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.
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. |
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
