Reliant Bancorp (RBNC) DEFM14AProxy related to merger

The U.S. federal income tax consequences described above may not apply to all holders of Reliant common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Upon completion of the merger, each outstanding share of Reliant common stock (except for the excluded shares) will be converted into 0.9842 shares of United common stock. The market value of United common stock, and therefore the merger consideration, will vary from the date United and Reliant announced the merger, to the date that this proxy statement/prospectus is mailed to Reliant shareholders, to the date of the special meeting is held, and to the date the merger is completed. Any change in the market price of United common stock prior to the completion of the merger will affect the market value of the merger consideration that Reliant shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of shares of United common stock or Reliant common stock, provided that Reliant may terminate the merger agreement in certain circumstances relating to a decline in the price of United common stock relative to such price as of the date of the merger agreement and to a bank stock index, provided that United will have a right to increase the merger consideration to a specified amount set forth in the merger agreement to prevent such termination. See “The Merger Agreement — Termination of the Merger Agreement.”

The market price of United’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding United’s operations or business prospects, including market sentiment regarding United’s entry into the merger agreement, as well as changes in general market and economic conditions, changes in geopolitical conditions and changes in the values and perceptions of financial services stocks generally. These risks may be affected by:

Therefore, at the time of the special meeting, you will not know the precise market value of the consideration you will receive at the effective time. You should obtain current market quotations for shares of United common stock and for shares of Reliant common stock.

United and Reliant have operated and, until the completion of the merger, will continue to operate independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on United’s ability to successfully combine and integrate the businesses of United and Reliant in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, or inconsistencies in standards, controls, procedures, and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect United’s ability to successfully conduct its business, which could have an adverse effect on United’s financial results and the value of the United common stock. If United experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause United and/or Reliant to lose customers or cause customers to remove their accounts from United and/or Reliant and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of United and Reliant during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings from the merger could be less than anticipated.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Reliant. It is possible that these employees may decide not to remain with Reliant while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating United and Reliant to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, United may not be able to locate suitable replacements for any key employees who leave the combined company, or to offer employment to potential replacements on reasonable terms.

Reliant shareholders should be aware that some of Reliant’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Reliant shareholders generally. The Reliant board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Reliant shareholders vote in favor of approving the merger agreement.

For a more complete description of these interests, please see “Interests of Reliant’s Directors and Executive Officers in the Merger.”

If the merger agreement is terminated, there may be various consequences. For example, United’s or Reliant’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of United common stock or Reliant common stock could decline to the extent that the current market prices reflect a

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Reliant and, consequently, the combined company. These uncertainties may impair Reliant’s ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with Reliant to seek to change existing business relationships with Reliant. Retention of certain employees by Reliant may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Reliant and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, Reliant has agreed to operate its business in the ordinary course in all material respects and use commercially reasonable efforts to preserve its business organization, employees and advantageous business relationships prior to closing. See “The Merger Agreement — Conduct of Businesses of United and Reliant Prior to Completion of the Merger” for a description of the restrictive covenants applicable to Reliant.

Each of United and Reliant has incurred and will incur substantial expenses in connection with the negotiation of and completion of the transactions contemplated by the merger agreement, including the costs and expenses of filing, printing, and mailing this proxy statement/prospectus and filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, United and Reliant would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement generally prohibits Reliant from initiating, soliciting, knowingly encouraging, or knowingly facilitating certain third-party acquisition proposals. See “The Merger Agreement — No Solicitation.” The merger agreement also provides that Reliant will be required to pay a termination fee in the amount of $18.38 million in the event that the merger agreement is terminated under certain circumstances, including as a result of an adverse recommendation change by the Reliant board. See “The Merger Agreement — Termination Fee.” These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Reliant from considering or proposing such an acquisition.

Reliant shareholders currently have the right to vote in the election of the Reliant board and on other matters affecting Reliant. Upon completion of the merger, each Reliant shareholder who receives shares of United common stock will become a United shareholder, with a percentage ownership of United that is much smaller than such shareholder’s percentage ownership of Reliant. United expects to issue approximately 16,699,563 shares of United common stock in connection with the merger, and that holders of shares of

At the special meeting, Reliant shareholders will be asked to consider and vote upon (a) the Reliant merger proposal, (b) on an advisory (non-binding) basis, the Reliant compensation proposal, and (c) the Reliant adjournment proposal, if necessary or appropriate to solicit additional proxies if, immediately prior to adjournment, there are not sufficient votes to approve the Reliant merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of Reliant common stock.

A complete list of Reliant shareholders entitled to notice of the special meeting will be available for inspection at Reliant’s principal office at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027 during ordinary business hours, beginning two business days after notice of the special meeting. If you would like to examine the list of Reliant shareholders, please contact Reliant’s Corporate Secretary at (615) 221-2087. The list of Reliant shareholders entitled to vote at the special meeting will also be made available for inspection during the special meeting.

If you have any questions or need assistance voting your shares, please contact Jerry Cooksey, Reliant’s Chief Financial Officer, by mail at 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, or by telephone at (615) 221-2087.

Reliant, on behalf of the Reliant board, is soliciting proxies from Reliant shareholders in connection with the special meeting. Reliant will bear the cost of soliciting proxies from you. In addition to solicitation of proxies by mail, Reliant will request that banks, brokerage firm, nominees and other record holders send proxies and proxy materials to the beneficial owners of Reliant common stock and secure their voting instructions. In addition to solicitation by mail, directors, officers, and employees of Reliant may solicit proxies for the special meeting from Reliant shareholders personally or by telephone, the Internet or other electronic means. However, Reliant’s directors, officers and employees will not be paid any special or extra compensation for soliciting such proxies.

