As filed with the Securities and Exchange Commission on September 27, 2023

Registration No. 333-274515

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

49 Commons Loop, Kalispell, Montana 59901 (406) 756-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

RANDALL M. CHESLER

President and Chief Executive Officer

49 Commons Loop

Kalispell, Montana 59901

(406) 756-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of proposed sale of securities to the public:

As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided purchase to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell nor shall there be any sale of these securities in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED SEPTEMBER 27, 2023

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

Dear Community Financial Group, Inc. Shareholders:

As you may know, the boards of directors of Community Financial Group, Inc. (“CFGW”) and Glacier Bancorp, Inc. (“Glacier”) have each unanimously approved a merger of CFGW with and into Glacier, subject to approval by CFGW shareholders and appropriate bank regulators. Immediately following the merger, CFGW’s subsidiary Wheatland Bank (the “Bank”) will be merged into Glacier’s subsidiary Glacier Bank (“Glacier Bank”), subject to approval of the appropriate bank regulators.

Under the terms of the Plan and Agreement of Merger, dated August 8, 2023 (the “merger agreement”), each outstanding CFGW common share as of the effective time will be exchanged for 1.0931 shares of Glacier common stock (the “per share stock consideration”), subject to certain adjustments, with cash paid in lieu of fractional shares. The common stock of Glacier trades on The New York Stock Exchange under the symbol “GBCI.” CFGW’s common stock is currently quoted on the OTC Markets under the symbol “CFGW.”

The per share stock consideration is subject to adjustment if CFGW’s closing capital, after being adjusted in accordance with the terms of the merger agreement, is less than $49,200,000 (subject to specified adjustments). In any such event, the per share stock consideration will be reduced on a per share basis in accordance with the formula set forth in the merger agreement. See “The Merger – Merger Consideration.”

If CFGW’s closing capital, after being adjusted in accordance with the terms of the merger agreement, is in excess of $49,200,000, CFGW may, prior to the closing of the merger, pay a special cash dividend to its shareholders in the amount of such excess. See “The Merger – Merger Consideration.”

Assuming for purposes of illustration only that the average closing price for Glacier common stock is $28.77, which was the closing price of Glacier common stock on September 25, 2023, as quoted on The New York Stock Exchange, for each of your CFGW common shares, you will receive consideration with an estimated current value of $31.45, consisting of 1.0931 shares of Glacier common stock.

Assuming that all outstanding CFGW common shares are exchanged for stock in accordance with the merger agreement and the per share stock consideration is not adjusted as described above, CFGW shareholders will, in the aggregate, receive approximately 2,429,950 shares of Glacier common stock in the merger, representing approximately 2.14% of Glacier’s outstanding common stock after taking into account Glacier shares to be issued in the merger.

CFGW will hold a special shareholders’ meeting to vote on the merger agreement on November 14, 2023, at 3:00 p.m. Pacific Time at 222 North Wall Street, Lower Level Conference Room, Spokane, Washington 99201. Detailed instructions for participation can be found in the notice of special shareholder meeting that accompanies this proxy statement/prospectus. Whether or not you plan to participate in the special meeting, please take the time to vote by voting over the Internet, by telephone or completing and mailing the enclosed form of proxy. Please give particular attention to the discussion under the heading “Risk Factors” beginning on page 13 for risk factors relating to the merger that you should consider.

The board of directors of CFGW has unanimously recommended that you vote FOR approval of the merger agreement and the other proposals described in this proxy statement/prospectus.

Neither the Federal Deposit Insurance Corporation, Securities and Exchange Commission, nor any state securities commission has approved the securities to be issued by Glacier or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Glacier common stock to be issued in the merger are not savings or deposit accounts or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation, the Federal Deposit Insurance Fund or any other governmental agency. Such shares are not guaranteed by Glacier or CFGW and are subject to investment risk, including the possible loss of principal.

This proxy statement/prospectus is dated October  , 2023, and is first being mailed to CFGW shareholders on or about October 9, 2023.

222 North Wall Street, Suite 300, Spokane, Washington 99201

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

COMMUNITY FINANCIAL GROUP, INC.

TO BE HELD ON NOVEMBER 14, 2023

To the Shareholders of Community Financial Group, Inc.:

A special meeting of the shareholders of Community Financial Group, Inc. (“CFGW”) will be held on November 14, 2023 at 3:00 p.m. Pacific Time, at 222 North Wall Street, Lower Level Conference Room, Spokane, Washington 99201. The special meeting is for the following purposes:

Holders of record of CFGW common shares at the close of business on September 27, 2023, the record date for the special meeting, are entitled to notice of and to vote at the special meeting or any adjournments or postponements of it. The affirmative vote of the holders of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote is required for approval of the merger agreement. To that end, CFGW’s directors and certain of CFGW’s executive officers have signed agreements to vote their shares in favor of the merger agreement. As of the record date, to CFGW’s knowledge, such persons were entitled to vote 612,869 shares representing approximately 28.7% of all outstanding CFGW common shares. As of the record date, there were 2,136,808 CFGW common shares outstanding.

Your vote is important. Whether or not you plan to attend the special meeting, we encourage you to submit a proxy to vote your shares as promptly as possible in order to make certain that you are represented at the meeting. You may submit a proxy over the Internet, as well as by telephone or by completing, signing, dating and promptly returning the accompanying proxy using the enclosed envelope. If for any reason you should desire to revoke your proxy, you may do so at any time before it is voted at the meeting. If you do not vote your shares, it will have the same effect as voting against the merger.

