Glacier and Guaranty supplement merger proxy after shareholder demands; disclose earlier $525M offer from Company A

GLACIER BANCORP, INC.

Seven demand letters from Guaranty shareholders alleged proxy omissions; Glacier/Guaranty deny claims but add supplemental disclosures.
Company A's non-binding LOI proposed $525M all-cash transaction; Glacier's April 11 LOI valued Guaranty at ~$537M with 1.0x exchange ratio.
KBW advised Guaranty; total fee estimated at ~$6.8M, with $650K payable upon opinion and balance contingent on closing.
Glacier's EPS estimated to be accreted 7.4% (2026) and 7.7% (2027); tangible book value per share diluted by 0.6% at close.
Special meeting of Guaranty shareholders set for Sept 17, 2025; merger consideration and timing unchanged.

item 8.01

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