gbci-20260312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. __ )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12


GLACIER BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held April 29, 2026
9:00 a.m. Mountain Time

To the Shareholders of Glacier Bancorp, Inc.:

We cordially invite you to attend the 2026 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”), to be conducted on April 29, 2026, at 9:00 a.m. Mountain Time (the “Annual Meeting”) at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana. The purpose of the Annual Meeting is to vote on the following proposals:

1.To elect ten directors to serve on the Company’s Board of Directors until the 2027 annual meeting of shareholders;

2.To vote on an advisory (non-binding) resolution to approve the compensation of the Company’s Named Executive Officers;

3.To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

4.To consider such other matters as may properly come before the meeting or any adjournments or postponements.

If you were a shareholder of record or beneficial owner on February 26, 2026, you may vote on the proposals presented at the Annual Meeting. We encourage you to promptly vote by phone or via the Internet, or complete and return the enclosed proxy card or voting instruction form, to ensure that your shares will be represented and voted at the meeting in accordance with your instructions. If you attend the meeting in person, you generally will be able to withdraw your proxy and vote your shares.

Further information regarding voting rights and the business to be transacted at the Annual Meeting is included in the accompanying Proxy Statement. The directors, officers, and employees who serve you genuinely appreciate your continued interest and support as a shareholder in the affairs of the Company and in its growth and development.


March 12, 2026			BY ORDER OF THE BOARD OF DIRECTORS
			/s/ Ron J. Copher
			Ron J. Copher, Secretary


YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting, please vote promptly by phone or via the Internet, or sign and date your proxy card or voting instruction form and return it in the enclosed postage prepaid envelope. You do not need to retain the proxy card or voting instruction form in order to be admitted to the Annual Meeting. If you attend the Annual Meeting, you may vote either in person or by proxy. You may revoke any proxy that you have given either in writing or in person at any time prior to the proxy’s exercise.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2026. A copy of this Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2025, which includes our Form 10-K, are available at www.proxyvote.com.

TABLE OF CONTENTS


			Page
INFORMATION ABOUT THE MEETING			1
Voting on Matters Presented			2
Voting in Person at the Annual Meeting			3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			3
Principal Shareholders			3
Directors and Named Executive Officers			4
TRANSACTIONS WITH MANAGEMENT			5
Certain Transactions			5
SHAREHOLDER ENGAGEMENT			5
PROPOSAL NO. 1 ELECTION OF DIRECTORS			5
Director Nominees			6
CORPORATE GOVERNANCE			9
Corporate Governance Guidelines and Policies			9
Board Leadership Structure			11
Director Qualifications			11
Majority Voting Policy			11
Director Independence			12
Shareholder Communications with the Board of Directors			12
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS			12
Board Authority for Risk Oversight			13
Committees and Committee Membership			13
COMPENSATION OF DIRECTORS			16
Director Compensation Table			16
Director Equity Compensation			17
MANAGEMENT			17
Named Executive Officers Who Are Not Directors			17
EXECUTIVE COMPENSATION			18
COMPENSATION DISCUSSION AND ANALYSIS			18
REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE			30
EXECUTIVE COMPENSATION TABLES			31
Summary Compensation Table			31


Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year-End			33
Option Exercises and Stock Vested			33
Director and Employee Plans			34
Pension Benefits			35
Employment Arrangements and Potential Payments upon Termination or Change In Control			35
CEO Compensation Pay Ratio			39
Pay Versus Performance			40
Equity Compensation Plan Information			44
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION			45
AUDITORS			46
Fees Paid to Independent Registered Public Accounting Firm			46
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			46
REPORT OF AUDIT COMMITTEE			47
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
OTHER BUSINESS			48
2027 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			48
ANNUAL REPORT TO SHAREHOLDERS			49
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS			49

GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901
(406) 756-4200

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2026: This Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2025, which includes our Form 10-K, are available at www.proxyvote.com.

In this Proxy Statement, the terms “we,” “us” and “our” refer to Glacier Bancorp, Inc.

INFORMATION ABOUT THE MEETING

Meeting Information. This Proxy Statement and the accompanying proxy card or voting instruction form are being sent to shareholders on or about March 12, 2026, for use in connection with the 2026 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company” or “Glacier”), to be held on Wednesday, April 29, 2026, at 9:00 a.m. Mountain Time (the “Annual Meeting”) at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana.

Record Date. If you were a shareholder on February 26, 2026 (the “Record Date”), you are entitled to vote at the Annual Meeting. There were approximately 130,107,508 shares of our common stock outstanding on the Record Date.

Quorum. The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes (as defined below) are counted as present for the purpose of determining the presence of a quorum.

Voting Your Shares Now or at the Annual Meeting. To vote now, follow the instructions on your proxy card or voting instruction form. Please vote promptly via the Internet (www.proxyvote.com) or phone (1-800-690-6903) or by completing and mailing your proxy card or voting instruction form. You generally may vote your shares at the Annual Meeting if you attend in person.

Revocation. Any proxy given by a shareholder of record or voting instructions given by a beneficial owner may be revoked before the proxy or voting instructions are exercised at the Annual Meeting by telephone, Internet or mail received prior to 11:59 p.m. Eastern Time on Tuesday, April 28, 2026, or by attending the Annual Meeting in person.

Solicitation of Proxies. Our Board of Directors (“Board”) is soliciting shareholder proxies, and we will pay the associated costs. Solicitation may be made by our directors, officers and employees or by the directors, officers and employees of the divisions of our banking subsidiary, Glacier Bank (“Glacier Bank”), operating under the following names:


•Altabank (American Fork, Utah)			•First State Bank (Wheatland, WY)
•Bank of the San Juans (Durango, CO)			•Glacier Bank (Kalispell, MT)
•Citizens Community Bank (Pocatello, ID)			•Guaranty Bank & Trust (Mount Pleasant, TX)
•Collegiate Peaks Bank (Buena Vista, CO)			•Heritage Bank of Nevada (Reno, NV)
•First Bank of Montana (Lewistown, MT)			•Mountain West Bank (Coeur d’Alene, ID)
•First Bank of Wyoming (Powell, WY)			•The Foothills Bank (Yuma, AZ)
•First Community Bank Utah (Layton, UT)			•Valley Bank (Helena, MT)
•First Security Bank (Bozeman, MT)			•Western Security Bank (Billings, MT)
•First Security Bank of Missoula (Missoula, MT)			•Wheatland Bank (Spokane, WA)

We do not expect to engage an outside firm to provide proxy solicitation services. However, if we do, we will pay a fee for such services. Solicitation may be made through the mail or by telephone, facsimile, email, or in person.

Voting on Matters Presented

Proposal No. 1 - Election of Directors. The ten director nominees who receive the highest number of affirmative votes will be elected. Shareholders are not permitted to cumulate their votes for the election of directors. Votes may be cast FOR or WITHHELD from each nominee. Broker non-votes will have no effect on the outcome of the election.

As described in the section entitled “Corporate Governance – Majority Voting Policy,” the Company has adopted a Majority Voting Policy. Under the policy, as part of the nomination of directors, each of our director nominees is required to tender an irrevocable resignation as a director of the Company. The Company has such a letter on file from each director nominee. If any such director nominee receives more WITHHELD votes than FOR votes in an uncontested election of directors, his or her resignation will be considered by the Company’s Nominating/Corporate Governance Committee (the “Nominating/Governance Committee”) and the Board and may be accepted or rejected.

Proposal No. 2 - Advisory (Non-Binding) Vote on Executive Compensation. A vote FOR this proposal by a majority of the shares voting on the proposal is required to approve the advisory (non-binding) resolution on the compensation of our officers named in the Summary Compensation Table below (the “Named Executive Officers”). You may vote FOR, AGAINST or ABSTAIN from approving the advisory (non-binding) resolution on executive compensation. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm (also referred to as “independent auditors”) for the fiscal year ending December 31, 2026, will be approved if a majority of the shares voting on the proposal are cast FOR the proposal. You may vote FOR, AGAINST or ABSTAIN from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Voting by Shareholders of Record and Beneficial Owners. A significant percentage of Glacier shareholders hold their shares through a broker, bank or other nominee rather than directly in their own names listed in the records maintained by the Company’s transfer agent. As summarized below, there are some differences between the two types of ownership.

Shareholders of Record. If your shares are registered directly in your name with Glacier’s transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and you have the right to grant your voting proxy directly to Glacier. We have enclosed a proxy card for you to use. You also may vote in person at the Annual Meeting as described in the section entitled “Voting in Person at the Annual Meeting.”

Shares represented by properly executed proxies that are received prior to the deadline for submitting proxies and that are not revoked will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, the persons named in the proxy will vote the shares represented by the proxy (i) FOR the director nominees listed in this Proxy Statement, (ii) FOR the advisory (non-binding) resolution to approve the compensation of our Named Executive Officers ("NEOs"), and (iii) FOR ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm.

Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee (including shares held for your account in the Company’s Profit Sharing and 401(k) Plan (“401(k) Plan”)), you are considered the beneficial owner of the shares, and these proxy materials are being forwarded to you by your broker, other nominee, or the trustee for the 401(k) Plan. As the beneficial owner, you have the right to direct your broker, other nominee or the trustee on how to vote. You are being provided with a voting instruction form to use in directing how your shares are to be voted. Beneficial owners (other than participants in the 401(k) Plan) generally are also permitted to vote in person as described in the section entitled “Voting in Person at the Annual Meeting.”

Under the rules of the New York Stock Exchange (the "NYSE") governing voting by brokers, brokers may vote on behalf of their customers without voting instructions or other customer authorization only on routine meeting proposals. Brokers cannot vote on behalf of beneficial owners on non-routine proposals (defined as “broker non-votes”) unless the beneficial owner provides voting instructions. Generally, broker non-votes occur with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

If your shares are held in a brokerage account and you do not submit voting instructions to your broker, your broker may vote your shares at this meeting only on the ratification of the appointment of the independent registered public accounting firm, which is a routine proposal under the NYSE’s rules. If no instructions are given with respect to the other two proposals, your broker cannot vote your shares on those proposals.

Voting in Person at the Annual Meeting

You may vote your shares at the Annual Meeting even if you have previously submitted your vote (except for participants in the 401(k) Plan). If you choose to vote your shares in person at the Annual Meeting, please bring the enclosed proxy card or voting instruction form and proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

There were approximately 130,107,508 shares of common stock outstanding on the Record Date.

Principal Shareholders

The following table includes information as of December 31, 2025, concerning the persons or entities, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), who or which was known to us to be the beneficial owner of more than 5% of the Company’s issued and outstanding common stock on the Record Date.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class
Common Stock	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	14,183,609 (2)	10.9%
Common Stock	The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	12,350,033 (3)	9.5%

(1)Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”) under the Exchange Act, a person or entity is considered to beneficially own shares of common stock if the person or entity has or shares (i) voting power, meaning the power to vote or to direct the voting of the shares, or (ii) investment power, meaning the power to dispose of or to direct the disposition of the shares.

(2)A Schedule 13G/A filed with the SEC on January 23, 2024, indicates that BlackRock, Inc. (“BlackRock”), had sole voting power over 13,930,091 shares and sole dispositive power over 14,183,609 shares of the Company’s common stock. The securities are beneficially owned by various BlackRock subsidiaries, including BlackRock Fund Advisors, which has beneficial ownership of more than 5% of the outstanding common stock. For purposes of the Exchange Act, BlackRock is deemed to be a beneficial owner of such shares.

(3)A Schedule 13G/A filed with the SEC on February 13, 2024, indicates that The Vanguard Group, Inc. (“Vanguard”) had shared voting power over 73,126 shares, sole dispositive power over 12,157,370 shares and shared dispositive power over 192,663 shares of the Company’s common stock. The securities are beneficially owned by various Vanguard subsidiaries. For purposes of the Exchange Act, Vanguard is deemed to be a beneficial owner of such shares.

