STOCK TITAN

United Community (NYSE: UCB) plans $100.8M Peach State Bancshares deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

United Community Banks, Inc. plans to acquire Peach State Bancshares, Inc., parent of Peach State Bank & Trust, in a stock-and-cash merger valued at $100.8 million. Peach State shareholders may elect $31.75 in cash or 0.8978 United shares per Peach State share, subject to a 50% stock / 50% cash proration.

Peach State Bank, based in Gainesville, Georgia, had $788 million in assets, $498 million in loans and $713 million in deposits as of March 31, 2026. United, with $28.2 billion in assets and 200 offices across six Southeastern states, expects the deal to significantly expand its Gainesville market presence.

The merger is projected to increase United’s earnings per share in 2027 by about $0.09 (around 3%), or about $0.12 (around 4%) if United repurchases enough shares to offset dilution. The transaction targets an internal rate of return above 25% and is expected to close in the third quarter of 2026, subject to Peach State shareholder and regulatory approvals and customary conditions.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger value $100.8 million Aggregate implied value of Peach State transaction based on UCB stock at $34.15 on April 17, 2026
Cash consideration per share $31.75 per share Cash election amount for each Peach State common share, subject to 50% cash proration
Stock exchange ratio 0.8978 shares United shares received for each Peach State share electing stock, subject to 50% stock proration
Peach State assets $788 million Total assets of Peach State Bank & Trust as of March 31, 2026
United Community assets $28.2 billion Total assets of United Community Banks, Inc. as of March 31, 2026
Projected EPS accretion $0.09–$0.12 per share Estimated increase to United’s 2027 EPS (~3% or ~4% with share repurchases)
Loan mark $14.6 million (2.87%) Total gross marks on Peach State loans, including rate and credit marks, at closing
Expected cost savings $7.1 million Approximately 40% of Peach State’s estimated FY2026 noninterest expense
Agreement and Plan of Merger regulatory
"announcing their entry into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
core deposits financial
"Low loan / deposit ratio of 73%; more than 95% ($668 million) of total deposits are core deposits"
Core deposits are the stable, everyday customer balances a bank keeps—like checking and savings accounts and regular business deposits—that are unlikely to be withdrawn suddenly. Think of them as a household’s paycheck direct-deposits: predictable, low-cost funding the bank can rely on. For investors, a larger share of core deposits means steadier cash available, lower borrowing needs and interest expenses, and therefore more predictable earnings and lower risk.
internal rate of return financial
"Internal Rate of Return of >25%"
A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.
tangible common equity financial
"Pro Forma TCE ratio of ~10% and Common Equity Tier 1 (“CET1”) Capital Ratio of ~13% at close"
Tangible common equity is the portion of a company’s net worth that belongs to ordinary shareholders after removing intangible items (like goodwill or patents) and any preferred claims; it’s often expressed on a per-share basis. Think of it as the hard, sellable value left for common owners if you removed non-physical assets and paid off debts—investors use it to judge how much real cushion a company has and whether the stock might be under- or over-valued.
core deposit intangible financial
"Anticipated core deposit intangible established of $10.8 million, or 1.50% of core deposits"
Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.
Form S-4 regulatory
"United will file with the SEC a registration statement on Form S-4 that will include a proxy statement"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
false 0000857855 0000857855 2026-04-21 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 ¨

 

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 8.01Other 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.

 

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 9.01Financial 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  

 

 

 

 

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.”

 

1

 

 

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.

 

2

 

 

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.

 

3

 

 

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.

 

4

 

 

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.

 

5

 

 

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.

 

6

 

 

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.

