Form 8-K

8-K — UNITED COMMUNITY BANKS INC

Accession: 0001104659-26-082469

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0000857855

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

July 10, 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 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.

Item 8.01 Other Events.

On July 10, 2026, United Community

Banks, Inc., a Georgia corporation (“United” or the “Company”) and Peach State Bancshares, Inc. (“Peach

State”) issued a joint press release (the “Press Release”) announcing that the election deadline for Peach State shareholders

of record to elect the form of consideration that they prefer to receive as merger consideration pursuant to the Agreement and Plan of

Merger, dated as of April 20, 2026, by and between United and Peach State (the “Merger Agreement”) is 5:00 p.m. Eastern Time

on July 20, 2026. The Press Release also announced that United has received all required regulatory approvals to acquire Peach State and

that the closing of the transaction is expected to occur on August 3, 2026, subject to the satisfaction or waiver of the remaining closing

conditions set forth in the Merger Agreement, including the approval of Peach State shareholders. A copy of the Press Release is attached

as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Forward-Looking Statements

This filing contains forward-looking

statements, which address a variety of subjects including, for example, the expected timing of the closing of the proposed transaction

between United Community Banks, Inc. (“United”) and Peach State Bancshares, Inc. (“Peach State”). Statements that

are not historical facts, including statements about United and Peach State beliefs, plans and expectations, are forward-looking statements.

Such statements are based on current expectations of United and Peach State management and are subject to a number of factors and uncertainties,

which could cause actual results to differ materially from those described in the forward-looking statements. The following important

factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking

statements: the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the occurrence

of any event that could give rise to the termination of the merger agreement; the risk of shareholder litigation relating to the proposed

transaction, including resulting expense or delay. For additional information about factors that could cause actual results to differ

materially from those described in the forward-looking statements, please refer to United filings with the Securities and Exchange Commission

(“SEC”), including the risk factors contained in the most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K

of United. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required

by law, neither United nor Peach State undertakes any obligation to update forward-looking statements made by it to reflect new information,

subsequent events or circumstances.

Important Other Information

In connection with the proposed

transaction, United has filed and will file relevant information with the SEC. United has filed with the SEC a registration statement

on Form S-4 (Registration No. 333-296306) (the “registration statement”) containing a proxy statement of Peach State that

also constitutes a prospectus of United (the “proxy statement/prospectus”). INVESTORS AND SECURITY HOLDERS OF PEACH STATE

ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT UNITED, PEACH STATE AND THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus

has been sent to Peach State shareholders.

The registration statement,

proxy statement/prospectus and other documents filed by United with the SEC may be obtained free of charge at United’s website at

www.ucbi.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from United by requesting

them by mail at United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601, Attention: Jefferson Harralson,

or by telephone at (864) 240-6208.

-2-

Participants in the Solicitation

Peach State, United and certain

of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from Peach State shareholders

in connection with the proposed transaction.

Information regarding the

persons who may be deemed to be participants in the solicitation of Peach State shareholders in connection with the proposed transaction,

including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus.

Information about the directors

and executive officers of United and their ownership of United common stock is set forth in the United Annual Report on Form 10-K for

the fiscal year ended December 31, 2025, which was filed with the SEC on February 17, 2026, and its definitive proxy statement for the

United 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026.

Non-Solicitation

This communication shall not

constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.

Description of Exhibit

99.1

Press Release, issued July 10, 2026.

104

The cover page from this Current Report on Form 8-K, formatted in Inline

XBRL.

