Form 8-K - Current report

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): January 31, 2024

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GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Montana	000-18911	81-0519541
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


49 Commons Loop	Kalispell,	Montana	59901
(Address of principal executive offices)			(Zip Code)


(406)									756-4200
(Registrant’s telephone number, including area code)

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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 Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GBCI	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events

On February 1, 2024, Glacier Bancorp, Inc. (“Glacier”) issued a press release announcing the completion of Glacier’s acquisition of Community Financial Group, Inc. and its wholly owned subsidiary Wheatland Bank, effective January 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press Release dated February 1, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Dated:	February 1, 2024	GLACIER BANCORP, INC.

		/s/ Randall M. Chesler
		By:	Randall M. Chesler
			President and Chief Executive Officer

NEWS RELEASE February 1, 2024 FOR IMMEDIATE RELEASE CONTACT: Randall M. Chesler (406) 751-4722 Ron J. Copher (406) 751-7706 GLACIER BANCORP COMPLETES ACQUISITION OF COMMUNITY FINANCIAL GROUP, INC. IN SPOKANE, WASHINGTON KALISPELL, MONTANA (GLOBE NEWSWIRE) - Glacier Bancorp, Inc. (“Glacier”) (NYSE: GBCI), today announced the completion of its acquisition of Community Financial Group, Inc. (“CFGW”) (OTC: CFGW), the bank holding company for Wheatland Bank headquartered in Spokane, Washington. A new division, “Wheatland Bank, a Division of Glacier Bank” will be formed and the existing North Cascades division will be combined into Wheatland Bank. The Wheatland Bank division will operate through 23 branches in Central and Eastern Washington and will be a Top 5 community bank by deposit market share. As of September 30, 2023, Wheatland had total assets of $763 million, total loans of $491 million, and total deposits of $609 million. Wheatland Bank, a Division of Glacier Bank, will operate under the leadership of Susan M. Horton, who served as the President and Chief Executive Officer of Wheatland Bank for more than 20 years. Customers of the new Wheatland Bank division will benefit from enhanced service accessibility in all key markets, as well as a more diverse suite of technology, products, and services. About Glacier Bancorp, Inc. Glacier Bancorp, Inc. is the parent company for Glacier Bank and its bank Divisions: Altabank (American Fork, UT), Bank of the San Juans (Durango, CO), Citizens Community Bank (Pocatello, ID), Collegiate Peaks Bank (Buena Vista, CO), First Bank of Montana (Lewistown, MT), First Bank of Wyoming (Powell, WY), First Community Bank Utah (Layton, UT), First Security Bank (Bozeman, MT), First Security Bank of Missoula (Missoula, MT), First State Bank (Wheatland, WY), Glacier Bank (Kalispell, MT), Heritage Bank of Nevada (Reno, NV), Mountain West Bank (Coeur d’Alene, ID), The Foothills Bank (Yuma, AZ), Valley Bank of Helena (Helena, MT), Western Security Bank (Billings, MT), and Wheatland Bank (Spokane, WA). Visit Glacier’s website at www.glacierbancorp.com.

Forward-Looking Statements This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “estimate,” “expect,” “will,” and similar references to future periods. Such forward- looking statements include but are not limited to statements regarding the potential benefits of the business combination transaction involving Glacier and CFGW, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts regarding either company or the combination of the companies. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, that may cause actual results or events to differ materially from those projected, including but not limited to the following: risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Glacier and CFGW operate; uncertainties regarding the ability of Glacier and CFGW to promptly and effectively integrate their businesses; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. Glacier undertakes no obligation to publicly revise or update the forward- looking statements to reflect events or circumstances that arise after the date of this report. For more information, see the risk factors described in Glacier’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC.

Cover Page	Jan. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 31, 2024
Entity Registrant Name	GLACIER BANCORP, INC.
Entity Incorporation, State or Country Code	MT
Entity File Number	000-18911
Entity Tax Identification Number	81-0519541
Entity Address, Address Line One	49 Commons Loop
Entity Address, City or Town	Kalispell,
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59901
City Area Code	(406)
Local Phone Number	756-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	GBCI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000868671
Amendment Flag	false