 

7

 

 

 

Exhibit 99.2

 

Member FDIC. © 2026 United Community Bank | ucbi.com Merger Agreement With Peach State Bancshares, Inc. April 21, 2026

 
 

Important Information for Stockholders and Investors This presentation relates to a proposed merger of United Community Banks, Inc . (“United” or “UCB”) and Peach State Bancshares, Inc . (“Peach State” or “Peach”) . In connection with the proposed merger, United intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S - 4 that will include a proxy statement of Peach State to be sent to Peach State’s stockholders seeking their approval of the merger . 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 . A definitive proxy statement/prospectus will also be provided to Peach State’s stockholders as required by applicable law . INVESTORS AND STOCKHOLDERS 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 OR PEACH STATE 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 PROPOSED TRANSACTION . 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 - 2608 , or Peach State Bancshares, Inc . , 121 E E Butler Parkway, Gainesville, GA 30501 , Attn : Ron Quinn, Telephone : ( 770 ) 531 - 2767 . PARTICIPANTS IN THE TRANSACTION Under the rules of the SEC, United and Peach State, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Peach State’s stockholders in favor of the approval of the proposed merger . Information about the directors and executive officers of United and their ownership of United capital stock can be found in United’s definitive proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 1 , 2026 , and other documents subsequently filed by United with the SEC . Information about the directors and executive officers of Peach State and their ownership of Peach State capital stock, as well as information regarding the interests of other persons who may be deemed participants in the transaction, may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available . Free copies of such document may be obtained as described above . 2

 
 

Cautionary Statement About Forward - Looking Statements This communication contains “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E 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 accretive value of the Merger to United’s earnings and the expected timing of the closing of the Merger . 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 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 may 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 a delay in closing the merger or the termination of the merger agreement, ( 4 ) the failure to obtain the necessary approval by the stockholders 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 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 contained in this communication can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward - Looking Statements” and “Risk Factors” in United’s most recent annual reports on Form 10 - K and quarterly reports on Form 10 - Q, and other documents subsequently filed by United with the 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, stockholders and investors should not place any 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 . 3

 
 

Georgia Columbus Waycross Augusta Gainesville Atlanta Macon Savannah Athens Brunswick Peach State Bancshares, Inc. (2) United Community Banks, Inc. (200) 1.87% Cost Pro Forma UCB Gainesville MSA Presence 6 Branches $1.6B deposits 1 Expands Share in Gainesville, Georgia MSA Takes UCB to the leading deposit share in the Gainesville, Georgia MSA, up from number three Increases UCB’s Gainesville deposit base to $1.6 billion, from $864.1 million, an 81.3% increase 1 The Gainesville MSA, with its 227,000 population, enjoyed 11.9% growth from 2020 – 2026 compared to 5.6% for Georgia and 3.5% nationwide Gainesville is Georgia’s second fastest growing MSA and sits ~55 miles northeast of Atlanta. It serves as a regional medical hub, has seen strong manufacturing growth, and draws significant visitor traffic from its close proximity to Lake Lanier Consistent with Our M&A Strategy Transaction consistent with United’s strategy of acquiring high - quality, franchise - enhancing companies in growth markets Great cultural fit – deep commitment to service and strong presence in their communities EPS accretion in 2027 of ~3%, or $0.09 EPS accretion in 2027 of ~4%, or $0.12, assuming that UCB repurchases shares in an amount sufficient to offset the dilution from the shares issued in this transaction 2 Internal Rate of Return of >25% Low loan / deposit ratio of 73%; more than 95% ($668 million) of total deposits are core deposits 3 Enhances both the efficiency ratio and ROTCE Manageable tangible book dilution and earn back period consistent with UCB’s articulated M&A strategy Financially Compelling (1) As of December 31, 2025 (2) Assumes UCB repurchases shares on the open market, pursuant to its existing share repurchase program, in an amount suffic ien t to offset the dilution from the shares issued in this transaction (3) Core deposits defined as total deposits less time deposits greater than $100,000 Note: UCB Branch count includes ten loan production offices Source: S&P Capital IQ Pro; Greater Hall Chamber of Commerce 4 Strengthening Our Position as the Premier Southeastern Banking Franchise Operating in Attractive Growth Markets

 
 