Directors and Named Executive Officers

The following table shows, as of February 26, 2026 (except as otherwise indicated below), the amount of Glacier common stock beneficially owned by (a) each director and director nominee of the Company, (b) each NEO, and (c) all of Glacier’s directors, director nominees, and NEOs as a group. Beneficial ownership is a technical term broadly defined by the SEC. In general, beneficial ownership includes (i) securities over which a director or a NEO is deemed to have voting or investment power, either directly or indirectly, and (ii) stock options or other rights that are exercisable currently or become exercisable within 60 days of the date as of which the beneficial ownership was determined. Except as noted below, each holder has sole voting and investment power for all shares beneficially owned.

Name and Address**
of Beneficial Owner

Position

Amount and Nature of
Beneficial Ownership of
Common Stock as of
February 26, 2026 (1)

Named Executive Officers

Randall M. Chesler

Director, President and Chief Executive Officer (“CEO”)

94,982

(2)

Ron J. Copher

Executive Vice President (“EVP”), Chief Financial Officer (“CFO”) and Secretary

121,669

(3)

Don J. Chery

EVP and Chief Administrative Officer ("CAO")

51,539

(4)

Ryan T. Screnar

EVP and CAO

10,795

(5)

Lee K. Groom

EVP and Chief Experience Officer ("CXO")

10,980

Directors

David C. Boyles

Director

32,733

(6)

Robert A. Cashell, Jr.

Director

134,344

Jesus T. Espinoza

Director

5,598

Annie M. Goodwin

Director

18,239

(7)

Kristen L. Heck

Director

11,999

Michael B. Hormaechea

Director

7,259

Craig A. Langel

Director, Chair of the Company and Glacier Bank

96,551

(8)

Douglas J. McBride

Director

19,958

Beth Noymer Levine

Director

2,668

Current executive officers and directors as a group (13 individuals)

619,314

* Represents less than 1% of outstanding common stock.

** The business address for each beneficial owner is 49 Commons Loop, Kalispell, Montana 59901.

(1)The numbers and percentages shown are based on the number of shares of Glacier common stock deemed beneficially owned under applicable regulations.

(2)Includes 7,590 shares held for Mr. Chesler’s account in the 401(k) Plan.

(3)Includes 32,585 shares held for Mr. Copher’s account in the 401(k) Plan.

(4)Shares beneficially owned as of February 7, 2025, the date Mr. Chery ceased to be an NEO in connection with his retirement, and held jointly with Mr. Chery's spouse.

(5)Includes 3,115 shares held for Mr. Screnar's account in the 401(k) Plan.

(6)Includes 30,809 shares held jointly with Mr. Boyles’ spouse.

(7)Includes 5,455 shares held in Ms. Goodwin's IRA account

(8)Includes 96,434 shares held directly by Mr. Langel and 117 shares owned by Mr. Langel’s spouse.

Section 16(a) of the Exchange Act requires our directors and executive officers to file reports of their ownership of Glacier’s common stock to the SEC. Based solely on a review of the filings made with the SEC and written representations from our directors and executive officers, we believe that all Section 16(a) filing requirements that apply to our directors and executive officers were complied with for the fiscal year ended December 31, 2025.

TRANSACTIONS WITH MANAGEMENT

Certain Transactions

Transactions between Glacier or its affiliates and related persons (including directors and executive officers of Glacier or their immediate family members) generally must be approved by the Audit Committee (or a comparable committee of independent disinterested directors), in accordance with the Related Person Transactions Policy adopted by the Board. Under the policy, a transaction between Glacier or Glacier Bank and a “related person” will be consummated only if (i) the designated committee, or a majority of the disinterested independent members of the Board, approves or ratifies such transaction in accordance with the guidelines set forth in the policy and (ii) the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party.

During 2025, certain directors and executive officers (and their associates) of Glacier and Glacier Bank were customers of one or more of our bank divisions, and it is anticipated that such individuals will continue to be customers in the future. All transactions between Glacier Bank and such executive officers and directors (and their associates) were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the bank, and, in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features.

SHAREHOLDER ENGAGEMENT

Discussions with Our Shareholders

The Company greatly values input from its shareholders regarding corporate governance, compensation and other important matters related to the Company and its operations. Throughout 2025, management and our Board continued to maintain open lines of communication with significant shareholders. Any feedback received by management is reported to the Board and is taken into consideration with respect to ongoing oversight and decision-making activities. The Company and our directors welcome feedback from shareholders and potential investors.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

In accordance with the Company’s Restated Articles of Incorporation (the "Restated Articles") and amended and restated Bylaws (the “Bylaws”), the Board has set the number of directors for election to the Board at the 2026 Annual Meeting at ten and has nominated the ten persons identified below in the section entitled “Director Nominees” for election at the Annual Meeting. If you elect the nominees presented, they will hold office until the election of their successors at the annual meeting in 2027 or until their earlier resignation.

We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, the proxies may be voted for the election of such substitute nominee(s) as may be designated by the Board.

Director Nominees

Name

Age(1)

Gender

Director

Since

Independent?

Committee Memberships(2)

David C. Boyles (3)

2018

Yes

A (Chair), CP, N/G, RO

Robert A. Cashell, Jr.

2021

Yes

A, CP (Chair), N/G, RO

Randall M. Chesler (4)

2016

Jesus T. Espinoza

2022

Yes

A, CP, N/G, RO

Annie M. Goodwin

2012

Yes

A, CP, N/G, RO (Chair)

Kristen L. Heck

2021

Yes

A, CP, N/G, RO

Michael B. Hormaechea

2021

Yes

A, CP, N/G, RO

Craig A. Langel (3),(5)

2005

Yes

A, CP, N/G, RO

Douglas J. McBride

2006

Yes

A, CP, N/G (Chair), RO

Beth Noymer Levine

2025

Yes

A, CP, N/G, RO

(1)Age at February 26, 2026.

(2)Audit Committee = A; Compensation and Human Capital Committee = CP; Nominating/Governance Committee = N/G; Risk Oversight Committee = RO

(3)Designated by our Board as an “audit committee financial expert” as defined by SEC rules.

(4)Mr. Chesler serves as President and CEO.

(5)Mr. Langel serves as Chair of the Board.

Under the Restated Articles, the number of directors is determined from time to time by a vote of the majority of the Board and may be no fewer than seven and no more than seventeen. Our Board has set the number of directors on the Board at ten, and the Nominating/Governance Committee has identified the ten director nominees set forth above.

Information regarding each of the nominees is provided below, including each nominee’s name, principal occupation, and public company directorships during the past five years. All of the nominees are currently directors of both Glacier and Glacier Bank. Information regarding the amount and nature of each nominee’s ownership of Glacier common stock is provided in the section entitled “Voting Securities and Principal Holders Thereof.”

David C. Boyles Mr. Boyles is a banker with over 47 years of commercial banking experience. He served as President and Chair of the Board of Columbine Capital Corp., and its subsidiary Collegiate Peaks Bank (“Columbine”) from 2006 until January 2018, when Columbine was acquired by the Company. Mr. Boyles also served as Chair of the Audit Committee of Columbine. Prior to joining Columbine, Mr. Boyles served for 22 years as President and CEO and Chair of Guaranty Bank and Trust Company. Mr. Boyles is a founding Trustee of the Rose Community Foundation in Denver, Colorado, where he served for ten years and then continued as a member of its Investment Committee for six years. He served on the board of directors of Rose Hospital for 40 years, and has been on the boards of directors of Winter Park Ski Area and Boy Scouts of America, as well as a trustee of HealthONE. Mr. Boyles also served as the Tenth Federal Reserve District representative to the Federal Reserve Advisory Council from 2006 to 2008. Mr. Boyles currently serves on the Board of Collegiate Peaks Bank, Division of Glacier Bank. Mr. Boyles completed his undergraduate studies at the University of Colorado-Boulder, where he earned a Bachelor of Arts degree in Chemistry and a Bachelor of Science degree in Business-Finance. Mr. Boyles brings to the Board his extensive banking and regulatory knowledge.

Robert A. Cashell, Jr. Mr. Cashell, Jr., is the owner and President of Robert Parker, Inc., which operates the Winners Inn Casino, Pete’s Gambling Hall, Sundance Casino, and the Topaz Lodge. Since 1995, Mr. Cashell, Jr., has also served as the owner and President of Alamo Gaming Holdings, LLC, which owns and operates five casinos in Nevada travel centers under the brand name Alamo Casino. Mr. Cashell, Jr., is also the President and shareholder of Winners Gaming, Inc., a slot route company operating in over 55 taverns and convenience store locations in Nevada. Mr. Cashell, Jr. has over 35 years of experience in hospitality, tourism, recreation, and gaming, and has served on several community boards and trade associations. He is also a director of Red Rock Resorts, Inc., a Nasdaq-listed company, and serves as Chair of its Corporate Governance Committee and a

member of its Audit and Compensation and Human Capital Committees. He was a member of the Board of Managers of Station Casinos LLC, a company with securities registered pursuant to Section 12(g) of the Exchange Act, from 2011 until 2017. Mr. Cashell, Jr., previously served as the Chair of the Board and a member of the loan and audit committees of Heritage Bancorp and Heritage Bank of Nevada until Heritage Bank was acquired by the Company in 2020, and he currently serves as Chair of Heritage Bank, Division of Glacier Bank. He earned a Bachelor of Arts at Pepperdine University. Mr. Cashell, Jr. brings extensive experience in governmental relations, business management and operations, and executive-level leadership to the Board.

Randall M. Chesler Beginning January 1, 2017, Mr. Chesler has served as President and CEO of Glacier and Glacier Bank. Mr. Chesler has more than 40 years of experience in the financial services industry and currently serves on the boards of the Glacier National Park Conservancy, the Montana High Tech Alliance, and the Pacific Coast Banking School. Mr. Chesler is a past Chair of the Mid-Size Bank Coalition of America and currently represents the Ninth District of the Federal Reserve on the Federal Advisory Council. Prior to joining Glacier in 2015, he served as President of CIT Bank, the Salt Lake City-based banking subsidiary of CIT Group. During his ten years with CIT, Mr. Chesler held progressive leadership positions, including President of Small Business Lending and President of Consumer Finance. Prior to CIT, Mr. Chesler held leadership positions with Size Technologies, Associates First Capital, Visa and Citibank. Mr. Chesler brings broad experience in a variety of aspects of financial services and technology industries, as well as proven leadership skills.

Jesus T. Espinoza Mr. Espinoza is a prominent architect of Latino community and business development policy and programs, with over 45 years of community development experience that spans the public, private and non-profit spectrum. Mr. Espinoza is the President and CEO of Espinoza Community Development LLC, a company dedicated to private community development, and is the co-founder and former President and CEO of Raza Development Fund, the largest Latino Community Development Financial Institution in the United States. He also currently serves as a director for The Foothills Bank, Division of Glacier Bank. Mr. Espinoza has extensive experience in executive-level leadership, corporate management, consultation, asset management and community, business and real estate development.

Annie M. Goodwin Ms. Goodwin is an attorney in Helena, Montana, and is the principal of the Goodwin Law Office, P.L.L.C. She maintains a general practice of law including trusts/estate planning, business, nonprofit organizations, and regulatory law. Ms. Goodwin served as Montana’s Commissioner of Banking and Financial Institutions from 2001 to 2010, as Chief Legal Counsel of the Montana Banking and Financial Institutions Division and Department of Commerce from 1988 to 2001, and worked in private practice prior to that time. She has been invited to speak at Bank Director Audit/Risk and the Montana Independent Bankers Association conferences. She was appointed to the Commission on Character and Fitness of Attorney Admissions to the State Bar of the Montana Supreme Court, where she has served as Chair since 1988. She also currently serves as a director for Valley Bank, Division of Glacier Bank. She is active in the State Bar of Montana. Ms. Goodwin earned her Bachelor of Science degree in nursing from Carroll College and worked as a registered nurse before going on to earn her Juris Doctor degree from the University of Montana Law School. She continued her legal education at Hastings College of Law, George Mason University of Law in the Banking Law Section, and completed the FDIC Bank Examination School for Attorneys. Ms. Goodwin brings to the Board her legal expertise and knowledge gained in her role as Commissioner where she had regulatory oversight over the financial institutions in Montana.

