塞拉银行 2024年度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission file number:000-33063 SIERRA BANCORP (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.☐Yes☒NoIndicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ Accelerated filer☒ Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).☐Yes☒NoAs of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $289million, based on the closing price reported to the registrant on thatdate of $22.38 per share. Shares of Common Stock held by each officer and director and each person or control group owning more thantenpercent of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes.The number of shares of common stock of the registrant outstanding as of February28, 2025, was13,964,236. Documents Incorporated by Reference:Portions of the definitive proxy statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to SEC Regulation 14A are incorporated by reference in PartIII, Items 10-14. TABLE OF CONTENTS ITEMPAGE PART I1 Item 1.Business Item1A.Risk Factors Item1B.Unresolved Staff Comments Item1C.Cybersecurity28Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29 Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters andIssuer Purchases of Equity Securities Item9B.Other Information 120 120 Item 10.Directors, Executive Officers, and Corporate Governance121Item 11.Executive Compensation121Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Shareholder Matters121Item 13.Certain Relationships and Related Transactions and Director Independence121Item 14.Principal Accounting Fees and Services121 PARTIV122Item 15.Exhibits and Financial Statement Schedules122Item 16.Form 10-K Summary123 SIGNATURES124 PARTI ITEM1.BUSINESS General The Company Sierra Bancorp (the “Company”) is a California corporation headquartered in Porterville, California,and is a registered bank holding company under federal banking laws. The Company was formed toserve as the holding company for Bank of the Sierra (the “Bank”). The Company has been the Bank’ssole shareholder since August2001. The Company exists primarily for the purpo