The board of directors of CFGW has determined that the merger agreement is fair to, advisable, and in the best interests of CFGW and its shareholders and unanimously recommends that you vote FOR approval of the merger agreement and FOR approval of the adjournment proposal. With regard to its recommendation that shareholders vote FOR approval of the merger agreement, the board of directors of CFGW considered a number of factors, as discussed in “Background of and Reasons for the Merger” beginning on page 25. Such factors also constituted the reasons that the board of directors determined to approve the merger agreement and to recommend that CFGW shareholders vote in favor of the merger agreement.

Important Notice Regarding the Availability of Proxy Materials for the

Special Shareholders’ Meeting to be held November 14, 2023:

The proxy statement and notice of special meeting are available at www.proxyvote.com.

REFERENCES TO ADDITIONAL INFORMATION

Glacier

This proxy statement/prospectus incorporates important business and financial information about Glacier from documents that Glacier has previously filed with the Securities and Exchange Commission (“SEC”) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of Glacier documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information.” This information is available for you to review at the SEC’s website at http://www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Glacier, without charge, by telephone or written request directed to:

Glacier Bancorp, Inc.

49 Commons Loop

Kalispell, Montana 59901

ATTN: Ron Copher, Corporate Secretary

Telephone: (406) 751-7706

Reports that Glacier files with the SEC and certain other documents can also be found on Glacier’s website at www.glacierbancorp.com.

Glacier’s common stock is traded on The New York Stock Exchange under the symbol “GBCI.”

You will not be charged for the documents that you request. If you would like to request documents, please do so by November 7, 2023, in order to receive them before the CFGW special shareholders’ meeting.

Community Financial Group, Inc.

CFGW does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents or reports with the SEC.

If you have questions concerning the merger or this proxy statement/prospectus or need help voting your shares, would like copies of this proxy statement/prospectus, or would like copies of CFGW’s historical consolidated financial statements, articles of incorporation or bylaws, please contact:

Community Financial Group, Inc.

222 North Wall Street

Suite 300

Spokane, Washington 99201

ATTN: Tina Campbell, Board Secretary

(509) 242-5626

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

Why am I receiving these materials?

We are sending you these materials to solicit your proxy to vote in favor of the merger and to help you decide how to vote your shares of Community Financial Group, Inc. (“CFGW”) common stock with respect to its proposed merger with Glacier Bancorp, Inc. (“Glacier”). The merger cannot be completed unless CFGW receives the affirmative vote of the holders of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote on the matter. CFGW is holding a special meeting of shareholders to vote on proposals relating to the merger. Information about the special meeting is contained in this document. See “CFGW Special Shareholders’ Meeting.”

This document is both a proxy statement of CFGW and a prospectus of Glacier. It is a proxy statement because the officers and board of directors of CFGW (the “CFGW Board”) are soliciting proxies from CFGW’s shareholders in connection with voting on the merger. It is a prospectus because Glacier will issue, and you will acquire in exchange for your CFGW common stock, shares of Glacier’s common stock in exchange for CFGW common shares as the consideration to be paid in the merger.

What will happen in the merger?

In the proposed merger, CFGW will merge with and into Glacier, with Glacier surviving the merger. Immediately following the merger, Wheatland Bank (the “Bank”) will be merged into Glacier’s subsidiary Glacier Bank. Shares of Glacier will continue to trade on The New York Stock Exchange, with the trading symbol “GBCI.”

What will CFGW shareholders receive in the merger?

Under the terms of the merger agreement, each CFGW common share will be exchanged for 1.0931 shares of Glacier common stock (the “per share stock consideration”), subject to certain adjustments, with cash paid in lieu of fractional shares.

Assuming for purposes of illustration only that the average closing price for Glacier common stock is $28.77 (which was the closing price of Glacier common stock on September 25, 2023), each CFGW common share would be exchanged for 1.0931 shares of Glacier common stock with a value equal to $31.45.

The per share stock consideration will be subject to reduction if the “CFGW Closing Capital,” as defined and determined in accordance with the merger agreement, is less than $49,200,000, subject to certain adjustments. In such event, the number of shares of Glacier common stock to be issued will be reduced on a per-share basis in accordance with the formula set forth in the merger agreement. See “The Merger – Merger Consideration.”

If the CFGW Closing Capital exceeds $49,200,000, subject to certain adjustments, CFGW may, upon written notice to Glacier and effective prior to the closing of the merger, declare and pay a special dividend to its shareholders in the amount of such excess.

Assuming that all outstanding CFGW common shares are exchanged for Glacier common stock as per share stock consideration in accordance with the merger agreement and the per share stock consideration is not adjusted as described above, CFGW shareholders will receive an estimated 2,429,950 shares of Glacier common stock in the merger, representing approximately 2.14% of Glacier’s outstanding common stock after taking into account Glacier shares to be issued in the merger.

How are outstanding CFGW stock options addressed in the merger agreement?

