Glacier Bancorp Inc SEC Filings

Glacier Bancorp and Guaranty disclosed supplemental information to a pending merger proxy/prospectus after receiving shareholder demand letters alleging omitted material facts. The supplement clarifies that Company A and Glacier received access to preliminary diligence under confidentiality agreements that did not include standstill or "don’t ask, don’t waive" provisions. It discloses a prior Company A non-binding LOI proposing an all-cash transaction of $525 million (inclusive of Guaranty stock options) and that Glacier submitted a March 31 non-binding LOI contemplating a 100% acquisition of Guaranty with a fixed exchange ratio of 0.9300x and creation of a Guaranty Bank division within Glacier. The supplement states Guaranty and Glacier deny the legal merits of the demand letters but are providing these supplemental disclosures to moot the claims; they say this does not change the merger consideration or the special meeting timing.

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.