📰 What This Document Is 📜

This document is a critical, immediate announcement detailing a definitive merger agreement between two major regional banks: United Community Banks, Inc. (UCB), and Peach State Bancshares, Inc. (Peach State). Merger announcements are significant because they signal massive shifts in market presence, scale, and strategic direction.

Because this is a formal filing, the purpose is to inform the public and shareholders that the two companies plan to combine forces. 👉 This is not a rumor; it is a concrete, board-approved plan to create a much larger banking entity that will be combined using both cash and stock.

🏦 United Community Banks, Inc. Overview 🇺🇸

United Community Banks (UCB) is a large financial holding company that serves as the parent company for United Community, a top 100 U.S. financial institution. They have established themselves as a significant regional player, committed to improving the financial well-being of customers in the Southeast.

• Scale and Reach: As of March 31, 2026, United Community reported total assets of $28.2 billion. This demonstrates their large financial capacity and wide operational scope.
• Footprint: UCB operates 200 offices across several states, including Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee.
• Services: The company provides a full range of services, including banking, mortgage, and wealth management. They also manage nationally recognized lending franchises and an equipment finance subsidiary, expanding their reach beyond traditional branch banking.

🧑‍🤝‍🧑 Peach State Bancshares, Inc. Overview 🌳

Peach State Bancshares, Inc., is the holding company for Peach State Bank & Trust. While much smaller than UCB, Peach State has established itself as a deep-rooted community bank with strong local ties.

• Focus: Peach State Bank & Trust has been serving the needs of the Hall County community in Georgia for over 20 years, highlighting its local expertise and commitment.
• Local Footprint: As of March 31, 2026, the bank operated two branches in Gainesville and Braselton, Georgia.
• Scale: Their reported total assets as of March 31, 2026, were $788 million.
• Recognition: The bank received notable local recognition, including being named to Newsweek Magazine’s 2026 list of America’s Best 500 Regional Banks.

💍 The Merger Agreement Details 🔗

The filing confirms the formal agreement: United will acquire Peach State, and its wholly-owned subsidiary, Peach State Bank & Trust. This transaction is defined as the "Merger."

• Merger Structure: It is structured as a combination of both a stock transaction and a cash transaction.
• Board Approval: The Merger Agreement was unanimously approved by the boards of directors of both United and Peach State, indicating institutional alignment and confidence in the deal.
• Timeline: The Merger is expected to be completed in the third quarter of 2026, although this is subject to necessary regulatory and shareholder approvals.

💰 How Shareholders Are Paid 💵

The filing specifies that Peach State shareholders have a clear choice regarding the compensation they receive. This gives them control over whether they prefer immediate cash or future value tied to United’s stock.

• The Choice: Peach State shareholders can elect to receive either:
  1. Cash: Per share cash consideration of $31.75.
  2. Stock: Per share stock consideration of 0.8978 shares of United common stock.
• Payment Split: The structure dictates that fifty percent (50%) of Peach State shares will receive the stock consideration, and the other fifty percent (50%) will receive cash consideration.
• Additional Consideration: Stock options held by Peach State staff will also be cashed out at the time of closing.

📈 Financial Impact and Value Estimation 💹

The combined financial impact is projected to be positive for United's shareholders. The documents provide detailed estimates for the value and the effect on earnings per share (EPS).

• Total Value: Based on United's stock price of $34.15 on April 17, 2026, the aggregate value of the entire Merger transaction is estimated at $100.8 million.
• EPS Impact (Year 1):
  • The Merger is expected to be accretive to United’s earnings per share (EPS) by approximately $0.09 per share in 2027, which is the first full year of combined operations.
  • This projection improves to approximately $0.12 per share in 2027, assuming United repurchases shares on the open market to offset the dilution from the new shares issued.
• Overall Health: The estimated transaction returns are stated to be consistent with United’s stated acquisition criteria regarding tangible book value and targeted internal rates of return.

🗣️ Management’s Rationale for Merging 🤝

The leadership teams emphasized that the merger is not just about size, but about combining complementary strengths and local knowledge to better serve the community.

• Lynn Harton (UCB Chairman and CEO): Lynn Harton stated that the two companies' cultures "fit seamlessly together, where we share a deep commitment to service and a strong presence in the communities we serve." She highlighted that the merger provides a "unique opportunity to learn from one another, combine local knowledge, and deepen our impact."
• Ron Quinn (Peach State CEO): Ron Quinn praised United, calling it "by far the best strategic fit." He noted that United's "larger balance sheet and expanded product and service offerings" will ensure Peach State customers continue to receive best-in-class service, emphasizing the strong cultural alignment between the two teams.

🔢 Key Financial Metrics as of March 31, 2026 📊

The filing provides specific financial snapshots for both institutions at the time of the announcement, allowing readers to gauge the scale of each organization involved in the merger.

• United Community Banks, Inc. (UCB):
  • Total Assets: $28.2 billion (This figure demonstrates UCB's massive scale and financial depth).
  • Operations: The company operates across multiple states (Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee).
• Peach State Bank & Trust:
  • Total Assets: $788 million (This represents the total value of Peach State's assets prior to the merger).
  • Total Deposits: $713 million (This figure shows the amount of funds deposited by customers at the bank).
  • Total Loans: $498 million (This represents the funds the bank has loaned out to businesses and individuals).

🚨 Regulatory Requirements and Shareholders ⚖️

Merging two financial institutions requires deep scrutiny from regulators and, critically, the approval of the customers and shareholders.

• SEC Filings: United will file a registration statement on Form S-4. This filing includes the proxy statement for Peach State, which is the main document seeking the necessary approval from Peach State's shareholders.
• Investor Warning: Both companies strongly advise that Peach State investors read the Registration Statement, including the Proxy Statement/Prospectus, when it becomes available. These documents contain vital information about both United and the merger itself.
• Participants: Both companies, along with their directors and executive officers, may be deemed "participants" in the solicitation of proxies, which is standard legal language signaling how the transaction is regulated by the SEC.

📞 Next Steps and Contact Information 📬

If you are an investor or shareholder looking for more details, the filing provides specific resources for documentation and human contacts.

• Document Access: All required documents (like the definitive proxy statement/prospectus) are available for free at the SEC’s website (www.sec.gov) and on the investor relations sections of both corporate websites (www.ucbi.com and Peach State’s website).
• Investor Relations (UCB): For general documents, you can contact United Community Banks, Inc., at P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson Harralson, or by phone at (864) 240-6208.
• Investor Relations (Peach State): For general documents, you can contact Peach State Bancshares, Inc., at 121 E. E. Butler Parkway, Gainesville, Georgia 30501, Attn: Ron Quinn, or by phone at (770) 531-2767.

🧠 The Analogy

Think of this merger like two successful local coffee shops—one is a large, regional chain with dozens of locations (United), and the other is a beloved, deeply established local spot (Peach State). The large chain wants the local spot's perfect, authentic neighborhood reputation, while the local spot wants the stability and resources of the large chain. By merging, they don't just get twice the coffee; they combine the big brand's supply chain strength with the small shop's irreplaceable, beloved customer goodwill.

🧩 Final Takeaway

The combined entity will be significantly larger, giving it greater resources and scale. The successful outcome hinges on achieving a "cultural fit" and regulatory approvals, ensuring the combined service model truly meets the needs of the local communities they are joining.