Under the terms of the merger agreement, when the merger agreement becomes effective (the “effective time”), each outstanding option to purchase CFGW common shares (the “CFGW Options”) under CFGW’s

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Incentive Stock Option Plan of 2018, Non-Qualified Stock Option Plan of 2018, Incentive Stock Option Plan of 2005, and Non-Qualified Stock Option Plan of 2005 (the “CFGW Stock Plans”) will be automatically canceled at the effective time, and the holders of CFGW Options will be paid in cash an amount per share equal to the spread, if any, between (a) the product of the average of the closing sales prices of one share of Glacier common stock on The New York Stock Exchange for the 20 trading days ending on the tenth business day immediately preceding the effective date of the merger (the “Glacier average closing price”) multiplied by the per share stock consideration and (b) the exercise price per share of such CFGW Option, net of any cash which must be withheld under applicable tax laws. Any CFGW Option that has an exercise price per share that is equal to or greater than the amount described in (a) above will be cancelled without any payment.

Will I receive any fractional shares of Glacier common stock as part of the merger consideration?

No. Glacier will not issue any fractional shares of Glacier common stock in the merger. Instead, Glacier will pay you the cash value of a fractional share (without interest) in an amount determined by multiplying the fractional share interest to which you would otherwise be entitled by the Glacier average closing price.

How soon after the merger is completed can I expect to receive my merger consideration?

Glacier will work with its exchange agent, American Stock Transfer & Trust Company, LLC, to complete the exchange of your CFGW stock certificates for consideration payable in the merger as promptly as practicable following the completion of the merger.

Will I be able to trade the shares of Glacier common stock that I receive in the merger?

You may freely trade the shares of Glacier common stock issued in the merger, unless you are an “affiliate” of Glacier as defined by Rule 144 under the Securities Act of 1933, as amended. Affiliates consist of individuals or entities that control, are controlled by or are under common control with Glacier, and include the executive officers and directors of Glacier after the merger and may include significant shareholders of Glacier.

When will the merger occur?

We presently expect to complete the merger during the fourth quarter of 2023. The actual timing of the transaction is subject to a number of factors (primarily regulatory approvals), many of which are beyond the control of Glacier and CFGW. The merger is conditioned upon and will occur after the approval of the merger agreement by the affirmative vote of holders of at least a majority of the outstanding CFGW common shares entitled to vote on the matter at the CFGW special meeting, after the merger has received all required regulatory approvals, and following the satisfaction or waiver of the other conditions to the merger described in the merger agreement and summarized under “The Merger” below.

The merger agreement provides that the merger will be completed effective as of the last day of the month occurring at least five business days after the fulfillment or waiver of each condition to the merger and receipt of all required approvals; provided that Glacier will not be required to consummate the merger on December 31, 2023 or on January 31, 2024.

If the merger does not occur by May 31, 2024, either Glacier or CFGW may unilaterally terminate the merger agreement; provided, however, if as of May 31, 2024, all required regulatory approvals have not been obtained, then the deadline for consummation of the merger will be extended to on or before August 31, 2024, if either Glacier or CFGW notifies the other party in writing on or prior May 31, 2024, of its election to extend such date.

When and where will the special meeting take place?

CFGW will hold a special meeting of its shareholders on November 14, 2023, at 3:00 p.m. Pacific Time at 222 North Wall Street, Lower Level Conference Room, Spokane, Washington 99201.

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Who may vote at the special meeting?

The CFGW Board has set September 27, 2023 as the record date for the special meeting. If you were the owner of CFGW common shares at the close of business on September 27, 2023, you may vote at the special meeting. Each holder of CFGW common shares is entitled to one vote for each CFGW common share owned as of the record date.

What constitutes a quorum for the special meeting?

The quorum requirement for the special meeting is the presence in person or by proxy of a majority of the total number of outstanding CFGW common shares entitled to vote.

What vote is required to approve the merger agreement?

Approval of the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote on the matter. As described in this proxy statement/prospectus, CFGW’s directors and certain of CFGW’s executive officers have agreed to vote the shares they are entitled to vote in favor of the merger agreement. As of the record date, to CFGW’s knowledge, such persons were entitled to vote 612,869 CFGW common shares, representing approximately 28.7% of all outstanding CFGW common shares. See “CFGW Special Shareholders’ Meeting” and “The Merger – Voting Agreements.”

What vote is required to approve the adjournment of the special meeting, if necessary or appropriate?

The proposal to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. CFGW’s directors and executive officers have also agreed to vote their shares in favor of any proposal to adjourn the special meeting if there are not sufficient votes to approve the merger agreement. See “The Merger – Voting Agreements.”

Can I vote in person?

Yes. Although the CFGW Board requests that you submit a proxy through the Internet, by telephone or by returning the proxy card accompanying this proxy statement/prospectus, all shareholders are invited to attend the shareholders’ meeting. Shareholders of record on September 27, 2023 can vote in person at the special meeting.

How do I vote?

If you were a shareholder of record on September 27, 2023, you may vote on the proposals presented at the special meeting in person or by proxy. We urge you to vote promptly by submitting a proxy to vote through the Internet, by telephone, or by completing the enclosed proxy card. Even if you plan to attend the special meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the special meeting.

You may cast your vote by submitting a proxy through the Internet or by telephone by following the instructions included on the enclosed proxy card or by mail by completing, signing and dating the enclosed proxy card and returning it to us promptly in the enclosed envelope. Submitting a proxy through the Internet or by telephone or returning the proxy card will not affect your right to attend the special meeting and vote.