No person is authorized to give any information or to make any representation not contained in this proxy statement/prospectus and, if given or made, any such information or representation should not be relied upon as having been authorized by Reliant, Reliant Bank, United, United Community Bank, or any other person.

Dissenters’ rights are not available to holders of shares of Reliant common stock in connection with the merger.

Each of the United board of directors and the Reliant board has unanimously adopted and approved the merger agreement. Under the merger agreement, Reliant will merge with and into United, with United continuing as the surviving corporation. Immediately following the completion of the merger, Reliant Bank will merge with and into United Community Bank, with United Community Bank continuing as the surviving bank.

In the merger, each share of Reliant common stock issued and outstanding immediately prior to the effective time (other than the excluded shares) will be cancelled and converted into the right to receive 0.9842 shares of United common stock. No fractional shares of United common stock will be issued in connection with the merger, and holders of Reliant common stock will be entitled to receive cash in lieu thereof. The value of the merger consideration is dependent upon the value of United common stock at the effective time, and, therefore, will fluctuate with the market price of United common stock. United expects to issue approximately 16,699,563 shares of United common stock in connection with the merger, and that holders of shares of Reliant common stock immediately prior to the merger will hold, in the aggregate, approximately 15.68% of the issued and outstanding shares of United common stock immediately after the effective time of the merger (which accounts for shares of United common stock issued in connection with United’s recent acquisition of Aquesta but does not account for any shares of United common stock held by Reliant shareholders prior to the merger).

Reliant shareholders are being asked to approve the merger agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the completion of the merger and provisions for terminating or amending the merger agreement. United shareholders are not entitled to voting rights in connection with the merger.

On March 17, 2021, the Reliant board met to discuss strategic direction and possible strategic opportunities available to Reliant. A representative from Reliant’s legal counsel, K&L Gates LLP, which we refer to as K&L Gates, attended the Reliant board meeting. A representative from Evercore presented to the Reliant board certain strategic alternatives available to Reliant, including potential strategic merger partners. At this meeting, the Reliant board authorized representatives of Evercore and members of Reliant’s management team to contact a select group of four financial institutions regarding their interest in a possible strategic partnership with Reliant. These financial institutions were selected by the Reliant board based on a number of factors, including their size, financial resources and performance, likely ability to complete a transaction with Reliant, and expected level of potential interest in pursuing a transaction with Reliant at that time. The Reliant board designated the executive committee of the Reliant board to provide strategic direction and guidance to the Reliant board throughout the process.

Thereafter, as instructed by the Reliant board, at the end of March 2021 and the beginning of April 2021, representatives of Evercore contacted the agreed list of four financial institutions, including United, regarding their interest in a possible business combination with Reliant.

From late March 2021 through early April 2021, Reliant populated a virtual data room, which we refer to as the VDR, to be made available to interested parties that executed a confidentiality agreement.

Following the initial contact, two of the four institutions contacted, including United (the one other interested party we refer to as Party B), expressed interest in receiving nonpublic information about Reliant, and Reliant executed confidentiality agreements, which did not contain standstill provisions, with each of United and Party B on April 6, 2021. The two institutions that did not express an interest in receiving nonpublic information about Reliant indicated that for certain reasons the timing of a potential transaction with Reliant was less than ideal.

From April 7, 2021 through June 2021, Reliant provided United and Party B access to the VDR, which contained certain business, financial, legal and other information of Reliant and Reliant Bank and their subsidiaries.

Effective May 14, 2021, Reliant entered into a letter agreement by which it engaged Raymond James to serve as a financial advisor to Reliant.

On May 15, 2021, each of United and Party B was provided a Phase II process letter requesting that each party submit its final proposal for a transaction with Reliant no later than June 7, 2021, as well as a draft form of merger agreement which each party was asked to comment on no later than June 1, 2021 as part of the broader transaction process.

Effective May 20, 2021, Reliant entered into an engagement letter with Evercore by which it engaged Evercore to serve as a financial advisor to Reliant.

Throughout May and early June 2021, each of United and Party B continued their respective due diligence investigations with respect to Reliant, and each party’s respective representatives held discussions with Reliant’s management team and advisors concerning their respective businesses and prospects, key value drivers and the potential synergies and commercial benefits that could result from a potential combination.

On June 7, 2021, Reliant and its financial advisors and legal counsel conducted reverse due diligence calls with representatives from United and Party B.

Also on June 7, 2021, each of United and Party B submitted its final bid to Reliant. In its bid letter, United proposed an all-stock transaction with a fixed exchange ratio of 0.9842 shares of United common stock for each shares of Reliant common stock, implying a price of $33.95 per share of Reliant common stock, based on the closing price of United’s common stock at that time. United also indicated that it had effectively concluded its due diligence and that it was prepared to execute a definitive agreement and announce the proposed merger around or prior to mid-July 2021. In its bid letter, Party B proposed an all-stock transaction with a fixed exchange ratio implying a price of $33.87 per share of Reliant common stock, based on the closing price of Party B’s common stock at that time. Party B also offered Reliant two board positions on Party B’s board of directors. Party B also indicated that its diligence was substantially complete and that it was prepared to execute a definitive agreement and announce the proposed merger around or prior to mid-July 2021. In the bid letters from both United and Party B, the parties indicated an interest in retaining key members and employees of Reliant; however, neither United nor Party B provided specific details.