Implied Transaction Metrics and Pro Forma Ownership Expected Closing Key Purchase Accounting and Transaction Adjustments Projected Financial Impact Transaction Expenses EPS accretion in 2027 of ~3%, or $0.09 EPS accretion in 2027 of ~4%, or $0.12, assuming UCB 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 this transaction Pro Forma TCE ratio of ~10% and Common Equity Tier 1 (“CET1”) Capital Ratio of ~13% at close Total gross marks on loans of $14.6 million, or 2.87% of gross loans, including: Interest rate mark of $8.3 million; Gross credit mark of $6.3 million Fixed asset write - up of $4.0 million, amortized straight - line over 30 years Time deposit write - down of $0.2 million, amortized over 1 year Anticipated core deposit intangible established of $10.8 million, or 1.50% of core deposits $11.2 million of pre - tax, one - time expenses (11.1% of transaction value) Price - to - Tangible Book Value: Price - to - 2027E Earnings: Price - to - 2027E Earnings plus Cost Savings: Peach State Pro Forma Ownership: Cash / stock election subject to 50% stock and 50% cash in the aggregate Each share exchanged for stock to receive 0.8978 shares of United common stock Each share exchanged for cash to receive $31.75 Options to be cashed out at closing Implied aggregate transaction value of $100.8 million Anticipate issuing 1.3 million shares of UCB stock to Peach State common shareholders Q3 2026, subject to customary closing conditions including regulatory approval and Peach State shareholder approval 40% of estimated FY2026 non - interest expense, or approximately $7.1 million Estimated Cost Savings Consideration Note: Aggregate transaction value based on UCB’s closing price of $34.15 as of April 17, 2026; Assumes 3,000,542 Peach State shares outstanding and assumes 345,750 outstanding options with a $10.93 weighted average strike price; Transaction multiples and deal metrics based on Dece mbe r 31, 2025 financial data 194% 9.16x 5.97x 1.1% 5 Transaction Highlights

 

 

 

FAQ

What merger did United Community Banks (UCB) announce with Peach State?

United Community Banks announced a definitive agreement to acquire Peach State Bancshares, parent of Peach State Bank & Trust, in a stock-and-cash merger valued at about $100.8 million, expanding United’s presence in the Gainesville, Georgia market and Hall County region.

How will Peach State shareholders be paid in the United Community (UCB) merger?

Each Peach State share can receive either $31.75 in cash or 0.8978 shares of United common stock, with overall consideration prorated so that roughly half of the Peach State shares receive cash and half receive stock, plus cash-out of outstanding Peach State stock options at closing.

What are Peach State Bank’s key financials before the UCB merger?

As of March 31, 2026, Peach State Bank reported total assets of $788 million, total loans of $498 million, and total deposits of $713 million, reflecting a community bank footprint centered on Gainesville and Braselton in Georgia’s fast-growing Hall County.

How will the Peach State merger affect United Community’s (UCB) earnings?

United expects the merger to increase earnings per share in 2027 by about $0.09, or roughly 3%. If United repurchases enough shares to offset dilution from stock issued in the deal, projected EPS accretion rises to about $0.12, or roughly 4%.

When is the United Community (UCB) and Peach State merger expected to close?

The merger is expected to close in the third quarter of 2026, assuming receipt of required regulatory approvals, approval of the merger agreement by Peach State shareholders, and satisfaction of other customary closing conditions outlined in the merger agreement between the two companies.

What cost savings and financial returns does UCB project from the Peach State merger?

United targets cost savings equal to roughly 40% of Peach State’s estimated 2026 noninterest expenses, or about $7.1 million pretax. The transaction is modeled to generate an internal rate of return above 25%, while maintaining a pro forma tangible common equity ratio near 10% at closing.

How does the deal change United Community’s (UCB) position in Gainesville, Georgia?

United already operates in the Gainesville metropolitan area, and the Peach State acquisition would increase its Gainesville deposits to about $1.6 billion and move it to the leading local deposit share position, deepening its presence in a high-growth market northeast of Atlanta.

Filing Exhibits & Attachments

7 documents