If you choose to vote your shares in person at the special meeting, please bring the enclosed proxy card and proof of identification.

If your shares are registered in “street name” in the name of a broker or other nominee and you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote in person at the meeting.

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What if I fail to submit a proxy or to instruct my broker, bank or other nominee?

If you fail to properly submit a proxy or to instruct your broker, bank or other nominee to vote your CFGW common shares, and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote “AGAINST” approval of the merger agreement, but will have no impact on the outcome of the other proposals.

Can I change my vote after I have submitted my proxy?

Yes. If you do not hold your shares in “street name,” there are three ways you may change your vote at any time after you have submitted your proxy and before your proxy is voted at the special meeting:

If you submit a written notice of revocation, it must be received by CFGW’s Secretary prior to the vote at the special meeting. If you grant a new proxy by telephone or Internet, your revised instructions must be received by 11:59 p.m., Pacific Time, one day before the meeting date.

If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions.

What happens if I return my proxy but do not indicate how to vote my shares?

If you sign and return your proxy card but do not provide instructions on how to vote your CFGW common shares at the special meeting of shareholders, your CFGW common shares will be voted “FOR” the proposal to approve the merger agreement and “FOR” approval of one or more adjournments of the special meeting.

If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

No. Your broker, bank or other nominee will not vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this proxy statement/prospectus.

How does the CFGW Board recommend that I vote?

The CFGW Board unanimously recommends that CFGW shareholders vote “FOR” the proposals described in this proxy statement/prospectus, including in favor of approval of the merger agreement.

What do I need to do now?

We encourage you to read this proxy statement/prospectus and related information in its entirety. Important information is presented in greater detail elsewhere in this document, and documents governing the merger are attached as appendices to this proxy statement/prospectus. In addition, much of the business and financial information about Glacier that may be important to you is incorporated by reference into this document from documents separately filed by Glacier with the SEC. This means that important disclosure obligations to you are satisfied by referring you to one or more documents separately filed with the SEC.

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Following review of this proxy statement/prospectus, please submit a proxy through the Internet, by telephone or by completing, signing, and dating the enclosed proxy card and returning it in the enclosed envelope as soon as possible so that your CFGW common shares can be voted at CFGW’s special meeting of shareholders.

What happens if I sell my shares after the record date but before the special meeting?

The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares after the record date, but before the date of the special meeting, you will retain your right to vote at the special meeting, but you will not have the right to receive the merger consideration to be received by shareholders in the merger. In order to receive the merger consideration, a shareholder must hold his or her shares through completion of the merger.

What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

Should I send in my common stock certificates now?

No. Please do not send your CFGW common share certificates with your proxy card. You will receive written instructions from Glacier’s exchange agent promptly following the closing of the merger on how to exchange your CFGW common share certificates for the merger consideration. In the meantime, you may wish to begin collecting any certificates in your possession.

What risks should I consider in deciding whether to vote for approval of the merger agreement?

You should review carefully our discussion under “Risk Factors.” You should also review the factors considered by the CFGW Board in approving the merger agreement. See “Background of and Reasons for the Merger.”

What are the material United States federal income tax consequences of the merger to CFGW shareholders?

Glacier and CFGW intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, then for U.S. federal income tax purposes a U.S. holder of CFGW common shares (as defined below) generally will not recognize any gain or loss upon surrendering its CFGW common shares, except with respect to any cash received or treated as received in the merger and any cash received in lieu of fractional shares. A U.S. holder of CFGW common shares receiving cash in lieu of a fractional share of Glacier common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of Glacier common stock. The U.S. federal income tax consequences described above may not apply to all holders of CFGW common shares. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger to you. For a detailed discussion of the material U.S. federal income tax consequences of the merger, see “The Merger – Material U.S. Federal Income Tax Consequences of the Merger to CFGW Shareholders.”

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Do I have appraisal or dissenters’ rights?

Yes. If you are a CFGW shareholder and you do not agree with the merger, do not vote in favor of the merger agreement, and take certain other actions required by Washington law, you will have dissenters’ rights under Sections 23B.13.010 through 23B.13.310 of the Revised Code of Washington. Exercise of these rights will result in the purchase of your shares of CFGW common stock at “fair value,” as determined in accordance with Washington law. If you elect to exercise this right, we encourage you to consult with your financial and legal advisors. Please read the section entitled “The Merger – Dissenters’ Rights” for additional information.

Who can help answer my questions?

If you have questions about the merger, the special shareholders’ meeting, or your proxy, or if you need additional copies of this document or a proxy card, you should contact:

Community Financial Group, Inc.

222 North Wall Street

Suite 300

Spokane, Washington 99201

Attention: Tina Campbell, Board Secretary

Telephone: (509) 242-5626

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the caption “Cautionary Note Regarding Forward-Looking Statements,” you should consider the matters described below carefully in determining whether or not to approve the merger agreement and the transactions contemplated by the merger agreement.

Risks Associated with the Proposed Merger

Because you are receiving a fixed number of shares and the market price of the Glacier common stock may fluctuate, you cannot be sure of the value of the shares of Glacier common stock that you will receive.

At the time of the CFGW special shareholder meeting, and prior to the closing of the merger, you will not be able to determine the value of the Glacier common stock that you will receive upon completion of the merger. Any change in the market price of Glacier common stock prior to completion of the merger will affect the value of the consideration that CFGW shareholders will receive in the merger. Common stock price changes may result from a variety of factors, including but not limited to general market and economic conditions, changes in Glacier’s business, operations and prospects, and regulatory considerations. Many of these factors are beyond the control of Glacier or CFGW. You should obtain current market prices for Glacier common stock.