On June 9, 2021, a meeting of the Reliant board was held for the Reliant board to review and discuss the final offer letters submitted by United and Party B. This meeting was also attended by members of Reliant senior management and representatives of Evercore, Raymond James, and K&L Gates. A representative of K&L Gates provided members of the Reliant board with an overview of their fiduciary duties in connection with their evaluation of the proposed business combination transactions under consideration. A representative of K&L Gates also presented the Reliant board with a comparison of the revised merger agreements provided by each of United and Party B and provided an overview of the reverse due diligence conducted on United and Party B. Representatives of Evercore and Raymond James reviewed with the Reliant board their preliminary financial analyses around each of the United and Party B proposals. The Reliant board then met without its financial advisors or members of senior management (other than Mr. Ard) present and had an extensive discussion with respect to the final offers of United and Party B, including each institution’s culture and geographic footprint. The board discussed three specific alternatives: (i) remaining independent and continuing on with a growth-focused strategy, including potential headwinds

On June 11, 2021, Reliant and United entered into a negotiated non-binding letter of intent. The letter of intent provided for an all-stock transaction at a fixed exchange ratio of 0.9842 shares of United common stock per share of Reliant common stock. The letter of intent also provided for exclusivity through July 15, 2021.

On June 20, 2021, United provided Reliant with a further revised draft of the definitive merger agreement.

On June 25, 2021, K&L Gates distributed a revised draft of the merger agreement to Nelson Mullins Riley & Scarborough LLP, legal counsel to United, which we refer to as Nelson Mullins. Representatives of K&L Gates and Nelson Mullins held a teleconference on June 29, 2021 to negotiate certain terms of the merger agreement, and on July 2, 2021, Nelson Mullins delivered a revised draft of the merger agreement to K&L Gates.

On July 2, 2021, after informal discussions in the prior weeks, Nelson Mullins delivered to K&L Gates a draft employment agreement between United Community Bank and Mr. Ard. Over the following weeks, United Community Bank and Mr. Ard engaged in negotiations with respect to the terms of his proposed employment agreement, which would become effective at the effective time of the merger.

During the period from July 12, 2021 through July 14, 2021, United’s board of directors received and reviewed the merger agreement, a summary of the terms of the merger agreement prepared by Nelson Mullins, and financial analysis of the merger prepared by D.A. Davidson, United’s financial advisor. At a meeting held on July 14, 2021, the United board of directors unanimously approved the merger agreement and the merger.

Effective July 13, 2021, due to the primary Evercore representative assisting Reliant with the proposed transaction leaving Evercore and taking a position at Credit Suisse Securities (USA) LLC, which we refer to as Credit Suisse, Reliant notified Evercore that Reliant was terminating its engagement with Evercore and entered into an engagement letter with Credit Suisse by which it engaged Credit Suisse to serve as a financial advisor to Reliant.

On July 14, 2021, the Reliant board convened for a special meeting of the board. All directors were present at this meeting. This meeting was also attended by members of Reliant and Reliant Bank senior management and representatives from K&L Gates, Raymond James, and Credit Suisse. In advance of this meeting, board members were provided with information prepared by Raymond James with respect to the financial terms of the merger as well as drafts of the merger agreement, the bank merger agreement, and related ancillary agreements. At this meeting, Mr. Ard and other members of senior management reviewed with the Reliant board certain information regarding the proposed merger and the bank merger. A K&L Gates representative reviewed with the Reliant board members their fiduciary duties in the context of the board’s consideration of and decisions and actions with respect to the merger agreement and the proposed merger and reviewed with the board the terms of, and answered questions of board members regarding, the merger and the bank merger, the merger agreement and the bank merger agreement, and related ancillary agreements, including the form of voting agreement to be executed by the Reliant directors and Mr. Ard’s employment agreement with United Community Bank. A representative from Raymond James reviewed with the Reliant board the financial terms of the proposed merger and, at the request of the Reliant board, rendered to the board of directors Raymond James’ opinion (which was initially rendered verbally but subsequently confirmed in writing) to the effect that, as of July 13, 2021, and based upon and subject to the assumptions and qualifications set forth in the opinion, the merger consideration to be issued and paid by United in the merger pursuant to the merger agreement was fair, from a financial point of view, to Reliant. After considering the proposed terms of the merger agreement and the merger and the various presentations

In considering the recommendation of the Reliant board, you should be aware that certain directors and executive officers of Reliant may have interests in the merger that are different from, or in addition to, interests of shareholders of Reliant generally. The Reliant board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to the Reliant shareholders that they vote in favor of the merger proposal. See “Interests of Reliant’s Directors and Executive Officers in the Merger.”

At the July 14, 2021 meeting of the Reliant board, representatives of Raymond James rendered Raymond James’ oral opinion, which was subsequently confirmed by delivery of a written opinion, dated July 14, 2021, to the Reliant board (in its capacity as such) as to the fairness, as of such date, from a financial point of view, to the holders of Reliant common stock (other than the excluded shares) of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion. For purposes of Raymond James’ opinion, and with Reliant’s consent, Raymond James assumed that the value of the merger consideration was $30.58 per share based on United’s closing stock price of $31.07 per share as of July 13, 2021.

With Reliant’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Reliant, or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Raymond James relied on the assurances of the management of Reliant that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Furthermore, Raymond James undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Reliant or United is a party or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Reliant or United is a party or may be subject. With Reliant’s consent, the Raymond James opinion made no assumption concerning, and therefore did not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of Reliant. With respect to the prospective financial information and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Reliant’s consent, assumed that the prospective financial information and such other information and data were reasonably prepared in good faith on bases reflecting (or, in the case of the prospective financial information with respect to 2021, 2022 and 2023, which were prepared using consensus analyst estimates for such years, were consistent with) the best then-currently available estimates and judgments of management of Reliant, and Raymond James relied upon Reliant to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of Raymond James’ review. Raymond James expressed no opinion with respect to the prospective financial information or the assumptions on which they were based. Raymond James assumed that the final form of the merger agreement would be substantially similar to the draft merger agreement reviewed by Raymond James, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement without the same being waived. Raymond James also relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or that would be material to its analysis or opinion.

