and fees increased compared to 2021 primarily due to the addition of Reliant and Aquesta customers for the full year of 2022 in addition to increases in organic transaction volume. Growth in overdraft fees was partially moderated by the impact of updates to our consumer overdraft policy implemented in the fourth quarter of 2021. The policy updates included the addition of a fee forgiveness feature, an increase to the overdraft threshold and a lower daily fee item limit.

Mortgage loan gains and related fees consist primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market, mortgage derivative hedging gains and losses and fair value adjustments to our mortgage loans held for sale and our mortgage servicing asset. The change in mortgage income is strongly tied to the interest rate environment and industry conditions. We recognize the majority of income on mortgages when customers enter into mortgage rate lock commitments, making our mortgage rate lock volume a significant driver of mortgage gains in any given period.

The decrease in mortgage loan gains and related fees was primarily a result of tapering mortgage refinance and mortgage rate lock demand compared to 2021, as reflected in the following table. In addition, we held more of our mortgage production in portfolio in comparison to 2021, which contributed to the decrease in volume of loans sold. During 2022, we recorded $6.35 million in positive fair value adjustments, including decay, to the mortgage servicing rights asset, which partially offset the decrease in mortgage loan gains. In comparison, we recorded a negative fair value adjustment, including decay, to the mortgage servicing rights asset of $3.57 million during 2021.

49

Table 5 - Selected Mortgage Metrics
For the Years Ended December 31,
(dollars in thousands)
20222021Change
Mortgage rate locks$2,174,664$3,120,137(30)%
# of mortgage rate locks5,5628,956(38)
Mortgage loans sold$528,231$1,347,105(61)
# of mortgage loans sold2,0865,535(62)
Mortgage loans originated
Purchases$1,193,713$1,386,046(14)
Refinances336,6491,039,192(68)
Total$1,530,362$2,425,238(37)
# of mortgage loans originated3,9217,169(45)

Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. From time to time, we also sell certain equipment financing receivables based on market conditions. During 2022, we sold a higher volume of SBA and equipment financing receivables, although the gain on sale spread was lower than the prior year. The following table presents loans sold and corresponding gains recognized on SBA/USDA loans and other loans sold for the periods indicated.

Table 6 - Other Loan Sales
For the Years Ended December 31,
(in thousands)20222021
Loans SoldGainLoans SoldGain
Guaranteed portion of SBA/USDA loans$104,813$8,090$90,903$8,843
Equipment financing receivables89,8502,64059,0972,424
Total$194,663$10,730$150,000$11,267

The increase in wealth management fees for 2022 compared to 2021 was largely due to the inclusion of FinTrust for the full year of 2022 compared with only six months of 2021. As of December 31, 2022, we had assets under management and assets under advisement totaling $4.30 billion, compared to $4.69 billion as of December 31, 2021.

The change in other noninterest income for 2022 compared to 2021 was primarily driven by the following factors:

•Other investment performance in 2022 yielded net lower positive fair value adjustments when compared to 2021. Unrealized losses in our deferred compensation plan assets in 2022 compared to unrealized gains in 2021 were the main driver of the decrease, partially offset by increased unrealized gains on equity securities and limited partnership investments.

•Lending and loan servicing fees for 2022 increased compared to 2021, mostly due to volume-driven fee income from our equipment finance business, partially offset by negative fair value adjustments to our SBA/USDA servicing asset.

•The increase in BOLI income in 2022 compared to 2021 reflects income earned on BOLI policies acquired with Reliant as well as death benefits recognized.

•Customer derivative income for 2022 decreased compared to 2021 due to rising interest rates negatively impacting the demand for customer derivative products. This was partially offset by improvements in the CVA on customer derivatives. The CVA improved due to rising interest rates, which lowered our overall credit exposure on customer derivative positions, and credit upgrades to underlying loans associated with the positions.

50

Noninterest Expenses

The following table presents the components of noninterest expenses for the periods indicated.

Table 7 - Noninterest Expenses
For the Years Ended December 31,
(in thousands)Change
2022202120202022-2021
Salaries and employee benefits$276,205$241,443$224,06014%
Occupancy36,24728,61925,79127
Communications and equipment38,23429,82927,14928
Professional fees20,16620,58918,032(2)
Lending and loan servicing expense9,35010,85910,993(14)
Outside services - electronic banking12,5839,4817,51333
Postage, printing and supplies8,7497,1106,77923
Advertising and public relations8,3845,91015,20342
FDIC assessments and other regulatory charges9,8947,3985,98234
Amortization of intangibles6,8264,0454,16869
Other24,13617,38615,30139
Total excluding merger-related and other charges450,774382,669360,97118
Merger-related and other charges19,37513,9707,01839
Total noninterest expenses$470,149$396,639$367,98919

Noninterest expenses for 2022 totaled $470 million, up 19% from 2021. The addition of Reliant, FinTrust and Aquesta’s operating expenses for the full year of 2022 contributed to the increase, particularly in salaries and benefits and occupancy costs.

Salaries and employee benefits for 2022 increased $34.8 million compared to 2021. In addition to the growth in our employee base from acquisitions, the increase was also attributable to merit increases awarded during the second quarter of 2022 and a mid-year inflation-related salary adjustment for certain employees. These increases were partially offset by higher deferred loan origination costs resulting from increased loan production and lower deferred compensation plan expense driven by an unrealized loss on the investments in the plan. Full time equivalent headcount totaled 2,843 at December 31, 2022, up from 2,553 at December 31, 2021.

Occupancy costs increased 27% in 2022 compared to 2021, primarily due to acquisitions. We operated 192 branches at December 31, 2022, compared to 171 branches at December 31, 2021. Communications and equipment expense increased primarily due to incremental software contract costs. The increase in outside services - electronic banking reflects higher volume-based ATM network and internet banking costs.

Advertising and public relations expense increased compared to 2021 as a result of charitable contributions made to the United Community Bank Foundation, new marketing campaigns, promotions and sponsorships. In 2022, we made a $650,000 contribution to the United Community Bank Foundation. FDIC assessments and other regulatory charges increased compared to 2021 as a result of the increase in our average total assets and an increase in our assessment rate. We expect FDIC assessment expense to continue to increase in 2023 as result of the FDIC’s announced assessment rate increase of 2 basis points. Amortization of intangibles increased with the additional customer deposit and customer relationship intangibles recorded as a result of the acquisitions since mid-2021.

The increase in other expense in 2022 was primarily due to an increase in travel and meals expense, as well as increases in fraud losses. Merger-related and other charges for 2022 were primarily related to the acquisition of Reliant, including its system conversion during the second quarter of 2022. Merger-related and other charges for 2021 primarily consisted of merger costs related to the acquisitions of FinTrust and Aquesta.

Balance Sheet Review

Total assets at December 31, 2022 were $24.0 billion, an increase of $3.06 billion, or 15%, from December 31, 2021. Total liabilities at December 31, 2022 were $21.3 billion, an increase of $2.58 billion, or 14% from December 31, 2021. Shareholders’ equity totaled $2.70 billion and $2.22 billion at December 31, 2022 and 2021, respectively. The following discussion of the major components of our balance sheet highlights significant activity resulting in the change in our financial condition between December 31, 2021 and December 31, 2022.

51

Loans

Our loan portfolio is our largest category of interest-earning assets. At December 31, 2022, total loans were $15.3 billion compared to $11.8 billion at December 31, 2021, an increase of 30%. The net increase in loans was primarily attributable to organic growth and loans acquired in the Reliant transaction of $2.32 billion. The following presents the composition of our loan portfolio as of the dates indicated.

Table 8 - Loan Portfolio Composition

As of December 31, 2022

The following table sets forth the maturity distribution of our loan portfolio, including the interest rate sensitivity for loans maturing after one year. Approximately 73% of all loans were secured by real estate at year-end 2022.

Table 9 - Loan Portfolio Maturity

As of December 31, 2022

(in thousands)

MaturityRate Structure for Loans Maturing Over One Year
One Year or Less2 - 5 Years6 - 15 YearsAfter 15 YearsTotalFixed RateFloating Rate
Owner occupied commercial real estate$161,113$996,796$1,405,669$171,088$2,734,666$1,896,491$677,062
Income producing commercial real estate463,2841,741,211849,880207,2513,261,6261,626,0471,172,295
Commercial & industrial550,6551,072,736547,37981,5522,252,322701,3531,000,314
Commercial construction469,042736,889308,52283,3951,597,848340,957787,849
Equipment financing53,0531,047,279273,9191,374,2511,321,198
Total commercial1,697,1475,594,9113,385,369543,28611,220,7135,886,0463,637,520
Residential mortgage63,21722,527157,0942,112,2232,355,061876,2271,415,617
HELOC18,13045,654111,683674,802850,269266831,873
Residential construction396,4205,48539,6281,020442,5537,64938,484
Manufactured housing38844,627271,726316,741316,741
Consumer27,780102,16016,9952,355149,290118,4923,018
Total loans$2,202,694$5,771,125$3,755,396$3,605,412$15,334,627$7,205,421$5,926,512

52

As of December 31, 2022, our 25 largest credit relationships consisted of loans and loan commitments ranging from $35.5 million to $60.0 million, with an aggregate total credit exposure of $1.1 billion, including $324 million in unfunded commitments and $774 million in balances outstanding, excluding participations sold.

Asset Quality and Risk Elements

We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit administration function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures.

We conduct reviews of classified performing and non-performing loans, TDRs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by Credit Risk Management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.

The ACL reflects management’s assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Estimates section for additional information on the ACL.

The ACL, which includes a portion related to unfunded commitments, totaled $181 million at December 31, 2022 compared with $114 million at December 31, 2021. At December 31, 2022, the ACL for loans was $159 million, or 1.04% of total loans, compared with $103 million, or 0.87%, of loans at December 31, 2021.

The increase in the ACL since December 31, 2021 reflects loan growth and a less favorable economic forecast as of December 31, 2022 compared to that of December 31, 2021. In addition, the acquisition of Reliant added $31.1 million to the ACL as of the acquisition date. Of this amount, $12.7 million was reclassified from the amortized cost basis of PCD loans with no impact to earnings, $15.2 million was recorded as provision for credit losses on acquired non-PCD loan balances and $3.12 million was recorded as provision for unfunded commitments on the acquired balance of unfunded commitments.

53

The following table summarizes the allocation of the ACL for each of the past three years.

