优时比美股招股说明书(2026-06-10版)

To the Shareholders of Peach State Bancshares, Inc.: On April20, 2026, United Community Banks, Inc., which we refer to as United, and Peach StateBancshares, Inc., which we refer to as Peach State, entered into an Agreement and Plan of Merger, which werefer to as the merger agreement, that provides for the acquisition of Peach State by United. Under themerger agreement, Peach State will merge with and into United, with United as the surviving corporation, ina transaction we refer to as the merger. Immediately following completion of the merger, Peach StateBank& Trust, a wholly-owned subsidiary of Peach State, which we refer to as Peach State Bank, will mergewith and into United Community Bank, a wholly-owned subsidiary of United, with United CommunityBank as the surviving bank, in a transaction we refer to as the bank merger. The transaction will strengthenUnited’s presence in the greater Gainesville market. Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effectivetime of the merger (referred as the effective time), each outstanding share of Peach State common stock(except for treasury stock or shares owned by Peach State or United, in each case, other than in a fiduciaryor agency capacity or as a result of debts previously contracted, and shares held by shareholders whoproperly exercise appraisal rights) will be converted into the right to receive, at such shareholder’s electionand subject to proration, (i)$31.75 in cash (subject to applicable withholding tax), without interest (referredto as the cash consideration), or (ii)0.8978 shares of common stock, par value $1.00 per share, which wereferred to as the exchange ratio, of United (referred to as the stock consideration and together with the cashconsideration, the merger consideration). No fractional shares of United common stock will be issued in themerger, and holders of Peach State common stock will be entitled to receive cash in lieu of fractional shares.Additionally, at the effective time, each outstanding option to purchase shares of Peach State common stockgranted under a Peach State equity plan, whether vested or unvested, will be converted into the right toreceive an amount in cash equal to the product of (i)the excess of (x)$31.75 over (y)the exercise price pershare of Peach State common stock subject to such Peach State stock option and (ii)the number of PeachState common shares subject to such Peach State stock option immediately prior to the effective time,without interest and less applicable withholding taxes. Any Peach State stock option that has an exerciseprice per share that is greater than or equal to $31.75, whether vested or unvested, will be cancelled at theeffective time for no consideration or payment in respect thereof. Although the number of shares of Unitedcommon stock that each Peach State shareholder will receive is fixed, the market value of the stockconsideration will fluctuate with the market price of United common stock and will not be known at thetime Peach State shareholders vote on the merger agreement. Based on the exchange ratio, and on theclosing stock price of United common stock of $33.34 as of June 5, 2026, the latest practicable trading daybefore the date of this proxy statement/prospectus, the value of the per share stock consideration payable toholders of Peach State common stock was approximately $29.93 as of such date. We urge you to obtain current market quotations for United (currently traded on The New York StockExchange under the trading symbol “UCB”). Peach State’s common stock is not listed or quoted on anyexchange. Based on the current number of shares of Peach State common stock outstanding as of the date of themerger agreement, United expects to issue approximately 1.3million shares of United common stock toPeach State shareholders upon completion of the merger, which will result in current Peach Stateshareholders owning approximately 1% of United common stock. However, any increase or decrease in thenumber of outstanding shares of Peach State common stock that occurs for any reason before the completionof the merger will cause the actual number of shares of United common stock issued upon completion of themerger to change. The merger cannot be completed unless the merger agreement is adopted and approved by theaffirmative vote of a majority of all the votes entitled to be cast thereon by the holders of outstanding sharesof Peach State common stock. The merger agreement will be voted on at a special meeting of Peach State shareholders, which will beheld on July21, 2026 at 4:00P.M., Eastern Time, at Peach State’s main office, located at 121 E.E. ButlerParkway, Gainesville, Georgia 30501. At the special meeting, holders of Peach State common stock as ofthe close of business on June1, 2026, the record date for the special meeting, are entitled to notice of, andto vote at, the special meeting to adopt and approve the merger agreement as described in thi