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Reliant board to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Raymond James relied, with the consent of the Reliant board, on the fact that Reliant was assisted by legal, accounting and tax advisors and, with the consent of the Reliant board, relied upon and assumed the accuracy and completeness of the assessments by Reliant and its advisors as to all legal, accounting and tax matters with respect to Reliant and the merger, including, without limitation, that the merger would qualify as a reorganization within the meaning of Section 368(a) of the Code. Raymond James was not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for loan and lease losses or any other reserves; accordingly, Raymond James assumed that such allowances and reserves are in the aggregate adequate to cover such losses.

In formulating its opinion, Raymond James considered only the merger consideration to be received by the holders of Reliant common stock (other than the excluded shares), and Raymond James did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Reliant, or any class of such persons, whether relative to the compensation to be received by the holders of Reliant common stock (other than the excluded shares) or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Reliant, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion, or (2) the fairness of the merger to any one class or group of Reliant’s or any other party’s security holders or other constituencies vis-à-vis any other class or group of Reliant’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Reliant or United or the ability of Reliant or United to pay their respective obligations when they come due.

Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed to be relevant for its analysis. The selected groups represent companies Raymond James believed relevant to Reliant. Raymond James analyzed the relative valuation multiples of 14 publicly-traded financial institutions that satisfied the following criteria: (i) traded over the NASDAQCM, NASDAQGM, NASDAQGS, NYSE, or NYSEAM stock exchanges; (ii) headquartered in the Southeast, which includes the states of Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia; (iii) had total assets between $2.0 billion and $4.0 billion; and (iv) had nonperforming assets / total assets of less than 1.50%. This group excluded targets of announced mergers and acquisitions and mutual holding companies. The selected companies that Raymond James deemed relevant included the following:

Raymond James calculated various financial multiples for each selected public company, including price per share at close on July 13, 2021 compared to (i) tangible book value (TBV) per share at the most recently reported financial period ended March 31, 2021 as shown by S&P Global Market Intelligence; (ii) last twelve months (LTM) earnings per share (EPS) for the most recent LTM financial period reported; (iii) consensus forward operating earnings per share estimates, which we refer to as ’21E EPS, for the 2021 fiscal year based on mean S&P Global Market Intelligence estimates; and (iv) consensus forward operating earnings per share estimates, which we refer to as ’22E EPS, for the 2022 fiscal year based on mean S&P Global Market Intelligence estimates. Raymond James reviewed the 75th percentile, median, mean, and 25th percentile relative valuation multiples of the selected public companies and compared them to corresponding valuation multiples for Reliant implied by the merger consideration. The results of the selected public companies analysis are summarized below:

Furthermore, Raymond James applied the 75th percentile, median, mean and 25th percentile relative valuation multiples for each of the metrics to Reliant’s actual and estimated financial results to derive an implied merger consideration. Raymond James then compared those implied values to $30.58, the value attributed to the per share merger consideration for the purposes of the Raymond James opinion. The results of this analysis are summarized below:

Raymond James analyzed publicly available information relating to selected regional transactions announced since March 1, 2020 involving financial institution targets headquartered in the Southeast, which includes the states of Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia, with total assets between $1.5 billion and $5.0 billion and nonperforming assets / total assets of less than 1.50%. Raymond James also analyzed publicly available information relating to selected national transactions announced since March 1, 2020 involving financial institution targets headquartered in the United States with total assets between $1.5 billion and $5.0 billion and nonperforming assets / total assets of less than 1.50%. Both regional and national selected transactions excluded: (i) transactions without publicly disclosed deal value or sufficient financial information; (ii) mergers of equals; (iii) transactions involving stock consideration with private buyers; and (iv) transactions involving specialty finance companies. The selected regional and national transactions (with respective transaction announcement dates shown) used in the analysis included:

Raymond James examined valuation multiples of transaction value compared to the target companies’ (i) most recent quarter TBV at announcement; (ii) LTM earnings at the time of announcement; and (iii) premium to core deposits (total deposits less time deposits greater than $100,000). Raymond James reviewed the 75th percentile, median, mean and 25th percentile relative valuation multiples of the selected regional and national transactions.

The Reliant board asked only Raymond James to provide a fairness opinion to the Reliant board because (i) the board believed that one fairness opinion was sufficient to assist it with its analysis of the transactions contemplated by the merger agreement and (ii) unlike Evercore and Credit Suisse, Raymond James had provided Reliant with strategic advisory services in connection with the transaction process since April 2021 and was expected to continue to provide such services through both the announcement and completion of the merger.

Reliant estimates that its financial advisors Evercore and Credit Suisse will be due an aggregate fee of approximately $2.5 million, which fee is contingent upon the closing of the merger. Although Reliant terminated its engagement with Evercore, Evercore is still due a fee from Reliant for its work prior to being terminated.

In addition, Reliant agreed to reimburse Evercore for the reasonable expenses incurred by Evercore in connection with its engagement, subject to an agreed upon cap of $40,000 without Reliant’s consent for all expenses other than fees and expenses of Evercore’s counsel, and to indemnify Evercore against certain liabilities that may arise out of its engagement by Reliant. Evercore has performed various investment banking and commercial banking services for Reliant and United in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Since January 1, 2019, Reliant has paid Evercore retainer fees of approximately $90,000 for financial and strategic advisory services.

Reliant has also agreed to reimburse Credit Suisse for expenses incurred by Credit Suisse related to its engagement, subject to an agreed upon cap of $30,000 without Reliant’s consent for all expenses other than legal fees and expenses, and to indemnify Credit Suisse against certain liabilities that may arise out of its engagement by Reliant.

United and Reliant do not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, United and Reliant are including in this proxy statement/prospectus certain financial projections for Reliant that were prepared using consensus analyst estimates published by S&P Global Market Intelligence for the years 2021-2023, with further years extrapolated based on appropriate growth rates provided by Reliant’s management, which were reviewed and approved for Raymond James’ use by the management of Reliant. We refer to this information collectively as the “prospective financial information.” A summary of certain significant elements of this information is included in this proxy statement/prospectus solely for the purpose of providing holders of Reliant common stock access to certain information made available to United and Reliant and their respective boards of directors and Reliant’s financial advisors.