The results of operations of Glacier after the merger may be affected by factors different from those currently affecting the results of operations of CFGW.

The businesses of Glacier and CFGW differ in certain respects and, accordingly, the results of operations of the combined company and the market price of the combined company’s common shares may be affected by factors different from those currently affecting the independent results of operations of CFGW and Glacier. For a discussion of the business of Glacier and certain factors to be considered in connection with Glacier’s business, see “Information Concerning Glacier” and the documents incorporated by reference in this document and referred to under “Where You Can Find More Information.” For a discussion of the business of CFGW and certain factors to be considered in connection with CFGW’s business, see “Information Concerning Community Financial Group, Inc.” and the documents referred to under “Where You Can Find More Information.”

The merger agreement limits CFGW’s ability to pursue other transactions and provides for the payment of a break-up fee if CFGW does so.

While the merger agreement is in effect, subject to very narrow exceptions, CFGW and its directors, officers, employees, agents and representatives are prohibited from initiating or encouraging inquiries with respect to alternative acquisition proposals. The prohibition limits CFGW’s ability to seek offers from other potential acquirors that may be superior from a financial point of view to the proposed transaction. If CFGW receives an unsolicited proposal from a third party that is superior from a financial point of view to that made by Glacier and the merger agreement is terminated, CFGW will be required to pay a $3,100,000 break-up fee. This fee makes it less likely that a third party will make an alternative acquisition proposal. See “The Merger – Break-Up Fee.”

Combining the two companies may be more challenging, costly or time-consuming than expected.

Glacier and CFGW have operated and, until the completion of the merger, will continue to operate, independently. Although Glacier has successfully completed numerous mergers in the recent past, it is possible that the integration of the Bank into Glacier Bank could result in the loss of key employees, the disruption of the ongoing business of the Bank or inconsistencies in standards, controls, procedures and policies that adversely affect the Bank’s ability to maintain relationships with customers and employees or to achieve the anticipated

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benefits of the merger. As with any merger of banking institutions, there also may be disruptions that cause the Bank to lose customers or cause customers to take their deposits out of the Bank.

We may face unanticipated costs relating to the merger.

Glacier believes that it has reasonably and conservatively estimated the likely costs of integrating the operations of the Bank into Glacier Bank, and the incremental costs of operating as a combined financial institution. However, it is possible that unexpected transaction costs or future operating expenses, as well as other types of unanticipated costs, including as a result of the substantial commitment of time and resources by Glacier’s management to the merger, could have a negative effect on the results of operations and financial condition of Glacier after the merger.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed, which could have a negative impact on CFGW.

The merger agreement is subject to a number of conditions that must be fulfilled in order to close. Those conditions include: approval by the shareholders of CFGW, receipt of all required regulatory approvals, the continued accuracy of certain representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement), and the performance by both parties of certain covenants and agreements. In addition, certain circumstances exist in which CFGW may terminate the merger, including by accepting a superior proposal. There can be no assurance that the conditions to closing the merger will be fulfilled or that the merger will be completed.

If the merger agreement is terminated, there may be various consequences to CFGW, including:

The opinion of CFGW’s financial advisor delivered to the CFGW Board before the execution of the merger agreement does not reflect any changes in circumstances subsequent to the date of the opinion.

The opinion of Piper Sandler regarding the fairness, from a financial point of view, of the per share stock consideration in the merger was delivered to the CFGW Board on August 8, 2023, and speaks only as of such date. Changes in operations and prospects of Glacier and CFGW, general market and economic conditions, and other factors both within and outside of Glacier’s and CFGW’s control may significantly alter the relative value of the companies by the time the merger is completed. Piper Sandler’s opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion.

After the merger is completed, CFGW shareholders will become Glacier shareholders and will have different rights that may be less advantageous than their current rights.

Upon completion of the merger, CFGW shareholders will become Glacier shareholders. Differences in CFGW’s articles and CFGW’s bylaws and Glacier’s articles and Glacier’s bylaws will result in changes to the rights of CFGW shareholders who become Glacier shareholders. See “Comparison of Certain Rights of Holders of Glacier and CFGW Common Shares.”

CFGW’s shareholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over management.

CFGW’s shareholders currently have the right to vote in the election of the CFGW Board and on other significant matters affecting CFGW, such as the proposed merger with Glacier. When the merger occurs, each

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CFGW shareholder will become a shareholder of Glacier with a percentage ownership of the combined organization that is much smaller than the shareholder’s percentage ownership of CFGW. Based on the anticipated number of Glacier common shares to be issued in the merger, it is anticipated that the CFGW shareholders will own approximately 2.14% of all of the outstanding shares of Glacier’s common stock following the merger. Because of this, CFGW’s shareholders will have significantly less influence on the management and policies of Glacier than they now have on the management and policies of CFGW.

The merger may fail to qualify as a reorganization for federal tax purposes, resulting in the recognition by CFGW’s shareholders of taxable gain or loss in respect of their CFGW shares.