Kristen L. Heck Ms. Heck is the owner and Chief Executive Officer of Alternative Staffing Corporation doing business as LC Staffing Service, a Certified Woman Owned Small Business and a Certified Disadvantaged Business Enterprise. She is also the founder and owner of Loyal Care LP, an independent in-home care assistance service. Ms. Heck has over 30 years of leadership in the talent acquisition and staffing industry and over 12 years of experience leading and growing businesses. Ms. Heck is a director of Timber Products Manufacturers Association (in association with TPM MEWA Trust) and also serves as a director of Industrial Staffing Captive and Stillwater Christian School. She currently serves as a director of Glacier Bank, Division of Glacier Bank. Ms. Heck brings to the Board 16 years of experience as a bank director, extensive experience in human capital management and diversity, entrepreneurial and executive expertise, and knowledge of business management and operations, risk assessment and financial reporting.

Michael B. Hormaechea Mr. Hormaechea is the manager of Hormaechea Development LLC and has over 25 years of leadership in the real estate development industry for residential, commercial resort and mixed-use projects. He currently serves as Chair of Mountain West Bank, Division of Glacier Bank. Mr. Hormaechea earned a Bachelor’s degree in Business Administration at the University of San Diego and brings extensive experience in real estate development, construction management, finance, sales, marketing, executive-level leadership, corporate management, operations, strategic planning and business development.

Craig A. Langel Mr. Langel has served the accounting profession for over 40 years and was a Certified Public Accountant (“CPA”) accredited in Business Valuation and a Certified Valuation Analyst. He was an officer and shareholder of Langel & Associates, P.C., providing consulting and tax services throughout the United States. In addition, Mr. Langel is the owner and President of CLC Restaurants, Inc., which owns and operates Taco Bell and KFC restaurants in Montana, Idaho, and Washington, and he is a part owner of Mustard Seed Restaurants. Mr. Langel previously served as a director of Glacier’s former subsidiary First Security Bank of Missoula from 1984 to 2005 and from February 2009 until the consolidation of Glacier’s bank subsidiaries in 2012. Mr. Langel received his education at Montana State University, graduating with a Bachelor of Science degree in accounting. With a career as a CPA for over 40 years, Mr. Langel brings extensive financial acumen to the Board, as well as his experience as a business owner and executive.

Douglas J. McBride Dr. McBride has been an optometrist in Billings for over 30 years. He is a former President of the Montana State Board of Examiners for Optometry, of which he has been a member since 1993, and a past President of the Montana Optometric Association. Dr. McBride is also the former Chair of the Advisory Board for TLC Laser Eye Center in Billings and is the former administrator for the State of Montana for Vision Source, an optometric franchise. Dr. McBride currently serves as a director of Western Security Bank, Division of Glacier Bank. Dr. McBride earned his Bachelor of Arts degree at Linfield College and his Doctor of Optometry degree at the Illinois College of Optometry. Dr. McBride’s expertise in the healthcare community is valuable to the Board and allows him to provide insight into the Company’s healthcare and medical benefit issues, as well as the healthcare industry in general.

Beth Noymer Levine Ms. Noymer Levine is the founder and Principal of SmartMouth Communications, a consulting firm established in 2005 that is focused on helping individuals and organizations communicate effectively. She is also a successful author and frequent speaker on a variety of topics related to effective public communications, media relations, and personal and corporate presentations. Prior to entering the communications consulting business, Ms. Noymer Levine worked for a consulting firm providing investor and public relations and media strategies. She also served as Executive Vice President, Corporate Public Relations, for NationsBank prior to its merger with Bank of America. Ms. Noymer Levine currently serves on the Board of First Community Bank, Division of Glacier Bank. Ms. Noymer Levine brings to the Board extensive experience in executive-level communications, leadership and leadership coaching, media relations, and corporate and management development, in addition to the skills she has acquired as a founder, owner and operator of a successful business.

The Board unanimously recommends a vote FOR the election of each of the nominees to the Board.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Policies

The Board is committed to good business practices, transparency in financial reporting, and high standards of corporate governance. Glacier operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance. The Board periodically reviews our governance policies and practices against those suggested by various groups or authorities active in corporate governance and the practices of other companies, as well as the requirements of the related SEC rules and listing standards of the NYSE.

Our Governance Documents and Policies

You can access the following corporate governance documents of the Company by visiting the Company’s website at www.glacierbancorp.com and clicking on “Governance Documents” or by writing to Corporate Secretary, 49 Commons Loop, Kalispell, Montana 59901:

•Nominating/Corporate Governance Committee Charter

•Compensation and Human Capital Committee Charter

•Audit Committee Charter

•Risk Oversight Committee Charter

•Director Code of Ethics Policy

•Code of Ethics for Senior Financial Officers

•Code of Business Conduct & Ethics

•Corporate Governance Policy

•Clawback Policy

•Anti-Hedging Policy

•Anti-Pledging and Margin Account Policy

•Majority Voting Policy

•Director and Executive Officer Stock Ownership and Retention Guidelines Policy

•Community and Social Responsibility Report

Codes of Ethics

The Board has adopted a Director Code of Ethics Policy, as well as a Code of Ethics for Senior Financial Officers that applies to the Company’s president, chief executive officer, chief financial officer, chief administrative officer, chief accounting officer, treasurer, head of financial planning and analysis, and any persons performing similar functions. The Company also has a Code of Business Conduct and Ethics that governs its employees.

Corporate Governance Policy

The Board has adopted a Corporate Governance Policy to facilitate the effective oversight of the Company’s management and strategic objectives for the benefit of our shareholders. The Corporate Governance Policy sets forth the independence and other qualification standards for directors, including with regard to diversity of backgrounds, skills and other attributes, adherence to the highest financial standards, and ownership of our shares. The policy outlines the responsibilities of directors regarding, among other matters, attendance at meetings and the exercise of diligence and sound, independent judgment while acting in good faith and in a manner the director reasonably believes to be in the best interests of the Company. The Corporate Governance Policy also addresses the Board’s oversight of the Company’s strategic objectives, financial budgets, corporate policies, executive succession planning, and the effectiveness of management and management’s accountability for achieving Company results. The policy assures the Board’s access to management and independent advisors and outlines principles for director compensation.

As required under our Corporate Governance Policy, members of the Board conduct a self-evaluation at least annually under the oversight of the Nominating/Governance Committee to determine whether the Board and each of its committees are functioning effectively. The results of the evaluation also inform the Committee’s recommendations for Board candidates. The Nominating/Governance Committee will make recommendations to the Board based on the annual evaluation outcomes.

See the subheading “Nominating/Corporate Governance Committee” below for a discussion of recent actions.

Clawback Policy

The Board has adopted a Clawback Policy providing for the recovery of incentive compensation in specified circumstances. Under the Clawback Policy, if Glacier is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will seek to recover compensation from any current or former executive officer who received incentive compensation based wholly or in part upon the attainment of a financial reporting measure during the three-year period preceding the date of the restatement, in excess of what would have been paid to the executive under the accounting restatement.

Anti-Hedging Policy

The Board has adopted an Anti-Hedging Policy that prohibits our directors, officers and employees and their designees from engaging in a “hedging transaction,” which is generally a transaction that would have the economic effect of establishing a downside price protection in connection with Glacier common stock owned by such person, whether by purchasing or selling a security or derivative security, or otherwise. This type of transaction may create the appearance that the person’s interests are not aligned with those of our shareholders generally, to the extent that it is designed to hedge or offset any decrease in the market value of Glacier common stock, some or all of which may have been granted to our directors, officers and employees as part of their compensation.

Anti-Pledging and Margin Account Policy

The Board has adopted an Anti-Pledging and Margin Account Policy that prohibits our directors and executive officers from pledging Glacier common stock as collateral or from holding Glacier common stock in a margin account.

See the subheading “Majority Voting Policy” below for a discussion of that policy.

Stock Ownership and Retention Guidelines Policy

The Board has adopted a Director and Executive Officer Stock Ownership and Retention Guidelines Policy (the “Stock Ownership Policy”) for its directors and executive officers which is intended to help closely align the financial interests of such persons with those of Glacier’s shareholders. Within five years after appointment or election to the Board, each director is expected to acquire and retain shares of Glacier common stock having a market value of at least five times his or her annual cash retainer, exclusive of committee fees. All directors have met the guideline or are on track to meet the guideline within the required timeframe.

Executive officers who are required to file reports pursuant to Section 16 of the Exchange Act are similarly expected, within five years of appointment or within three years of an increase in base salary, to acquire and retain Glacier shares having a specified market value. The CEO is expected to own shares having a market value equal to at least six times his or her annual base salary, and each other executive officer is expected to own shares having a market value equal to at least four times his or her annual base salary. Each of our executive officers has met the guideline or is on track to meet the guideline within the required timeframe.

The Stock Ownership Policy permits the inclusion of unvested restricted stock units (“RSUs”) when calculating a director or executive officer's level of share ownership. Unless a director or executive officer has achieved the applicable guideline level of share ownership, he or she is required to retain an amount equal to 50% of the net shares received as a result of the exercise, vesting or payment of any Glacier equity awards granted to him or her. Other members of senior management who are eligible to receive equity-based awards are also subject to stock retention guidelines, which include the same requirement to retain 50% of all net shares received if the requirements under the applicable guidelines are not met.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities, applicable to our directors, officers, employees, and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance by the Company and persons covered by the policy with insider trading laws, rules and regulations, as well as NYSE listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19 to the Company's Form 10-K for the year ended December 31, 2025.

Board Leadership Structure

The Board is committed to maintaining an independent Board. To that end, it has been our practice to separate the duties of Chair and CEO. At this time, the Board believes that the separation of duties of Chair and CEO eliminates any inherent conflict of interest that may arise when the roles are combined and that a non-employee director who is not serving as an executive officer of Glacier can best provide the necessary leadership and objectivity required as Chair.

Director Qualifications

The Board believes that it is necessary for each of our directors to possess many qualities and skills. All of our directors bring to our Board a wealth of leadership experience derived from their extensive board service and their service in a variety of professional and executive positions, as follows:

Director Nominee

Banking Industry

Audit / Accounting / Finance

Business Operations

Legal / Regulatory

Risk Management

Executive Leadership

Human Capital / Diversity

David C. Boyles

●

Robert A. Cashell Jr.

●

Randall M. Chesler

●

Jesus T. Espinoza

●

Annie M. Goodwin

●

Kristen L. Heck

●

Michael B. Hormaechea

●

Craig A. Langel

●

Douglas J. McBride

●

Beth Noymer Levine

●

As outlined in our Corporate Governance Policy and its charter, the Nominating/Governance Committee is responsible for, among other duties, monitoring Board composition and the oversight and nomination process for director nominees. To this end, the Nominating/Governance Committee annually reviews the experience, qualifications, attributes and skills of each director and nominee as part of its evaluation as to whether or not the nominees are the right individuals to serve on Glacier’s Board and help Glacier successfully meet its long-term strategic plans. Because each director must be re-elected at each annual meeting, the Nominating/Governance Committee has a yearly opportunity to assess these factors and, if appropriate, determine not to re-nominate any director. A more detailed discussion regarding the considerations given by the Nominating/Governance Committee when considering director nominees is set forth below in the section entitled “Nominating/Corporate Governance Committee.”

Majority Voting Policy

The Company has adopted the Majority Voting Policy under which each director nominee is required to tender an irrevocable resignation as a director of the Company. The Company has such a letter on file from each 2026 director nominee. If any such nominee receives more WITHHELD votes than FOR votes in an uncontested election of directors, his or her resignation will be considered by our Nominating/Governance Committee and our Board.

We believe that the Majority Voting Policy enhances our accountability to shareholders by formalizing the consequences of a “majority withhold” vote and demonstrating our responsiveness to director election results, while at the same time protecting the long-term interests of the Company and its shareholders.

