Glacier Bancorp (GBCI) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands presence into Texas, a high-growth, business-friendly state with strong demographics and a $2.7 trillion economy, entering 33 locations in key markets including Dallas, Houston, Austin, and Bryan/College Station.

• Aligns with a focused M&A strategy, leveraging a culturally compatible, cycle-proven community bank with a 100-year history and strong profitability.

• Texas becomes the fourth largest state of operation by deposits, enhancing market diversity and providing immediate scale.

• Both organizations share similar business models and credit cultures, minimizing execution risk and supporting a smooth integration.

• Guaranty’s management and staff will be retained, ensuring continuity and local expertise.

Financial terms and conditions

• The transaction is a 100% all-stock deal, with Guaranty shareholders receiving 1.0000x acquirer share per Guaranty share, subject to adjustment.

• Aggregate consideration is valued at $476.2 million, or $41.58 per share, based on the acquirer's June 23, 2025 closing price.

• Minimal tangible book value dilution with an earnback period of less than one year.

• Internal rate of return estimated at ~20%.

• Transaction includes value to Guaranty stock options.

Synergies and expected cost savings

• Estimated cost savings of 20% of target’s noninterest expense, considered conservative and achievable, primarily from back-office and public company infrastructure efficiencies.

• 50% of cost savings realized in 2026, 100% thereafter.

• Most savings are non-people related, with some personnel efficiencies expected.

• Immediate EPS accretion projected, with 7.4% accretion in 2026 and 7.5% in 2027.

• No significant reinvestment needed, as existing technology and products will be extended to Guaranty.