For purposes of Raymond James’ discounted cash flow analysis performed in connection with Raymond James’ opinion, Raymond James reviewed certain information related to the historical condition and prospects of Reliant on a standalone basis, as made available to Raymond James by or on behalf of Reliant, including, but not limited to, the prospective financial information (a financial forecast for Reliant for years 2021-2025 was prepared by its management and provided to Raymond James; however, after making this forecast available, representatives of Reliant requested that all parties disregard such forecast for all years because it did not represent Reliant management’s then-current view of the expected financial performance of Reliant for those years due to certain underlying assumptions being perceived as unrealistic, in part due to Reliant’s recent growth and the ongoing COVID-19 pandemic). The mean consensus analyst earnings per share estimates for Reliant used for the years ending December 31, 2021 through December 31, 2023 were $2.75, $2.65 and $2.78, respectively, and extrapolated earnings per share estimates of $3.02 and $3.28 were used for the years ending December 31, 2024 and 2025, respectively. Further, for purposes of Raymond James’ discounted cash flow analysis performed in connection with Raymond James’ opinion, Reliant management provided Raymond James with, and directed Raymond James to rely upon and utilize, an 8.5% annual earnings per share growth rate assumption for years 2024-2025. The mean consensus analyst net income estimates for Reliant used for the years ending December 31, 2021 through December 31, 2023 were $46.3 million, $44.9 million and $47.1 million, respectively, and extrapolated net income of $51.1 million and $55.4 million were used for the years ending on December 31, 2024 and 2025, respectively. In addition, mean consensus analyst total assets estimates for Reliant used for the years ending December 31, 2021 through December 31, 2023 were $3.2 billion, $3.3 billion and $3.5 billion, respectively, and extrapolated total assets of $3.8 billion and $4.1 billion were used for the years ending on December 31, 2024 and 2025, respectively.

Furthermore, the prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. United and Reliant can give no assurance that, had the prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. United and Reliant do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The prospective financial information does not take into account the possible financial and other effects on United or Reliant of the merger and does not attempt to predict or suggest future results of the combined company. The prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect on

Completion of the merger and the bank merger are subject to the receipt of all approvals, consents and waivers required to complete the transactions contemplated by the merger agreement from applicable governmental and regulatory authorities, and the expiration of any applicable statutory waiting periods, in each case, without the imposition of a condition or requirement that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. Subject to the terms and conditions of the merger agreement, United and Reliant have agreed to use their reasonable best efforts and cooperate to obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. United and Reliant plan to file all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The transactions contemplated by the merger agreement require approval by the Federal Reserve Board pursuant to Section 3 of the BHC Act, or alternatively the waiver of the Federal Reserve Board of this approval requirement pursuant to the applicable regulations. If a waiver is not received, the Federal Reserve Board takes into consideration a number of factors when acting on applications under Section 3 of the BHC Act (12 U.S.C. § 1842(c)) and Section 225.13 of Regulation Y (12 C.F.R. § 225.13). These factors include the financial condition of the holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and the levels of indebtedness) and the managerial resources (including the competence, experience, and integrity of the officers, directors, and principal shareholders, as well as their record of compliance with laws and regulations). The Federal Reserve Board also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, and the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

The prior approval of the FDIC will be required under the Bank Merger Act to merge Reliant Bank with and into United Community Bank. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks party to the bank merger, (3) the convenience and needs of the community to be served and the record of the merging banks under the Community Reinvestment Act, which we refer to as the CRA, including their CRA ratings, (4) the merging banks’ effectiveness in combating money-laundering activities, and (5) the extent to which the bank merger would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

To complete the bank merger, United Community Bank is required to submit an application to, and receive approval from, the South Carolina Board of Financial Institutions, which we refer to as the SCBFI. The SCBFI will review the application to determine whether the bank merger complies with South Carolina law. The criteria considered by the SCBFI are similar to those considered by the FDIC.

The BHC Act, the Bank Merger Act, the SCBFI, and applicable regulations require published notice of, and the opportunity for public comment on, these applications, and authorize the Federal Reserve Board

Transactions approved under Section 3 of the BHC Act or the Bank Merger Act generally may not be completed until 30 days after the approval of the applicable federal agency is received, during which time the U.S. Department of Justice, which we refer to as the DOJ, may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board or the FDIC, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board or the FDIC regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained or as to the conditions or limitations that such DOJ approval may contain or impose.

In connection with the merger and the bank merger, notifications and/or applications requesting other approvals may be submitted to various other federal and state regulatory authorities and self-regulatory organizations, including Nasdaq.

Based on information available to us as of the date hereof, United and Reliant believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that United and Reliant will be able to obtain all requisite regulatory approvals. However, neither United nor Reliant can assure you that all of the regulatory approvals described above will be obtained and, if obtained, we cannot assure you as to the timing of any such approvals, United’s ability to obtain the approvals on satisfactory terms, or the absence of any litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that would reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets, or business of the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or if such a challenge is made, as to the result of such challenge.

Neither United nor Reliant is aware of any material governmental approvals or actions that are required for completion of the merger other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

The processing time for obtaining regulatory approvals for bank mergers, particularly for larger institutions, can be lengthy. Specifically, the Dodd-Frank Act requires bank regulators to consider financial stability concerns when evaluating a proposed bank merger. If there is an adverse development in either party’s regulatory standing, United may be required to withdraw some or all of the applications for approval of the proposed mergers and, if possible, resubmit it after the applicable supervisory concerns have been resolved.