Glacier and CFGW intend the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Glacier and CFGW, as a condition to closing, will each obtain an opinion from their respective legal counsel that the merger will qualify as a reorganization for federal tax purposes. These opinions do not bind the Internal Revenue Service or the courts or prevent either from taking a contrary position. Neither Glacier nor CFGW has requested and neither intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger. Furthermore, if the merger fails to qualify as a reorganization, Glacier, as successor to CFGW, may incur a significant tax liability since the merger would be treated as a taxable sale of CFGW’s assets for U.S. federal income tax purposes.

Glacier and CFGW will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers and vendors may have an adverse influence on the business, financial condition and results of operations of Glacier and CFGW. These uncertainties may impair Glacier’s and CFGW’s ability to attract, retain and motivate key personnel, maintain current deposit levels, and continue to attract depositors and attract new borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future relationships following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Glacier or CFGW to seek to change existing business relationships with Glacier, CFGW or the combined company or fail to extend an existing relationship with Glacier, CFGW or the combined company.

In addition, the merger agreement restricts CFGW from taking certain actions without Glacier’s consent while the merger is pending. These restrictions could have a material adverse effect on CFGW’s business, financial condition and results of operations. See “The Merger — Covenants” for a description of the restrictive covenants applicable to CFGW.

Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of Glacier and CFGW.

If the merger is not completed, the ongoing businesses of Glacier and CFGW may be adversely affected, and Glacier and CFGW will be subject to several risks, including the following:

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In addition, if the merger is not completed, Glacier and/or CFGW may experience negative reactions from the financial markets and from their respective customers and employees. Glacier and/or CFGW also could be subject to litigation related to any failure to complete the merger or to cause them to perform their respective obligations under the merger agreement. If the merger is not completed, Glacier and CFGW cannot assure their respective shareholders that the risks described above will not materialize and negatively affect the business, financial results or stock prices of Glacier and/or CFGW.

The merger is subject to the receipt of approvals and/or waivers or non-objections from governmental authorities that may delay the date of completion of the merger or impose conditions that could have an adverse effect on Glacier.

Before the merger may be completed, various approvals, waivers or non-objections must be obtained from state and federal governmental authorities, including the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Commissioner of the Montana Division of Banking and Financial Institutions, and the Washington State Department of Financial Institutions. Obtaining the approval or satisfying the requirements of these governmental authorities may delay the date of completion of the merger, including due to any or all of the following: an adverse development in either party’s regulatory standing or any other factors considered by regulators in granting such approval; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment. In addition, these governmental authorities may impose conditions on the completion of the merger, or require changes to the terms of the merger. While Glacier and CFGW do not currently expect that any such conditions or changes would result in a material adverse effect on Glacier, there can be no assurance that they will not, and such conditions or changes could have the effect of delaying completion of the merger, or imposing additional costs on or limiting the revenues of Glacier following the merger, any of which might have a material adverse effect on Glacier following the merger. The parties are not obligated to complete the merger should any required regulatory approval, waiver or non-objection contain a condition or requirement not normally imposed in such transactions that would deprive Glacier of the economic or business benefits of the merger in a manner that is material relative to the aggregate economic or business benefits of the merger to Glacier.

Certain CFGW directors and executive officers may have interests in the merger that differ from, or are in addition to, the interests of the shareholders.

In addition to their interests as shareholders generally, certain members of the CFGW Board and executive management may have other interests in the merger. The CFGW Board was aware of these interests and considered them, among other things, when deciding to approve the merger agreement. For a more detailed discussion of these interests, see “Interests of CFGW Directors and Executive Officers in the Merger.”

Recent events impacting the financial services industry could exacerbate the risks associated with the merger.

The adverse events during the first part of 2023 involving Silicon Valley Bank, Signature Bank, and First Republic Bank caused significant volatility in the trading prices of stock of publicly traded bank holding companies and have decreased confidence in banks among depositors and investors. These adverse events also led bank regulators to signal further review of regulatory requirements and the potential for changes to laws or regulations governing banks and bank holding companies. These ramifications could extend to the merger and increase the risk of losing depositors and heightened regulatory scrutiny of the merger.

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Risks Associated with Glacier’s Business

Glacier is, and will continue to be, subject to the risks described in Glacier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and subsequent Current Reports on Form 8-K, and Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “References to Additional Information” and “Where You Can Find More Information” included elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document, including information included or incorporated by reference in this document, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to: (i) statements about the benefits of the merger, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) statements about Glacier’s and CFGW’s plans, objectives, expectations, intentions, projected financial information, future opportunities and any other statements regarding Glacier’s and CFGW’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows that are not historical facts; (iii) the expected timetable for completing the merger; (iv) the ability to complete the merger; and (v) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of Glacier’s and CFGW’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Glacier’s and CFGW’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

In addition to factors previously disclosed in Glacier’s reports filed with the SEC relating to risks to Glacier’s business and stock price, and those identified elsewhere in this document (including the section entitled “Risk Factors”), the following potential factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed or implied in the forward-looking statements:

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The foregoing list of factors is not intended to be exhaustive. These forward-looking statements reflect Glacier’s and CFGW’s current views with respect to future events and are based on numerous assumptions and assessments made by Glacier and CFGW in light of their experiences and perceptions of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Glacier’s and CFGW’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Glacier or CFGW or any person acting on behalf of Glacier or CFGW are expressly qualified in their entirety by the cautionary statements above. Neither Glacier nor CFGW undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

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COMPARATIVE STOCK PRICE AND DIVIDEND INFORMATION

Glacier Common Stock

Glacier common stock is quoted on The New York Stock Exchange under the symbol “GBCI.” The following table sets forth for the periods indicated:

As of September 25, 2023, the 110,879,365 outstanding shares of Glacier common stock were held by approximately 1,763 holders of record.