An “uncontested election” is generally an election in which the number of nominees for election does not exceed the number of Board positions to be filled. In a contested election, the Majority Voting Policy will not apply, and the nominees will be elected by plurality voting.

The Nominating/Governance Committee will consider any director resignation tendered under the policy and recommend to the Board the action to be taken with respect to such resignation. The Nominating/Governance

Committee may recommend that the resignation be accepted or to defer acceptance until a qualified replacement director is identified and elected to the Board. The Nominating/Governance Committee may also recommend that the resignation be rejected, either: (i) unconditionally; (ii) by addressing what the Nominating/Governance Committee believes to be the underlying reasons for the failure of the director to receive more FOR votes than WITHHELD votes; or (iii) by resolving that the director will not be re-nominated for election in the future.

In considering a tendered resignation, the Nominating/Governance Committee is authorized to consider all factors it deems relevant to the best interests of the Company and its shareholders. The policy contains a non-exclusive list of the factors that may be considered in any particular circumstance.

The Board (excluding the director whose resignation is being considered) will act on the recommendations of the Nominating/Governance Committee no later than 90 days following certification of the shareholder vote. The Board is authorized to consider information and factors which led to the nomination of the director by the Nominating/Governance Committee and any additional factors the Board deems relevant to the best interests of the Company and its shareholders. Following the Board’s decision, the Company will promptly publicly announce such decision, provide an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation.

Director Independence

With the assistance of legal counsel to the Company, the Nominating/Governance Committee has reviewed the applicable legal standards for Board and Board committee member independence. The Nominating/Governance Committee has also reviewed the answers to annual questionnaires completed by each of the directors, which identify any potential director-affiliated transactions.

The Board then analyzed the independence of each director other than our CEO and determined whether they met the standards regarding independence described in our Corporate Governance Policy, including those required by applicable law, regulation and listing standards of the NYSE. The Board determined whether or not each such director is free of relationships that would interfere with the individual exercise of independent judgment. In determining the independence of each such director, the Board considered many factors, including loans to directors and any entities controlled by a director. Each such loan was made on the same terms as comparable transactions made with persons not related to Glacier, Glacier Bank, or our bank divisions. Such arrangements are discussed under the section entitled “Transactions with Management.”

Based on the standards described above, the Board determined that each of the directors listed in the table below is independent but that Randall M. Chesler, Glacier’s President and CEO, is not independent.


•David C. Boyles			•Robert A. Cashell, Jr.
•Jesus T. Espinoza			•Annie M. Goodwin
•Kristen L. Heck			•Michael B. Hormaechea
•Craig A. Langel			•Douglas J. McBride
•Beth Noymer Levine

Shareholder Communications with the Board of Directors

As described in our Corporate Governance Policy, the Company and the Board welcome communications from shareholders and other interested parties. Communications may be made by writing to the Chair of the Board, c/o Corporate Secretary, Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901. A copy of any such written communication will also be sent to our CEO. If the Chair and the CEO determine that such communications are relevant to and consistent with Glacier’s operations and policies, such communications will be forwarded to the entire Board for review and consideration.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held 12 meetings, 1 of which was a special meeting, during the fiscal year ended December 31, 2025. Each director attended at least 75% of the meetings of the Board and the committees on which he or she served during the period. We encourage but do not require our directors to attend our annual meetings of shareholders. Last year, all of our directors then in office attended the annual meeting.

Board Authority for Risk Oversight

The Board has the ultimate authority and responsibility for overseeing risk management at Glacier. Some aspects of risk oversight are fulfilled at the full Board level. For example, the Board regularly receives reports from management on risk components that impact the operations and reputation of the Company. The Board delegates other aspects of its risk oversight function to certain of its committees.

The Audit Committee oversees financial, accounting and internal control risk management, and legal and regulatory compliance. The director of the Company’s internal audit function reports directly to the Audit Committee. The executive officers regularly report directly to the entire Board and to appropriate Board committees with respect to the risks they are responsible for managing.

The Compensation and Human Capital Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs. As part of this process, the Compensation and Human Capital Committee is responsible for analyzing the compensation policies and practices for the NEOs, as well as all employees. In its review of these policies and practices, the Compensation and Human Capital Committee has determined that the current policies and practices do not create or encourage employees to take risks that are reasonably likely to have a material adverse effect on the Company. To further mitigate risks, the Board has also adopted a Clawback Policy for the recovery of incentive payments to executive officers in certain circumstances.

The Risk Oversight Committee oversees the enterprise risk management practices of the Company regarding the identification, measurement, monitoring, and control of the Company’s principal business risks related to strategy, credit, the market and interest rates, liquidity, operations, cybersecurity, reputation, and safety and soundness laws and regulations. It also promotes accountability within the Company through the Three Lines model.

During 2025, Glacier's independent directors met in executive sessions at Board and committee meetings four times.

Committees and Committee Membership

Throughout this Proxy Statement, we refer to all four of the committees established by the Board. All of the independent directors were members of all four committees throughout 2025. Mr. Chesler was not considered an independent director in 2025, so he did not serve as a member of any of the Board committees.

The Board reviews on an annual basis the committee charters established for the operation of each Board committee and considers changes recommended by the Nominating/Governance Committee.

Audit Committee. Each Audit Committee member is considered independent as defined by NYSE listing standards and applicable SEC rules. As part of its periodic review of Audit Committee matters, the Audit Committee has received updates on the relevant requirements of applicable SEC rules and the corporate governance listing standards of NYSE. The Audit Committee held 14 meetings in 2025.

The Audit Committee is responsible for the oversight of the quality and integrity of Glacier’s financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors, the performance of its internal audit function and independent auditors, and other significant financial matters, and reports any issues to the Board. In discharging its duties, the Audit Committee is expected to, among other authority and responsibilities:

•have the sole authority to select, compensate, oversee, and evaluate the independent auditors;

•review and approve the engagement and related fees of the Company’s independent auditors to perform audit and non-audit services;

•review and discuss with management and the independent auditors the Company's annual audited financial statements and quarterly financial statements, including disclosures regarding management's analysis of the Company's financial results and condition;

•oversee the Company's internal audit function and review and discuss with management and the independent auditor, as appropriate, the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures;

•meet separately with the Company’s internal audit department, independent auditors, and management;

•review the Company's financial reports and disclosures submitted to bank regulatory authorities;

•review significant issues and judgments regarding accounting principles, financial statement presentation and reporting, and the adequacy of the Company's internal control over financial reporting;

•discuss the Company's major financial risk exposure and its practices, guidelines, policies and processes for risk assessment and risk management;

•maintain procedures for the receipt, retention and treatment of complaints regarding financial and accounting matters;

•review and approve all related person transactions within the scope of Item 404 of SEC Regulation S-K; and

•have the authority to retain such outside counsel, experts, and other advisors as the Audit Committee may deem appropriate in its sole discretion, and to determine related fees and retention terms.

Compensation and Human Capital Committee. Each Compensation and Human Capital Committee member is considered independent as defined by NYSE listing standards and applicable SEC rules. The Compensation and Human Capital Committee held 8 meetings in 2025. The Compensation and Human Capital Committee reviews the performance of the Company’s CEO and other key employees and determines, approves, and reports to the Board on the elements of their compensation and long-term equity-based incentives. In determining the CEO’s compensation, the Compensation and Human Capital Committee establishes corporate goals and objectives for the CEO's performance and evaluates his performance in light of those goals and objectives, and determines the CEO's compensation based on this evaluation. A complete description of the executive compensation process applicable to 2025 is described under the section entitled “Compensation Discussion and Analysis.”

In addition, among other authority and responsibilities, the Compensation and Human Capital Committee:

•reviews and monitors the relationship among risk, risk management and compensation in light of the Company’s objectives and applicable regulatory guidance;

•reviews and monitors the development, implementation, and effectiveness of policies and strategies related to human capital management, including culture, recruitment, talent development and diversity, equity and inclusion;

•has the sole discretion to retain or obtain the advice of any advisor, including but not limited to compensation consultants and outside legal counsel, after taking into consideration certain independence factors as specified in the charter;

•recommends, if appropriate, new employee benefit plans to the Board;

•reviews the effectiveness of all employee benefit offerings;

•makes determinations in connection with compensation matters as may be necessary or advisable;

•recommends, if appropriate, revisions to the compensation and benefit arrangements for directors and executive officers; and

•determines the amounts of reasonable compensation to be paid to each compensation consultant, independent legal counsel, and any other adviser retained by the Committee.

Nominating/Corporate Governance Committee. Each Nominating/Governance Committee member is considered independent as defined by the NYSE listing standards. The Nominating/Governance Committee is responsible for performing an annual evaluation of the Board’s composition and size and the overall effectiveness of the Board and nominating a slate of directors for election at the Company’s annual meeting, as well as recommending to the Board individuals to fill vacant positions.

The Nominating/Governance Committee is also responsible for:

•assisting in the development of appropriate management succession plans;

•making recommendations to the Board regarding Board committee structure and appointments and changes to Board committee charters;

•developing and supervising the administration of corporate governance principles applicable to the Company, Glacier Bank, and our bank divisions in furtherance of emerging standards and best practices and the needs of the Company and its shareholders, including the Company’s Corporate Governance Policy, codes of ethics governing employees, officers and directors, and insider trading policies and procedures;

•overseeing the Company’s efforts in establishing and maintaining high standards for corporate social responsibility; and

•making such recommendations to the full Board regarding other governance issues affecting the Company as the Nominating/Governance Committee considers appropriate.

The Nominating/Governance Committee also oversees the Company’s response to social, environmental, and governance issues, including its human capital management strategy. The Nominating/Governance Committee held seven meetings in 2025.

The Nominating/Governance Committee will consider nominees recommended by shareholders if the recommendations are made in accordance with the procedures described in this Proxy Statement under the section entitled “2027 Shareholder Proposals and Director Nominations.”

The Nominating/Governance Committee is responsible for monitoring Board composition, including identifying individuals qualified to become Board members and determining methodologies for finding the best possible candidates with regard to experience and diversity. The Nominating/Governance Committee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on the Board. Diversity of backgrounds and experiences are among the factors that the Nominating/Governance Committee considers when evaluating Board composition. The Nominating/Governance Committee and the Board value a diversity of backgrounds, viewpoints, professional experience and skills among its directors.

The current Nominating/Governance Committee Charter does not list specific qualifications for Nominating/Governance Committee-recommended nominees; rather, the Nominating/Governance Committee evaluates each nominee on a case-by-case basis, including assessment of each nominee’s professional qualifications and experience, special skills, gender, ethnic background and other demographics, and how these complement the Board’s current composition and skills. These considerations are also included in our Corporate Governance Policy. In deciding whether or not to recommend incumbent directors for re-nomination, the Nominating/Governance Committee evaluates the evolving needs of the Company and assesses the effectiveness and contributions of its existing directors.

In 2025, our Nominating/Governance Committee conducted a survey of the Board’s performance, as required by our Corporate Governance Policy and the listing requirements of the NYSE. Each director completed a self-evaluation and a comprehensive questionnaire regarding the composition, performance, initiative, and overall effectiveness of the Board. The annual evaluation also assessed the characteristics, diversity, qualifications, independence and performance of individual directors, including a director peer review. The evaluation process informs the Nominating/Governance Committee’s recommendations for Board candidates for election at the Company’s annual meeting and to fill vacancies on the Board as they occur. The Board reviewed the survey results at a Board meeting and discussed areas for improvement.

Risk Oversight Committee. The Risk Oversight Committee assists the Board in fulfilling its oversight responsibilities with regard to the Company’s risk management program. The Risk Oversight Committee held 8 meetings in 2025. Among the responsibilities of the Risk Oversight Committee is to engage management in an ongoing risk-appetite dialogue as conditions and circumstances change and new opportunities arise. The Risk

Oversight Committee reviews and approves the risk-appetite statement of the Company regularly and approves any material amendments to the risk-appetite statement. The Risk Oversight Committee is also responsible for oversight and monitoring of the Company's cyber risk management profile and related programs. It receives quarterly reports by Glacier Bank's Chief Information Security Officer that address the current landscape of cybersecurity threats, any notable recent incidents, and a summary of emerging cybersecurity trends. In carrying out its responsibilities and duties, the Risk Oversight Committee will foster an environment that encourages the Senior Vice President/Chief Risk Officer and all Company officers and employees to raise any risk issues or concerns freely and without concern of retribution.