The United common stock is listed for trading on Nasdaq under the symbol “UCBI,” and the Reliant common stock is listed for trading on Nasdaq under the symbol “RBNC.” Upon completion of the merger, the Reliant common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and Reliant will no longer be required to file periodic reports with the SEC with respect to Reliant common stock. Following the merger, shares of United common stock will continue to be traded on Nasdaq.

The merger agreement provides for the merger of Reliant with and into United, with United surviving the merger as the surviving corporation. We sometimes refer to United following the merger as the “surviving corporation.”

As a result of the merger, the separate legal existence of Reliant will cease and there will no longer be any publicly held shares of Reliant common stock following the effective time. Reliant shareholders will only participate in the surviving corporation’s future earnings and potential growth through their ownership of United common stock. All of the incidents of direct ownership of Reliant common stock, such as the right to vote on certain corporation decisions, to elect directors and to receive dividends, if any, and distributions, if any, from Reliant, will be extinguished upon completion of the merger. All of the properties, assets, rights, privileges, powers and franchises of Reliant will vest in the surviving corporation, and all debts, duties and liabilities of Reliant will become the debts, liabilities and duties of the surviving corporation.

On or before the closing date, in order to effect the merger, United and Reliant will execute and deliver articles of merger for filing with the Secretary of State of the State of Georgia and the Secretary of State of the State of Tennessee. The merger will become effective on the date and at the time set forth in the articles of merger filed with the Secretary of State of the State of Georgia and the articles of merger filed with the Secretary of State of the State of Tennessee. The closing of the transactions contemplated by the merger agreement will occur at 10:00 a.m. Eastern Time on a date no later than 30 days after the satisfaction or waiver (subject to applicable law) of the last to occur of the conditions set forth in the merger agreement, unless extended by mutual agreement of the parties. It currently is anticipated that the completion of the merger will occur in the first quarter of 2022 subject to the receipt of Reliant shareholder the receipt of approval, regulatory approvals and the satisfaction or waiver of other customary closing conditions, but neither United nor Reliant can guarantee when or if the merger will be completed.

The articles of incorporation and bylaws of United that are in effect at the effective time will be the articles of incorporation and bylaws of the surviving corporation until amended in accordance with the respective terms thereof and applicable law. The surviving corporation will continue to exist under the name “United Community Banks, Inc.”

At or prior to the closing, United will deposit or cause to be deposited with an exchange agent mutually agreed upon by United and Reliant, for the benefit of the holders of shares of Reliant common stock, sufficient cash and United common stock to be exchanged for Reliant common stock in accordance with the merger agreement, including the merger consideration, which amounts we refer to as the exchange fund. As promptly as practicable after the effective time, but in no event later than five business days thereafter, United will cause the exchange agent to mail to each record holder, as of immediately prior to the effective time, of shares of Reliant common stock, a letter of transmittal and instructions for use in connection with the surrender and exchange of certificates representing or book entry shares of Reliant common stock for the merger consideration. From and after the effective time, Reliant shareholders who properly surrender their certificates or book entry shares to the exchange agent, together with a properly completed and duly executed letter of transmittal, and such other documents as may reasonably be required by the exchange agent, will receive for each share of Reliant common stock (except for the excluded shares) 0.9842 shares of United common stock plus any cash payable in lieu of any fractional shares of United, and any dividends or distributions in respect of such United common stock such holder has the right

United’s representations and warranties in the merger agreement include representations and warranties with respect to the following:

the public announcement or pendency of the transactions contemplated by the merger agreement, including the impact thereof on relationships with customers or employees;

adjust, split, combine, or reclassify any capital stock;

United and Reliant have agreed to cooperate with each other and use their respective reasonable best efforts to prepare all documentation, make all filings, give all notice, and obtain all permits, consents, approvals, waivers, and authorizations of all governmental entities and other third parties which are necessary or advisable to consummate the transactions contemplated by the merger agreement. However, neither United nor Reliant (nor their respective subsidiaries) is required to, or is permitted to without the prior written consent of the other, take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the any permits, consents, approvals, waivers, and authorizations of governmental entities and other third parties that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. Each of United and Reliant has agreed to keep the other party reasonably apprised of the status of the permits, consents, approvals, waivers, and authorizations necessary or advisable to consummate the merger, the bank merger, or the other transactions contemplated by the merger agreement.

Reliant has agreed to hold a meeting of its shareholders for the purpose of its shareholders voting upon the approval of the merger agreement as soon as reasonably practicable after that date that the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, is declared effective by the SEC. Reliant and the Reliant board are required to use commercially reasonable efforts to solicit and obtain from Reliant’s shareholders the vote required to approve the merger agreement. Generally, Reliant and the Reliant board are required (i) to recommend to the Reliant shareholders that they approve the merger agreement and (ii) to not withhold, withdraw, modify, or qualify in a manner adverse to United such recommendation (the actions described in clause (ii) being referred to as a Reliant change of recommendation).

The merger agreement contains provisions prohibiting Reliant and its subsidiaries from seeking or discussing any alternative acquisition proposal to the merger, subject to certain exceptions. In particular, Reliant has agreed not to and to cause its subsidiaries not to, and to use commercially reasonable efforts to cause its and its subsidiaries’ directors, officers, employees, agents, and representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiries or proposals with respect to, (ii) provide any non-public information or data to any person relating to, (iii) participate in any discussions or negotiations concerning, (iv) approve, endorse, or recommend, or execute or enter into, any agreement (other than a confidentiality or nondisclosure agreement) relating to, or (v) subject to certain exceptions, make or authorize any statement, recommendation, or solicitation in support of, any acquisition proposal (as defined below).