Table 10 - Allocation of ACL

As of December 31,

(in thousands)

202220212020
ACL% of loans in each category to total loansACL% of loans in each category to total loansACL% of loans in each category to total loans
Owner occupied commercial real estate$19,83418$14,28220$20,67318
Income producing commercial real estate32,0822124,1562241,73722
Commercial & industrial23,5041516,5921622,01922
Commercial construction20,120109,956910,9529
Equipment financing23,395916,290916,8208
Total commercial118,9357381,27676112,20179
Residential mortgage20,8091512,3901415,34111
HELOC8,70766,56868,4176
Residential construction2,04931,84737643
Manufactured housing8,0982
Consumer759145112871
Total ACL - loans159,357100102,532100137,010100
ACL - unfunded commitments21,16310,99210,558
Total ACL$180,520$113,524$147,568
ACL- loans as a percentage of total loans1.04%0.87%1.20%

The following table summarizes net charge-offs to average loans for each of the past three years.

Table 11 - Net Charge-offs

Years Ended December 31,

(in thousands)

202220212020
Average LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average Loans
Owner occupied commercial real estate$2,662,600$(1,761)(0.07)%$2,159,153$3160.01%$1,867,935$(2,495)(0.13)%
Income producing commercial real estate3,283,107(343)(0.01)2,571,923(229)(0.01)2,283,1574,8840.21
Commercial & industrial2,271,2796,4600.282,242,764(2,499)(0.11)2,297,5229,3360.41
Commercial construction1,502,093(584)(0.04)958,791(747)(0.08)967,030(319)(0.03)
Equipment financing1,217,9933,9530.32971,3553,1050.32794,0426,7600.85
Residential mortgage2,007,843(247)(0.01)1,462,421(220)(0.02)1,197,511(57)
HELOC802,674(618)(0.08)675,873(405)(0.06)680,775(456)(0.07)
Residential construction394,413(231)(0.06)301,591(147)(0.05)243,133(63)(0.03)
Manufactured housing285,5567650.27
Consumer144,1882,2601.57142,0058640.61135,5487260.54
$14,571,746$9,6540.07$11,485,876$38$10,466,653$18,3160.17

54

Nonperforming Assets

The following table presents NPAs, which consist of nonaccrual loans and OREO and repossessed assets, for the periods indicated.

Table 12 - NPAs

As of December 31,

(in thousands)

202220212020
Nonaccrual loans held for investment$44,232$32,812$61,599
OREO and repossessed assets4943647
Total NPAs$44,281$32,855$62,246
Nonaccrual loans to total loans0.29%0.28%0.54%
NPAs to total assets0.180.160.35
ACL - loans to nonaccrual loans coverage ratio3.603.122.22

The increase in NPAs since December 31, 2021 was primarily due to the addition of the manufactured housing portfolio from Reliant, an overall increase in equipment financing nonaccrual loans and the migration of two large commercial and industrial relationships to nonaccrual status.

At December 31, 2022 and 2021, we had $41.2 million and $52.4 million, respectively, in loans with terms that have been modified in a TDR. Included therein were $14.5 million and $11.5 million, respectively, of TDRs that were nonaccrual loans. The remaining TDRs with aggregate balances of $26.7 million and $40.9 million, respectively, were performing according to their modified terms and were therefore not considered to be NPAs.

Investment Securities

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. During the first half of 2022, we continued to deploy liquidity generated through strong deposit growth by purchasing additional investment securities. However, in the second half of 2022, we slowed our securities purchases as we began to experience some deposit attrition, which absorbed much of our surplus liquidity. During 2022, United transferred AFS debt securities to HTM with a fair value on the transfer date of $1.29 billion, which included unrealized losses recorded in AOCI totaling $87.4 million. Transfer date unrealized losses are amortized and reclassified out of AOCI as a yield adjustment, which is offset by discount accretion of the transferred HTM securities. Amortization of transfer date unrealized losses and discount accretion are recognized over the remaining life of the securities. The table below presents a summary of our investment securities balances as of the dates indicated.

Table 13 - Investment Securities

As of December 31,

(in thousands)

20222021
Carrying Value% of portfolioCarrying Value% of portfolio2022 - 2021$ Change
AFS$3,614,33358%$4,496,82480%$(882,491)
HTM2,613,648421,156,098201,457,550
Total investment securities$6,227,981$5,652,922$575,059
Investment securities as a % of total assets26%27%

55

Table 14 - Investment Securities Portfolio Composition

As of December 31,

Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, make up the largest portion of our investment securities portfolio. As we have grown our portfolio, we have continued to purchase mortgage-backed securities in order to obtain a favorable yield with low risk. These securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, we may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite may occur. Prepayments tend to slow and the weighted average life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts, and can result in the holding of a below market yielding asset for a longer period of time.

As shown in the chart above, 77% of our investment securities portfolio is comprised of U.S. government or government sponsored agency securities. In addition, as of December 31, 2022, our state and political subdivision securities were all rated A or better. As a reflection of the high credit quality of the portfolio, at December 31, 2022 and 2021, no ACL for HTM or AFS debt securities was recorded. See Note 5 to the consolidated financial statements for further discussion of the investment portfolio and related fair value and maturity information. Unrealized losses on fixed income securities at December 31, 2022 primarily reflected the effect of changes in interest rates.

Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill for impairment annually, or more frequently if a triggering event indicates there may be impairment. Upon the occurrence of a triggering event, a qualitative assessment is performed to determine whether it is more likely than not that the fair value of the entity is less than its carrying amount. When it is more likely than not that impairment has occurred, management is required to perform a quantitative analysis and, if necessary, adjust the carrying amount of goodwill by recording a goodwill impairment loss. No such triggering events occurred during 2022 and our annual assessment provided no indication that a goodwill impairment was required.

We also have core deposit and customer relationship intangible assets, representing the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.

56

In connection with the acquisition of Reliant, we recorded goodwill and a core deposit intangible of $299 million and $14.5 million, respectively.

Deposits

Customer deposits are the primary source of funding for our earning assets. Our high level of service, as evidenced by our strong customer satisfaction scores, has been instrumental in attracting and retaining customer deposit accounts. The increase in deposits since December 31, 2021 was primarily driven by the deposits assumed in the Reliant transaction, which had a balance of $2.50 billion as of the acquisition date. More recently, we have experienced some deposit balance attrition, mostly in noninterest-bearing demand accounts, as rising interest rates have given customers more attractive returns for excess liquidity outside of standard deposit products. As of December 31, 2022 and 2021, we had $8.31 billion and $7.97 billion, respectively, in uninsured deposits. The following table sets forth the deposit composition for the periods indicated.

Table 15 - Deposits

As of December 31,

(in thousands)

20222021
BalanceCustomer Deposit CompositionBalanceCustomer Deposit Composition
Noninterest-bearing demand$7,643,08139%$6,956,98138%
NOW and interest-bearing demand4,350,878224,252,20924
Money market and savings5,967,017305,399,13330
Time1,781,48291,442,4988
Total customer deposits19,742,458100%18,050,821100%
Brokered deposits134,049190,358
Total deposits$19,876,507$18,241,179

The following table sets forth the scheduled maturities of time deposits greater than $250,000.

Table 16 - Maturities of Time Deposits Greater than $250,000

As of December 31, 2022

(in thousands)

Three months or less$73,349
Over three through six months43,905
Over six months through twelve months154,620
Over one year161,507
Total$433,381

Liquidity Management

Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.

An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.

The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts, which we are able to attract at any time by competing more aggressively on pricing. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, securities sold under agreements to repurchase, FHLB advances and brokered deposits. These

57

sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs. At December 31, 2022, we had sufficient qualifying collateral to support additional FHLB advances of $999 million and Federal Reserve discount window borrowing capacity of $2.46 billion. We also had unpledged investment securities of $3.70 billion at December 31, 2022 that could be used as collateral for additional borrowings.

In the second half of 2022, we began to experience balance attrition in our deposit accounts as rising interest rates gave customers other alternatives for achieving higher returns on their cash deposits outside of the banking system. Our experience with deposit attrition was not unique to us but was part of a trend throughout the banking industry and was not unexpected as the entire banking industry had experienced abnormally high deposit growth over the past two years, partly resulting from the COVID-19 pandemic. As a result of the higher-than-normal deposit growth, there has been an expectation that some of the built-up balances would leave the banking system as conditions changed. Much of the surplus liquidity that built up in the two years leading up to mid-2022 was invested in our investment securities portfolio, which had grown significantly over that time period and created a large source of stored liquidity. In response to deposit balance attrition, we have suspended investment securities purchases and allowed cash flows from maturing securities to meet a portion of our funding needs. We also began using short-term borrowings to supplement our near-term funding requirements. Although it is difficult to predict the timing and extent of the deposit balance attrition, we have significant sources of liquidity through secured borrowings and other unsecured funding sources as noted above, and we have been adjusting our deposit pricing to remain competitive within our markets in an effort to slow the balance attrition.

In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets and maintains a line of credit as a contingent funding source, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2022 and 2021, the Bank paid dividends of $133 million and $217 million, respectively, to the Holding Company. Holding Company liquidity is managed to a minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.

Significant uses and sources of cash during the year ended December 31, 2022 are summarized below. See the consolidated statement of cash flows in this Report for further detail.

•Net cash provided by operating activities of $607 million reflects net income of $277 million adjusted for non-cash transactions, gains on sales of securities and other loans and changes in other assets and liabilities. Significant non-cash transactions for the period included provision for credit losses of $63.9 million, depreciation, amortization and accretion of $46.7 million and deferred income tax expense of $10.9 million.

•Net cash used in investing activities of $2.02 billion consisted primarily of $1.99 billion of purchases of AFS and HTM debt securities and a $1.23 billion net increase in loans, offset by $1.23 billion proceeds from securities sales, maturities and calls.

•Net cash used in financing activities of $259 million consisted primarily of a net decrease in deposits of $867 million and $93.8 million in common and preferred stock dividends, partially offset by net proceeds from FHLB advances and other short-term borrowings of $709 million.

In the opinion of management, our liquidity position at December 31, 2022 was sufficient to meet our expected cash requirements.

