[8-K] Westamerica Bancorporation Reports Material Event

Rhea-AI Filing Summary

Westamerica Bancorporation disclosed that long-serving director E. Joseph Bowler will retire from the company's Board effective September 25, 2025. Mr. Bowler has served as a director since 2003 and previously retired as the company’s Senior Vice President and Treasurer in 2002.

He served on the Audit, Loan and Investment and Nominating committees and was a member of Westamerica Bank’s Board of Directors. The company stated that Mr. Bowler did not notify it of any disagreement with the company on operations, policies or practices.

Positive

• E. Joseph Bowler served on the Board since 2003, providing long-term institutional knowledge
• He served on Audit, Loan and Investment, and Nominating committees, contributing governance and oversight experience
• The filing states he did not advise of any disagreement with the company on operations, policies or practices

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine, orderly departure of a long-tenured director with no reported conflicts; governance continuity should be manageable.

Mr. Bowler’s retirement removes a director with more than two decades of institutional knowledge, including direct committee experience on Audit, Loan and Investment, and Nominating functions. The filing explicitly notes no disagreements, which signals an orderly separation rather than a governance dispute. For investors, the immediate governance impact is likely limited, though the board will need to consider succession to preserve committee expertise.

Financial Analyst

TL;DR: Low near-term financial impact; the change is primarily governance-related rather than operational or financial.

The disclosure is procedural and does not include operational or financial disclosures that would affect earnings or capital. Mr. Bowler’s roles were committee- and oversight-focused rather than executive, and the company noted he raised no disagreements. Absent additional material developments such as a contested director replacement or related-party matters, this item should be neutral for the company’s financial outlook.

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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): August 12, 2025

Westamerica Bancorporation

(Exact name of registrant as specified in its charter)

California		001-09383		94-2156203
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

1108 Fifth Avenue

San Rafael, California 94901

(Address of Principal Executive Offices) (Zip Code)

(707) 863-6000

(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:

☐	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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WABC	The Nasdaq Stock Market, LLC

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. ☐

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Retirement of Member of Board of Directors

On August 11, 2025, E. Joseph Bowler notified Westamerica Bancorporation (the Company) of his intention to retire from the Company’s Board of Directors, effective as of September 25, 2025. Mr. Bowler retired as Senior Vice President and Treasurer of the Company in 2002. He served on the Company’s Board since 2003. He served as a member of the Audit Committee, the Loan and Investment Committee, the Nominating Committee, and Westamerica Bank’s Board of Directors. Mr. Bowler did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

2

SIGNATURES

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

				WESTAMERICA BANCORPORATION
				(Registrant)
Date: August 12, 2025				By:		/s/ Anela Jonas
						Anela Jonas
						Senior Vice President and Chief Financial Officer

FAQ

Who is retiring from Westamerica Bancorporation (WABC)?

E. Joseph Bowler, a member of the company’s Board of Directors since 2003, is retiring.

When does E. Joseph Bowler’s retirement from WABC take effect?

His retirement is effective on September 25, 2025.

What roles and committees did Mr. Bowler hold at Westamerica?

He previously served as Senior Vice President and Treasurer (retired from that role in 2002) and was a member of the Audit, Loan and Investment and Nominating committees, and Westamerica Bank’s Board.

Did Mr. Bowler report any disagreements with the company?

No. The filing states he did not advise the company of any disagreement with respect to operations, policies or practices.

Does the filing name a replacement director or succession plan for WABC?

The filing does not disclose a successor or any board replacement plan.