COMPENSATION OF DIRECTORS

The Compensation and Human Capital Committee has authority over director compensation subject to the Board’s authority to approve changes. Our directors receive cash compensation and stock awards. Glacier does not pay directors who are also employees of the Company additional compensation for their service as directors.

Director Compensation Table

The following table shows compensation paid or accrued for 2025 to Glacier’s non-employee directors. These directors also serve on the Board of Directors of Glacier Bank. Mr. Chesler is not included in the table as he was an employee of Glacier in 2025 and thus received no compensation for his services as a director. The footnotes to the table describe the details of each form of compensation paid to directors.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)		Total ($)
	(1)	(2) (3)
David C. Boyles	82,500	60,045	17,180	(4)	159,725
Robert A. Cashell, Jr.	78,333	60,045	16,305	(5)	154,683
Sherry L. Cladouhos (6)	27,500	20,032	—		47,532
Jesus T. Espinoza	70,000	60,045	21,775	(7)	151,820
Annie M. Goodwin	82,500	60,045	11,520	(8)	154,065
Kristen L. Heck	70,000	60,045	21,025	(9)	151,070
Michael B. Hormaechea	70,000	60,045	23,525	(10)	153,570
Craig A. Langel	130,000	60,045	—		190,045
Douglas J. McBride	82,500	60,045	14,985	(11)	157,530
Beth Noymer Levine	70,000	60,045	13,645	(12)	143,690

(1)Directors are paid an annual retainer of $70,000, Chair of the Board is paid an additional annual retainer of $60,000, and committee chairpersons are paid an annual retainer of $12,500. Amounts include all Board and committee chairperson fees earned or deferred in 2025.

(2)Represents the grant date fair value of the stock awards, based on the per-share price of Glacier’s common stock at the close of business on February 15, 2025 ($49.83), the date on which the stock awards were granted. The fair value of these awards was determined in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s accompanying Annual Report.

(3)The stock awards were fully vested at the time of grant.

(4)Amount reflects fees earned for service as a director of Collegiate Peaks Bank (CO), Division of Glacier Bank.

(5)Amount reflects fees earned for service as a director of Heritage Bank (NV), Division of Glacier Bank.

(6)Ms. Cladouhos retired from the Board on April 30, 2025.

(7)Amount reflects fees earned for service as a director of The Foothills Bank (AZ), Division of Glacier Bank.

(8)Amount reflects fees earned for service as a director of Valley Bank (MT), Division of Glacier Bank.

(9)Amount reflects fees earned for service as a director of Glacier Bank (MT), Division of Glacier Bank.

(10)Amount reflects fees earned for service as a director of Mountain West Bank (ID), Division of Glacier Bank.

(11)Amount reflects fees earned for service as a director of Western Security Bank (MT), Division of Glacier Bank

(12)Amount reflects fees earned for service as a director of First Community Bank (UT), Division of Glacier Bank

Director Equity Compensation

Fully vested equity awards for 2025, as set forth in the Director Compensation Table above, were made to non-employee directors in February 2025 under Glacier’s 2015 Stock Incentive Plan.

MANAGEMENT

Executive Officers Who Are Not Directors

The following table sets forth information with respect to the current NEOs who are not directors of Glacier, including employment history for at least the last five years. All executive officers are appointed annually and serve at the discretion of the Board.


Name	Age	Position with Glacier and Glacier Bank	Executive Officer Beginning
Ron J. Copher	68	Executive Vice President, Chief Financial Officer, and Secretary	2006
Ryan T. Screnar	52	Executive Vice President and Chief Administrative Officer	2024
Lee K. Groom	49	Executive Vice President and Chief Experience Officer	2024

Ron J. Copher Mr. Copher joined the Company in 2006 and has served as the CFO since March 2007. He is a Certified Public Accountant. In addition, he has served as Secretary since April 2017. Mr. Copher has more than 40 years of experience in the financial services industry. Prior to joining Glacier, he served as CFO and Secretary of Oak Hill Financial, Inc. in Jackson, Ohio; prior to that, he was a partner with Grant Thornton LLP and was the Practice Leader of the Financial Services Industry Group for Southern California. Mr. Copher received his education at the University of Cincinnati, graduating with a Bachelor of Arts degree in Economics and a Master of Science degree in Taxation. In February 2026, Mr. Copher announced that he intends to retire after a successor is appointed and that he will continue to serve in an advisory role for a period of time thereafter to ensure a smooth transition.

Ryan T. Screnar Mr. Screnar served as Glacier Bank's Senior Vice President and Chief Compliance Officer from January 2022 through November 1, 2024, when he was promoted to Executive Vice President and Chief Compliance Officer of Glacier and Glacier Bank. He was appointed to his present position as Executive Vice President and Chief Administrative Officer on February 7, 2025, when Don Chery retired from that position. Prior to taking the position of Senior Vice President and Chief Compliance Officer, Mr. Screnar held various positions with increasing responsibilities since joining Glacier Bank as an Internal Auditor in the Internal Audit Department in May 2000, including as Audit Director from October 2000 until November 2016. Mr. Screnar is a graduate of University of Montana. He is also a graduate of Pacific Coast Banking School and a licensed CPA.

Lee K. Groom Mr. Groom was appointed as Senior Vice President and Chief Experience Officer of the Company and Glacier Bank in October 2018. He was promoted to Executive Vice President and Chief Experience Officer on November 1, 2024. Mr. Groom’s role as Chief Experience Officer was expanded by the Board in connection with his promotion to address Glacier Bank's increasingly complex operating and regulatory environment as a result of the Company’s continued growth. Mr. Groom had previously spent nearly two decades in the financial services industry in various roles of increasing responsibility, most notably with HSBC and First Interstate Bank. Mr. Groom is a graduate of Colorado College.

EXECUTIVE COMPENSATION

The following sections describe the compensation that Glacier pays its NEOs. At the end of 2025, Glacier had four individuals serving in positions with responsibilities fitting within the definition of “executive officer” under the SEC’s rules. Don Chery also served as an executive officer until his retirement in February 2025.

Glacier’s NEOs and titles at December 31, 2025 were:


Name			Title
Randall M. Chesler			President, Chief Executive Officer, and Director
Ron J. Copher			Executive Vice President, Chief Financial Officer, and Secretary
Ryan T. Screnar			Executive Vice President and Chief Administrative Officer
Lee K. Groom			Executive Vice President and Chief Experience Officer

The following sections include (i) the Compensation Discussion and Analysis, including narrative and tabular disclosures about various compensation programs available to the NEOs; (ii) the Report of the Compensation and Human Capital Committee; (iii) the Summary Compensation Table and related tables detailing the compensation of the NEOs; and (iv) narrative and tabular disclosures about the employment agreements with and termination or change-in-control benefits payable to the NEOs.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (the “CD&A”) provides an overview and analysis of our Compensation and Human Capital Committee’s philosophy and objectives in designing Glacier’s compensation programs, as well as the compensation determinations and the rationale for those decisions relating to our NEOs.

This discussion should be read together with the compensation tables for our NEOs, which follow this discussion. Unless otherwise indicated, any references to a particular year in this discussion means the fiscal year ended December 31 of such year.

Executive Summary

2025 Financial and Strategic Highlights

2025 was a transformative year for the Company. Notably, we successfully closed two strategic acquisitions: Bank of Idaho in April and Guaranty Bank & Trust in October, growing our footprint in fast-growing Idaho and expanding our Southwest region to include Texas. This was the largest acquisition year in our history with over $4.7 billion in total assets acquired, topping our previous record of $4.1 billion in assets acquired in 2021. Glacier also delivered strong financial results in 2025 with significant growth in all key metrics:

•On October 1, 2025 the Company completed the acquisition of Guaranty Bancshares, Inc., the bank holding company for Guaranty Bank & Trust, N.A. (collectively, “Guaranty”). The acquisition expanded the Company’s Southwest presence and was its first entry into the state of Texas. Guaranty had total assets of $3.357 billion as of the acquisition date.

•On April 30, 2025, the Company completed the acquisition of Bank of Idaho Holding Co., the bank holding company for Bank of Idaho (collectively, “BOID”), which had total assets of $1.364 billion as of the acquisition date.

•Net income was $239 million, an increase of $48.9 million, or 26%, from the prior year net income of $190 million. The increase was primarily driven by the increase in net interest income which more than offset the increase in non-interest expense.

•Net interest income was $889 million, an increase of $184 million, or 26%, over the prior year. Interest income increased $156 million, or 14%, over the prior year, while interest expense decreased $28 million, or 7%, over the prior year.

•Return on average equity and return on average assets for 2025 were 6.59% and 0.81%, respectively.

•Glacier ended 2025 with total assets of $32.0 billion, which was an increase of $4.075 billion over the prior year.

•The loan portfolio increased by $3.666 billion, or 21%, from the prior year end and total deposits increased $4.044 billion, or 20% from the prior year end, primarily as a result of the acquisitions.

•Stockholders’ equity increased $989 million, or $3.99 per share, during 2025, which was the combined result of earnings retention, a decrease in unrealized loss on debt securities, and common stock issued from the Guaranty and BOID acquisitions. Glacier declared quarterly cash dividends totaling $1.32 per share during 2025.

•Credit quality remained at historically low levels, with non-performing assets ending the year at 0.22% of subsidiary assets compared to 0.10% at the prior year end. Net charge-offs for 2025 remained low at 0.06% of loans compared to 0.08% of loans for the prior year.

Key Aspects of 2025 Executive Compensation

In 2025, the Compensation and Human Capital Committee continued to reinforce a strong link between executive pay and Company performance. Approximately 70% of our CEO’s and 52% on average of our other three full-year NEOs’ compensation was variable and at-risk. In addition, the NEOs’ long-term incentive grants were based on prior year performance with an additional time-based vesting requirement.

Based on its annual compensation review and upon consideration of relevant market data, the Compensation and Human Capital Committee approved salary increases for Mr. Chesler and Mr. Copher of 6% and 7%, respectively. Our NEOs’ annual incentive as a percentage of base salary for 2025 remained the same as 2024, except for Messrs. Copher and Chery who each received a 5% increase. The Compensation and Human Capital Committee made several structural changes to the annual incentive to align with market practice, including to eliminate the overlapping metrics with the long-term incentive by replacing the Return on Tangible Equity metric with Pre-Provision Net Revenues. Our annual incentive program for 2025 achieved an award level at 138.09% of target, reflecting our strong performance on key measures.

The Compensation and Human Capital Committee approved an increase to the long-term target opportunity as a percentage of base salary of 20% for the CEO in 2025 from the 2024 level. The long-term incentive target opportunities for the other three full-year NEOs remained the same. The increase for our CEO was intended to align our CEO’s long-term incentive opportunity with market levels for its peer group. The long-term incentive awards were granted in 2025 based on the achievement of 2024 performance at 92.69% of target.

Say-on-Pay Vote

Our shareholders overwhelmingly approved the compensation of our NEOs at the 2025 annual shareholder meeting, with 97.7% of shareholder votes cast in favor of the advisory vote on NEO compensation ("Say-on-Pay"). As the Compensation and Human Capital Committee has evaluated our compensation programs since the Say-on-Pay vote in 2025, it has taken into account our shareholders’ vote of confidence in retaining the key elements of our executive compensation program as described below to ensure a continued link of executive pay with Company performance.

Executive Compensation Philosophy

The quality and loyalty of our employees, including our executive team, is critical to executing our community banking philosophy, emphasizing personalized service combined with the full resources of a larger banking organization. To meet our primary goal of attracting, retaining and incenting highly qualified and loyal executives and employees within the context of our corporate culture, our compensation programs are designed with the following principles in mind:

•We are committed to providing effective compensation and benefit programs that are competitive within our industry and with other relevant organizations with which Glacier, Glacier Bank, and our bank divisions compete for employees.