58

The following table presents the amortized cost of securities by contractual maturity of investment securities and weighted average yields on a FTE basis. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs. Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

Table 17 - Contractual Maturity of AFS and HTM Debt Securities

As of December 31, 2022

(in thousands)

Maturity By Years
1 or Less1 to 56 to 10Over 10Total
BalanceWA YieldBalanceWA YieldBalanceWA YieldBalanceWA YieldBalanceWA Yield
AFS
U.S. Treasuries$49,9832.26%$99,0490.86%$14,9401.32%$%$163,9721.33%
U.S. Government agencies & GSEs1741.4538,4951.5276,2872.20151,3913.60266,3472.90
State and political subdivisions45,2713.35163,6172.89120,8351.90329,7232.59
Residential MBS, Agency & GSE4.136,6052.8129,7952.631,573,0422.941,609,4422.93
Residential MBS, Non-agency374,5354.50374,5354.50
Commercial MBS, Agency & GSE29,9882.14112,7412.60250,6091.62326,9442.81720,2822.33
Commercial MBS, Non-agency14,9637.231,5006.7715,1614.3231,6245.81
Corporate bonds2,5830.60151,3521.6681,4502.557968.70236,1811.98
Asset-backed securities82,0830.60157,1375.83239,2204.04
Total AFS securities$97,6912.94$537,0961.71$616,6982.19$2,719,8413.31$3,971,3262.91
HTM
U.S. Treasuries$%$%$19,8341.40%$%$19,8341.40%
U.S. Government agencies & GSEs73,2461.6226,4332.7999,6791.93
State and political subdivisions1,2004.5418,6983.4426,0241.83250,0232.55295,9452.55
Residential MBS, Agency & GSE103.952,2373.0616,3382.441,469,4431.921,488,0281.92
Commercial MBS, Agency & GSE45,4332.25168,0581.44481,6712.24695,1622.05
Supranational entities15,0001.8015,0001.80
Total HTM securities$1,2104.54$66,3682.61$318,5001.58$2,227,5702.07$2,613,6482.02

At December 31, 2022, the effective duration of the investment portfolio was 4.7 years, compared to 4.0 years at December 31, 2021.

Contractual Obligations and Other Commitments

The following discussion provides an overview of United’s significant contractual obligations and other commitments.

Long-term Debt

At December 31, 2022 and 2021, we had long-term debt outstanding of $325 million and $247 million, respectively, which included senior debentures, subordinated debentures, and trust preferred securities. The following tables provides long-term debt outstanding by maturity in five year increments. During 2022, as part of the Reliant acquisition, we assumed subordinated debt and trust preferred securities with an acquisition date fair value totaling $76.7 million Additional information regarding these debt instruments is provided in Note 13 to the consolidated financial statements.

59

Table 18 - Long-term Debt by Maturity Category

As of December 31, 2022

(in thousands)

Next 5 years$35,000
6 - 10 years263,093
11 - 15 years31,239
329,332
Less discount(4,669)
Total long-term debt$324,663

Operating Lease Obligations

We are party to operating lease agreements for many of our branch locations, ATMs, loan production offices and operation centers. For qualifying leases with a term exceeding one year we record a lease liability and ROU asset on our balance sheet. As of December 31, 2022, the lease liability and ROU asset totaled $41.7 million and $40.0 million, respectively, compared to $31.1 million and $29.4 million, respectively, at December 31, 2021. During 2022, we obtained $23.9 million in ROU assets in exchange for operating lease liabilities of approximately the same amount, $14.3 million of which were acquired in the Reliant transaction. Leases assumed were for retail branch locations and office spaces.

As of December 31, 2022, the remaining terms of our leases ranged from a few months to 11 years. Certain of our leases contain options to renew the lease at the end of the current term. Unless we have determined we are reasonably likely to renew the lease, these options have been excluded from the calculation of our lease liability and ROU asset. Additional information regarding operating leases is provided in Note 14 to the consolidated financial statements.

Capital Expenditures

During 2022, we purchased $42.7 million of fixed assets, which excludes fixed assets acquired in the Reliant acquisition. As of December 31, 2022 and 2021, we had $34.7 million and $10.1 million in construction in progress. Most notably, construction in progress includes costs related to the construction of the Bank’s new Greenville, South Carolina headquarters building, which is expected to be completed in 2024. As of December 31, 2022, we estimate the total cost of the headquarters project will be approximately $73 million, $40 million of which has yet to be incurred.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments included commitments to extend credit and letters of credit, which totaled $4.73 billion at December 31, 2022.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by borrowers.

60

In addition, we hold investments in certain limited partnerships for tax credit and CRA purposes. As of December 31, 2022, for certain of these investments, we had committed to fund an additional $6.29 million related to future capital calls that has not been reflected in the consolidated balance sheet. As of December 31, 2022, we also had $17.4 million in commitments for future capital calls to fintech fund limited partnerships that have not been reflected in the consolidated balance sheet.

We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 23 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Capital Resources and Dividends

The maintenance and management of capital levels is one of management’s significant priorities. Shareholders’ equity at December 31, 2022 was $2.70 billion, an increase of $478 million from December 31, 2021. The increase was primarily a result of net income of $277 million and the issuance of $596 million of common stock in connection with the Reliant acquisition. These increases were partially offset by dividends on common and preferred stock of $99.3 million and other comprehensive loss of $303 million mostly driven by unrealized holding losses on AFS debt securities resulting from rising interest rates.

Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is our total RWAs. RWAs for purposes of our capital ratios are calculated under these guidelines.

CET1 capital consists of common shareholders’ equity, excluding AOCI, intangible assets (goodwill, deposit-based intangibles and certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets. Tier 1 capital consists of CET1 plus non-cumulative perpetual preferred stock. Tier 2 capital includes the allowable portion of the ACL up to 1.25% of RWA as well as qualifying subordinated debt and trust preferred securities. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

We have outstanding junior subordinated debentures related to trust preferred securities totaling $34.3 million at December 31, 2022, of which $33.0 million (excluding common securities) qualified as Tier 2 capital. Further information on trust preferred securities is provided in Note 13 to the consolidated financial statements.

The following table outlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 19 - Capital Ratios

As of December 31,

United Community Banks, Inc. (consolidated)United Community Bank
Minimum CapitalWell-CapitalizedMinimum Capital Plus Capital Conservation Buffer2022202120222021
Risk-based ratios:
CET1 capital4.5%6.5%7.0%12.26%12.46%12.83%12.87%
Tier 1 capital6.08.08.512.8113.1712.8312.87
Total capital8.010.010.514.7914.6513.7013.46
Leverage ratio4.05.0N/A9.698.759.698.53

Additional information related to capital ratios, as calculated under regulatory guidelines, is provided in Note 22 to the consolidated financial statements. As of December 31, 2022 and 2021, both United and the Bank were characterized as “well-capitalized”.

61

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, because primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

Our management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to monitor and manage our interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

62

FY 2021 10-K MD&A

SEC filing source: 0000857855-22-000006.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes. The discussion of the components of our results of operations focuses on financial trends and events occurring between 2020 and 2021.

For additional information related to financial trends between 2020 and 2019 please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021, which information under that caption is incorporated herein by this reference. Historical results of operations are not necessarily predictive of future results.

GAAP Reconciliation and Explanation

This Report contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share” and “tangible common equity to tangible assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of our core business operations. Operating performance measures include “noninterest expenses – operating,” “net income – operating,” “diluted net income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating” and “efficiency ratio – operating.” Management has developed internal processes and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the audit committee of our Board each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP measures may also provide users of our financial information with a meaningful measure for assessing our financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in Table 1 of MD&A.

Overview

We offer a wide array of commercial and consumer banking services and investment advisory services, which as of December 31, 2021 was comprised of a 171 branch network located throughout Georgia, South Carolina, North Carolina, Tennessee and Florida. We have grown organically as well as through strategic acquisitions. At December 31, 2021, we had consolidated total assets of $20.9 billion and 2,553 full-time equivalent employees.

Effective July 1, 2021, the Bank moved its headquarters from Blairsville, Georgia to Greenville, South Carolina and became a South Carolina state-chartered bank subject to examination and reporting requirements of the SCBFI. Prior to that, the Bank was a Georgia state-chartered bank subject to examination and reporting requirements of the GADBF. Also effective July 1, 2021, the Holding Company, which remains headquartered in Blairsville, Georgia, elected to become a financial holding company, which allows us to engage in a broader range of financial activities. Neither of these changes had a material impact on our operations.

Recent Developments

Mergers and Acquisitions

In the past two years, we have continued to expand through acquisitions as follows:

•On October 1, 2021, we acquired Aquesta, a bank headquartered in Cornelius, North Carolina. Aquesta’s high-touch customer service is delivered to retail and business customers through a network of branches primarily located in the Charlotte metropolitan area. We acquired total assets of $756 million, including $498 million in loans, and we assumed $658 million in deposits as of the acquisition date.

•On July 6, 2021, we acquired FinTrust, an investment advisory firm headquartered in Greenville, South Carolina, with additional locations in Anderson, South Carolina, and Athens and Macon, Georgia. The firm provides wealth and investment management services to individuals and institutions within its markets, which expands our Wealth Management division. As of December 31, 2021, FinTrust had assets under management of $2.19 billion.

•On July 1, 2020, we acquired Three Shores including its wholly-owned banking subsidiary, Seaside, headquartered in Orlando, Florida. Seaside was a premier commercial lender with a strong wealth management platform, Seaside Wealth

41

Management, and operated a 14-branch network located in key Florida metropolitan markets. We acquired total assets of $2.13 billion, including $1.43 billion in loans, and assumed $1.80 billion of deposits as of the acquisition date.

Subsequent to year-end, on January 1, 2022 we acquired Reliant, a bank headquartered in Brentwood, Tennessee, a suburb of Nashville, Tennessee. Reliant operates a 25 branch network in Tennessee, located primarily in the Nashville, Clarksville and Chattanooga metropolitan areas. It also has a manufactured housing finance group based in Knoxville. As of December 31, 2021, Reliant reported total assets of $3.00 billion, including loans of $2.38 billion, and deposits of $2.50 billion.

The acquired entities’ results are included in our consolidated results beginning on the respective acquisition dates. We continue to evaluate potential transactions as opportunities arise.

COVID-19

We continue to monitor the impact of the COVID-19 pandemic on our business and to offer assistance to our customers affected by its economic effects, through our participation in the CARES Act and PPP loan program. Loans with active COVID-19 payment deferrals have decreased by 96% since December 31, 2020, with $2.55 million outstanding at December 31, 2021.

