United Community (NYSE: UCB) sells Navitas equipment finance unit for $1.9B
Rhea-AI Filing Summary
United Community Banks, Inc. agreed to sell its Navitas equipment finance and reinsurance subsidiaries to funds managed by Wafra Inc., acting through Navitas TopCo LLC, for an estimated $1.9 billion in cash, subject to customary closing adjustments.
The base purchase price is tied to Navitas’ owned equipment finance portfolio, capped at $2.15 billion, with premiums of 7.346% on a specified tranche and 4% on any excess, and reflects repayment of an intercompany loan currently estimated at $1.7 billion.
United highlights that the sale supports its focus on core Southeastern relationship banking while enhancing liquidity and capital strength. Navitas had $1.8 billion in owned receivables as of March 31, 2026. Closing is targeted for the third quarter of 2026, with a $17.5 million termination fee payable by the buyer in certain failure-to-close scenarios.
Positive
- Strategic refocus and capital uplift: United is selling Navitas for an estimated $1.9 billion in cash, which management states will enhance liquidity and capital strength while allowing greater focus on its core Southeastern relationship banking franchise.
Negative
- None.
Insights
United monetizes Navitas for about $1.9B, boosting capital and refocusing on core banking.
United Community Banks is exiting its equipment finance and reinsurance subsidiaries in a cash sale to funds managed by Wafra Inc.. The estimated $1.9 billion consideration is anchored to Navitas’ portfolio, which held $1.8 billion in owned receivables as of March 31, 2026.
The structure links price to the outstanding portfolio up to $2.15 billion, with premiums of 7.346% and 4% on defined tranches, and includes repayment of an intercompany loan around $1.7 billion. Management states the transaction should enhance liquidity and common equity tier 1 capital while lowering the franchise risk profile.
United indicates that, over time, deploying excess capital into organic growth, balance sheet optimization, share repurchases, or small in-market M&A is expected to offset earnings-per-share dilution. Execution depends on timely regulatory approvals and closing by Q3 2026, with an outside date of December 11, 2026 and a $17.5 million buyer termination fee providing some downside protection.
8-K Event Classification
Key Figures
Key Terms
Stock Purchase Agreement financial
Base Purchase Price financial
Non-Portfolio Net Assets/Liabilities financial
representation and warranty insurance financial
Termination Fee financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 11, 2026, United Community Bank (the “Bank”), a South Carolina state-chartered bank and wholly owned subsidiary of United Community Banks, Inc. (“United”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Bank, Navitas TopCo LLC (“Purchaser”), a Delaware limited liability company, and, solely for the limited purposes set forth therein, United, providing for the sale of all of the issued and outstanding equity securities of Navitas Credit Corp., a Florida corporation and the Bank’s equipment lease financing subsidiary (“Finance Company”), and NLFC Reinsurance Corp., a Tennessee corporation and the Bank’s reinsurance subsidiary (“Reinsurance Company” and together with Finance Company, the “Companies”). United will guarantee the Bank’s payment and performance obligations under the Purchase Agreement. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Purchase Agreement.
Transaction Consideration
Pursuant to, and subject to the satisfaction of the conditions in, the Purchase Agreement, Purchaser has agreed, at closing of the Transaction, to acquire all of the issued and outstanding equity securities of both Companies from the Bank (the “Transaction”), in exchange for an amount in cash equal to the sum of the Base Purchase Price, plus the Incremental Asset Premium, plus Closing Cash, plus or minus (as applicable) the Non-Portfolio Net Assets/Liabilities, minus Closing Indebtedness, minus Transaction Expenses. The Base Purchase Price is equal to (a) the aggregate outstanding principal balance of equipment financings owned by the Finance Company (the “Owned Portfolio Assets Amount”) at the effective time of the Transaction (the “Effective Time”) (capped at, and not to exceed, $2,150,000,000), plus (b) a premium represented by the product of 7.346% multiplied by the lesser of (i) the Owned Portfolio Assets Amount as of the Effective Time and (ii) $1,756,008,306. The Incremental Asset Premium is calculated to account for Owned Portfolio Assets Amount over and above $1,756,008,306, representing a premium equal to 4% of the excess (subject to the aggregate $2,150,000,000 portfolio cap) of the amount representing the difference between $1,756,008,306 and the Owned Portfolio Assets Amount as of the Effective Time (if any and only if such difference is a positive number). The Non-Portfolio Net Assets/Liabilities will result in an increase to the purchase price if the book value of non-portfolio assets minus book value of non-portfolio liabilities (in each case, subject to certain adjustments) results in a surplus. A decrease would occur if Non-Portfolio Net Assets/Liabilities amount results in a deficiency. The Closing Indebtedness Amount will largely be representative of repayment of an intercompany loan between the Bank and the Finance Company, and such loan is currently estimated to have a principal balance of $1,700,000,000. The Base Purchase Price is currently estimated to be approximately $1,900,000,000. If the closing of the Transaction occurs, the final purchase price will be subject to certain customary adjustments post-closing.