Reliant must, orally within 24 hours and in writing within two calendar days, advise United following receipt of any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal, and must keep United reasonably informed on a current basis of the continuing status thereof, including the material terms and conditions thereof and any material changes thereto, and is required to provide to United copies of any material written materials received by Reliant or its subsidiaries in connection therewith. Additionally, Reliant must reasonably promptly provide, or make available, to United copies of any material written materials provided or made available to any third party making an acquisition proposal. Reliant must use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its subsidiaries is a party in accordance with the terms thereof.

As used herein, “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any inquiry, indication, proposal, solicitation, or offer from or by any person relating to (a) any direct or indirect purchase or acquisition of 20% or more of the total consolidated assets of Reliant and its subsidiaries, in a single transaction or series of related transactions; (b) any tender offer (including a self-tender) or exchange offer with respect to, or direct or indirect purchase or acquisition of, 20% or more of any class of equity securities of Reliant or Reliant Bank; or (c) any merger, share exchange, consolidation, business combination, reorganization, recapitalization, or similar transaction involving Reliant or Reliant Bank.

As used herein, “superior proposal” means a written acquisition proposal that the Reliant board concludes in good faith, after taking into account the legal, financial, regulatory, and other aspects of the acquisition proposal (including the amount, form, and timing of payment of consideration, any financing contingencies, any break-up or termination fees, including those provided for in the merger agreement, expense reimbursement provisions, and all conditions to consummation) and the person making the proposal, and after consulting with its financial advisor(s) with respect to financial matters and outside legal counsel with respect to legal matters, and such other factors as Reliant’s board of directors reasonably considers to be

United has generally agreed that Reliant and Reliant Bank employees who become employees of United or United Community Bank as of or immediately following the effective time, which we refer to as continuing employees, will be provided compensation and benefits no less favorable than that provided and made available to similarly situated employees of United and United Community Bank. With respect to employee benefit plans maintained by United or its subsidiaries in which continuing employees will participate, United has agreed that it and its subsidiaries will recognize the prior service of continuing employees with Reliant and its subsidiaries (and their respective predecessors) for vesting and eligibility purposes, except where such recognition of service would result in a duplication of benefits or such service was not recognized under a corresponding Reliant employee benefit plan. With respect to benefit plans providing for health, dental, vision, or prescription drug coverage or group life or disability insurance coverage, United or its subsidiaries will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable to new employees not to apply to continuing employees or their dependents who were covered under a similar Reliant benefit plan. Additionally, if continuing employees experience a transition in health, dental, vision, or prescription drug coverage during the middle of a plan year, United has agreed that it and its subsidiaries will use commercially reasonable efforts to cause any successor benefit plan providing health, dental, vision, or prescription drug coverage for continuing employees to give credit towards the satisfaction of any annual deductible limitation and out-of-pocket maximum applied under the successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by continuing employees during their participation in a corresponding Reliant benefit plan during the plan year of the successor benefit plan prior to the transition effective date.

United has also agreed to pay, or cause its subsidiaries to pay, severance to each employee of Reliant or its subsidiaries who is not hired by United or its subsidiaries or whose employment is involuntarily terminated by United or its subsidiaries other than for cause during the 12-month period immediately following the effective time, taking into account the number of years of prior employment with Reliant or its subsidiaries (or any predecessor entity), and without taking into account any reduction after the effective time in compensation paid to such employee. United and Reliant have also agreed to establish a cash-based retention program to promote the retention of employees of Reliant and its subsidiaries.

In considering the recommendation of the Reliant board, Reliant shareholders should be aware that Reliant’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of Reliant shareholders generally. The members of the Reliant board were aware of and considered these interests, among other matters, in evaluating and approving the merger agreement and the merger, and in recommending that Reliant shareholders approve the merger agreement.

The merger agreement provides that, for a period of six years following completion of the merger, United will indemnify, defend and hold harmless, to the fullest extent permitted by applicable law, each of the current and former directors, officers, and employees of Reliant and its subsidiaries (in their capacity as such) against any and all costs and expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, damages, and liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of matters existing or occurring at or prior to the effective time (including matters related to the merger agreement or the transactions contemplated thereby), whether asserted or claimed prior to, at, or after the effective time, and based on, arising out of, or pertaining to the fact that he or she was a director, officer, or employee of Reliant or any of its subsidiaries, or was serving at the request of Reliant or any of its subsidiaries as a director, officer, employee, agent, trustee, or partner of another corporation, partnership, trust, joint venture, employee benefit plan, or other entity, and will also advance expenses to such persons to the fullest extent permitted by applicable law, provided that such persons provide an undertaking to repay such advances if it is ultimately determined that they are not entitled to indemnification. In addition, for a period of six years after the effective time, United will maintain the existing directors’ and officers’ liability insurance policies of Reliant and its subsidiaries, or policies with a substantially comparable insurer providing for at least the same coverage and coverage amounts and containing terms and conditions which are no less advantageous to the insured, or in the alternative will maintain six-year “tail” policies obtained by United or Reliant prior to the effective time with respect to the existing directors’ and officers’ liability insurance policies of Reliant and its subsidiaries. For additional information, see “The Merger Agreement — Indemnification and Insurance.”

For an estimate of the amounts that would become payable to Reliant’s named executive officers upon the vesting and settlement of their unvested equity-based awards, see “— Quantification of Payments and Benefits to Reliant’s Named Executive Officers.” The estimated aggregate amounts that would be realized by the 11 Reliant non-employee directors and the five Reliant executive officers that are not named executive officers, which we refer to as the Reliant non-NEOs, in settlement of their Reliant equity awards that were outstanding as of September 30, 2021 if the effective time had occurred on such date are approximately $355,000 and $1,164,000, respectively. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing of the merger and following the date of this proxy statement/prospectus. As a result of the foregoing assumptions and qualifications and additional assumptions provided herein, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by Reliant’s named executive officers, the Reliant non-NEOs, and Reliant’s non-employee directors may materially differ from the amounts set forth herein.

