UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 21, 2026
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
| Georgia |
|
001-35095 |
|
58-1807304 |
| (State or other jurisdiction of incorporation) |
|
(Commission file number) |
|
(IRS Employer Identification No.) |
200 East Camperdown Way
Greenville, South Carolina 29601
(Address
of principal executive offices)
Registrant's telephone number, including area code:
(800) 822-2651
Not
applicable
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
| Common stock, par value $1 per share |
UCB |
New York Stock Exchange |
Indicate by check
mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On April 21, 2026, United Community Banks, Inc., a Georgia corporation (“United”) and Peach State Bancshares, Inc., a Georgia corporation (“Peach State”) issued a joint press release (the “Joint Press Release”) announcing their entry into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Peach State will merge with and into United (the “Merger”), with United surviving the Merger as the surviving corporation. Immediately following the Merger, Peach State Bank & Trust, a Georgia state-chartered bank and the wholly-owned subsidiary of Peach State will merge with and into United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of United (the “Bank Merger”) with United Community Bank surviving the Bank Merger as the surviving bank.
A
copy of the Joint Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
In connection with the announcement of the Merger Agreement, United also issued an investor presentation containing supplemental information
regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and which is incorporated
herein by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| |
|
| 99.1 |
Joint Press Release, dated April 21, 2026. |
| |
|
| 99.2 |
Investor Presentation, dated April 21, 2026. |
| |
|
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
* * *
Caution About Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as “may,”
“believe,” “expect,” “anticipate,” “intend,” “will,” “should,”
“plan,” “estimate,” “predict,” “continue” and “potential” or the negative
of these terms or other comparable terminology, and include statements related to the expected timing of the closing of the Merger, the
expected benefits of the Merger and the estimated returns and other financial impacts of the Merger to United. 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.
Factors that could cause or contribute to such
differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not
be realized or take longer than anticipated to be realized, (2) disruption from the Merger of customer, supplier, employee or other
business partner relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement, (4) the failure to obtain the necessary approval by the shareholders of Peach State, (5) the possibility
that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, (6) the ability of United to obtain
required governmental approvals of the Merger on the anticipated timeframe and without the imposition of adverse conditions, (7) reputational
risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (8) the
failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger, (9) the
risks relating to the integration of Peach State’s operations into the operations of United, including the risk that such integration
will be materially delayed or will be more costly or difficult than expected, (10) the risk of potential litigation or regulatory
action related to the Merger, (11) the risks associated with United’s pursuit of future acquisitions, (12) the risk of expansion
into new geographic or product markets, (13) the dilution caused by United’s issuance of additional shares of its common stock in
the Merger, and (14) general competitive, economic, political and market conditions. Further information regarding additional factors
which 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”).
Many of these factors are beyond United’s
and Peach State’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 undue reliance on any such forward-looking statements. Any forward-looking statement speaks
only as of the date of this communication, and neither United nor Peach State undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law. New risks and uncertainties
may emerge from time to time, and it is not possible for United or Peach State to predict their occurrence or how they will affect United
or Peach State.
United and Peach State qualify all forward-looking
statements by these cautionary statements.
Important Information About the Merger and
Where to Find It
In connection with the Merger, United will file
with the SEC a registration statement on Form S-4 that will include a proxy statement of Peach State to be sent to Peach State’s
shareholders seeking their approval of the Merger Agreement. The registration statement also will contain the prospectus of United to
register the shares of United common stock to be issued in connection with the Merger. INVESTORS AND SHAREHOLDERS OF PEACH STATE ARE ENCOURAGED
TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE A PART OF THE REGISTRATION STATEMENT
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY UNITED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
TO THE REGISTRATION STATEMENT AND THOSE OTHER DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITED, PEACH STATE, AND
THE MERGER.
The registration statement and other documents
filed with the SEC may be obtained for free at the SEC’s website (www.sec.gov). You will also be able to obtain these documents,
free of charge, from United at the “Investor Relations” section of United’s website at www.ucbi.com or from Peach State
at Peach State’s website at www.peachstate.bank. Copies of the definitive proxy statement/prospectus will also be made available,
free of charge, by contacting United Community Banks, Inc., P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson Harralson,
Telephone: (864) 240-6208, or Peach State Bancshares, Inc., 121 E. E. Butler Parkway, Gainesville, Georgia 30501, Attn: Ron Quinn,
Telephone: (770) 531-2767.
Participants in the Solicitation
United, Peach State, and certain of their respective
directors and executive officers, under the rules of the SEC may be deemed to be participants in the solicitation of proxies from
Peach State’s shareholders in favor of the approval of the Merger Agreement. Information about such directors and executive officers
of United and their direct or indirect interests, by security holdings or otherwise, can be found under the headings “Director Compensation,”
“Director Independence,” “Executive Compensation,” and “Security Ownership” in United’s definitive
proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 1, 2026 (available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000857855/000110465926038366/tm2520272-3_def14a.htm), and other documents subsequently
filed by United with the SEC. To the extent holdings of United common stock by its directors or executive officers have changed since
the amounts set forth in United’s definitive proxy statement in connection with its 2026 annual meeting of shareholders, such changes
have been or will be reflected in filings with the SEC on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4
(Statement of Changes in Beneficial Ownership) or Form 5 (Annual Statement of Beneficial Ownership of Securities) (which are available
at EDGAR Search Results https://www.sec.gov/edgar/search/#/category=form-cat2&ciks=0000857855&entityName=UNITED%2520COMMUNITY%2520BANKS%2520INC%2520(UCB%252C%2520UCB-PI)%2520(CIK%25200000857855)).
Further information regarding the direct or indirect interests of the directors and executive officers of United, along with information
about the directors and executive officers of Peach State and their direct or indirect interests and information regarding the interests
of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus regarding
the Merger when it becomes available. Free copies of this document may be obtained as described above.
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.
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UNITED COMMUNITY BANKS, INC. |
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By: |
/s/ Jefferson L. Harralson |
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|
Jefferson L. Harralson |
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|
Executive Vice President and |
| |
|
Chief Financial Officer |
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|
| Date: April 21, 2026 |
|
