冰川万通金控美股招股说明书(2025-08-14版)

PROSPECTUS OFGLACIER BANCORP, INC. MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT Dear Guaranty Bancshares, Inc. Shareholders: As you may know, the boards of directors of Guaranty Bancshares, Inc. (“Guaranty”) and Glacier Bancorp, Inc. (“Glacier”) have each unanimously approved amerger of Guaranty with and into Glacier, subject to approval by Guaranty shareholders and appropriate bank regulators. Immediately following the merger, Guaranty’ssubsidiary Guaranty Bank& Trust, N.A. (the “Bank”) will be merged into Glacier’s subsidiary Glacier Bank (“Glacier Bank”), also subject to approval of the appropriatebank regulators. Under the terms of the Plan and Agreement of Merger, dated as of June24, 2025 (the “merger agreement”), Guaranty shareholders will receive 1.0000 share ofGlacier common stock for each share of Guaranty common stock they own as of the effective time of the merger (the “per share stock consideration”), subject to certainadjustments as set forth in the merger agreement, with cash paid in lieu of fractional shares. Glacier common stock trades on The New York Stock Exchange (the“NYSE”) under the symbol “GBCI.” Guaranty’s common stock also trades on the NYSE, but under the symbol “GNTY.” The per share stock consideration is subject to adjustment if Guaranty’s closing capital, after being adjusted in accordance with the terms of the merger agreement,is less than $292,199,000, plus the amount of any capital attributable to the exercise of Guaranty stock options after March31, 2025, if any (the “Closing CapitalRequirement”). In any such event, the per share stock consideration will be reduced on a per share basis in accordance with the formula set forth in the mergeragreement. See “The Merger – Merger Consideration.” If Guaranty’s closing capital, after being adjusted in accordance with the terms of the merger agreement, is inexcess of the Closing Capital Requirement, Guaranty may, prior to the closing of the merger, pay a special dividend to its shareholders in an amount determined inaccordance with the merger agreement. See “The Merger – Merger Consideration.” Assuming for purposes of illustration only that the value of Glacier common stock at closing is $43.77 per share, which was the closing price of Glacier commonstock on August 11, 2025, as quoted on the NYSE, and assuming no adjustments are made to the per share stock consideration, Guaranty shareholders will receiveconsideration with an estimated value of $43.77, consisting of 1.0000 Glacier common share, for each Guaranty common share they own. The value of Glacier commonstock at the time of completion of the merger could be greater than, less than or the same as the value as of the date of this proxy statement/prospectus. We urge you toobtain current market quotations on the NYSE for both Glacier and Guaranty common stock. Assuming that all outstanding Guaranty common shares are exchanged for stock in accordance with the merger agreement and the per share stock consideration isnot adjusted as described above, Guaranty shareholders will, in the aggregate, receive approximately 11.3million Glacier common shares in the merger, representingapproximately 8.73% of Glacier’s outstanding common shares after taking into account Glacier common shares to be issued in the merger. Guaranty will hold a special shareholders’ meeting to vote on the merger agreement on September 17, 2025, at 10:00 a.m. Central Time at GuarantyBank& Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455.Detailed instructions for participation can be found in the notice of special shareholdermeeting that accompanies this proxy statement/prospectus. Whether or not you plan to participate in the special meeting, please take the time to vote by voting over theInternet, by telephone or completing and mailing the enclosed form of proxy.Please give particular attention to the discussion under the heading “Risk Factors”beginning on page 16 for risk factors relating to the merger that you should consider. The board of directors of Guaranty has unanimously recommended that you vote FOR approval of the merger agreement and the other proposals described in thisproxy statement/prospectus. Ty AbstonChairman of the Board& CEO,Guaranty Bancshares, Inc. Neither the Federal Deposit Insurance Corporation, Securities and Exchange Commission, nor any state securities commission hasapproved the securities to be issued by Glacier in the merger or determined if this proxy statement/prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The Glacier common shares to be issued in the merger are not savings or deposit accounts or other obligations of a bank and are notinsured by the Federal Deposit Insurance Corporation or any other governmental agency. Such shares are not guaranteed by Glacier orGuaranty and are subject to investment risk, including the possible loss of principal. Table of Contents 16475 Dallas Parkway, Suite 600, Addison, Texas