•Our programs are designed to encourage and reward behaviors that ultimately contribute to the achievement of organizational goals.

•Our executive officer compensation has a meaningful portion of total compensation opportunity linked to the achievement of short- and long-term goals and delivering increasing shareholder value.

•Our pay programs and practices reinforce our commitment to providing a work environment that promotes respect, teamwork, and individual growth opportunities.

Consistent with this overall philosophy, we have designed our executive compensation programs to be relatively straightforward and transparent to shareholders, while providing benefits appealing enough to attract, retain and motivate highly qualified executives.

The Compensation and Human Capital Committee designs our overall compensation program and makes decisions regarding individual executive compensation in the context of a “total compensation policy” that takes into account the overall package of compensation benefits provided to each executive. Our philosophy is to tie a significant percentage of an executive’s compensation to the achievement of Company financial and performance goals. Accordingly, Glacier strives to set base salaries at competitive levels, with an opportunity for each executive to be rewarded through the annual incentive bonus and equity grants if Glacier meets its performance objectives.

The compensation philosophy is reviewed and approved annually by the Compensation and Human Capital Committee. Decisions made by the Compensation and Human Capital Committee and the Board relative to compensation take all current applicable rules, regulations and guidance into consideration and are made with the goal of being compliant with all such requirements.

Our Compensation Governance Practices

Glacier is committed to pay for performance and sound compensation and governance practices, including the following:

What We Do

Performance-based short-term and long-term incentive plans

Stock Ownership and Retention Guidelines Policy for executives and directors

Achieve 96% or higher annual Say-on-Pay approval since 2017

Engagement of an independent compensation consultant

Maintain a Clawback Policy

Majority of total compensation is variable and at risk

Use diverse set of metrics in compensation plan designs

“Double trigger” change-in-control severance

Reference a peer group of companies based on industry, asset size and business model compatibility for purposes of reviewing compensation

What We Don’t Do

No grants of multi-year guaranteed incentive awards for executive officers

No excise tax “gross-ups” upon a change in control

No hedging of Glacier stock

No pledging of Glacier stock

No liberal share recycling

No excessive perks for executives

No repricing of awards without shareholder approval

No payment of dividends or dividend equivalents on awards that have not yet vested

Role of the Compensation and Human Capital Committee

The Compensation and Human Capital Committee operates under a written charter adopted by the Board that is reviewed annually along with other charters applicable to our Board committees. The Compensation and Human Capital Committee is responsible for the design, implementation and administration of the compensation programs for our executive officers and directors. When appropriate, the Compensation and Human Capital Committee makes recommendations to the Board on items that require Board approval. In 2025, the Compensation and Human Capital Committee:

•Monitored incentive programs with a view to avoid creating incentives that could subject the Company to excessive risk;

•Reviewed and recommended salary adjustments for all NEOs for Board approval;

•Reviewed the annual and long-term incentive program opportunities and goals and recommended Board approval;

•Reviewed the 2025 annual and long-term incentive program performance results and awards earned by the NEOs in 2024 and recommended Board approval; and

•Reviewed and recommended Board approval of the payment of the annual incentive plan mandatory deferrals to the NEOs from prior years’ performance.

Role of Management

Our CEO performs an annual performance review of executive officers of the Company other than himself and provides a recommendation to the Compensation and Human Capital Committee regarding base salary, bonus and equity targets for them, which the Compensation and Human Capital Committee has discretion to approve or modify. The Compensation and Human Capital Committee meets separately on an annual basis with our CEO to discuss his compensation. No NEO is present for the Compensation and Human Capital Committee’s discussions, deliberations and decisions with respect to their individual compensation. The Compensation and Human Capital Committee then submits a recommendation regarding compensation for all executive officers to the Board for approval. With respect to the performance goals for incentive compensation, management provides a recommendation to the Compensation and Human Capital Committee, which the committee has discretion to approve or modify.

Role and Relationship of the Compensation Consultant

The Compensation and Human Capital Committee has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. The Compensation and Human Capital Committee has direct access to outside advisors and consultants throughout the year.

Aon's Human Capital Solutions practice, a part of Aon plc and an independent compensation consulting firm focused on the financial services sector, has been engaged by, and has reported directly to, the Compensation and Human Capital Committee periodically since 2011 while working on various compensation initiatives. In May 2024, Aon assisted the Compensation and Human Capital Committee in reviewing the custom Compensation Peer Group for the Company, and provided related data and reports in connection with, and reviews of, (i) executive officer compensation; (ii) annual and long-term incentive plans and agreements; and (iii) proxy statement disclosure. With the assistance of Aon, the Compensation and Human Capital Committee reviews the Compensation Peer Group and makes changes as circumstances warrant. The results of these analyses were used to establish executive compensation for 2025.

The Compensation and Human Capital Committee considered the independence of Aon in light of SEC rules and NYSE listing standards. The Compensation and Human Capital Committee requested and received a report from Aon addressing Aon’s independence and the independence of the senior advisors involved in the engagement. The Compensation and Human Capital Committee discussed these considerations and concluded that the work performed by Aon and Aon’s senior advisors involved in the engagement did not raise any conflict of interest.

Risk Review

The Compensation and Human Capital Committee reviewed and discussed a compensation incentive plan review prepared by the human resources and compliance department during its April 2025 meeting. The Compensation and Human Capital Committee’s conclusion was that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business or operations. This risk assessment review included an analysis of the design and operation of the Company’s incentive compensation programs, identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of other controls and processes designed to identify and manage risk.

Competitive Benchmarking and Compensation Peer Group

The Compensation Peer Group has been updated periodically with the assistance of Aon and consists of companies that the Compensation and Human Capital Committee believes are comparable in size, performance and business model to the Company and with which we may compete. In May 2024, Aon conducted an analysis of the Compensation Peer Group with emphasis on factors previously used by the Compensation and Human Capital Committee to determine appropriate companies for inclusion, with emphasis on asset size, location, business model and performance as the measures of comparability. Aon then worked with the Compensation and Human Capital Committee to select the following Compensation Peer Group, for the purpose of evaluating executive compensation to bring compensation closer to market levels. The Peer Group was defined using the following criteria:

•Publicly traded bank holding companies with total assets between $13 billion and $52 billion;

•Generally, not a current merger target; and

•Individual consideration given for geography and business model compatibility.

Based on these criteria, the Compensation and Human Capital Committee removed three companies from the Compensation Peer Group: First Busey Corporation, Home BancShares, and Western Alliance Bancorporation. Three new companies met these criteria, Associated Banc-Corp, Enterprise Financial Services, and Hancock Whitney Corp., and were added to the Compensation Peer Group for 2025. While Glacier has historically excluded banks that are the target of announced mergers, the Compensation and Human Capital Committee decided to keep Heartland Financial USA, Inc. as a peer, despite the then pending acquisition by UMB Financial, because of Heartland’s significant footprint overlap with Glacier’s footprint and business model. The composition of the Compensation Peer Group used in connection with establishing 2025 executive compensation levels included the companies listed below.


Associated Banc-Corp	First Financial Bankshares	Old National Bancorp
Bank OZK	First Interstate BancSystem	Simmons First National Corp.
Banner Corporation	First Merchants Corporation	SouthState Corporation
Cadence Bank	Fulton Financial Corporation	UMB Financial Corporation
Columbia Banking System, Inc.	Hancock Whitney Corp.	United Bankshares, Inc.
Commerce Bancshares, Inc.	Heartland Financial USA, Inc.	United Community Banks, Inc.
Enterprise Financial Services	Independent Bank Group, Inc.	Washington Federal, Inc.
First Financial Bancorp

Discussion of Executive Compensation Components

The following table outlines the major elements of 2025 total compensation for the NEOs:

Compensation Element

Purpose

Link to Performance

Fixed / Performance-Based

Short- / Long-Term

Base Salary

Helps attract and retain executives through market-competitive base pay

Determined based on individual performance and market practices

Fixed

Short-Term

Annual Cash Incentive Awards

Encourages achievement of financial performance metrics that create near-term shareholder value

Earned based on achievement of predefined corporate performance objectives; a portion of NEO cash bonuses are deferred on a mandatory basis, with additional performance triggers related to long-term performance

Performance-Based

Short-Term:
Cash

Long-Term:
Mandatory Deferrals

Long-Term Incentive Awards (Restricted Stock Units)

Aligns executives’ and shareholders’ long-term interests while creating a retention incentive through multi-year vesting

Earned based on achievement of predefined corporate performance objectives, with additional three-year time-based vesting

Performance-Based

Long-Term

Supplemental Executive Retirement Plan

Provides income security into retirement

Competitive practice

Fixed

Long-Term

Benefits and Perquisites

Provides health and welfare benefits on the same basis as to our general employee population; also provides limited perquisites

Competitive practice

Fixed

Short-Term

The Compensation and Human Capital Committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the Compensation and Human Capital Committee exercises judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, and that the Compensation and Human Capital Committee believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives.

The target pay mix for our CEO and other NEOs (excluding Mr. Chery), on average, is shown in the charts below. Target pay mix includes 2025 base salary, 2025 annual cash incentive bonus target and the target value for the long-term incentive awards in 2025.

Base Salary

Base salaries provide stable compensation to the NEOs, allow Glacier to attract and retain qualified executive talent and maintain a stable management team. Base salary generally is established by the Compensation and Human Capital Committee based on the NEO’s performance, experience, competent and effective execution of strategic objectives, and level of responsibilities and the positioning of base salary against the market and peer group, growth and overall financial performance of the Company, and the impact of salary on total compensation positioning compared to the Compensation Peer Group. For 2025, the Compensation and Human Capital Committee approved salary increases of 6% and 7% for Mr. Chesler and Mr. Copher, respectively, based on these factors. Mr. Chery did not a receive a base salary increase due to his retirement in February 2025. Messrs. Screnar and Groom did not receive base salary increases in 2025 due to the base salary increases they received in connection with their promotions in November 2024.


Named Executive Officer	2024 Salary ($)	2025 Salary ($)	Increase (%)
Randall M. Chesler	981,000	1,039,860	6.0
Ron J. Copher	491,000	525,370	7.0
Don J. Chery (1)	441,000	441,000	—
Ryan T. Screnar (2)	342,000	342,000	—
Lee K. Groom (3)	342,000	342,000	—

(1)Mr. Chery retired in February 2025 and was succeeded by Ryan Screnar.

(2)Mr. Screnar was promoted to Executive Vice President and Chief Compliance Officer effective November 1, 2024 at an annual salary of $342,000. He assumed the role of Chief Administrative Officer in February 2025.

(3)Mr. Groom was promoted to Executive Vice President and Chief Experience Officer effective November 1, 2024 at an annual salary of $342,000 based on his promotion and expanded role.

Annual Cash Incentive Bonus

The short-term incentive program (“STIP”) for 2025 is designed (i) to motivate executives to attain superior annual performance in key areas we believe create long-term value to Glacier and its shareholders and (ii) to provide incentive compensation opportunities competitive with those in the Compensation Peer Group.

The STIP, similar to prior years, provides for cash incentive awards determined pursuant to a formulaic plan based on a set percentage of the executive’s base salary and the Company’s achievement against performance metrics. The STIP and its goals are reviewed annually by the Compensation and Human Capital Committee with input from management, and then the Compensation and Human Capital Committee recommends Board approval. For 2025, the Compensation and Human Capital Committee slightly adjusted the calculation methodology for determining STIP awards.

Under the prior methodology, Glacier first converted each performance goal’s results into a performance score, combined these scores into a single composite performance result, and then determined the final award

level according to the defined payout curve. Beginning with the 2025 performance year, the Company began using a traditional approach and now calculates incentives for each performance goal independently, with the resulting incentives for each goal being added together to determine the final incentive outcome. Incentive opportunities for each goal are defined according to their weight and can range between 50% of target and 150% of target, assuming the threshold performance level is met.