-3-

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: July 10, 2026

-4-

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620173d1_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. ANNOUNCE ELECTION DEADLINE FOR PEACH STATE SHAREHOLDERS TO ELECT FORM OF MERGER CONSIDERATION AND EXPECTED

CLOSING DATE

GREENVILLE, SC – July 10, 2026 –

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

today the election deadline by which Peach State shareholders of record may elect the form of consideration that they prefer to receive

as merger consideration pursuant to the Agreement and Plan of Merger, dated as of April 20, 2026, by and between United and Peach State

(the “Merger Agreement”). The election deadline is 5:00 p.m. Eastern Time on July 20, 2026. United and Peach State also announced

that United has received all required regulatory approvals to acquire Peach State and that the closing of the transaction is expected

to occur on August 3, 2026, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement,

including the approval of Peach State shareholders.

Peach State shareholders of record wishing to

make an election must deliver to Continental Stock Transfer & Trust Company (“Continental”) a properly completed election

form and letter of transmittal and any other applicable election materials including their Peach State stock certificates by the election

deadline of 5:00 p.m. Eastern Time on July 20, 2026. Peach State shareholders who are missing Peach State stock certificates may submit

a properly completed election form and letter of transmittal and a notice of guaranteed delivery by the election deadline and then must

ensure their stock certificates (or replacement certificates) are received by Continental by 5:00 p.m., Eastern Time on July 27, 2026.

Each Peach State shareholder will be entitled

to receive, for each share of Peach State common stock held immediately prior to the effective time of the merger, (i) $31.75 in cash

(subject to applicable withholding tax), without interest, or (ii) 0.8978 shares of common stock, par value $1.00 per share of United

(together, the “merger consideration”). The merger consideration is subject to proration so that the overall consideration

received by Peach State shareholders is 50% cash and 50% United stock.

Each Peach State shareholder will receive cash

in lieu of any fractional shares of United common stock that such shareholder otherwise would be entitled to receive. Each Peach State

shareholder that does not submit properly completed election materials to Continental by the election deadline will be treated

as non-election shares and will receive the cash consideration or the stock consideration in accordance with the allocation and proration

procedures described in the Merger Agreement.

All of the documents necessary to make an election

were previously mailed to Peach State shareholders of record as of June 1, 2026. Peach State shareholders of record with questions regarding

the election process should contact Continental at 800-509-5586 as soon as possible.

A more detailed description of the merger consideration

and the allocation and proration procedures applicable to elections is contained in the parties’ proxy statement/prospectus dated

June 10, 2026. Peach State shareholders are urged to read the proxy statement/prospectus carefully and in its entirety. Copies of the

proxy statement/prospectus may be obtained free of charge by following the instructions below under “Important Other Information.”

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.

Forward-Looking Statements

This press release contains

forward-looking statements, which address a variety of subjects including, for example, the expected timing of the closing of the proposed

transaction between United Community Banks, Inc. (“United”) and Peach State Bancshares, Inc. (“Peach State”).

Statements that are not historical facts, including statements about United and Peach State beliefs, plans and expectations, are forward-looking

statements. Such statements are based on current expectations of United and Peach State management and are subject to a number of factors

and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following

important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking

statements: the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the occurrence

of any event that could give rise to the termination of the merger agreement; the risk of shareholder litigation relating to the proposed

transaction, including resulting expense or delay. For additional information about factors that could cause actual results to differ

materially from those described in the forward-looking statements, please refer to United filings with the Securities and Exchange Commission

(“SEC”), including the risk factors contained in the most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K

of United. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required

by law, neither United nor Peach State undertakes any obligation to update forward-looking statements made by it to reflect new information,

subsequent events or circumstances.

Important Information About the Merger and Where to Find It

In connection with the Merger, United filed with

the SEC a registration statement on Form S-4 on May 28, 2026, which was declared effective on June 10, 2026, that includes

a proxy statement of Peach State to be sent to Peach State’s shareholders seeking their approval of the Merger Agreement.

The registration statement contains 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 IS A PART OF THE REGISTRATION STATEMENT 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 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 are 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 https://www.peachstate.bank/. Copies of the definitive proxy statement/prospectus are also 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) 536-1100.

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. Free copies of this document may be obtained as described above.

Non-Solicitation

This communication shall not

constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended.

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