Representations and Warranties; Covenants
The Purchase Agreement contains customary representations and warranties by each of the parties. Each party has also agreed to customary covenants, including covenants relating to: (i) the conduct of the Companies’ business during the interim period between the execution of the Purchase Agreement and the Effective Time; (ii) the transfer of certain Excluded Assets to the Bank before the Effective Time; and (iii) the implementation of certain restructuring transactions relating to Purchaser’s third-party acquisition financing and post-closing funding of the Companies. The Purchase Agreement also contains indemnification provisions under which the parties have agreed, subject to certain limitations, to indemnify each other against certain liabilities. To supplement the limited indemnification provided by the Bank, Purchaser has obtained representation and warranty insurance.
The Purchase Agreement includes certain post-closing obligations of the parties, including (i) United and the Bank providing transition services to Purchaser; (ii) restrictive covenants that restrict Purchaser from soliciting employees of United and the Bank; and (iii) restrictive covenants that restrict United and the Bank from soliciting customers and employees of the Companies or competing with Purchaser in the United States, subject to certain conditions and exceptions as provided in the Purchase Agreement.
Conditions to the Transaction
The completion of the Transaction is subject to the satisfaction or waiver of customary conditions, including: (i) the receipt of required regulatory approvals, without such approvals having resulted in the imposition of a materially burdensome condition, or the expiration or termination of the applicable waiting periods and any extensions thereof; (ii) the absence of any order, injunction or decree or other legal restraint preventing the consummation of the Transaction or making the consummation of the Transaction illegal; (iii) subject to certain exceptions, the accuracy of the representations and warranties of the other party, the majority of which are generally subject to a material adverse effect qualification; (iv) the performance in all material respects by the other party of its covenants and obligations under the Purchase Agreement; and (v) the absence of a material adverse effect with respect to the Companies since the execution of the Purchase Agreement. Consummation of the Transaction by Purchaser is not subject to any financing conditions. The Transaction is expected to close in the third quarter of 2026.
Termination; Termination Fee
The Purchase Agreement provides certain termination rights for both the Bank and Purchaser, including if the Transaction is not completed by December 11, 2026, subject to limitations where the terminating party’s failure to perform its obligations was the primary cause of the failure to close the Transaction by such date. The Purchase Agreement further provides that Purchaser must pay a termination fee to the Bank of $17,500,000 (“Termination Fee”) in cash in the event that the Bank terminates the Purchase Agreement: (a) due to Purchaser’s willful breach or failure to perform any of its covenants, agreements or obligations in the Purchase Agreement, or any inaccuracy of any representation or warranty on the part of Purchaser (i) that would cause the conditions relating to the performance of such covenants, agreements or obligations or the accuracy of the representations and warranties to not be satisfied, (ii) that has not been waived by the Bank and (iii) if curable, has not been cured within a specified cure period, in each case, provided that neither United nor the Bank is in breach of any of its representations, warranties or obligations such that the conditions to Purchaser’s obligation to close the Transaction have not been satisfied; or (b) if (i) all the mutual closing conditions and all conditions for the benefit of Purchaser have been satisfied or waived and (ii) Purchaser does not consummate the closing of the Transaction at the time when required to close pursuant to the Purchase Agreement within five business days following irrevocable notice from the Bank that all closing conditions for the benefit of the Bank have been satisfied or waived, and each of United and the Bank stands ready, willing and able to consummate the closing of the Transaction during the entirety of such five business day period. The Termination Fee, if and when payable, constitutes the sole remedy of the Bank and its affiliates against Purchaser upon termination of the Purchase Agreement, provided, however, the Bank retains the right to seek specific performance to compel Purchaser to consummate the closing prior to termination, subject to the terms and conditions of the Purchase Agreement.
