Glacier Bancorp Inc SEC Filings

Glacier Bancorp and Guaranty Bancshares have agreed to merge, with Glacier as the surviving company and Guaranty shareholders receiving 1.0000 Glacier common share per Guaranty share. The merger consideration is subject to adjustment if Guarantys closing capital is below a $292,199,000 Closing Capital Requirement, and Guaranty may pay a special dividend if its closing capital exceeds that amount. Using Glaciers closing price of $43.77 on August 11, 2025 as an illustration, each Guaranty share would be worth approximately $43.77. Glacier will not issue fractional shares; cash will be paid for fractional interests.

The transaction would result in issuance of approximately 11.3 million Glacier shares to Guaranty holders, representing about 8.73% of Glaciers outstanding common stock after the merger. Glacier reported as of June 30, 2025 ~$29.0 billion in total assets, ~$18.3 billion in net loans, ~$21.6 billion in deposits and ~$3.5 billion in shareholders equity. Guaranty reported $3.1 billion in total assets, $2.1 billion in loans, $2.7 billion in deposits and $331.8 million in equity as of June 30, 2025. The special meeting of Guaranty shareholders is scheduled for September 17, 2025 (record date August 11, 2025); approval requires the affirmative vote of at least two-thirds of outstanding Guaranty shares. The merger is targeted to close in Q4 2025 (target date October 31, 2025) and remains subject to regulatory approvals and other closing conditions. Key contractual terms disclosed include acceleration and conversion treatment for restricted stock and options, a $18.5 million break-up fee in specified circumstances, and standard regulatory and tax provisions.

Glacier Bancorp (GBCI) – Form 4 insider transaction

Chief Experience Officer Lee K. Groom reported the sale of 800 GBCI common shares on 07-31-2025 at $44.24 per share (Code “S”). After the sale, Groom directly owns 11,918 shares. No derivative security activity was reported.

The disposition represents roughly 6% of the executive’s previously held 12,718 shares and does not, by itself, signal a change in the company’s fundamentals. No other officers or directors were listed on this filing.

Glacier Bancorp (NYSE:GBCI) entered into a $476.2 million all-stock merger with Guaranty Bancshares (GNTY) on 24 Jun 2025.

Each GNTY share will convert into 1.0000 GBCI share; stock options and restricted shares will be assumed and adjusted accordingly. Immediately after the holding-company merger, Guaranty Bank will merge into Glacier Bank.

• Deal valuation based on GBCI closing price of $41.58 on 23 Jun 2025.
• GNTY directors & executives signed voting agreements supporting the transaction.
• GNTY may declare a special cash dividend reflecting earnings from 31 Mar 2025 to closing.
• Closing targeted for Q4 2025, subject to regulatory and GNTY shareholder approvals plus customary conditions.
• Merger Agreement includes non-solicitation, ordinary-course covenants and customary reps & warranties.

The filing warns of integration, regulatory and market-condition risks in forward-looking statements.

Glacier Bancorp (GBCI) has announced a significant merger agreement with Guaranty Bancshares (GNTY) on June 24, 2025. Under the agreement, GNTY will merge into GBCI, with GBCI surviving as the parent corporation. Subsequently, Guaranty Bank & Trust will merge into Glacier Bank, becoming a wholly-owned subsidiary of GBCI.

Key aspects of the transaction include:

• The merger is subject to regulatory approvals, shareholder consent, and other customary closing conditions
• GBCI will file a Registration Statement on Form S-4 containing the merger details and proxy materials
• Both companies will hold shareholder meetings to approve the transaction

The filing includes forward-looking statements addressing potential risks such as regulatory delays, integration challenges, and market condition changes that could affect the merger's success. The companies have also announced plans to share an investor presentation detailing the proposed transaction benefits and strategic rationale.