United Community Banks Director Transfers 2,526 Shares to Family Trust

Director's Stock Transfer to Family Trust Structure

Thomas A. Richlovsky, identified as a director of United Community Banks Inc., initiated a transfer of 2,526 shares of common stock on July 24, 2026. The shares were transferred from Richlovsky's direct ownership to the Thomas A. Richlovsky Trust, dated September 24, 1998, of which Richlovsky serves as trustee. The transfer was conducted at no consideration, with a price of zero dollars per share as disclosed in the regulatory filing. This type of transaction is commonly used for estate planning and wealth management purposes among corporate insiders.

The trust structure provides a mechanism for managing the director's beneficial interest in United Community Banks common stock while maintaining continuity for designated beneficiaries. The disclosure indicates that Richlovsky and his immediate family members are the sole beneficiaries of the trust. By transferring shares into this pre-existing trust, the director has adjusted the form of his ownership without fundamentally altering the underlying beneficial interest in United Community Banks equity. The trustee relationship suggests that the director maintains administrative control over the trust assets.

Richlovsky's Updated Beneficial Ownership Position

Following the July 24, 2026 transfer, Richlovsky's total beneficial ownership in United Community Banks comprises two components. The director retains 2,330 shares of common stock as direct beneficial ownership. Additionally, he holds 38,055 shares indirectly through his beneficial interest in the Thomas A. Richlovsky Trust, bringing his total beneficial position to 40,385 shares of United Community Banks common stock. The indirect holdings represent the result of both the current transfer and any prior share accumulation within the trust structure.

The separation of Richlovsky's holdings between direct and indirect ownership creates distinct reporting categories under securities law. Direct ownership refers to shares held in the individual's own name, while indirect ownership encompasses shares held through entities such as trusts where the individual has beneficial interest. This distinction is material for regulatory purposes and provides transparency regarding the manner in which insiders maintain their stakes in the company. Investors analyzing insider ownership patterns may review both components to assess the director's overall economic interest and commitment to United Community Banks.

Estate Planning Motivation Behind the Transaction

The filing indicates that the transaction was not motivated by a purchase or sale at market prices, but rather represented a transfer of already-owned securities into an existing trust vehicle. No consideration was exchanged, confirming that this was an internal restructuring of ownership rather than a new acquisition or disposition of shares. The trust's establishment date of September 24, 1998 indicates that this estate planning vehicle has been in place for more than two decades, predating this recent transfer by a substantial margin. The use of a trust as a wealth management tool is standard practice among corporate directors and officers seeking to provide orderly succession of assets.

The mechanism of transferring shares to a trust in which the transferor serves as trustee is a recognized estate planning strategy. By placing shares into the trust while retaining trustee responsibilities, Richlovsky maintains administrative oversight while the trust structure provides benefits related to estate administration and family wealth management. The disclosure that Richlovsky and immediate family members are the sole beneficiaries suggests that the trust is designed to maintain the shares within the family unit. This type of arrangement typically facilitates smoother wealth transfer during succession events and may provide clarity regarding beneficiary intentions.

Regulatory Disclosure and Insider Trading Compliance

The disclosure of Richlovsky's share transfer was made on Form 4, the standard regulatory document used to report changes in beneficial ownership by company insiders, directors, and officers. The filing was submitted to the Securities and Exchange Commission on July 28, 2026, four days after the transaction date of July 24, 2026, in compliance with Section 16(a) of the Securities Exchange Act of 1934. The form requires detailed reporting of the transaction code, amount of securities involved, resulting ownership positions, and the nature of the beneficial ownership relationship. This regulatory requirement ensures that investors and market participants receive timely information regarding insider ownership changes at publicly traded companies.

The filing notes that the transaction was not made pursuant to a Rule 10b5-1 trading plan, which is a predetermined program that insiders may establish to facilitate systematic stock purchases or sales while complying with insider trading restrictions. The absence of such a plan indication suggests that this transfer was a discrete transaction outside of any ongoing scheduled trading arrangement. Richlovsky's status as a director obligates him to comply with Section 16 reporting requirements and restrictions on short-swing trading, which generally prohibit directors from profiting from the purchase and sale of company securities occurring within a six-month window. The proper reporting of this transfer demonstrates adherence to these compliance obligations.