The following is a general discussion of material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Reliant common stock that exchange their shares of Reliant common stock for shares of United common stock in the merger. The following discussion is based upon the Code, the U.S. Treasury regulations promulgated thereunder and judicial and administrative authorities, rulings and decisions, all as in effect as of the date of this proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) nor does it address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

The following discussion applies only to holders of shares of Reliant common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws (such as, for example, dealers or brokers in securities, commodities or foreign currencies; traders in securities that elect to apply a mark-to-market method of accounting; banks and certain other financial institutions; insurance companies; mutual funds; tax-exempt organizations; holders subject to the alternative minimum tax provisions of the Code; persons who are required to recognize income or gain with respect to the merger no later than such income or gain is required to be reported on an applicable financial statement under Section 451(b) of the Code; partnerships, S corporations or other pass-through entities (or investors therein); regulated investment companies; real estate investment trusts; former citizens or residents of the United States; U.S. expatriates; U.S. holders whose functional currency is not the U.S. dollar; holders who hold shares of Reliant common stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment; holders who acquired Reliant common stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation; holders who exercise appraisal or dissenters’ rights; or holders who actually or constructively own more than 5% of Reliant’s voting stock).

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Reliant common stock that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation, or entity treated as a corporation for U.S. federal income tax purposes, organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate, the income of which is includible in gross income for U.S. federal income tax purposes, regardless of its source.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of Reliant common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that is a holder of Reliant common stock, and any partners in such partnership, should consult their tax advisors regarding the tax consequences of the merger to their specific circumstances.

It is a condition to the obligation of United to complete the merger that United receive an opinion from Nelson Mullins Riley & Scarborough LLP, counsel to United, dated as of the closing date, to the

Neither of the opinions described above will be binding on the U.S. Internal Revenue Service, which we refer to as the IRS, or any court. United and Reliant have not sought and will not seek any ruling from the IRS regarding any matters relating to the merger, and as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. The following is based on the receipt and accuracy of the above described opinions.

A U.S. holder of Reliant common stock who receives cash in lieu of a fractional share of United common stock generally will be treated as having received such fractional share of United common stock pursuant to the merger and then as having received cash in redemption of such fractional share of United common stock. Any such holder generally will recognize gain or loss equal to the difference between the amount of cash received and the tax basis in the fractional share of United common stock (as set forth above). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such fractional share (including the holding period of shares of Reliant common stock surrendered therefor) exceeds one year. Long-term capital gains of certain non-corporate holders of Reliant common stock, including individuals, are generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

United’s articles of incorporation authorize the issuance of 200,000,000 shares of common stock, 30,000,000 shares of non-voting common stock, and 10,000,000 shares of preferred stock, all with a par value of $1.00 per share, of which 4,000 shares of preferred stock are designated as 6.875% Non-Cumulative Preferred Stock, Series I, which we refer to as the United Series I preferred stock. As of October 18, 2021, United has 89,800,200 shares of common stock, no shares of non-voting common stock, and 4,000 shares of preferred stock (of which 4,000 shares are Series I preferred stock) issued and outstanding.

Subject to such voting rights, if any, of any preferred stock, all voting rights are vested in the holders of United common stock. Holders of shares of United common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the United shareholders. Holders of shares of United common stock are not entitled to cumulative voting rights with respect to the election of United directors.

No holder of shares of any class of United’s common stock has or will have any right, pre-emptive or other, to subscribe for or to purchase from United any of the shares of any class of United capital stock that may be issued or sold in the future.

Subject to the preferential dividend rights, if any, of any non-voting common stock or preferred stock that might be issued and outstanding from time to time, the holders of United common stock will be entitled to share equally in such dividends as United’s board of directors may declare on United’s common stock from sources legally available therefor. The determination and declaration of dividends is within the discretion of United’s board of directors.

The United Series I preferred stock has no stated maturity date, is not subject to any mandatory redemption, sinking fund or other similar provisions and will remain outstanding unless redeemed at United’s option. United may redeem the United Series I preferred stock, (i) in whole or in part, from time to time, on any dividend payment date on or after September 15, 2025, or (ii) in whole but not in part, at any time within 90 days following a “regulatory capital treatment event” ​(as defined in the certificate of designations for the United Series I preferred stock), in each case at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date.

Non-cumulative cash dividends on the liquidation preference of $25,000 per share of the United Series I preferred stock are payable quarterly in arrears when, as and if declared by United’s board of directors, at a rate of 6.875% per year from the date of the issuance. In the event that United has not declared a dividend on the United Series I preferred stock for the most recently completed dividend period, the ability of United to pay or declare and set aside for payment dividends, or to redeem, purchase or acquire United common stock or any other stock ranking junior to or on parity with the United Series I preferred stock is subject to restrictions.

Holders of United Series I preferred stock will be entitled to receive for each share, in the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of United, (i) an amount equal to $25,000 plus all dividends that have been declared but not paid prior to the date of payment of such distribution, or (ii) if United’s assets are not sufficient to pay the foregoing amount, all of United’s remaining assets available for distribution to United’s shareholders, after payment or provision for payment of all United’s debts and liabilities, ratably in proportion in accordance with the respective aggregate liquidation preferences of the United Series I preferred stock and all classes and series of stock ranking equally to the United Series I preferred stock.

United’s board or directors is not classified and each member is elected annually. United’s articles of incorporation provide that directors can only be removed for cause and upon the affirmative vote of the holders of two-thirds of the issued and outstanding shares entitled to vote on such matter.

The outstanding shares of United’s common stock are, and upon payment of consideration payable therefor, any shares of common stock issued by United in the future will be, fully paid and nonassessable. United’s common stock does not have any conversion rights and is not subject to any redemption provisions. No shares of any class of United’s capital stock are subject to any sinking fund provisions or to calls, assessments by, or liabilities of United.