LIBOR and Other Benchmark Rates

As previously disclosed, to facilitate an orderly transition from Interbank Offered Rates (“IBORs”) and other benchmark rates to alternative reference rates (“ARRs”), we have established an enterprise-wide program to identify, assess and monitor risks associated with the expected discontinuation or unavailability of benchmarks, including LIBOR. As part of this program, we continue to identify, assess and monitor risks associated with the expected discontinuation or unavailability of LIBOR and other benchmarks, and evaluate and address documentation and contractual mechanics of outstanding IBOR-based products and contracts that mature after 2021 and new and potential future ARR-based products and contracts to achieve operational readiness. This program includes active involvement of senior management and regular reports to the Enterprise Risk Committee. The program is structured to address the industry and regulatory engagement, client and financial contract changes, internal and external communications, technology and operations modifications, introduction of new products, migration of existing clients, and program strategy and governance. As the markets for ARRs continue to grow, we continue to monitor the development and usage of ARRs, including SOFR and BSBY. For more information on the expected replacement of LIBOR and other benchmark rates, see Part I, Item 1A. Risk Factors – Interest Rate and Yield Curve Risks of this Report.

Results of Operations

We reported net income of $270 million and net income - operating (non-GAAP) of $281 million in 2021. Net income - operating excludes merger related and other charges, which consists mostly of acquisition and branch closure costs. The following highlights the primary drivers of the increase in net income for 2021:

•We recorded a negative provision for credit losses of $37.6 million compared to provision expense of $80.4 million. The negative provision was mostly driven by a more favorable economic forecast as the state of the COVID-19 pandemic improved. The provision for 2020 included the combined impact of the transition of our allowance for credit losses methodology from incurred loss to CECL and the negative impact of the strained economic forecast due to the COVID-19 pandemic on our CECL model.

•Net interest revenue increased $47.3 million, which, in addition to loan growth, reflects the impact of deposit growth and the low interest rate environment on our net interest margin. During 2021, we further reduced our deposit interest rates and deployed surplus liquidity into our investment securities portfolio. Additionally, as a result of PPP loan forgiveness, accelerated recognition of related deferred fees and interest provided $7.05 million more in interest income on PPP loans compared to 2020. However, this was partially offset by a decrease in purchased loan accretion of $4.55 million compared to 2020.

•Noninterest income for 2021 was stable compared to 2020, which is the net result of several factors including an increase in wealth management fees, higher gains on other loan sales and other investments and a decrease in mortgage loan gains and related fees. The increase in wealth management fees mostly reflects the addition of FinTrust and a full year of fees from Seaside Wealth Management. The decrease in mortgage loan gains and fees is primarily volume driven as the robust demand for mortgage originations and refinances started to wane during the second half of 2021. See Tables 4 through 6 of MD&A for further detail on noninterest income.

42

•Noninterest expenses increased $28.7 million, or 8%, compared to 2020. Most notably, salaries and employee benefits increased $17.4 million primarily due to growth in our employee base from acquisitions, higher commissions, incentives and bonuses reflecting strong performance during the year, offset by higher deferred loan origination costs from high loan production. Merger-related and other charges were up $6.95 million compared to 2020 reflective of our acquisition activity during 2021 and the Aquesta systems conversion completed during the fourth quarter of 2021. These increases were offset by a reduction of $9.29 million in advertising and public relations expense as 2020 included $10.0 million in contributions to establish our Foundation. See Table 7 of MD&A for further detail on noninterest expense.

Critical Accounting Estimates

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Application of these principles requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and the accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments.

Estimates, assumptions or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon future events. Carrying assets and liabilities at fair value results in more financial statement volatility. The fair values and the information used to record the valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

Certain policies inherently have a greater reliance on the use of estimates, assumptions or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of our ACL and fair value measurements to be the accounting areas that require the most subjective or complex judgments, estimates and assumptions, and where changes in those judgments, estimates and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our Board.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments, with particular applicability on our balance sheet to loans and unfunded loan commitments. Estimating the amount of the ACL requires significant judgment and the use of estimates related to historical experience, current conditions, reasonable and supportable forecasts, and the value of collateral on collateral-dependent loans. The loan portfolio also represents the largest asset type on our consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

There are many factors affecting the ACL; some are quantitative while others require qualitative judgment. Although management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes are worse than management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Asset Quality and Risk Elements” and “Nonperforming Assets.” Note 1 to the consolidated financial statements includes additional information on accounting policies related to the ACL.

43

Fair Value Measurements

At December 31, 2021, the percentage of our total assets measured at fair value on a recurring basis was 22%. See Note 14 “Fair Value Measurements” in the consolidated financial statements herein for additional disclosures regarding the fair value of our assets and liabilities, including a description of the fair value hierarchy.

Fair value is defined by GAAP “as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.” GAAP further defines an “orderly transaction” as “a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets. It is not a forced transaction (for example, a forced liquidation or distress sale).”

The fair values for AFS and HTM securities are generally based upon quoted market prices or observable market prices for similar instruments. Management utilizes a third-party pricing service to assist with determining the fair value of our securities portfolio. The pricing service uses observable inputs when available including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain securities, the valuation of the security is subjective and may involve substantial judgment by management.

We have elected the fair value option for our portfolio of mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan, and as such is categorized as level 2.

We use derivatives primarily to manage our interest rate risk or to help our customers manage their interest rate risk. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. However, we do evaluate the level of these observable inputs and there are some instances where we have determined that the inputs are not directly observable.

We recognize a servicing rights asset upon the sale of residential mortgage loans and SBA/USDA loans sold with servicing retained. Servicing right assets are carried at fair value. Given the nature of these SBA/USDA and residential mortgage servicing assets, the key valuation inputs are unobservable and we disclose them as a level 3 item.

As of December 31, 2021, we had level 3 assets, those valued using unobservable inputs, of $40.8 million. The total level 3 assets consisted of $25.2 million in residential mortgage servicing rights, $6.76 million in derivative assets, $6.51 million in servicing rights for SBA/USDA loans and $2.40 million of AFS debt securities. We also had level 3 derivative liabilities totaling $5.05 million.

From time to time, we may record assets at fair value on a nonrecurring basis, usually as a result of the write-downs of individual assets due to impairment. In particular, nonaccrual loans may be carried at the fair value of collateral if repayment is expected solely from the collateral. Although management believes its processes for determining the fair value of collateral-dependent loans are appropriate, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value.

For business combinations, we measure and record assets acquired and liabilities assumed at fair value at the date of acquisition, including identifiable intangible assets. Note 1 to the consolidated financial statements includes additional information on accounting policies and estimates related to acquisition activities.

44

UNITED COMMUNITY BANKS, INC.

Table 1 Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202120202019
INCOME SUMMARY
Interest revenue$578,794$557,996$552,706
Interest expense29,76056,23783,312
Net interest revenue549,034501,759469,394
(Release of) provision for credit losses(37,550)80,43413,150
Noninterest income157,818156,109104,713
Total revenue744,402577,434560,957
Noninterest expenses396,639367,989322,245
Income before income tax expense347,763209,445238,712
Income tax expense77,96245,35652,991
Net income269,801164,089185,721
Merger-related and other charges13,9707,0187,357
Income tax benefit of merger-related and other charges(3,174)(1,340)(1,695)
Net income - operating (1)*$280,597$169,767$191,383
PERFORMANCE MEASURES
Per common share:
Diluted net income - GAAP$2.97$1.91$2.31
Diluted net income - operating (1)*3.091.982.38
Common stock cash dividends declared0.780.720.68
Book value23.6321.9020.53
Tangible book value (3)*18.4217.5616.28
Key Performance Ratios:
Return on common equity - GAAP (2)13.14%9.25%11.89%
Return on common equity - operating (1)(2)*13.689.5812.25
Return on tangible common equity - operating (1)(2)(3)*17.3312.2415.81
Return on assets - GAAP1.371.041.46
Return on assets - operating (1)*1.421.071.51
Net interest margin (FTE)3.073.554.07
Efficiency ratio - GAAP55.8055.7155.77
Efficiency ratio - operating (1)*53.8354.6454.50
Equity to total assets10.6111.2912.66
Tangible common equity to tangible assets (3)*8.098.8110.32
ASSET QUALITY
Total NPAs$32,855$62,246$35,817
ACL - loans102,532137,01062,089
Net charge-offs3818,31612,216
ACL - loans to loans0.87%1.20%0.70%
Net charge-offs to average loans0.170.14
NPAs to total assets0.160.350.28
AT PERIOD END ($ in millions)
Loans$11,760$11,371$8,813
Investment securities5,6533,6452,559
Total assets20,94717,79412,916
Deposits18,24115,23210,897
Shareholders’ equity2,2222,0081,636
Common shares outstanding (thousands)89,35086,67579,014

(1) Excludes merger-related and other charges, which includes amortization of certain executive change of control benefits, 2019 executive retirement charges and termination of the Funded Plan.. (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes AOCI. (3) Excludes effect of acquisition related intangibles and associated amortization.

* Represents a non-GAAP measure. See reconciliation of non-GAAP measures to related GAAP financial measures on the following page. For more information, see “GAAP Reconciliation and Explanation” in the MD&A section of this Report.

45

UNITED COMMUNITY BANKS, INC.

Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation

Selected Financial Information

For the Years Ended December 31,

(in thousands, except per share data)

202120202019
Noninterest expense reconciliation
Noninterest expenses (GAAP)$396,639$367,989$322,245
Merger-related and other charges(13,970)(7,018)(7,357)
Noninterest expenses - operating$382,669$360,971$314,888
Net income reconciliation
Net income (GAAP)$269,801$164,089$185,721
Merger-related and other charges13,9707,0187,357
Income tax benefit of merger-related and other charges(3,174)(1,340)(1,695)
Net income - operating$280,597$169,767$191,383
Diluted income per common share reconciliation
Diluted income per common share (GAAP)$2.97$1.91$2.31
Merger-related and other charges0.120.070.07
Diluted income per common share - operating$3.09$1.98$2.38
Book value per common share reconciliation
Book value per common share (GAAP)$23.63$21.90$20.53
Effect of goodwill and other intangibles(5.21)(4.34)(4.25)
Tangible book value per common share$18.42$17.56$16.28
Return on tangible common equity reconciliation
Return on common equity (GAAP)13.14%9.25%11.89%
Merger-related and other charges0.540.330.36
Return on common equity - operating13.689.5812.25
Effect of goodwill and other intangibles3.652.663.56
Return on tangible common equity - operating17.33%12.24%15.81%
Return on assets reconciliation
Return on assets (GAAP)1.37%1.04%1.46%
Merger-related and other charges0.050.030.05
Return on assets - operating1.42%1.07%1.51%
Efficiency ratio reconciliation
Efficiency ratio (GAAP)55.80%55.71%55.77%
Merger-related and other charges(1.97)(1.07)(1.27)
Efficiency ratio - operating53.83%54.64%54.50%
Tangible common equity to tangible assets reconciliation
Equity to assets (GAAP)10.61%11.29%12.66%
Effect of goodwill and other intangibles(2.06)(1.94)(2.34)
Effect of preferred equity(0.46)(0.54)
Tangible common equity to tangible assets8.09%8.81%10.32%

46

Net Interest Revenue

Net interest revenue, which is the difference between the interest earned on assets and the interest paid on deposits and borrowed funds, is the single largest component of revenue. Management seeks to optimize this revenue while balancing interest rate, credit, and liquidity risks. The banking industry uses two key ratios to measure relative profitability of net interest revenue, which are the net interest spread and the net interest margin. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest spread eliminates the effect of noninterest-earning assets as well as noninterest-bearing deposits and other noninterest-bearing funding sources and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet and is defined as net interest revenue as a percentage of total average interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with noninterest-bearing deposits and shareholders’ equity.