This traditional approach was utilized for the STIP for the 2025 performance year. The same methodology was also used within the LTIP program, covering awards that were granted in 2026 but were based on 2025 performance.

The 2025 STIP performance goals were selected in light of Glacier’s strategic plan, key initiatives, and the need to balance risks in executive compensation arrangements. The 2025 goals represent metrics addressing key areas of the Company’s performance, including profitability, credit and asset quality, and growth in assets and the customer base. The goals were established based on the expectation that 2025 performance results would continue to reflect a challenging environment for regional banks during 2025 due to historic increases in interest rates during 2024, creating pressure on our net interest margin, the uncertain economic environment, continued increases in expenses due to inflation, and deposit pricing pressure from efforts to retain core deposits. Use of the Return on Tangible Equity ("ROTE") metric was discontinued for the 2025 STIP year to avoid duplicative metrics in the short-term and long-term incentive plans. The ROTE metric was replaced with Pre-Provision Net Revenues (“PPNR”). The Compensation and Human Capital Committee believes that PPNR is an important metric as it illustrates the Company's underlying performance and enables shareholders to assess the Company’s ability to generate capital to cover credit losses through the credit cycle. The table below shows the STIP goals and corresponding results for 2025, excluding the impact of acquisitions during the year:


2025 Performance Goals	Weight	Threshold 50%		Target 100%		Maximum 150%		Result		Result % of Target	Weighted % of Target
Pre-Provision Net Revenues (PPNR) (1)	30.00%	$	232,500	$	310,000	$	341,000	$	346,428	150.00%	45.00%
Non-performing Assets / Total Subsidiary Assets	20.00%	1.50%		0.50%		0.32%		0.16%		150.00%	30.00%
Net DDA Growth (# of accounts)	15.00%	0.50%		1.75%		2.75%		1.79%		102.00%	15.30%
Efficiency Ratio	25.00%	69.00%		64.00%		61.00%		61.36%		144.00%	36.00%
Net Interest Margin	10.00%	2.68%		3.15%		3.43%		3.25%		117.86%	11.79%
	100.00%							Overall Performance:			138.09%

(1)PPNR is determined by adding income taxes (federal and state) and provision for credit losses to net income, excluding the impact of acquisitions.

For 2025, the overall STIP performance goals were achieved at 138.09% of target. The table below details, for each NEO, the 2025 STIP opportunity levels as a percentage of base salary, the STIP bonus achieved as a percentage of base salary, and the STIP bonus achieved as a dollar value. The 2025 target award opportunities were unchanged for the NEOs other than Messrs. Copher and Chery, who each received a 5% increase from the 2024 level.


Named Executive Officer	Annual Incentive Program Opportunity Levels as a % of Base Salary			Achieved Bonus As % of Base Salary (1)	Achieved Bonus ($) (1)
	Threshold	Target	Maximum
Randall M Chesler	50.0%	100.0%	150.0%	138.1%	1,435,943
Ron J. Copher	37.5%	75.0%	112.5%	103.6%	544,113
Don J. Chery	37.5%	75.0%	112.5%	17.3% (2)	76,122 (2)
Ryan T. Screnar	25.0%	50.0%	75.0%	69.0%	236,134
Lee K. Groom	25.0%	50.0%	75.0%	69.0%	236,134

(1) Amounts subject to mandatory deferral program described below.

(2) Mr. Chery's 2025 STIP bonus is calculated based on two months of base salary due to his retirement in February 2025.

To maintain focus on long-term Company performance and discourage excessive risk taking, the STIP is designed to require a mandatory deferral of a portion of the amount achieved; 50% of the STIP is paid in February following the performance year when results are known and 50% of the achieved award is deferred with 25% payable in each of the next two years, provided additional performance conditions are met. This mandatory deferral program has been in place for STIP awards since 2015. The practice is intended to balance risk in the incentive plan and emphasize the longer-term performance of the Company. Payment of deferred amounts is subject to meeting the following minimum performance conditions over the deferral periods:

•NPAs/Total Subsidiary Assets no greater than 2.0% for each of the 2023, 2024, and 2025 STIP awards; and

•Must meet eligibility requirements outlined in the STIP program document, including remaining employed by the Company or the Bank through the applicable payment date, with certain exceptions that include death, disability and qualifying retirement.

In January 2026, the Compensation and Human Capital Committee determined that the minimum performance conditions noted above were achieved for the 2023 and 2024 STIP awards. As a result, the Company paid the deferred amounts for the 2023 and 2024 STIP awards. In addition, as discussed above, 50% of the 2025 STIP was also paid. The total amounts paid for 2025 performance and set forth in the non-equity incentive plan column of the Summary Compensation Table are shown in the table below.


Named Executive Officer	2023 STIP Deferred Payment Amount ($) (25%)	2024 STIP Deferred Payment Amount ($) (25%)	2025 STIP Payment Amount ($) (50%)
Randall M. Chesler	118,845	239,634	717,971
Ron J. Copher	43,807	83,957	272,056
Don J. Chery	38,266	75,408	38,061
Ryan T. Screnar (1)	13,022	31,328	118,067
Lee K. Groom (1)	14,240	31,328	118,067

(1)Messrs. Screnar and Groom became executive officers effective November 1, 2024. As a result, amounts reported in the table above for Messrs. Screnar and Groom for 2023 reflect payments for services provided during 2023 based on their former positions with the Company. For 2024, the STIP incentive Target and Maximum opportunities were based on previous appointment date salary and pro-rated 2 months with new Tier Target and Maximum opportunities (50% and 75%, respectively) and pro-rated 10 months based on prior Tier Target and Maximum opportunities.

Long-Term Incentives

The long-term incentive program (“LTIP”) is designed to reward executives for performance results relative to Company objectives while aligning the interests of our executives with those of our shareholders. The LTIP provides executives the opportunity to increase their ownership in Glacier, while at the same time creating a retention vehicle through the use of a multi-year vesting period.

The 2025 long-term incentive awards consist solely of RSUs granted under the Company’s 2015 Stock Incentive Plan (the “2015 Equity Plan”) that vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with certain exceptions for death, disability and qualifying retirement. RSUs were chosen because they provide the desired retention incentive for executives, while also aligning the executives’ interests with those of shareholders without encouraging excessive risk taking. In addition, RSUs deliver value reflecting the long-term performance of the Company.

The Compensation and Human Capital Committee determined the number of RSUs to be granted in 2025 based on the achievement of the performance goals in 2024, as described in the table below, excluding the impact of any acquisitions during the year. The 2024 LTIP goals were selected in light of Glacier’s long-term strategic plan, long-term initiatives and the need to balance risks in executive compensation arrangements. The 2024 goals were established based on the expectation that performance results would be challenging due to the impact of the historic changes in interest rates, creating pressure on our net interest margin, the uncertain economic environment, continued increases in expenses due to inflation, and pressure to retain core deposits. The 2024 LTIP goals also represented metrics addressing key areas of the Company’s performance, including ROTE (excluding AOCI), diluted earnings per share, and relative total shareholder return ("TSR"). The Company’s TSR for 2024 was ranked relative to the compensation peer group approved in July 2023, with the full list of peer companies disclosed on page 22 of Glacier's 2025 Proxy Statement. The Compensation and Human Capital Committee chose to use ROTE in the LTIP because ROTE is a critical metric commonly used in the financial services industry that measures management’s ability to use shareholder capital effectively. Also, the Compensation and Human Capital Committee believes that ROTE is a more reliable indicator of Glacier’s operational efficiency than TSR, which can be influenced by stock price movements and market perceptions. The Compensation and Human Capital Committee chose to use diluted earnings per share because it is a common metric used by investors to evaluate the profitability of a company and is aligned with shareholder value creation. Finally, the Compensation and Human Capital Committee chose to use relative TSR because it believes that comparing the Company’s performance against the TSR of a peer group rewards NEOs for driving performance higher than or equal to peers, as each member of the peer group is generally subject to the same market factors as the Company.

The RSUs have a grant date fair value (based on the closing price of Glacier’s common stock at the close of business on the grant date, or if not a trading day, on the nearest preceding trading day) equal to the dollar amount calculated by multiplying the target amount of salary by the actual performance percentages. For ease of administration, RSU grants are made effective as of February 15 each year. The table below shows the LTIP goals and corresponding results for 2024.


2024 Performance Goals	Weight	Threshold 80%	Target 100%	Maximum 115%	Result	Result % of Target	Weighted % of Target
Return on Tangible Equity (excluding AOCI) (1)	45.00%	7.20%	9.50%	11.00%	8.28%	89.39%	40.23%
Diluted Earnings per Share	45.00%	$1.47	$1.96	$2.25	$1.74	91.02%	40.96%
Relative Total Shareholder Return	10.00%	25.00%	50.00%	75.00%	77.27%	115.00%	11.50%
	100.00%				Overall Performance		92.69%

(1) See the subheading "Profit Sharing and 401(k) Plan" below for a description of the calculation. ROTE (excluding AOCI) for LTIP excludes the impact of acquisitions during the year.

The LTIP provides that, regardless of how the Company's relative TSR compares to the Compensation Peer Group at the end of a period, if the Company's absolute TSR is negative, the number of RSUs earned for this portion of the LTIP award will be capped at the "target" level.

For 2025, the total of the LTIP goals achieved based on 2024 performance was at 92.69% of target. The table below details, for each NEO, the 2025 LTIP opportunity levels as a percentage of 2024 base salary, the RSUs granted as a percentage of base salary, and the number of RSUs granted in February 2025. Based on a review of the incentive opportunities compared to the market and the Compensation Peer Group, the Compensation and Human Capital Committee approved increased target opportunities of 20% for Mr. Chesler in 2025 from the 2024 level. Messrs. Copher's and Chery’s target opportunities were unchanged for 2025. The target opportunities for Messrs. Screnar and Groom were not increased in 2025 due to the increases they received in connection with their promotions in November 2024.


Named Executive Officer	Long-Term Incentive Program Opportunity Levels as a % of Base Salary			RSUs Granted as a % of Base Salary	RSUs Granted (#)	RSUs Granted ($)
	Threshold	Target	Maximum
Randall M. Chesler	120%	150%	225%	139.0%	27,372	1,363,947
Ron J. Copher	64%	80%	120%	74.2%	7,307	364,108
Don J. Chery	64%	80%	120%	74.2%	6,563	327,034
Ryan T. Screnar (1)	40%	50%	75%	46.3%	3,181	158,509
Lee K. Groom (1)	40%	50%	75%	46.3%	3,181	158,509

(1) Messrs. Screnar and Groom became executive officers effective November 1, 2024. The LTIP incentive Target and Maximum opportunities were based on appointment date salary and pro-rated two months with new Tier Target and Maximum opportunities (50% and 75%, respectively) and pro-rated ten months based on prior Tier Target and Maximum opportunities. Messrs. Screnar and Groom were subject to the same LTIP performance requirements as other Glacier NEOs.

Profit Sharing and 401(k) Plan

The NEOs participate in the Glacier 401(k) Plan, which includes a 3% safe harbor contribution plus a discretionary contribution. The 401(k) Plan includes a trigger for the discretionary contribution, which is set equal to the 2025 STIP qualifier of NPAs/Total Subsidiary Assets of no greater than 2%. The Company considered ROTE (excluding AOCI) as a primary metric in determining its discretionary contribution. Based on ROTE (excluding AOCI) of 9.50% (which for purposes of the 401(k) Plan includes the impact of acquisitions, if any, during the year), the Board set the 2025 discretionary contribution at 2.00%.

The following table shows the Company's calculation of ROTE (excluding AOCI) for 2025:


(Dollars in thousands)	December 31, 2025
Net Income	$	239,028
Intangible Amortization, net of tax	11,982
Tangible Net Income (numerator)	$	251,010

Average Shareholders' Equity	$	3,625,055
Average Goodwill	(1,158,602)
Average Intangibles	(62,990)
Average Accumulated Other Comprehensive Loss	237,474
Average tangible common equity (denominator)	$	2,640,937
ROTE (numerator / denominator)	9.50		%

Retirement Benefits

As part of our total compensation policy, we offer executives the opportunity to participate in both a tax-deferred compensation plan and a Supplemental Executive Retirement Plan (“SERP”). Each of our NEOs is a participant in the SERP. The SERP is intended to supplement payments due to participants upon retirement under our other qualified plans.