CFGW Common Stock

Public trading in CFGW’s common stock has not been extensive and such trades cannot be characterized as constituting an active trading market. CFGW common stock is not listed on any national securities exchange, although it is quoted on the OTC Markets under the ticker symbol “CFGW.” Quotations are based on information received from the OTC Markets based on all transactions reported on the OTC Markets. Such information reflects inter-dealer prices, without retail markups, markdowns or commissions and may not reflect actual transactions. CFGW’s common stock is quoted on the OTC Expert Market and quotations in its common stock may be subject to significant fluctuation based on the very limited volume in CFGW’s common stock and a single trade may not be indicative of the stock’s long-term trading price. The following table sets

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forth for the periods indicated, the high and low quotations for CFGW common stock along with the aggregate number of shares publicly reported as traded for each applicable quarter.

In addition to being quoted on the OTC Markets, shares of CFGW’s common stock are from time to time traded between private parties in private transactions. While CFGW is not made aware of all such transactions, purchasers and/or sellers will frequently report such transactions to CFGW for its records. As such, for the periods set forth above, CFGW was notified of private transactions pursuant to which shares of CFGW common stock traded at $26.24 (in the fourth quarter of 2020), at $31.07 (in 2021), at prices between $33.96 and $38.68 (in 2022), and at prices between $34.43 and $35.00 (in 2023 through September 25). These private transaction stock price ranges have been retroactively adjusted for subsequent stock dividends.

As of the record date, the 2,136,808 outstanding shares of CFGW common stock were held by approximately 444 holders of record.

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CFGW SPECIAL SHAREHOLDERS’ MEETING

Date, Time, Place

The CFGW special meeting of shareholders will be held on November 14, 2023, at 3:00 p.m. Pacific Time at 222 North Wall Street, Lower Level Conference Room, Spokane, Washington 99201.

As described below under “Votes Required and Quorum,” approval of the merger agreement requires the affirmative vote of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote on the matter. The proposal to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

Purpose

At the special meeting, CFGW shareholders will:

Record Date; Shares Outstanding and Entitled to Vote

The CFGW Board has fixed the close of business on September 27, 2023, as the record date for determining the holders of CFGW common shares entitled to notice of and to vote at the special meeting. At the close of business on the record date, there were approximately 444 holders of record and 2,136,808 CFGW common shares issued and outstanding. Holders of record of CFGW common shares on the record date are entitled to one vote per share.

CFGW’s directors and certain of CFGW’s executive officers have agreed to vote all CFGW common shares they are entitled to vote that are held or controlled by them in favor of approval of the merger agreement. As of the record date, to CFGW’s knowledge, a total of 612,869 CFGW common shares, representing approximately 28.7% of all outstanding CFGW common shares, are subject to voting agreements. See “The Merger – Voting Agreements”.

Votes Required and Quorum

The affirmative vote of the holders of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote is required to approve the merger agreement. At least a majority of the total outstanding CFGW common shares entitled to vote must be present, either at the meeting or by proxy, in order to constitute a quorum for the special meeting. For purposes of determining a quorum, abstentions and broker non-votes will be counted in determining the shares present at a meeting.

For voting purposes, however, shares must be affirmatively voted FOR approval of the merger agreement in order to be counted as votes in favor of the merger. As a result, abstentions and broker non-votes with respect to the proposal to approve the merger agreement will have the same effect as votes against such proposal.

The proposal to adjourn the special meeting, if necessary or appropriate, including an adjournment to solicit additional proxies in favor of the merger agreement, will be approved if a quorum is present at the special meeting and the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

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Voting, Solicitation, and Revocation of Proxies

If you are a holder of record of CFGW common shares as of the record date for the special meeting, there are four ways to have your shares voted:

If the enclosed proxy card is duly executed and received in time for the special meeting, it will be voted in accordance with the instructions given. If the proxy card is duly executed and received but no instructions are given, it is the intention of the persons named in the proxy to vote the shares represented by the proxy FOR the approval of the merger agreement, and FOR the proposal to approve one or more adjournments to solicit additional proxies, and in the proxy holder’s discretion on any other matter properly coming before the meeting. Any proxy given by a shareholder may be revoked before its exercise by:

CFGW is soliciting the proxy for the special meeting on behalf of the CFGW Board. CFGW will bear the cost of solicitation of proxies from its shareholders. In addition to using the mail, CFGW may solicit proxies in person or by telephone, email or facsimile, in each case without compensation. Banks, brokerage houses, other institutions, nominees, and fiduciaries will be requested to forward their proxy soliciting material to their principals and obtain authorization for the execution of proxies. CFGW will, upon request, pay the standard charges and expenses of banks, brokerage houses, other institutions, nominees, and fiduciaries for forwarding proxy materials to and obtaining proxies from their principals.

Voting in Person at the Special Meeting

Shares held directly in your name as the shareholder of record may be voted in person at the special meeting. If you choose to vote your CFGW common shares in person, please bring the enclosed proxy card or proof of identification. Even if you plan to attend the special meeting, we recommend that you vote your shares of CFGW common stock in advance as described above so that your vote will be counted if you later decide not to attend the special meeting.