Net interest revenue for 2021 was $549 million, compared to $502 million for 2020. FTE net interest revenue totaled $553 million in 2021, an increase of $47.9 million, or 9%, from 2020. The net interest spread was 2.96% and 3.31% for 2021 and 2020, respectively, while the net interest margin was 3.07% and 3.55%, respectively. The following tables indicate the relationship between interest revenue and expense and the average amounts of assets and liabilities, which provide further insight into net interest spread and net interest margin for the periods indicated. The following discussion provides additional detail on the average balances and net interest revenue for the years ended December 31, 2021 and 2020.

For 2021, we reported a $21.4 million increase in FTE interest revenue compared to 2020. Although partially offset by the effect of the low interest rate environment, growth in average loans for the year ended December 31, 2021 of $1.02 billion compared to 2020 provided much of the increase in interest revenue. In addition to organic loan growth, the full year effect of loans acquired from Three Shores and the addition of loans acquired from Aquesta in the fourth quarter of 2021 contributed $560 million to the increase in average loans. PPP loan forgiveness, which resulted in a $92 million decrease in average PPP loans for 2021 compared to 2020, partially offset net loan growth. Additional components of loan interest revenue included PPP related interest income and accelerated recognition of deferred fees upon loan forgiveness and purchased loan accretion, which increased $7.05 million and decreased $4.55 million, respectively, in 2021 compared to 2020.

The increase in net interest revenue for 2021 was also positively affected by the reduction in deposit interest expense of $26.9 million, despite growing average interest-bearing deposits by $1.74 billion for the year ended December 31, 2021 compared to 2020. $461 million of the increase in average interest-bearing deposits was attributable to the inclusion of Three Shores deposits for the full year of 2021 and the addition of deposits from Aquesta in the fourth quarter of 2021. The decrease in interest expense was a result of our ability to further decrease rates paid on deposits in the current low rate environment, a higher proportion of our deposits residing in noninterest-bearing account types (38% in 2021 compared to 35% in 2020), a more favorable interest-bearing deposit mix and reduced utilization of higher-cost brokered time deposits.

The additional liquidity provided by deposit growth and PPP loan forgiveness more than provided for our funding needs and resulted in higher average cash balances and deployment of surplus liquidity into our investment portfolio. Average investment securities increased $2.08 billion and provided an increase in interest revenue of $9.56 million compared to 2020.

During 2021, the shift in the composition of average interest-earning assets to be more heavily comprised of investment securities and cash resulted in net interest margin and spread compression compared to 2020. In addition, the continuation of the historically low interest rate environment negatively impacted our asset sensitive balance sheet and contributed to the net interest margin compression.

47

Table 2 - Average Consolidated Balance Sheets and Net Interest Margin Analysis

For the Years Ended December 31,

(in thousands, FTE)

202120202019
Average BalanceInterestAvg. RateAverage BalanceInterestAvg. RateAverage BalanceInterestAvg. Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (FTE) (1)(2)$11,485,876$504,0154.39%$10,466,653$492,2234.70%$8,708,035$475,8035.46%
Taxable securities (3)4,446,71261,9941.392,532,75055,0312.172,475,10269,9202.82
Tax-exempt securities (FTE) (1)(3)382,91512,0593.15219,6689,4584.31171,5496,1303.57
Federal funds sold and other interest-earning assets1,680,1514,7840.281,007,0594,7530.47254,3703,4991.38
Total interest-earning assets (FTE)17,995,654582,8523.2414,226,130561,4653.9511,609,056555,3524.78
Noninterest-earning assets:
Allowance for credit losses(121,586)(106,812)(62,900)
Cash and due from banks139,728136,702121,649
Premises and equipment230,276217,751220,523
Other assets (3)1,013,956993,584798,649
Total assets$19,258,028$15,467,355$12,686,977
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand$3,610,6015,4680.15$2,759,3837,7350.28$2,249,71313,6650.61
Money market3,972,3585,3800.143,023,92813,1650.442,221,47818,9830.85
Savings deposits1,095,0712170.02821,3441690.02690,0281490.02
Time deposits1,529,0723,6630.241,832,31920,1461.101,791,31928,3131.58
Brokered deposits67,2301170.1797,7885570.57240,6465,7462.39
Total interest-bearing deposits10,274,33214,8450.148,534,76241,7720.497,193,18466,8560.93
Federal funds purchased and other borrowings441,22030.2533,5048382.50
FHLB advances1,19530.25749283.74106,9732,6972.52
Long-term debt276,49214,9125.39274,06914,4345.27247,73212,9215.22
Total borrowed funds277,73114,9155.37276,03814,4655.24388,20916,4564.24
Total interest-bearing liabilities10,552,06329,7600.288,810,80056,2370.647,581,39383,3121.10
Noninterest-bearing liabilities:
Noninterest-bearing deposits6,276,0944,600,1523,385,431
Other liabilities322,566235,120164,550
Total liabilities17,150,72313,646,07211,131,374
Shareholders’ equity2,107,3051,821,2831,555,603
Total liabilities and shareholders’ equity$19,258,028$15,467,355$12,686,977
Net interest revenue (FTE)$553,092$505,228$472,040
Net interest-rate spread (FTE)2.96%3.31%3.68%
Net interest margin (FTE) (4)3.07%3.55%4.07%

(1)Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used for each year was 26% reflecting the statutory federal rate and the federal tax adjusted state tax rate.

(2)Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued.

(3)Securities available for sale are shown at amortized cost. Pretax unrealized gains of $28.7 million, $67.3 million and $12.8 million in 2021, 2020 and 2019 respectively, are included in other assets for purposes of this presentation.

(4)Net interest margin is taxable equivalent net interest revenue divided by average interest-earning assets.

48

The following table shows the relative effect on net interest revenue resulting from changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates we earned and paid on such assets and liabilities.

Table 3 - Change in Interest Revenue and Interest Expense

(in thousands, FTE)

2021 Compared to 2020Increase (decrease) due to changes in2020 Compared to 2019Increase (decrease) due to changes in
VolumeRateTotalVolumeRateTotal
Interest-earning assets:
Loans$46,031$(34,239)$11,792$88,168$(71,748)$16,420
Taxable securities31,477(24,514)6,9631,594(16,483)(14,889)
Tax-exempt securities5,642(3,041)2,6011,9231,4053,328
Federal funds sold and other interest-earning assets2,386(2,355)314,788(3,534)1,254
Total interest-earning assets85,536(64,149)21,38796,473(90,360)6,113
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand1,946(4,213)(2,267)2,602(8,532)(5,930)
Money market3,239(11,024)(7,785)5,431(11,249)(5,818)
Savings deposits54(6)4827(7)20
Time deposits(2,879)(13,604)(16,483)634(8,801)(8,167)
Brokered deposits(137)(303)(440)(2,273)(2,916)(5,189)
Total interest-bearing deposits2,223(29,150)(26,927)6,421(31,505)(25,084)
Federal funds purchased and other short-term borrowings(1)(2)(3)(431)(404)(835)
FHLB advances11(36)(25)(3,548)879(2,669)
Long-term debt1283504781,3861271,513
Total borrowed funds138312450(2,593)602(1,991)
Total interest-bearing liabilities2,361(28,838)(26,477)3,828(30,903)(27,075)
Increase in net interest revenue$83,175$(35,311)$47,864$92,645$(59,457)$33,188

Any variance attributable jointly to volume and rate changes is allocated to the volume and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Provision for Credit Losses

The ACL represents management’s estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Management’s estimate of credit losses under CECL is determined using a model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. We recorded a negative provision for credit losses of $37.6 million in 2021, compared to provision expense of $80.4 million in 2020. The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined by management reflecting expected life of loan losses.

The negative provision expense for 2021 was primarily a result of an improved economic forecast combined with low net charge-offs recognized during the period. During 2021, we had one large commercial credit recovery, strong recoveries from a number of other credits and lower charge-offs in comparison to 2020. The negative provision was partially offset by provision expense for the initial ACL recognized on Aquesta’s non-PCD loans and unfunded commitments of $2.98 million and $287,000, respectively, during the fourth quarter of 2021.

During 2020, the provision for credit losses was elevated due to our implementation of CECL combined with a stressed economic forecast amidst the COVID-19 pandemic. In addition, we recorded provision expense for the initial ACL recorded on Three Shores’ non-PCD loans and unfunded commitments of $9.78 million and $913,000, respectively. Loan growth also contributed to the higher provision for credit losses, but this impact on the provision was partially mitigated by the fact that PPP loans originated in 2020 are 100% government guaranteed, requiring no ACL.

Additional discussion on credit quality and the ACL is included in the “Asset Quality and Risk Elements” and “Critical Accounting Estimates” sections of this report, as well as Note 1 to the consolidated financial statements.

49

Noninterest Income

The following table presents the components of noninterest income for the periods indicated.

