Form 8-K

8-K — UNITED COMMUNITY BANKS INC

Accession: 0001104659-26-045707

Filed: 2026-04-21

Period: 2026-04-21

CIK: 0000857855

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2612284d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612284d1_ex99-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2612284d1_ex99-1.pdf)

EX-99.2 — EXHIBIT 99.2 (tm2612284d1_ex99-2.htm)

EX-99.2 — EXHIBIT 99.2 (tm2612284d1_ex99-2.pdf)

GRAPHIC (tm2612284d1_ex99-1img01.jpg)

GRAPHIC (tm2612284d1_ex99-2img001.jpg)

GRAPHIC (tm2612284d1_ex99-2img002.jpg)

GRAPHIC (tm2612284d1_ex99-2img003.jpg)

GRAPHIC (tm2612284d1_ex99-2img004.jpg)

GRAPHIC (tm2612284d1_ex99-2img005.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2612284d1_8k.htm · Sequence: 1

false

0000857855

2026-04-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 ¨

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. ¨

Item

8.01 Other

Events.

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.

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.

UNITED COMMUNITY BANKS, INC.

By:

/s/ Jefferson L. Harralson

Jefferson L. Harralson

Executive Vice President and

Chief Financial Officer

Date: April 21, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612284d1_ex99-1.htm · Sequence: 2

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. AND

PEACH STATE BANCSHARES, INC., THE PARENT OF PEACH STATE BANK & TRUST,

ANNOUNCE MERGER AGREEMENT

GREENVILLE, SC – April 21, 2026

– United Community Banks, Inc. (NYSE: UCB) (“United”) and Peach State Bancshares, Inc. (“Peach State”)

announced today the execution of a definitive merger agreement (the “Merger Agreement”) pursuant to which United will acquire

Peach State, and its wholly-owned subsidiary, Peach State Bank & Trust (“Peach State Bank”), in a stock and cash

transaction (the “Merger”).

Peach State Bank is headquartered in Gainesville,

Georgia, a fast-growing city in Hall County, located approximately fifty miles northeast of Atlanta. Founded in 2005, Peach State Bank

has been built on a foundation of exceptional customer service and community commitment. It is an established and respected franchise

with an experienced management team led by President and Chief Executive Officer Ron Quinn. Peach State Bank’s high-touch, personalized

approach to customer service is delivered to retail and business customers across two locations in Hall County, with branches in Gainesville

and Braselton. As of March 31, 2026, Peach State Bank reported total assets of $788 million, with total loans of $498 million, and

total deposits of $713 million.

“We are very pleased to join forces with

Peach State to strengthen our presence in Gainesville, which is an outstanding area,” said Lynn Harton, Chairman and Chief Executive

Officer of United. “United's culture and Peach State's culture fit seamlessly together, where we share a deep commitment to service

and a strong presence in the communities we serve. Because we already operate in the Gainesville area, this partnership creates a unique

opportunity to learn from one another, combine local knowledge, and deepen our impact. Together, we will build even stronger, service-minded

teams focused on improving our communities - one customer at a time.”

Ron Quinn, President and Chief Executive Officer

of Peach State Bank, stated, “We have spent many years building a strong team and serving our customers in Hall County. As we considered

potential partners to help move us into the next phase of our growth, it became clear that United Community was by far the best strategic

fit. Their focus on the needs of the customer, combined with their larger balance sheet and expanded product and service offerings, will

ensure that our customers continue to receive best in class service. They are also very focused on creating a great place to work for

great people, and I know that there will be a strong culture fit across our two teams. I am excited about our partnership with United,

and I believe that the combination of our teams will result in tremendous success for both parties and our customers.”

Under the terms of the Merger Agreement, Peach

State shareholders will be entitled to elect to receive either the per share cash consideration of $31.75 or the per share stock consideration

of 0.8978 shares of United common stock for each share of Peach State common stock outstanding, subject to proration such that fifty percent

of the Peach State shares will receive stock consideration and fifty percent of the shares will receive cash consideration. Additionally,

stock options will be cashed out at closing. Based on United’s stock price of $34.15 on April 17, 2026, the aggregate value

of the Merger is $100.8 million.

The Merger is expected to be accretive to United’s

earnings per share by approximately $0.09 per share in 2027, the first full year of combined operations. Assuming that United repurchases

shares on the open market, pursuant to its existing share repurchase program, in an amount sufficient to offset the dilution from the

shares issued in the transaction, the Merger is expected to be accretive to United’s earnings per share by approximately $0.12 per

share in 2027. Additionally, the estimated transaction returns are consistent with United’s stated acquisition criteria pertaining

to tangible book value and targeted internal rates of return. The Merger Agreement was unanimously approved by the boards of directors

of United and Peach State. The Merger is expected to be completed in the third quarter of 2026 and is subject to customary conditions,

including regulatory approval as well as the approval of Peach State’s shareholders.

Hovde Group, LLC acted as financial advisor to

United, and Wachtell, Lipton, Rosen & Katz served as United’s legal advisor. Piper Sandler & Co. served as Peach

State’s financial advisor, and Alston & Bird, LLP served as Peach State’s legal advisor.

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.

About Peach State Bancshares, Inc.

Peach State Bancshares, Inc. is the holding

company for Peach State Bank & Trust. The bank is a full-service bank with two branches located in Hall County, Georgia. Peach

State Bank & Trust has been a true community bank serving the needs of the Hall County community for over 20 years. As of March 31,

2026, Peach State Bank & Trust had $788 million in assets and operated offices in Gainesville and Braselton, Georgia. The company

has been named to Newsweek Magazine’s 2026 list of America’s Best 500 Regional Banks and was one of only three banks

in Georgia to receive the highest 5-Star ranking based on financial strength, customer satisfaction, and community banking performance.

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.