Additional Information
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and is incorporated into this Report by reference. The representations, warranties and covenants of each party set forth in the Purchase Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing those matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties will not survive consummation of the Transaction, unless otherwise specified therein, and were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Purchase Agreement is included with this Report only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding United, the Bank, the Companies or Purchaser, their respective affiliates or their respective businesses.
| Item 7.01 | Regulation FD Disclosure |
On June 12, 2026, United issued a press release announcing its entry into the Purchase Agreement. A copy of United’s press release is attached to this Report as Exhibit 99.1 and is incorporated into this Report by reference. In connection with the announcement of the Purchase Agreement, United also issued an investor presentation containing supplemental information regarding the Transaction, a copy of which is attached to this Report as Exhibit 99.2 and is incorporated into this Report by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) See exhibit index below for the list of exhibits filed or furnished with this Current Report on Form 8-K.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1* | Stock Purchase Agreement, dated as of June 11, 2026, by and among United Community Bank, United Community Banks, Inc. (solely for the limited purposes set forth therein), and Navitas TopCo LLC | |
| 99.1 | United Community Banks, Inc. Press Release, dated June 12, 2026 | |
| 99.2 | United Community Banks, Inc. Investor Presentation, dated June 12, 2026 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
*Annexes, schedules and exhibits to the Stock Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission (“SEC”) upon its request.
Caution About Forward-Looking Statements
This Report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,” “likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include, but are not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial projections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value per share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions that underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond United’s control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements.
Factors that could cause or contribute to such differences include, but are not limited to, the following:
| · | the risk that the Transaction may not be completed on the currently anticipated terms or at all, including due to the failure to satisfy closing conditions or obtain required regulatory approvals; |
| · | the risk that any financial benefits from the Transaction may not be realized or may take longer than anticipated to be realized; |
| · | the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement; |
| · | the effect of potential adverse reactions or changes to business relationships, including with customers, counterparties, and employees, resulting from the announcement or completion of the Transaction; |
| · | the possibility that the costs, fees, expenses and charges related to the Transaction may be unexpected or greater than anticipated; |
| · | diversion of management’s attention from ongoing business operations; |
| · | the risk of potential litigation or regulatory action related to the Transaction; |
| · | negative economic and political conditions that adversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of nonperforming assets, charge-offs and provision expense; |
| · | changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments; |
| · | the potential effects of pandemics or public health conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental authorities to address these conditions; |
| · | strategic, market, operational, liquidity and interest rate risks associated with our business; |
| · | potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Federal Reserve, replacement or reform of other interest rate benchmarks, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets; |
| · | any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate; |
| · | our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate; |
| · | the risks of expansion into new geographic or product markets; |
| · | risks with respect to our ability to identify and complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations that we acquire; |
| · | our ability to attract and retain key employees; |
| · | competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions; |
| · | losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees; |
| · | cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation; |
| · | our reliance on third parties to provide key components of our business infrastructure and services required to operate our business; |
| · | the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market, including those accelerated by the use of artificial intelligence and machine learning; |
| · | the availability of and access to capital, particularly if there were to be increased capital requirements or enhanced regulatory supervision; |
| · | legislative, regulatory or accounting changes that may adversely affect us; |
| · | volatility in the allowance for credit losses resulting from the current expected credit losses methodology, either alone or as that may be affected by conditions affecting our business; |
| · | adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future legislation, litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto; |
| · | government shutdowns, the effect of which could delay legislative activities or regulatory approval processes that could be harmful to our customers, business activities and strategic initiatives; |
| · | any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill; |
| · | limitations on our ability to declare and pay dividends and other distributions from the Bank to United, which could affect United’s liquidity, including its ability to pay dividends to shareholders or take other capital actions; |
| · | the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change and weather related events, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs; and |
| · | other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements. |
Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by United with the SEC, which are available on the SEC website at www.sec.gov.
Many of these factors are beyond United’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this Report, which speaks only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise.
United qualifies all forward-looking statements by these cautionary statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED COMMUNITY BANKS, INC. | ||
| By: | /s/ Jefferson L. Harralson | |
| Jefferson L. Harralson | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| Date: June 12, 2026 | ||
Exhibit 99.1
For Immediate Release
For more information:
Jefferson Harralson
Chief Financial Officer
(864) 240-6208
Jefferson_Harralson@ucbi.com
UNITED COMMUNITY BANKS, INC. ANNOUNCES
AGREEMENT
TO SELL EQUIPMENT FINANCE BUSINESS, CONSISTING OF NAVITAS CREDIT CORP.