Table 4 - Noninterest Income
For the Years Ended December 31,
(in thousands)Change
2021202020192021-2020
Service charge and fees:
Overdraft fees$10,137$10,800$14,553(6)%
ATM and debit card interchange fees13,73713,29913,5173
Other service charges and fees9,9948,3028,72720
Total service charges and fees33,86832,40136,7975
Mortgage loan gains and related fees58,44676,08727,145(23)
Wealth management fees18,9989,2406,150106
Gains from sales of other loans, net11,2675,4206,867108
Securities gains (losses), net83748(1,021)
Other noninterest income:
Other lending and loan servicing fees9,4278,0284,05417
Customer derivatives3,1986,3922,875(50)
Other investment gains4,8867351,103
BOLI3,5525,0805,417(30)
Treasury management income2,9102,1381,45336
Other11,1839,84013,87314
Total other noninterest income35,15632,21328,7759
Total noninterest income$157,818$156,109$104,7131

During 2021, total service charges and fees increased compared to 2020 primarily due to the addition of Three Shores and Aquesta customers and the receipt of larger vendor rebates, which were partially offset by a decrease in overdraft fees. Overdraft fees have remained at relatively low levels since the onset of the COVID-19 pandemic. During 2021, transaction deposit account balances remained elevated due to government stimulus payments and customer preferences to allocate more funds to transaction deposit accounts rather than time deposits in the current low interest rate environment. During the fourth quarter of 2021, we updated our consumer overdraft policy to include the addition of a fee forgiveness feature, which provides one fee waiver per year per account, to increase the overdraft threshold, which is the amount an account balance must be overdrawn before a fee is charged, and to lower the daily fee item limit. We expect these changes to our overdraft policy to reduce our overdraft fee income in 2022.

Mortgage loan gains and related fees consist primarily of fees earned on mortgage originations, gains on the sale of mortgages in the secondary market and fair value adjustments to our mortgage servicing asset. We recognize the majority of gains on mortgages when customers enter into mortgage rate lock commitments, making our mortgage pipeline a significant driver of mortgage gains in any given period. The change in mortgage loan gains and related fees is closely tied to the interest rate environment. Customer demand, primarily driven by interest rates, as well as the market-driven gain on sale spread are also primary drivers of mortgage income.

Mortgage loan gains and related fees for 2021 decreased $17.6 million or 23% compared to 2020. The decrease is primarily attributable to a decrease in volume of mortgage rate locks and mortgage sales as demand for refinances and home purchases has started to normalize after several quarters of strong demand resulting from the drop in interest rates in early 2020. Additionally, our gain on sale spread for 2021 decreased to 4.18% compared to 4.55% for 2020, contributing to the decrease in mortgage loan gains. During both 2021 and 2020 we recorded negative adjustments related to fair value and decay to the mortgage servicing rights asset; however, the negative adjustments recorded in 2021 of $3.57 million were significantly less than those recorded in 2020 of $9.25 million, which offset the decrease in mortgage loan gains for 2021.

50

Table 5 - Selected Mortgage Metrics
For the Years Ended December 31,
(dollars in thousands)
20212020Change
Mortgage rate locks$3,120,137$3,304,774(6)%
# of mortgage rate locks8,95611,539(22)
Mortgage loans sold$1,347,105$1,466,314(8)
# of mortgage loans sold5,5356,344(13)
Mortgage loans originated
Purchases$1,386,046$1,128,41223
Refinances1,039,192993,6505
Total$2,425,238$2,122,06214
# of mortgage loans originated7,1697,631(6)

Our SBA/USDA lending strategy includes selling a portion of the loan production each quarter. The amount of loans sold depends on several variables including the current lending environment and balance sheet management activities. From time to time, we also sell certain equipment financing receivables based on market conditions. During 2021, we sold a higher volume of SBA and equipment financing receivables, as well as USDA renewable energy loans. We sold fewer SBA loans during 2020 as a result of less-favorable pricing for these loans during the first quarter of 2020, due to the market disruption caused by the COVID-19 pandemic. The following table presents loans sold and corresponding gains recognized on SBA/USDA loans and other loans sold for the periods indicated.

Table 6 - Other Loan Sales
For the Years Ended December 31,
(in thousands)20212020
Loans SoldGainLoans SoldGain
Guaranteed portion of SBA/USDA loans$90,903$8,843$48,385$4,132
Equipment financing receivables59,0972,42427,0181,288
Total$150,000$11,267$75,403$5,420

The increase in wealth management fees for 2021 compared to 2020 was driven by the growth in our wealth management business through the acquisition of FinTrust and the inclusion of Seaside Wealth Management for the full year of 2021. As of December 31, 2021, we had assets under management and assets under advisement totaling $4.69 billion, which included FinTrust, Seaside Wealth Management and United Community Bank Advisory Services, compared to $2.31 billion as of December 31, 2020, which included Seaside Wealth Management and United Community Bank Advisory Services.

The change in other noninterest income for 2021 compared to 2020 was primarily driven by the following factors:

•Other investment performance in 2021 yielded net higher positive fair value adjustments when compared to 2020. During the first half of 2020, we recorded negative fair value adjustments resulting from the COVID-19 pandemic related market disruption. These losses were more than offset by gains recorded during the second half of 2020 as the pandemic outlook improved.

•Lending and loan servicing fees for 2021 increased compared 2020, mostly due to volume-driven fee income from our equipment finance business, partially offset by negative fair value adjustments to our SBA/USDA servicing asset.

•BOLI income decreased compared to the previous two years as we recognized death benefits in 2020 and 2019, whereas no such benefits were recognized during 2021.

•Customer derivative income for 2021 decreased compared to 2020 due to increases in interest rates negatively impacting the demand for customer derivative products. This was partially offset by the reduction of a credit valuation adjustment to certain of our customer derivatives during the fourth quarter of 2021 due to the underlying loans being upgraded.

51

Noninterest Expenses

The following table presents the components of noninterest expenses for the periods indicated.

Table 7 - Noninterest Expenses
For the Years Ended December 31,
(in thousands)Change
2021202020192021-2020
Salaries and employee benefits$241,443$224,060$196,4408%
Occupancy28,61925,79123,35011
Communications and equipment29,82927,14924,61310
Professional fees20,58918,03217,02814
Lending and loan servicing expense10,85910,9939,416(1)
Outside services - electronic banking9,4817,5137,02026
Postage, printing and supplies7,1106,7796,3705
Advertising and public relations5,91015,2036,170(61)
FDIC assessments and other regulatory charges7,3985,9824,90124
Amortization of intangibles4,0454,1684,489(3)
Other17,38615,30115,09214
Total excluding merger-related and other charges and amortization of noncompete agreements382,669360,971314,8896
Merger-related and other charges13,9707,0186,90799
Amortization of noncompete agreements449
Total noninterest expenses$396,639$367,989$322,2458

Noninterest expenses for 2021 totaled $397 million, up 8% from 2020. The addition of Three Shores, FinTrust and Aquesta’s operating expenses for the full year, second half and fourth quarter of 2021, respectively, contributed to the increase, particularly in salaries and benefits and occupancy costs.

Salaries and employee benefits for 2021 increased $17.4 million compared to 2020. In addition to the growth in our employee base from acquisitions, the increase was also attributable to increased mortgage, brokerage, and equipment finance commissions as well as other incentives and bonuses resulting from strong performance during the year. The increase also reflects merit increases awarded during the second quarter of 2021. These increases were partially offset by higher deferred loan origination costs resulting from increased loan production. Full time equivalent headcount totaled 2,553 at December 31, 2021, up from 2,399 at December 31, 2020.

Communications and equipment expense increased primarily due to incremental software contract costs. The increase in professional fees was primarily driven by an increase in legal fees compared to 2020. FDIC assessments and other regulatory charges increased compared to 2020 as a result of higher FDIC assessments driven by the increase in our average total assets. The increase in outside services - electronic banking reflects higher volume-based ATM network and internet banking costs. Advertising and public relations expense decreased compared to 2020 as 2020 included $10.0 million in contributions to the United Community Bank Foundation in its inaugural year.

Merger-related and other charges for 2021 were primarily related to the acquisitions of FinTrust and Aquesta. Merger-related and other charges for 2020 primarily consisted of merger costs related to the acquisition of Three Shores, severance, and branch closure costs.

Balance Sheet Review

Total assets at December 31, 2021 were $20.9 billion, an increase of $3.15 billion, or 18%, from December 31, 2020. Total liabilities at December 31, 2021 were $18.7 billion, an increase of $2.94 billion, or 19% from December 31, 2020. Shareholders’ equity totaled $2.22 billion and $2.01 billion at December 31, 2021 and 2020, respectively. The following discussion of the major components of our balance sheet highlights significant activity resulting in the change in our financial condition between December 31, 2020 and December 31, 2021.

52

Loans

Our loan portfolio is our largest category of interest-earning assets. At December 31, 2021, total loans were $11.8 billion compared to $11.4 billion at December 31, 2020, an increase of 3%. The net increase in loans was primarily attributable to organic growth and loans acquired in the Aquesta transaction of $498 million, partially offset by PPP loan forgiveness. PPP loans outstanding as of December 31, 2021 and 2020 were $88.3 million and $646 million, respectively, a decrease of $558 million. The following presents the composition of our loan portfolio as of the dates indicated.

Table 8 - Loan Portfolio Composition

As of December 31, 2021

The following table sets forth the maturity distribution of our loan portfolio, including the interest rate sensitivity for loans maturing after one year. Approximately 73% of all loans were secured by real estate at year-end 2021.

Table 9 - Loan Portfolio Maturity

As of December 31, 2021

(in thousands)

MaturityRate Structure for Loans Maturing Over One Year
One Year or Less2 - 5 Years6 - 15 YearsAfter 15 YearsTotalFixed RateFloating Rate
Owner occupied commercial real estate$159,435$831,406$1,229,102$101,742$2,321,685$1,530,653$631,597
Income producing commercial real estate408,8651,427,209737,81126,9732,600,8581,179,2251,012,768
Commercial & industrial (1)345,9961,017,122457,00290,0421,910,162638,924925,242
Commercial construction277,397510,188200,53526,7101,014,830202,731534,702
Equipment financing42,303853,858186,8601,083,0211,040,718
Total commercial1,233,9964,639,7832,811,310245,4678,930,5564,592,2513,104,309
Residential mortgage24,18219,338131,1071,463,2581,637,885569,0701,044,633
HELOC22,15031,32586,097554,462694,034730671,154
Residential construction312,02110,10136,4071,286359,81512,56735,227
Consumer direct28,70795,07511,5052,769138,05698,77510,574
Total loans$1,621,056$4,795,622$3,076,426$2,267,242$11,760,346$5,273,393$4,865,897

(1) Includes $88.3 million of PPP loans.

53

As of December 31, 2021, our 25 largest credit relationships consisted of loans and loan commitments ranging from $23.9 million to $63.9 million, with an aggregate total credit exposure of $881 million. Total credit exposure included $264 million in unfunded commitments and $617 million in balances outstanding, excluding participations sold.

Asset Quality and Risk Elements

We manage asset quality and control credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. Our credit administration function is responsible for monitoring asset quality and Board approved portfolio concentration limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures. Additional information on our credit administration function is included in Part I, Item 1 of this Report under the heading “Lending Activities.”

