[8-K] Sierra Bancorp Reports Material Event

Rhea-AI Filing Summary

Sierra Bancorp (ticker BSRR) filed an 8-K to announce the appointment of William “Bill” Wade II as Executive Vice President and Chief Operations Officer of both Sierra Bancorp and its subsidiary, Bank of the Sierra, effective July 7 2025. Mr. Wade, age 60, joins from Independent Financial where he served as CIO and EVP of Information Technology after holding senior technology roles at Simmons Bank and other industries over a 30-year career.

The Board approved an employment agreement (executed July 1 2025, term through 31 Dec 2028, auto-renewing annually) that provides:

• Minimum base salary of $380,000
• Annual discretionary bonus up to 50 % of base salary
• No-cause severance equal to one year of base salary
• Change-of-control severance equal to 2× base salary plus maximum bonus opportunity
• Restricted-stock grant of $400,000, vesting 20 % annually over five years

The agreement contains non-compete, non-solicitation, confidentiality, and indemnification provisions and is accompanied by the Company’s standard Indemnification Agreement for officers (Exhibit 10.2).

The filing states there are no family relationships, related-party transactions, or special arrangements influencing Mr. Wade’s selection.

Positive

• Seasoned executive hire: 30-year technology and banking background may strengthen operational efficiency and digital strategy.
• Shareholder-aligned equity grant: $400 k of restricted stock vesting over five years encourages long-term value creation.
• Governance safeguards: Severance multiples and indemnification terms fall within industry norms, mitigating excessive payout risk.

Negative

• Incremental fixed cost: $380 k salary plus potential 50 % bonus and benefits add to the expense base.
• Severance obligations: Change-of-control clause could cost up to two years’ compensation, creating potential acquisition-related payout.

Insights

Corporate Governance Expert

TL;DR – Veteran IT leader named COO; contract terms typical, limited near-term financial impact.

The hire of Bill Wade brings deep technology and banking-operations expertise just as regional banks intensify their digital transformation. The base salary and bonus opportunity are in line with regional-bank peer medians, and the five-year restricted-stock schedule aligns management incentives with long-term shareholder value. Severance multiples (1× salary; 2× salary + bonus on change-of-control) are within ISS best-practice thresholds, limiting governance risk. No related-party issues reduce conflicts. Overall impact is modestly positive for strategic execution but not financially material.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported) July 7, 2025SIERRA 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)

​(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. ☐​

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.​On July 7, 2025, Sierra Bancorp and its wholly-owned subsidiary, Bank of the Sierra (collectively, the “Company”), announced that William “Bill” Wade II was appointed as Executive Vice President and Chief Operations Officer, effective July 7, 2025. ​Mr. Wade, currently 60 years old, holds a Bachelor of Business Administration in Management from the University of Texas at Arlington. Most recently, Mr. Wade was the Chief Information Officer and Executive Vice President of Information Technology for Independent Financial, McKinney, Texas, a position he held from 2021 to present. Independent Financial sold to South State Bank, Winter Haven, Florida effective January 2, 2025. Prior to Independent Financial, he served as Chief Business Architect and Senior Vice President of Information Technology for Simmons Bank, Little Rock, AR from 2018 to 2021. Before joining Simmons Bank, Mr. Wade spent 30 years primarily in the information technology industry working for a variety of industries, including banking, fitness, food services, and consulting.  ​On April 24, 2025, the Board of Directors of Sierra Bancorp approved the terms of an employment agreement by and between Sierra Bancorp, Bank of the Sierra and Mr. Wade. The employment agreement commences on July 7, 2025, and continues through December 31, 2028. The employment agreement was executed on July 1, 2025. Subsequent to the initial term it will automatically renew for a one-year term and will continue to renew every year thereafter unless either Mr. Wade or the Company provides notification of non-renewal to the other party at least six months in advance of the renewal date. The agreement specifies a minimum base annual salary of $380,000 and an annual discretionary bonus of up to 50% of his annual base salary. The agreement also provides severance benefits in a no cause termination equal to his annualized base salary, or in termination in connection with a change of control equal to two times his annual base salary and maximum bonus potential, with severance in both instances conditioned on his full and complete release of claims against the Company or its affiliates arising from or in any way related to his employment or termination of his employment.  Moreover, the agreement provides for the grant of restricted stock of $400,000 with the number of shares granted based on the stock price at the close of business on the grant date, which is expected to be the next meeting date of the Compensation Committee of the Company.  The restricted stock will vest at the rate of 20% on each grant date anniversary until fully vested. The agreement also notes the basic terms and conditions of other benefits, delineates permitted outside activities, and provides indemnification for Mr. Wade, supplemented by the indemnification agreement referenced below, for certain circumstances. In addition, the agreement includes noncompetition, non-solicitation and nondisclosure conditions. The foregoing summary description does not purport to be complete, and reference is made to the full text included with this 8-K as exhibit 10.1 for more detailed information on Mr. Wade’s employment agreement.Also on April 24, 2025, the Compensation Committee of the Board of Directors of Sierra Bancorp approved the entry into the Company’s standard form Indemnification Agreement for senior officers and directors with Mr. Wade. The form of the Indemnification Agreement is the same as filed as Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on January 29, 2021, and incorporated herein by reference as Exhibit 10.2 to this Form 8-K.There are no arrangements or undertakings pursuant to which Mr. Wade was selected as Chief Operations Officer. There are no family relationships among any of the Company’s directors or executive officers and Mr. Wade. There are no related party transactions between the Company and Mr. Wade.​​

​Item 9.01financial Statements and Exhibits(d)Exhibits. The information furnished pursuant to this item is set forth in the Exhibit Index, which appears below immediately before the signatures.EXHIBIT INDEX

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Exhibit No.		Description
10.1	​	Employment Agreement by and between Sierra Bancorp, Bank of the Sierra and William J Wade II, dated July 1, 2025​
10.2	​	Form of Indemnification Agreement for Officers and Directors, filed as Exhibit 10.1 to the Form 8-K filed with the SEC on January 29, 2021, and incorporated herein by reference
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURESPursuant 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.

​	SIERRA BANCORP
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Dated: July 7, 2025	By:	/s/ Christopher G. Treece
​	​	Christopher G. Treece
​	​	Executive Vice President &
​	​	Chief Financial Officer

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FAQ

Who was appointed as Sierra Bancorp's new COO?

Sierra Bancorp appointed William “Bill” Wade II as Executive Vice President & Chief Operations Officer effective July 7 2025.

What is the base salary for the new BSRR COO?

Mr. Wade’s employment agreement sets a minimum base salary of $380,000 per year.

How big is the equity grant to the new executive at Sierra Bancorp?

He will receive $400,000 in restricted stock, vesting 20 % on each anniversary of the grant date.

What severance does the Sierra Bancorp COO receive upon change of control?

If terminated in connection with a change of control, Mr. Wade is entitled to 2× his base salary plus maximum bonus potential.

Does the filing mention any related-party transactions with Mr. Wade?

No. The 8-K explicitly states there are no related-party transactions between Sierra Bancorp and Mr. Wade.