AND NLFC REINSURANCE CORP., TO FUNDS MANAGED BY WAFRA INC.
GREENVILLE, SC – June 12, 2026 – United Community Banks, Inc. (NYSE: UCB) (“United”) today announced the execution of a definitive agreement to sell its equipment finance business, consisting of Navitas Credit Corp. and NLFC Reinsurance Corp. (collectively, “Navitas”), to funds managed by Wafra Inc., acting through Navitas TopCo LLC (“Wafra”) for $1.9 billion in cash1 (the “Transaction”).
The sale of Navitas reinforces United’s focus on its core Southeastern relationship banking business while enhancing United’s liquidity and capital strength.
Key Highlights2:
| · | Attractive monetization of equipment finance business, with an estimated cash purchase price of $1.9 billion, reflecting a 7% premium to the par value of Navitas’ loan portfolio. |
1 Preliminary purchase price based on March 31, 2026 financials. Final purchase price subject to closing adjustments.
2 All financial figures are as of the quarter ended March 31, 2026. Financial impact of the Transaction is subject to adjustments based on balance sheet figures as of closing and purchase price closing adjustments.
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| · | United expects the Transaction to result in a one-time pre-tax earnings benefit of $109 million, which is expected to result in 3% accretion to tangible book value per share. The Transaction is also expected to generate 145 basis points of CET1 capital. |
| · | The sale of Navitas will meaningfully reduce the risk profile of United’s loan portfolio. The equipment finance business represents 10% of United’s total loan portfolio, while accounting for approximately 50% of United’s net charge-offs for the last twelve months ended March 31, 2026. |
| · | Net cash proceeds of $1.9 billion will result in a unique liquidity position for United, with a pro forma loan to deposit ratio of 74%. In the short term, excess liquidity is expected to be reinvested in lower-risk securities with an aggregate weighted average yield between 4.0-4.5% and target duration of less than two years. |
| · | The Transaction will enhance United’s ability to continue allocating resources to its core banking franchise, allowing for significant financial upside through the redeployment of liquidity and capital over time. |
United intends to evaluate a range of capital deployment alternatives after closing, which may include a combination of continued organic growth of its core community banking business, balance sheet optimization, share repurchases, and opportunistic M&A consistent with the established strategy of small, in-market transactions. United expects the impact on earnings per share to be offset as excess capital is deployed over time, while concurrently lowering the risk profile of the franchise.
“Over the past eight years, Navitas has been a valuable contributor to United, delivering strong growth and returns for our business,” said Lynn Harton, Chairman and Chief Executive Officer. “In fact, for the past several quarters, we have had to restrain Navitas’ growth to remain within our self-imposed portfolio limits. We have also expanded our core franchise since we acquired Navitas, which has resulted in better in-market relationship-based growth opportunities within the community bank franchise. The sale will allow us to focus our resources on our core Southeastern markets and will allow the opportunity for Navitas to continue their growth trajectory with a well-established and experienced owner within the equipment finance sector.”
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Navitas’ executive leadership team and all employees are expected to remain with the business following the sale to funds managed by Wafra.
The Transaction is expected to be completed in the third quarter of 2026 and is subject to customary closing conditions.
BofA Securities acted as exclusive financial advisor to United, and Squire Patton Boggs (US) LLP served as United’s legal advisor. Sidley Austin LLP, Chapman and Cutler LLP, and Clifford Chance LLP served as Wafra’s legal advisors.
United will host a conference call at 9am EST today, June 12, 2026, to discuss the Transaction. Participants may pre-register for the conference call by navigating to https://dpregister.com/sreg/10209741/1042f6714e9. Those without internet access or unable to pre-register may dial in by calling 1-844-676-1337. The conference call also will be webcast and can be accessed by selecting “Events and Presentations” under “News and Events” within the Investor Relations section of the company's website, ucbi.com.
About United Community Banks, Inc.
United Community Banks, Inc. (NYSE: UCB) is the financial holding company for United Community, a top 100 U.S. financial institution committed to building stronger communities and improving the financial health and well-being of its customers. United Community offers a full range of banking, mortgage, and wealth management services. As of March 31, 2026, United Community Banks, Inc. had $28.2 billion in assets and operated 200 offices across Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee. The company also manages a nationally recognized SBA lending franchise and a national equipment finance subsidiary, extending its reach to businesses across the country. United Community is the most awarded bank in the Southeast for Retail Banking Customer Satisfaction by J.D. Power, earning more awards than any other bank in the region, including recognition in 12 of the last 17 years. The company has also been named one of the “Best Banks to Work For” by American Banker for nine consecutive years. In commercial banking, United Community earned multiple 2026 Greenwich Best Bank awards for Small Business Banking. Forbes has consistently named United Community among the World’s Best and America’s Best Banks. Learn more at ucbi.com.
