[8-K] SIERRA BANCORP Reports Material Event

Rhea-AI Filing Summary

Sierra Bancorp announced two shareholder actions. The Board approved a new share repurchase program for up to 1,000,000 shares of common stock, beginning after the current program expires on October 31, 2025 and continuing through October 31, 2026. No shares remain available under the existing program.

The company may repurchase shares in the open market or through privately negotiated transactions in compliance with applicable laws, including Rules 10b-18 and 10b5-1. Management is authorized to enter into a 10b5-1 trading plan with a nationally recognized broker when not in a blackout period and not in possession of material non-public information.

The Board also approved a quarterly cash dividend of $0.25 per share, payable on November 14, 2025 to shareholders of record as of the close of business on November 3, 2025.

Insights

Bank capital and shareholder returns analyst

New 1,000,000-share buyback and a $0.25 quarterly dividend were authorized.

Sierra Bancorp authorized repurchases of up to 1,000,000 common shares running from October 31, 2025 to October 31, 2026. Execution can occur via open market or privately negotiated transactions, with the board permitting a 10b5-1 plan when permissible. This structure lists standard pathways and aligns with Rule 10b-18 constraints.

The company also declared a quarterly dividend of $0.25 per share, payable on November 14, 2025 to holders of record on November 3, 2025. Actual capital returned via buybacks will depend on trading conditions and plan activations; the dividend provides a scheduled cash return.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 23, 2025

SIERRA BANCORP

(Exact name of registrant as specified in its charter)

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California	000-33063	33-0937517
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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86 North Main Street, Porterville, CA 93257
(Address of principal executive offices)	(Zip code)

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(559) 782-4900

(Registrant’s telephone number including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, no par value	​	BSRR	​	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

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On October 24, 2025, Sierra Bancorp (the “Company”) issued a press release announcing that on October 23, 2025, its Board of Directors approved a share repurchase program for up to 1,000,000 shares of outstanding common stock beginning at the end of the expiration of the current share repurchase program on October 31, 2025, and continuing until October 31, 2026. No shares remain available for repurchase under the current repurchase program expiring on October 31, 2025. Shares may be purchased in the open market or in privately negotiated transactions and will be executed in compliance with applicable federal and state securities laws and bank regulations, including without limitation, Rules 10b-18 and 10b5-1 promulgated under the Securities Act of 1934, as amended (the “Exchange Act”). The board has also authorized management to enter into the 10b5-1 Plan with a nationally recognized broker as appropriate as long as the Company is not in a blackout period and the Company is not otherwise in possession of material non-public information. Repurchases by such broker are to be made in compliance with the Exchange Act.

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On October 23, 2025, the Board of Directors of Sierra Bancorp (the “Company”) approved a cash dividend to shareholders. The quarterly cash dividend of twenty-five cents ($0.25) per share of common stock will be payable on November 14, 2025, to shareholders of record at the close of business on November 3, 2025.

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The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits. The information required to be furnished pursuant to this item is set forth in the Exhibit Index which appears below, immediately before the signatures.

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EXHIBIT INDEX

Press release dated October 22, 2020
Exhibit No.		Description
99.1	​	Press release dated October 24, 2025
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​ ​ ​ ​ ​	​ Executive Vice President & Chief Financial Officer
​ ​ ​ ​ Dated: October 24, 2025	SIERRA BANCORP By: /s/ Christopher G. Treece             Christopher G. Treece Executive Vice President & Chief Financial Officer

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FAQ

What did Sierra Bancorp (BSRR) authorize regarding share repurchases?

The Board approved a new program to repurchase up to 1,000,000 shares of common stock.

When does Sierra Bancorp’s new buyback program begin and end?

It begins after the current program expires on October 31, 2025 and continues until October 31, 2026.

How can BSRR repurchase shares under the program?

Shares may be purchased in the open market or privately negotiated transactions in compliance with Rule 10b-18 and 10b5-1.

Did Sierra Bancorp authorize a 10b5-1 trading plan?

Yes. Management is authorized to enter into a 10b5-1 Plan with a nationally recognized broker when permitted.

What dividend did Sierra Bancorp declare and when is it payable?

A quarterly cash dividend of $0.25 per share, payable on November 14, 2025 to shareholders of record on November 3, 2025.

Are any shares left under the current repurchase program?

No. No shares remain available under the program expiring on October 31, 2025.