Trust Framework and Beneficiary Structure

The Thomas A. Richlovsky Trust, established in 1998, provides the legal framework for the transferred shares. As trustee, Richlovsky has fiduciary responsibilities to manage the trust assets in accordance with the trust document and applicable state law. The designation of Richlovsky and immediate family members as sole beneficiaries creates a closed beneficiary class, distinguishing this arrangement from broader trust structures that might include charity or unrelated parties. This beneficiary structure suggests that the primary objective is to maintain the company shares within the family lineage and to facilitate orderly management of the asset.

The filing disclosures provide transparency regarding the indirect beneficial ownership relationship, allowing investors to understand the mechanisms through which company insiders hold their equity stakes. Beneficial ownership, as defined under securities law, includes not only direct holdings but also shares over which a person has voting control or investment discretion, even if legal title is held elsewhere. By disclosing the trust relationship and Richlovsky's role as trustee, the filing enables market participants to trace the economic interest and voting authority associated with these shares. This transparency supports the regulatory objective of ensuring that investors understand who controls significant equity positions in publicly traded companies.

Implications for Insider Ownership Disclosure

The transfer of shares between direct and indirect ownership categories does not change the underlying economic interest or voting power that Richlovsky exercises with respect to the transferred shares. However, the shift from direct to indirect ownership through a trust structure may have implications for how the company reports aggregate insider holdings in subsequent proxy statements or corporate governance disclosures. Investors monitoring insider ownership trends should be aware that changes in the form of ownership do not necessarily indicate changes in insiders' economic commitment to or confidence in the company. In this case, the transfer appears to reflect estate planning considerations rather than any shift in investment strategy or conviction regarding United Community Banks' future performance.

The filing also serves as a reminder to investors that directors, officers, and beneficial owners holding more than ten percent of a company's equity are required to report their holdings and changes thereto within specific timeframes. These reporting obligations provide ongoing visibility into insider ownership dynamics at publicly traded companies. The detailed information contained in insider trading forms, while often technical and focused on incremental transactions, collectively provides valuable context regarding the degree to which company insiders maintain financial stakes aligned with shareholder interests. This visibility is particularly relevant for investors assessing governance quality and insider commitment at bank holding companies like United Community Banks.

United Community Banks Insider Profile

United Community Banks Inc., with its principal office at 200 East Camperdown Way in Greenville, South Carolina, is a bank holding company traded on the New York Stock Exchange under the ticker symbol UCB. The company operates through a network of community-focused banking operations across multiple states. Thomas A. Richlovsky's role as a director places him among the company's governance leadership, responsible for overseeing management performance, strategic direction, and shareholder interests. Directors of bank holding companies face particular scrutiny regarding their equity holdings, given the regulatory emphasis on alignment between insider economic interests and depositor and shareholder protection.

The disclosure of insider transactions at bank holding companies receives heightened attention from regulators, investors, and analysts due to the importance of robust governance in financial institutions. Director ownership levels and changes in beneficial positions are reviewed as indicators of director confidence and long-term commitment to the institution. By maintaining substantial equity holdings, either directly or indirectly through trust structures, Richlovsky demonstrates an ongoing financial interest in United Community Banks' success. The family trust structure suggests that the director views these holdings as a meaningful asset worthy of careful estate planning and family wealth management, rather than as a temporary speculative position.

Securities Law Context for Form 4 Filings

Form 4 filings are required within two business days of the transaction date for transactions by directors, officers, and ten-percent beneficial owners of companies subject to Section 16 reporting requirements. These filings are designed to provide prompt disclosure of insider trading activity to the market, enabling investors and analysts to track insiders' actions and assess market implications. The form requires detailed accounting of each transaction, including the security involved, transaction date, amount, price, and resulting ownership position. In this case, the filing clearly identifies the nature of the transaction as a transfer at no consideration, distinguishing it from market-based purchases or sales that might signal insider confidence or concern regarding company valuation.

The regulatory regime governing insider transactions reflects a balance between encouraging insider ownership—which can align management and director interests with shareholders—and preventing abuse through insider trading or manipulation. By requiring prompt public disclosure of all material insider transactions, the SEC framework promotes market efficiency and investor protection. The two-day filing window, measured from the transaction date, means that investors receive information about insider trading relatively quickly after it occurs. However, the brief delay also provides insiders with a short window to structure complex transactions before disclosure becomes public. In this particular case, the transfer to a pre-existing family trust appears straightforward and unambiguous in its estate planning motivation.