We conduct reviews of classified performing and non-performing loans, TDRs, past due loans and portfolio concentrations on a regular basis to identify risk migration and potential charges to the ACL. These items are discussed in a series of meetings attended by Credit Risk Management leadership and leadership from various lending groups. In addition to the reviews mentioned above, an independent loan review team reviews the portfolio to ensure consistent application of risk rating policies and procedures.

The ACL reflects management’s assessment of the life of loan expected credit losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses. The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions. See the Critical Accounting Estimates section for additional information on the ACL.

The ACL, which includes a portion related to unfunded commitments, totaled $114 million at December 31, 2021 compared with $148 million at December 31, 2020. At December 31, 2021, the ACL for loans was $103 million, or 0.87% of total loans, compared with $137 million, or 1.20%, of loans at December 31, 2020.

The reduction in the ACL since December 31, 2020 reflects an improved economic forecast, which includes an improved COVID-19 pandemic outlook, government stimulus spending, projected GDP growth and a continued low interest rate environment. Qualitative factors were used to moderate the improvement in the economic forecast for certain portfolios in recognition of continued concerns in several COVID-19 impacted industries as evidenced by elevated levels of criticized loans, as well as concerns over the impact of inflationary pressure on commercial real estate values. The ACL at December 31, 2021 reflects $3.54 million of allowance established for Aquesta PCD loans at acquisition with no impact to earnings, as well as the impact of loan growth during 2021, including the non-PCD loans received through the Aquesta acquisition.

The ACL as of December 31, 2020 reflects the implementation of CECL on January 1, 2020, which added $6.88 million to the ACL for loans and $1.87 million to the reserve for unfunded commitments, the negative impact of the COVID-19 pandemic on the economic forecast used in our CECL model, $11.2 million of allowance established for Three Shores PCD loans at acquisition with no impact to earnings, as well as the impact of loan growth during 2020 including the non-PCD loans received through the Three Shores acquisition. The impact of loan growth on the ACL was partially mitigated by the fact that PPP loans are considered low risk assets due to the 100% guarantee by the SBA.

54

The following table summarizes the allocation of the ACL for each of the past three years.

Table 10 - Allocation of ACL

As of December 31,

(in thousands)

CECLIncurred Loss
202120202019
ACL% of loans in each category to total loansACL% of loans in each category to total loansACL% of loans in each category to total loans
Owner occupied commercial real estate$14,28220$20,67318$11,40420
Income producing commercial real estate24,1562241,7372212,30623
Commercial & industrial16,5921622,019225,26614
Commercial construction9,956910,95299,66811
Equipment financing16,290916,82087,3848
Total commercial81,27676112,2017946,02876
Residential mortgage12,3901415,341118,08113
HELOC6,56868,41764,5757
Residential construction1,847376432,5043
Consumer451128719011
Total ACL - loans102,532100137,01010062,089100
ACL - unfunded commitments10,99210,5583,458
Total ACL$113,524$147,568$65,547
ACL- loans as a percentage of total loans0.87%1.20%0.70%

The following table summarizes net charge-offs to average loans for each of the past three years.

Table 11 - Net Charge-offs

Years Ended December 31,

(in thousands)

202120202019
Average LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average LoansAverage LoansNet Charge-Offs (Recoveries)Net Charge-Offs to Average Loans
Owner occupied commercial real estate$2,159,153$3160.01%$1,867,935$(2,495)(0.13)%$1,661,068$(370)(0.02)%
Income producing commercial real estate2,571,923(229)(0.01)2,283,1574,8840.211,909,9349440.05
Commercial & industrial2,242,764(2,499)(0.11)2,297,5229,3360.411,273,6454,9970.39
Commercial construction958,791(747)(0.08)967,030(319)(0.03)932,806(875)(0.09)
Equipment financing971,3553,1050.32794,0426,7600.85665,3184,8940.74
Residential mortgage1,462,421(220)(0.02)1,197,511(57)1,092,4471350.01
HELOC675,873(405)(0.06)680,775(456)(0.07)675,1153860.06
Residential construction301,591(147)(0.05)243,133(63)(0.03)217,8101490.07
Consumer*142,0058640.61135,5487260.54279,8921,9560.70
$11,485,876$38$10,466,653$18,3160.17$8,708,035$12,2160.14

*2019 amounts include indirect auto loans.

55

Nonperforming Assets

The following table presents NPAs, which consist of nonaccrual loans and foreclosed properties, for the periods indicated.

Table 12 - NPAs

As of December 31,

(in thousands)

202120202019
Nonaccrual loans$32,812$61,599$35,341
Foreclosed properties43647476
Total NPAs$32,855$62,246$35,817
Nonaccrual loans to total loans0.28%0.54%0.40%
NPAs to total assets0.160.350.28
ACL - loans to nonaccrual loans coverage ratio3.122.221.76

The decrease in NPAs since December 31, 2020 was primarily a result of a decrease in nonaccrual loans, which resulted from a combination of payoffs and paydowns.

At December 31, 2021 and 2020, we had $52.4 million and $61.6 million, respectively, in loans with terms that have been modified in a TDR. Included therein were $11.5 million and $20.6 million, respectively, of TDRs that were nonaccrual loans. The remaining TDRs with aggregate balances of $40.9 million and $41.0 million, respectively, were performing according to their modified terms and were therefore not considered to be NPAs.

The CARES Act and interagency guidance granted temporary relief from TDR classification for certain loans restructured as a result of the impact of the COVID-19 pandemic. During 2020 and early 2021, we granted a significant number of payment deferral requests to our borrowers related to the economic disruption created by the COVID-19 pandemic. To the extent that these deferrals qualified under either the CARES Act or interagency guidance, they were not considered new TDRs. The majority of borrowers who were granted a payment deferral have since returned to their normal payment schedules. As of December 31, 2021 and 2020, COVID-19 related deferrals totaled $2.55 million and $70.7 million, respectively.

Investment Securities

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings. During 2021, strong deposit growth provided surplus liquidity, which we strategically deployed into our investment securities portfolio. The table below presents a summary of our investment securities balances as of the dates indicated.

Table 13 - Investment Securities

As of December 31,

(in thousands)

20212020
Carrying Value% of portfolioCarrying Value% of portfolio2021 - 2020$ Change
AFS$4,496,82480%$3,224,72188%$1,272,103
HTM1,156,09820420,36112735,737
Total Investment Securities$5,652,922$3,645,082$2,007,840
Investment securities as a % of total assets27%20%

56

Table 14 - Investment Securities Portfolio Composition

As of December 31,

Mortgage-backed securities, which include both U.S. government sponsored agency and non-agency securities, make up the largest portion of our investment securities portfolio. As we have grown our portfolio, we have continued to purchase mortgage-backed securities in order to obtain a favorable yield with low risk. These securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will differ from the contractual maturities because the loans underlying the security can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, we may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite may occur. Prepayments tend to slow and the weighted average life extends. This is referred to as extension risk, which can lead to lower levels of liquidity due to the delay of cash receipts, and can result in the holding of a below market yielding asset for a longer period of time.

As shown in the chart above, 75% of our investment securities portfolio is comprised of U.S. government or government sponsored agency securities. In addition, as of December 31, 2021, our state and political subdivision securities were all rated A or better. As a reflection of the high credit quality of the portfolio, at December 31, 2021 and 2020, no ACL for HTM or AFS debt securities was recorded. See Note 5 to the consolidated financial statements for further discussion of the investment portfolio and related fair value and maturity information. Unrealized losses on fixed income securities at December 31, 2021 primarily reflected the effect of changes in interest rates.

Goodwill and Other Intangible Assets

Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Management evaluates goodwill for impairment annually, or more frequently if a triggering event indicates there may be impairment. Upon the occurrence of a triggering event, a qualitative assessment is performed to determine whether it is more likely than not that the fair value of the entity is less than its carrying amount. When it is more likely than not that impairment has occurred, management is required to perform a quantitative analysis and, if necessary, adjust the carrying amount of goodwill by recording a goodwill impairment loss. During much of 2020 our common stock price traded below book value due to market concerns about the potential economic impact of the COVID-19 pandemic. As a result, we performed a qualitative assessment of goodwill at the end of each quarter of 2020, none of which yielded a determination that it was more likely than not our fair value was less than our carrying value. During the fourth quarter of 2020 and throughout 2021, our stock price returned to trading above book value. Our annual assessment during the fourth quarter of 2021 gave no indication that it was more likely than not that our fair value was less than our carrying value.

We also have core deposit and customer relationship intangible assets, representing the value of acquired deposit and customer relationships, respectively, which are amortizing intangible assets. Amortizing intangible assets are required to be tested for impairment only when events or circumstances indicate that impairment may exist.

57

In connection with the acquisition of Aquesta, we recorded goodwill and a core deposit intangible of $70.0 million and $2.03 million, respectively. In connection with the acquisition of FinTrust, we recorded goodwill and a customer relationship intangible of $14.2 million and $7.53 million, respectively.

Deposits

Customer deposits are the primary source of funds for the continued growth of our earning assets. Our high level of service, as evidenced by our strong customer satisfaction scores, has been instrumental in attracting and retaining customer deposit accounts. Customer deposits as of December 31, 2021 were up $3.11 billion, or 21%, compared to December 31, 2020, which has allowed us to reduce our utilization of brokered deposits. Much of the growth is due to COVID stimulus funds which have boosted deposits across the banking industry. In addition to organic growth, the increase in customer deposits was also attributable to $658 million of deposits acquired from Aquesta as of the acquisition date. Our customer deposit composition has shifted from time deposits to transaction deposits as customer preference has shifted to allocate funds to more liquid account types in the current low rate environment. The following table sets forth the deposit composition for the periods indicated. As of December 31, 2021 and 2020, we had $7.97 billion and $5.08 billion, respectively, in uninsured deposits.

Table 15 - Deposits

As of December 31,

(in thousands)

20212020
BalanceCustomer Deposit CompositionBalanceCustomer Deposit Composition
Noninterest-bearing demand$6,956,98138%$5,390,29136%
NOW and interest-bearing demand4,252,209243,346,49022
Money market and savings5,399,133304,501,18930
Time1,442,49881,704,29012
Total customer deposits18,050,821100%14,942,260100%
Brokered deposits190,358290,098
Total deposits$18,241,179$15,232,358

The following table sets forth the scheduled maturities of time deposits greater than $250,000.

