1. Basic Information of the Announcement
United Community Banks, Inc. (Stock Code: 0000857855) has disseminated a Form 425 in connection with a proposed merger with Peach State Bancshares, Inc. The announcement references that, on May 28, 2026, United Community Banks, Inc. (“United”) filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which was declared effective on June 10, 2026. The registration statement includes a proxy statement of Peach State Bancshares, Inc. (“Peach State”) to be sent to Peach State’s shareholders to solicit their approval of the merger agreement.
2. Transaction Overview
The transaction under discussion is a proposed merger between United and Peach State. It involves the registration and offering of newly issued shares of United common stock to the shareholders of Peach State as part of the merger consideration. Shareholders of Peach State are encouraged to review the relevant documents filed with the SEC for detailed information regarding the transaction. Copies of the documents may be accessed without charge on the SEC’s website (www.sec.gov), on United’s website (www.ucbi.com), or on Peach State’s website (https://www.peachstate.bank/).
3. Key Transaction Terms
According to the announcement, the proposed merger is subject to approval by Peach State’s shareholders, among other customary conditions. Upon the effective date, Peach State’s shareholders will receive shares of United common stock as detailed in the prospectus included in the registration statement on Form S-4. The exact share exchange ratio and any additional conditions for closing are included in the proxy statement/prospectus, which is available for shareholders and investors to review. The registration statement was filed on May 28, 2026, and declared effective on June 10, 2026.
4. Company Statements and Forward-Looking Statements
The announcement notes that certain statements within the disclosure may be deemed “forward-looking statements,” which are subject to significant risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties may include, but are not limited to, the timing and success of the merger, regulatory approvals, and other factors beyond the control of United or Peach State. Neither United nor Peach State undertakes any obligation to update or revise such statements, except as required by law. Any forward-looking statements speak only as of the date of this communication, and shareholders and investors are cautioned not to place undue reliance on such statements. New risks and uncertainties may emerge from time to time, and it is not possible for either company to predict their occurrence or their impact.