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About Navitas
Navitas is an equipment finance business wholly-owned by United Community Banks, Inc. Navitas specializes in financing essential-use, small-dollar equipment purchases for small and mid-sized businesses. As of March 31, 2026, Navitas had $1.8 billion in owned receivables and operated with 207 employees across six locations. Navitas was founded in 2008 and is headquartered in Ponte Vedra, Florida.
About Wafra Inc.
Wafra is a global alternative investment manager with approximately $30 billion of assets under management across a range of alternative assets, including strategic partnerships, real assets and infrastructure, and real estate. By providing flexible and accretive capital solutions and focusing on long-term partnerships, Wafra aligns and partners with high quality asset owners, companies, and management teams. Headquartered in New York, Wafra has additional offices in London and Bermuda.
Caution About Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,” “likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include, but are not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial projections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value per share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions that underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond United’s control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements.
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Factors that could cause or contribute to such differences include, but are not limited to, the following:
| · | the risk that the Transaction may not be completed on the currently anticipated terms or at all, including due to the failure to satisfy closing conditions or obtain required regulatory approvals; |
| · | the risk that any financial benefits from the Transaction may not be realized or may take longer than anticipated to be realized; |
| · | the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement; |
| · | the effect of potential adverse reactions or changes to business relationships, including with customers, counterparties, and employees, resulting from the announcement or completion of the Transaction; |
| · | the possibility that the costs, fees, expenses and charges related to the Transaction may be unexpected or greater than anticipated; |
| · | diversion of management’s attention from ongoing business operations; |
| · | the risk of potential litigation or regulatory action related to the Transaction; |
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| · | negative economic and political conditions that adversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of nonperforming assets, charge-offs and provision expense; |
| · | changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments; |
| · | the potential effects of pandemics or public health conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental authorities to address these conditions; |
| · | strategic, market, operational, liquidity and interest rate risks associated with our business; |
| · | potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Board of Governors of the Federal Reserve System, replacement or reform of other interest rate benchmarks, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets; |
| · | any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate; |
| · | our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate; |
| · | the risks of expansion into new geographic or product markets; |
| · | risks with respect to our ability to identify and complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations that we acquire; |
| · | our ability to attract and retain key employees; |
6
| · | competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions; |
| · | losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees; |
| · | cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation; |
| · | our reliance on third parties to provide key components of our business infrastructure and services required to operate our business; |
| · | the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market, including those accelerated by the use of artificial intelligence and machine learning; |
| · | the availability of and access to capital, particularly if there were to be increased capital requirements or enhanced regulatory supervision; |
| · | legislative, regulatory or accounting changes that may adversely affect us; |
| · | volatility in the allowance for credit losses resulting from the current expected credit losses methodology, either alone or as that may be affected by conditions affecting our business; |
| · | adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future legislation, litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto; |
| · | government shutdowns, the effect of which could delay legislative activities or regulatory approval processes that could be harmful to our customers, business activities and strategic initiatives; |
7
| · | any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill; |
| · | limitations on our ability to declare and pay dividends and other distributions from United Community Bank to United, which could affect United’s liquidity, including its ability to pay dividends to shareholders or take other capital actions; |
| · | the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change and weather related events, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs; and |
| · | other risks and uncertainties disclosed in documents filed or furnished by us with or to the U.S. Securities and Exchange Commission (“SEC”), any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements. |
Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by United with the SEC, which are available on the SEC website at www.sec.gov.
Many of these factors are beyond United’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this press release, which speaks only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise.
United qualifies all forward-looking statements by these cautionary statements.