Table 16 - Maturities of Time Deposits Greater than $250,000

As of December 31, 2021

(in thousands)

Three months or less$91,874
Over three through six months48,784
Over six months through twelve months76,457
Over one year38,497
Total$255,612

Liquidity Management

Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. The primary objective is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, our primary goal is to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of our liquidity, we perform a variety of liquidity stress tests. We maintain an unencumbered liquid asset reserve to help ensure our ability to meet our obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.

An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis.

58

The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts, which we are able to attract at any time by competing more aggressively on pricing. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, FHLB advances, and brokered deposits. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs. At December 31, 2021, we had sufficient qualifying collateral to increase FHLB advances by $1.19 billion. We also had unpledged investment securities of $4.19 billion at December 31, 2021 that could be used as collateral for additional borrowings.

In addition, because the Holding Company is a separate entity and apart from the Bank, it must provide for its own liquidity. The Holding Company is responsible for the payment of dividends declared for its common and preferred shareholders, and interest and principal on any outstanding debt or trust preferred securities. The Holding Company currently has internal capital resources to meet these obligations. While the Holding Company has access to the capital markets and maintains a line of credit as a contingent funding source, the ultimate sources of its liquidity are subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations. In 2021 and 2020, the Bank paid dividends of $217 million and $150 million, respectively, to the Holding Company. Holding Company liquidity is managed to a minimum of 15-months of positive cash flow after considering all of its liquidity needs over this period.

Significant uses and sources of cash during the year ended December 31, 2021 are summarized below. See the consolidated statement of cash flows in this Report for further detail.

•Net cash provided by operating activities of $359 million reflects net income of $270 million adjusted for non-cash transactions, gains on sales of securities and other loans and changes in other assets and liabilities. Significant non-cash transactions for the period included release of provision for credit losses of $37.6 million and deferred income tax expense of $20.8 million.

•Net cash used in investing activities of $1.81 billion consisted primarily of $3.39 billion of purchases of AFS and HTM debt securities, partially offset by $1.33 billion proceeds from securities sales, maturities and calls, reflecting our strategic decision to deploy excess liquidity into the securities portfolio.

•Net cash provided by financing activities of $2.16 billion consisted primarily of a net increase in deposits of $2.35 billion, which was partially offset by the net repayment of long-term debt of $80.6 million, $73.8 million in common and preferred stock dividends, and repurchases of common stock of $15.1 million.

In the opinion of management, our liquidity position at December 31, 2021 was sufficient to meet our expected cash requirements.

59

The following table presents the amortized cost of securities by contractual maturity of investment securities and weighted average yields on a FTE basis. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs..Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

Table 17 - Contractual Maturity of AFS and HTM Debt Securities

As of December 31, 2021

(in thousands)

Maturity By Years
1 or Less1 to 56 to 10Over 10Total
BalanceWA YieldBalanceWA YieldBalanceWA YieldBalanceWA YieldBalanceWA Yield
AFS
U.S. Treasuries$54,9741.95%$74,1011.68%$88,9520.96%$%$218,0271.46%
U.S. Government agencies & GSEs871.4022,9461.3979,8121.2187,0101.75189,8551.48
State and political subdivisions15,0082.5333,2903.00135,2652.6979,7063.46263,2692.96
Residential MBS, Agency & GSE7,9942.3234,6292.452,037,0771.352,079,7001.37
Residential MBS, Non-agency81,9253.0681,9253.06
Commercial MBS, Agency & GSE8970.65118,8031.79282,0860.96468,7771.33870,5631.27
Commercial MBS, Non-agency15,2024.1915,2024.19
Corporate bonds2,6570.61100,5531.4290,1691.917852.76194,1641.64
Asset-backed securities6553.02376,0060.3624,0730.51203,0901.02603,8240.59
Total AFS securities$74,2782.01$733,6931.04$734,9861.48$2,973,5721.45$4,516,5291.40
HTM
U.S. Treasuries$%$%$19,8031.40%$%$19,8031.40%
U.S. Government agencies & GSEs31,9621.6138,2181.7770,1801.70
State and political subdivisions5,2003.708,7624.6438,1882.02205,5382.51257,6882.53
Residential MBS, Agency & GSE4,5732.869,1522.62367,9161.92381,6411.95
Commercial MBS, Agency & GSE1,6512.40175,9161.44234,2192.07411,7861.80
Supranational entities15,0001.6415,0001.64
Total HTM securities$5,2003.70$14,9863.85$290,0211.58$845,8912.10$1,156,0982.00

At December 31, 2021, the effective duration of the investment portfolio was 4.0 years, compared to 3.7 years at December 31, 2020.

Contractual Obligations and Other Commitments

The following discussion provides an overview of United’s significant contractual obligations and other commitments.

Long-term Debt

At December 31, 2021 and 2020, we had long-term debt outstanding of $247 million and $327 million, respectively, which included senior debentures, subordinated debentures, and trust preferred securities. As a result of the additional liquidity provided by PPP loans and core deposit growth, we repaid several of our long-term debt instruments during 2021 including the 2025 subordinated debentures, the Southern Bancorp Capital Trust I trust preferred securities, the 2022 senior debentures, and the 2026 subordinated debentures, which, combined, reduced our long-term debt outstanding by $80.6 million. The following tables provides long-term debt outstanding by maturity in five year increments. Additional information regarding these debt instruments is provided in Note 12 to the consolidated financial statements.

60

Table 18 - Long-term Debt by Maturity Category

As of December 31, 2021

(in thousands)

Next 5 years$
6 - 10 years235,000
11 - 15 years20,620
255,620
Less discount(8,260)
Total long-term debt$247,360

Operating Lease Obligations

We are party to operating lease agreements for many of our branch locations, ATMs, loan production offices and operation centers. For qualifying leases with a term exceeding one year we record a lease liability and ROU asset on our balance sheet. As of December 31, 2021, the lease liability and ROU asset totaled $31.1 million and $29.4 million, respectively, compared to $33.1 million and $31.4 million, respectively, at December 31, 2020. During 2021, we obtained $4.49 million in ROU assets in exchange for operating lease liabilities of approximately the same amount, $2.87 million of which were acquired in the Aquesta and FinTrust transactions. The majority of the leases assumed were for retail branch locations and office spaces.

As of December 31, 2021 the remaining terms of our leases ranged from one to 12 years. Certain of our leases contain options to renew the lease at the end of the current term. Unless we have determined we are reasonably likely to renew the lease, these options have been excluded from the calculation of our lease liability and ROU asset. Additional information regarding operating leases is provided in Note 13 to the consolidated financial statements.

Capital Expenditures

During 2021, we purchased $26.5 million of fixed assets, which excludes fixed assets acquired from FinTrust and Aquesta. Most of our capital expenditures related to investments in technology equipment, software and branch and operations locations. As of December 31, 2021 and 2020, we had $10.1 million and $7.59 million in construction in progress. Most notably, construction in progress includes costs related to the construction of the Bank’s new Greenville, South Carolina headquarters building, which is expected to be completed in 2023. As of December 31, 2021, we estimate the total cost of the headquarters project will be approximately $72.0 million, $58.0 million of which has yet to be incurred.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments included commitments to extend credit and letters of credit, which totaled $3.62 billion at December 31, 2021.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. We use the same credit underwriting procedures for making commitments, letters of credit and financial guarantees as we use for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.

All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers.

61

In addition, we hold minor investments in certain limited partnerships for CRA purposes. As of December 31, 2021, we had committed to fund an additional $13.7 million related to future capital calls that has not been reflected in the consolidated balance sheet. As of December 31, 2021, we also had a $10.0 million commitment for future capital calls to a fintech fund limited partnership that has not been reflected in the consolidated balance sheet.

We are not involved in off-balance sheet contractual relationships, other than those disclosed in this Report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 22 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Capital Resources and Dividends

The maintenance and management of capital levels is one of management’s significant priorities. Shareholders’ equity at December 31, 2021 was $2.22 billion, an increase of $215 million from December 31, 2020. The increase was primarily a result of net income of $270 million and the issuance of $95.5 million of common stock in connection with the Aquesta and FinTrust acquisitions. These increases were partially offset by dividends on common and preferred stock of $76.0 million, common stock repurchases of $15.1 million, and other comprehensive loss of $64.2 million mostly driven by unrealized holding losses on AFS debt securities.

Under the risk-based capital guidelines of Basel III, assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor, or, if relevant, the guarantor or the nature of the collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with the category. The resulting weighted values from each of the risk categories are added together, and generally this sum is our total RWAs. RWAs for purposes of our capital ratios are calculated under these guidelines.

CET1 capital consists of common shareholders’ equity, excluding AOCI, intangible assets (goodwill, deposit-based intangibles and certain other intangibles, including certain servicing assets), net of associated deferred tax liabilities, and disallowed deferred tax assets. Tier 1 capital consists of CET1 plus non-cumulative perpetual preferred stock. Tier 2 capital includes the allowable portion of the ACL up to 1.25% of RWA as well as qualifying subordinated debt and trust preferred securities. Tier 1 capital plus Tier 2 capital is referred to as Total risk-based capital.

We have outstanding junior subordinated debentures related to trust preferred securities totaling $20.6 million at December 31, 2021, of which $20.0 million (excluding common securities) qualified as Tier 2 capital. Further information on trust preferred securities is provided in Note 12 to the consolidated financial statements.

The following table outlines the minimum ratios required for capital adequacy purposes, as well as the thresholds for a categorization of “well-capitalized”.

Table 19 - Capital Ratios

As of December 31,

United Community Banks, Inc. (consolidated)United Community Bank
Minimum CapitalWell-CapitalizedMinimum Capital Plus Capital Conservation Buffer2021202020212020
Risk-based ratios:
CET1 capital4.5%6.5%7.0%12.46%12.31%12.87%13.31%
Tier 1 capital6.08.08.513.1713.1012.8713.31
Total capital8.010.010.514.6515.1513.4614.28
Leverage ratio4.05.0N/A8.759.288.539.42

Additional information related to capital ratios, as calculated under regulatory guidelines, is provided in Note 21 to the consolidated financial statements. As of December 31, 2021 and 2020, both United and the Bank were characterized as “well-capitalized”.

62

Effect of Inflation and Changing Prices

A bank’s asset and liability structure is substantially different from that of an industrial firm, because primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than nominal rates in order to maintain an appropriate equity to assets ratio.

Our management believes the effect of inflation on financial results depends on our ability to react to changes in interest rates and, by such reaction, reduce the inflationary effect on performance. We have an asset/liability management program to monitor and manage our interest rate sensitivity position. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

63