The deferred compensation plan allows certain Company and bank division executives to defer a portion of their salary and bonus and thereby defer certain tax payables on that income. Participation in these plans is elective. Terms of the deferred compensation plans and the NEO SERP are described under the section entitled “Director and Employee Plans.”

Termination and Change-in-Control Benefits

As an additional part of our total compensation policy, we have entered into employment agreements with our NEOs that allow for continuation of current base salary upon termination without cause or upon termination under certain circumstances following a change in control of the Company. These arrangements are intended to retain our executives, who could have other employment opportunities that may appear to them to be less risky absent these arrangements.

The change-in-control arrangements in our executive officer employment agreements contain a “double trigger,” meaning that benefits are not awarded upon a change in control unless the executive’s employment is terminated without cause or for good reason within a specified period of time following the transaction.

The terms of these agreements are described under the section entitled “Employment Arrangements and Potential Payments upon Termination or Change in Control.” That section also contains tables showing the amounts that the NEOs (excluding Mr. Chery) would have received if their employment had terminated on December 31, 2025, in connection with a change in control.

Other General Employee Benefits

Executive officers are eligible to participate in all employee benefit plans that are available to eligible employees generally, including health, life, and disability insurance.

Other Arrangements

The Board and the Compensation and Human Capital Committee have established additional policies to ensure the overall compensation structure is responsive to shareholder interests and competitive with the market, including a clawback policy, stock ownership and retention guidelines policy, anti-hedging policy, and anti-pledging and margin account policy. These policies are summarized under the section entitled "Corporate Governance".

Discussion of Option and Restricted Stock Unit Award Grant Timing

The Company does not have a written policy with respect to when equity awards are granted during the year. The Compensation and Human Capital Committee grants equity awards to our directors, executive officers and other key employees, currently in the form of RSUs, on an annual basis, as well as awards at other times when deemed appropriate. In recent years, the Compensation and Human Capital Committee and Board have met in January of each year to consider the award of restricted shares and RSUs to executives and other officers, with the grants being made as of each February 15 for ease of administration. The Company does not backdate or grant equity awards retroactively and does not take material nonpublic information into account when determining the timing or terms of equity awards. The Compensation and Human Capital Committee does not time the release of material non-public information to affect the value of executive compensation.

At the 2025 annual meeting, the Company’s shareholders approved the 2025 Stock Incentive Plan. The 2025 Stock Incentive Plan does not permit the award of discounted options or the repricing of stock options. Pursuant to the terms of the 2025 Stock Incentive Plan, option exercise prices are determined based on the closing price of our common stock on the grant date, or if shares were not traded on the grant date, then on the nearest preceding trading day. The 2015 Equity Plan includes provisions similar to those described above. Following approval of the 2025 Stock Incentive Plan, no additional awards may be made under the 2015 Equity Plan.

REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Compensation and Human Capital Committee of the Board makes the following report which, notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Compensation and Human Capital Committee of the Company has reviewed and discussed the CD&A as required by Item 402(b) of Regulation S-K with management and, based on that review and those discussions, the Compensation and Human Capital Committee recommended to the Board that the CD&A be included as part of this Proxy Statement and the Company’s 2025 Annual Report on Form 10-K.

Compensation and Human Capital Committee Members

♦ Robert A. Cashell, Jr. (Chair) ♦ David C. Boyles ♦

♦ Jesus T. Espinoza ♦ Annie M. Goodwin ♦ Kristen L. Heck ♦ Michael B. Hormaechea ♦

♦ Craig A. Langel ♦ Douglas J. McBride ♦ Beth Noymer Levine ♦

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table shows compensation earned by the NEOs for the last three fiscal years, except as noted below.


Name and Principal Position	Year	Salary ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (8)	All Other Compensation ($) (11)	Total ($)
Randall M. Chesler,	2025	1,039,860	1,363,947 (2)	1,076,450 (5)	153,715	28,000	3,661,972
President and CEO	2024	981,000	981,635 (3)	821,453 (6)	124,731	24,150	2,932,968
	2023	925,365	1,175,964 (4)	670,013 (7)	158,107	28,050	2,957,499
Ron J. Copher,	2025	525,370	364,108 (2)	399,821 (5)	55,410	27,846	1,372,555
EVP, CFO, and	2024	491,000	308,347 (3)	285,555 (6)	45,281	22,740	1,152,922
Secretary	2023	472,290	436,490 (4)	242,057 (7)	56,445	28,050	1,235,332
Don J. Chery, (9)	2025	59,365	327,034 (2)	151,734 (5)	21,298	52,428	611,859
EVP and CAO	2024	441,000	269,346 (3)	253,574 (6)	32,838	24,150	1,020,909
	2023	412,545	381,294 (4)	211,446 (7)	41,979	28,050	1,075,314
Ryan T. Screnar, (10)	2025	342,000	158,509 (2)	162,417 (5)	5,694	28,000	696,620
EVP and CAO	2024	282,968	53,207 (3)	101,660 (6)	2,109	98,915	538,858

Lee K. Groom, (10)	2025	342,000	158,509 (2)	163,635 (5)	8,024	27,762	699,930
EVP and CXO	2024	315,971	58,174 (3)	104,264 (6)	6,480	22,625	507,513

(1)Represents the grant date fair value of the RSU awards. The fair value of these awards was determined in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the year ended December 31, 2025, included in the Company’s accompanying Annual Report. Accrued dividends are paid upon vesting and settlement of the underlying shares.

(2)The fair market value of the RSU awards granted in 2025 is based on the per-share price of Glacier’s common stock at the close of business on the grant date, February 15, 2025 ($49.83). The awards vest in three equal annual installments beginning February 15, 2026, except Mr. Chery's RSUs were vested upon his retirement in February 2025.

(3)The fair market value of the RSU awards granted in 2024 is based on the per-share price of Glacier’s common stock at the close of business on the grant date, February 15, 2024 ($38.50). The awards vest in three equal annual installments beginning February 15, 2025, except Mr. Chery's RSUs were vested upon his retirement in February 2025.

(4)The fair market value of the RSU awards granted in 2023 is based on the per-share price of Glacier’s common stock at the close of business on February 15, 2023, the last trading day preceding the grant date ($47.46). The awards vest in three equal annual installments beginning February 15, 2024, except Mr. Chery's RSUs were vested upon his retirement in February 2025.

(5)The amount shown is the sum of 50% of the 2025 STIP award, 25% of the 2024 STIP award, and 25% of the 2023 STIP award, and represents the cash incentive amount earned based on 2025 results, as set forth in the section entitled “Compensation Discussion and Analysis – Annual Cash Incentive Bonus.” The 2025 STIP bonus for Mr. Chery was prorated based on two months of base salary upon his retirement in February 2025.

(6)The amount shown is the sum of 50% of the 2024 STIP award, 25% of the 2023 STIP award, and 25% of the 2022 STIP award, and represents the cash incentive amount earned based on 2024 results.

(7)The amount shown is the sum of 50% of the 2023 STIP award, 25% of the 2022 STIP award, and 25% of the 2021 STIP award, and represents the cash incentive amount earned based on 2023 results.

(8)For all of the NEOs, the amount reported in this column represents the increase in the actuarial present value of accumulated benefit under Glacier’s SERP, the material terms of which are described below under the section entitled “Nonqualified Deferred Compensation Plan – Supplemental Executive Retirement Plan”. Mr. Chery received a distribution of $421,469 from his SERP plan upon his retirement in February 2025.

(9)The annual salary amount shown for Mr. Chery is for January and February 2025.

(10)Messrs. Screnar and Groom were appointed by the Board as executive officers effective November 1, 2024, each with a salary of $342,000 effective as of November 1, 2024. Annual salary amounts represent two months of annual base salary at the executives' salary and ten months based on annual salaries in effect under prior employment positions.

(11)Amounts reported for 2025 that represent “All Other Compensation” for each of the NEOs are described in the table below.


Named Executive Officer	401(k) Matching Contribution ($)	Profit Sharing Contribution ($)	Accrued Vacation ($)	Total ($)
Randall M. Chesler	10,500	17,500	—	28,000
Ron J. Copher	10,346	17,500	—	27,846
Don J. Chery	2,893	5,215	44,320	52,428
Ryan T. Screnar	10,500	17,500	—	28,000
Lee K. Groom	10,262	17,500	—	27,762

2025 Grants of Plan-Based Awards

The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2025 to each of our NEOs.


Named Executive Officer	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)				All Other Stock Awards: Number of Shares of Stock or Units (2)	Grant Date Fair Value of Stock Awards(2)
	Threshold	Target	Maximum	Grant Date
	($)	($)	($)		(#)	($)
Randall M. Chesler	519,930	1,039,860	1,559,790
RSUs				2/15/2025	27,372	1,363,947

Ron J. Copher	197,014	394,028	591,041
RSUs				2/15/2025	7,307	364,108

Don J. Chery	165,375	330,750	496,125
RSUs				2/15/2025	6,563	327,034

Ryan T. Screnar	85,500	171,000	256,500
RSUs				2/15/2025	3,181	158,509

Lee K. Groom	85,500	171,000	256,500
RSUs				2/15/2025	3,181	158,509

(1) These amounts represent ranges of the possible performance-based cash bonuses that could have been paid based on 2025 results pursuant to the STIP. The actual bonuses paid are displayed under the column entitled “Non-Equity Incentive Plan Compensation” within the Summary Compensation Table. The incentive target level is determined as the aggregate dollar amount derived from the NEOs’ target bonuses expressed as a percentage of annual salary. This target percentage for 2025 was 100.0% for Mr. Chesler, 75.0% for each of Messrs. Copher and Chery, and 50.0% for each of Messrs. Screnar and Groom. The maximum incentive was 150.0% for Mr. Chesler and 112.5% for Mr. Copher, and 75.0% for each of Messrs. Screnar and Groom. The threshold incentive was 50% for Mr. Chesler and 37.5% for each of Messrs. Copher and Chery, and 25.0% for each of Messrs. Screnar and Groom. Because Mr. Chery retired in February 2025, he was only eligible for a 2025 STIP incentive based on two months of salary, as further discussed in the section “Compensation Discussion and Analysis - Annual Cash Incentive Bonus."

(2) These amounts represent the grants of performance based RSUs under the LTIP made in 2025 for performance in 2024 on preestablished performance goals established by the Compensation and Human Capital Committee. These goals represented metrics addressing key areas of the Company’s performance, including ROTE (excluding AOCI), diluted earnings per share, and relative TSR. The Company’s TSR for 2024 is ranked relative to the compensation peer group approved in July 2023, with a full list of companies disclosed in Glacier's 2025 Proxy Statement. The performance-based awards made pursuant to the LTIP and related performance metrics are further described in the section entitled “Compensation Discussion and Analysis – Long-Term Incentives.”

2025 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents information concerning the outstanding RSUs as of December 31, 2025, for each NEO of the Company. No other type of equity award is outstanding. Mr. Chery had no outstanding unvested shares at December 31, 2025, because his shares vested upon his retirement in February 2025.


Named Executive Officer	Stock Awards
	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($) (1)
Randall M. Chesler	8,260	(2)	363,853
	16,998	(3)	748,762
	27,372	(4)	1,205,737
Ron J. Copher	3,066	(2)	135,057
	5,340	(5)	235,227
	7,307	(6)	321,873
Ryan T. Screnar	533	(2)	23,479
	922	(7)	40,614
	3,181	(8)	140,123
Lee K. Groom	562	(2)	24,756
	1,008	(9)	44,402
	3,181	(8)	140,123

(1)Amounts shown are calculated using $44.05, the per-share price of Glacier’s common stock at the close of business on December 31, 2025, the last trading day of the year.

SEC Form DEF 14A filed by Glacier Bancorp Inc.