8
Exhibit 99.2
| Member FDIC. © 2026 United Community Bank | ucbi.com United Community Enters Into an Agreement to Sell Navitas Sharpens Strategic Focus on Core Business and Enhances Shareholder Value June 12, 2026 1 |
| Member FDIC. © 2026 United Community Bank | ucbi.com This Report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical or current fact nor are they assurances of future performance and generally can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” “anticipates,” “assumes,” “illustrates,” “likely,” “predict,” “continue” or similar expressions. Examples of forward-looking statements include, but are not limited to, statements United makes about (i) the completion and anticipated benefits of the Transaction, (ii) financial projections and the pro forma financial impact of the Transaction, including impacts on earnings or loss per share, tangible book value per share, and common equity tier 1 capital, (iii) United’s plans, objectives and strategies, and (iv) the assumptions that underlie United’s forward-looking statements. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Because forward-looking statements relate to the future, they are subject to known and unknown risks, uncertainties, assumptions, and changes in circumstances, many of which are beyond United’s control, and that are difficult to predict as to timing, extent, likelihood and degree of occurrence, and that could cause actual results to differ materially from the results implied or anticipated by the statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: • the risk that the Transaction may not be completed on the currently anticipated terms or at all, including due to the failure to satisfy closing conditions or obtain required regulatory approvals; • the risk that any financial benefits from the Transaction may not be realized or may take longer than anticipated to be realized; • the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement; • the effect of potential adverse reactions or changes to business relationships, including with customers, counterparties, and employees, resulting from the announcement or completion of the Transaction; • the possibility that the costs, fees, expenses and charges related to the Transaction may be unexpected or greater than anticipated; • diversion of management’s attention from ongoing business operations; • the risk of potential litigation or regulatory action related to the Transaction; • negative economic and political conditions that adversely affect the general economy, the banking sector, housing prices, the real estate market, the job market, consumer confidence, the financial condition of our borrowers and consumer spending habits, which may affect, among other things, the levels of nonperforming assets, charge-offs and provision expense; • changes in loan underwriting, credit review or loss policies associated with economic conditions, examination conclusions or regulatory developments; • the potential effects of pandemics or public health conditions on the economic and business environments in which we operate, including the impact of actions taken by governmental authorities to address these conditions; • strategic, market, operational, liquidity and interest rate risks associated with our business; • potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Board of Governors of the Federal Reserve System, replacement or reform of other interest rate benchmarks, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets; • any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate; • our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate; • the risks of expansion into new geographic or product markets; • risks with respect to our ability to identify and complete future mergers or acquisitions as well as our ability to successfully expand and integrate those businesses and operations that we acquire; • our ability to attract and retain key employees; • competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions; • losses due to fraudulent and negligent conduct of our customers, third-party service providers or employees; • cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation; • our reliance on third parties to provide key components of our business infrastructure and services required to operate our business; • the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market, including those accelerated by the use of artificial intelligence and machine learning; • the availability of and access to capital, particularly if there were to be increased capital requirements or enhanced regulatory supervision; • legislative, regulatory or accounting changes that may adversely affect us; • volatility in the allowance for credit losses resulting from the current expected credit losses methodology, either alone or as that may be affected by conditions affecting our business; • adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future legislation, litigation, regulatory proceedings, examinations, investigations, or similar matters, or developments related thereto; • government shutdowns, the effect of which could delay legislative activities or regulatory approval processes that could be harmful to our customers, business activities and strategic initiatives; • any matter that would cause us to conclude that there was impairment of any asset, including intangible assets, such as goodwill; • limitations on our ability to declare and pay dividends and other distributions from United Community Bank to United, which could affect United’s liquidity, including its ability to pay dividends to shareholders or take other capital actions; • the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation or recession, terrorist activities, wars and other foreign conflicts, climate change and weather related events, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs; and • other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements. Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by United with the U.S. Securities and Exchange Commission ("SEC"), which are available on the SEC website at www.sec.gov. Many of these factors are beyond United’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place any undue reliance on any such forward-looking statements. We do not intend to and, except as required by law, hereby disclaim any obligation to update or revise any forward-looking statement contained in this Report, which speaks only as of the date of its filing with the SEC, whether as a result of new information, future events, or otherwise. United qualifies all forward-looking statements by these cautionary statements. 2 Caution About Forward-Looking Statements |
| Member FDIC. © 2026 United Community Bank | ucbi.com 1 Attractive Monetization of a Strong, but Non-Core, Asset 2 Meaningfully Reduces Risk Profile of Loan Portfolio 3 Strengthens United Community’s Capital and Liquidity Position 4 Prioritizes Core Organic Growth and Enhances Financial Flexibility Continued Focus on Core Banking Business with Enhanced Strategic Flexibility 3 Attractive valuation supported by robust growth and stewardship of business under United Community ownership since 2018 Capitalizes on strong market interest for high-quality equipment finance platforms Allows greater focus of resources, management attention, and capital on core relationship banking business, where United Community has clear competitive strengths $1.9bn / ~7%(1) Purchase Price / Premium to Par +$109mm(2) One-Time Pre-Tax Earnings Impact +145bps CET1 Capital +$1.9bn Incremental Liquidity Additive to United Community’s already strong capital ratios through gain on sale, ALLL release, and reduction in risk-weighted assets Sale of business to have no impact on deposit base Differentiated liquidity and capital position for United Community to opportunistically advance core growth initiatives ~50% of NCOs Navitas as % of NCOs (LTM as of 1Q’26) 0.12% NCOs ex Navitas (LTM as of 1Q’26) Enhances United Community’s credit profile, reducing potential earnings volatility and supporting a lower capital target over time Cash proceeds of $1.9bn expected to be reinvested in securities portfolio with an aggregate yield of 4.0-4.5% and duration of < 2 years, positioning balance sheet favorably for evolving rate environment (1) Reflects estimated purchase price and premium based on 3/31/26 financials. (2) Includes expected release of $42mm of ALLL. (3) Reflects illustrative CET1 capital ratio as of Q1’26 pro forma for sale of Navitas and acquisition of Peach State, which are expected to close in Q3’26. Continued allocation of resources to United Community’s highest-value segment, core banking relationships Significant upside potential from continued expansion of commercial banking business supported by incremental banker hiring and normalization of Loan / Deposit and capital ratios Enhances flexibility for potential balance sheet optimization, share repurchases, and / or strategic M&A 74% Pro Forma Loans / Deposits 14.5%(3) Pro Forma CET1 Capital Ratio |
| Member FDIC. © 2026 United Community Bank | ucbi.com Sale of Navitas - Estimated One-Time Impact ($mm) Estimated Purchase Price $1,936 (-) Loans & Leases Sold (Par Value) 1,807 (-) Capitalized Origination Costs 52 Pre-Tax Gain on Sale (Impact at Close) $77 (+) ALLL Release (Impact in Q2'26) 42 (+) Other Transaction Adjustments (10) One-Time Pre-Tax Earnings Impact +$109 Tax Impact 27 One-Time Post-Tax Earnings Impact +$81 TBVPS Impact +$0.67 Business and Transaction Overview 4 Note: Financial information, including estimated one-time earnings impact, as of 3/31/26. Final purchase price may differ based on balance sheet figures as of close and customary purchase price adjustments. (1) Reflects par value of loan portfolio sold, excluding capitalized origination costs. United Community to retain approximately ~2% of loan portfolio. (2) No impact to intangibles expected, given transaction qualifies as asset sale for accounting purposes. (3) Excludes purchase price adjustments for Navitas non-portfolio assets / liabilities sold, which will be neutral to the one-time earnings impact. (4) Represents estimated transaction-related expenses. (5) Per share impact based on estimated share count pro forma for Peach State acquisition. Overview of Wafra Global alternative investment manager focused on Strategic Partnerships, Real Assets & Infrastructure, and Real Estate with $30bn of AUM Founded in 1985 and headquartered in New York, NY Business Overview Navitas Credit Corp, an equipment finance subsidiary of United Community, specializes in financing essential-use, small-dollar equipment for small and mid-sized businesses NLFC Reinsurance, a captive reinsurance subsidiary of United Community, drives incremental earnings and capital efficiency through disciplined risk retention and reinsurance strategies 207 employees and 6 locations Experienced significant growth since United Community’s acquisition, with an 18% loan CAGR since 2018 Founded in 2008 and headquartered in Ponte Vedra, FL Transaction Overview Sale of Navitas Credit Corp. and NLFC Reinsurance Corp., including a $1.8bn equipment finance portfolio(1) and substantially all other assets and liabilities(2) Cash purchase price of $1.9bn, representing a ~7% premium to the par value of Navitas’ loan portfolio Estimated transaction expenses of ~$10mm The acquiror is Navitas TopCo LLC, a newly formed acquisition vehicle owned by funds managed by Wafra Inc. Closing expected in Q3 2026 (5) (3) (4) Navitas' Key Financials as of Q1'26 ($mm) Loan Interest Income $39 Non-Interest Income 4 Gross Revenue $43 Provision Expense 3 Non-Interest Expenses 9 Reference: Net Charge-Offs 6 Total Loans (GAAP) $1,897 % of United Community Loans 10% Wtd. Average Yield 8.35 |
| Member FDIC. © 2026 United Community Bank | ucbi.com Earnings per Share $0.70 $0.65 $0.72 ~(9%) $0.69 - $0.73 Adjusted Q1'26 Sale of Navitas Pro Forma Q1'26 Pro Forma for Cap. Deployed Over Time Pro Forma Financial Impact 5 Illustrative Financial Impact as of Q1’26 After closing, United Community will explore various capital deployment alternatives including: Continued organic growth of core community banking franchise Balance sheet optimization and incremental share repurchases Opportunistic M&A consistent with established strategy of small, in-market transactions United Community expects Navitas EPS impact to be offset as excess capital is deployed over time, while concurrently lowering the risk profile of the franchise Operating Earnings per Share (1) (1) Estimated adjustment of $0.02 includes full impact of Peach State acquisition, inclusive of Peach State’s earnings, fully phased-in synergies, purchase accounting, and other merger-related adjustments. Please refer to page 9 for additional detail on non-GAAP reconciliation. (2) Assumes reinvestment of cash proceeds into securities portfolio with an aggregate yield of 4.0-4.5%, duration of < 2 years, and 0-20% risk-weighting. One-time capital and tangible book value impact also assumes the reversal of $42 million of reserves associated with loan portfolio sold. (3) Estimated EPS range pro forma for various capital deployment alternatives, including share repurchases (~$300mm) at current market price ($33.26 as of June 8th, 2026) or deployment at various ROICs (10-12%). Tangible Book Value per Share CET1 Capital Adjusted for Peach State (2) (2) (2) (3) 13.0% 14.5% 13.4% ~145bps Adjusted Q1'26 Sale of Navitas Pro Forma Q1'26 $22.18 $22.56 ~3% $22.85 Adjusted Q1'26 Sale of Navitas Pro Forma Q1'26 |
| Member FDIC. © 2026 United Community Bank | ucbi.com 38% 28% 18% 8% 6% 1% 1% 44% 25% 16% 7% 6% 1% 1% $20.1bn(1) C&I Residential Mortgage Commercial Construction Home Equity Pro Forma Loan Portfolio Composition 6 Loan Yield: 6.00%(2) Loans / Deposits: 81%(2) NCOs (LTM 1Q’26): 0.22%(2) Loan Yield: 5.77% Loans / Deposits: 74% NCOs (LTM 1Q’26): 0.12% (1) Excludes impact of fair value hedge basis adjustments. (2) Reflects combined United Community and Peach State balances. Does not reflect purchase accounting adjustments. Pre-Transaction Loan Portfolio (Q1’26)(2) Pro Forma Loan Portfolio (Q1’26)(2) CRE Resi. Construction Other Consumer $18.2bn(1) Residential C&I Mortgage Commercial Construction Home Equity CRE Resi. Construction Other Consumer |
| Member FDIC. © 2026 United Community Bank | ucbi.com 7 |
| Member FDIC. © 2026 United Community Bank | ucbi.com 8 Navitas Selected GAAP Financial Information $ in millions FY 2025 Q1'26 Key Portfolio Data Loans & Leases - HFI $1,848 $1,897 Loans & Leases - Serviced 194 180 Managed Loans & Leases, Ending Balance $2,042 $2,077 Income Statement Loan Interest Income $148 $39 Non-Interest Income 18 4 Gross Revenue $166 $43 Provision Expense $19 $3 Total Non-Interest Expense $32 $9 Reference: Net Charge-Offs $21 $6 |
| Member FDIC. © 2026 United Community Bank | ucbi.com 9 Non-GAAP Reconciliation Tables Q1'26 Diluted income per common share reconciliation Diluted income per common share (GAAP) $0.69 Gain on termination of cash flow hedge (0.03) Payroll transition bonus 0.04 FDIC special assessment accrual reversal (0.01) Merger-related and other charges 0.01 Diluted income per common share - operating 0.70 Estimated impact of Peach State acquisition, fully phased in 0.02 Adjusted diluted income per common share - operating $0.72 Book value per common share reconciliation Book value per common share (GAAP) $30.54 Effect of goodwill and other intangibles (7.98) Tangible book value per common share 22.56 Estimated impact of Peach State acquisition (0.38) Adjusted tangible book value per share $22.18 Note: For additional information, please refer to United Community’s March 2026 Form 10-Q. |