If your shares are registered in “street name” in the name of a broker or other nominee and you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote at the meeting.

The CFGW Proposals

Proposal 1: Merger Proposal

CFGW is asking its shareholders to approve the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger.” CFGW shareholders

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should read this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

As discussed in the section entitled “Background of and Reasons for the Merger,” after careful consideration, the CFGW Board approved the execution, delivery and performance of the merger agreement and the transactions contemplated by it, including the merger, and determined the merger to be fair and in the best interests of CFGW and the CFGW shareholders.

Required Vote

Approval of the proposal to approve the merger agreement requires the affirmative vote of at least a majority of the outstanding shares of CFGW’s common stock entitled to vote. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by mail, by telephone, via the Internet, or in person at the special meeting, or are a “street name” holder and fail to instruct your bank, broker, or other nominee how to vote, it will have the same effect as votes against the merger proposal.

The approval of the merger by holders of CFGW common shares is a condition to the completion of the merger.

The CFGW Board recommends that CFGW shareholders vote “FOR” the proposal to approve the merger agreement.

Proposal 2: Adjournment Proposal

CFGW is asking its shareholders to approve the adjournment of the CFGW special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve the merger proposal.

If, at the CFGW special meeting, an insufficient number of CFGW common shares are present in person or represented by proxy and voting in favor of the merger proposal, CFGW will move to adjourn the CFGW special meeting to enable the CFGW Board to solicit additional proxies for approval of the merger proposal. If the CFGW shareholders approve the adjournment proposal, CFGW may adjourn the CFGW special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from CFGW shareholders who have previously voted. If the date of the adjournment is not announced at the CFGW special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Required Vote

Approval of the adjournment proposal requires that the number of votes cast in favor of the proposal exceed the votes cast opposing the proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by mail, by telephone, via the Internet, or in person at the CFGW special meeting, or are a “street name” holder and fail to instruct your bank, broker, or other nominee how to vote, it will have no effect on the adjournment proposal.

The CFGW Board recommends that CFGW shareholders vote “FOR” the adjournment proposal.

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BACKGROUND OF AND REASONS FOR THE MERGER

Background of the Merger

As part of its ongoing strategic planning to enhance shareholder value, the CFGW Board and executive management regularly review and assess CFGW’s strengths, weaknesses, strategic opportunities and challenges, in an ever changing and more complex operating environment. The CFGW Board considered the prospects for continued strong growth and profitability, particularly in light of the difficulties operating as an independent community bank under current economic, regulatory and competitive conditions. Like many other banks, CFGW experienced increasing costs related to information technology, regulatory compliance, product development and personnel, to remain competitive with bank and non-bank competitors, including financial technology companies. In addition, after over 40 years of operations, CFGW was facing a heightened level of succession risk that was difficult to address, as an increasing number of CFGW’s directors and senior management approached or passed normal retirement age. On top of this, CFGW’s aging shareholder base has been increasingly in search of more stock trading liquidity. The CFGW Board has also monitored the changing community banking landscape in the region, including the decline in potential buyers who could execute on a transaction that would be appealing to CFGW.

Given the changing community banking landscape in the region, regulatory compliance burdens, rising information technology costs, risks associated with director and officer succession planning, and the growing desire for increased CFGW shareholder liquidity, the CFGW Board grew increasingly interested in strategic alternatives that could address these challenges. In reviewing its alternatives, the CFGW Board considered the best ways to maximize CFGW shareholder value, maximize the opportunities for CFGW’s employees and secure the Bank’s long-term future and ability to serve its customers and communities. The CFGW Board carefully considered many strategic alternatives, including: (i) continued organic growth, which would be limited by CFGW’s finite capital resources; (ii) growth through CFGW’s acquisition of smaller institutions, which would be challenging given the lack of viable attractive targets, CFGW’s limited capital resources and the illiquidity of CFGW’s stock; or (iii) merging with a larger bank with more resources to support continued strong financial performance, and provide CFGW shareholders with greater liquidity. In considering these alternatives, the CFGW Board consistently viewed a merger with a larger bank as the alternative that best achieved its strategic objectives. As a result, the CFGW Board and management decided to continue to emphasize organic growth while undertaking strategic initiatives that would maximize the attractiveness of CFGW to potential acquirors. As part of these efforts, early in 2021 the CFGW Board began meeting periodically with Piper Sandler to review developments in the banking industry, including mergers and acquisitions trends, bank performance trends and bank stock valuations. Piper Sandler is a nationally recognized investment banking firm with substantial experience advising financial institutions generally, including with respect to mergers and acquisitions. At the direction of the CFGW Board, Susan Horton, CFGW’s Chairman, CEO and President, began developing relationships with a group of potential merger partners that best aligned with the CFGW Board’s strategic priorities.

Throughout 2021 and 2022, Ms. Horton held in person and telephonic meetings with the CEOs of several potential merger partners, including Randy Chesler, CEO of Glacier, with the intent of learning more about the potential strategic fit between CFGW and the respective merger partners and developing relationships that could help facilitate a potential merger at some point in the future. During this time, Ms. Horton reported to the CFGW Board on the content of the meetings with potential partners and these reports were often accompanied by analytical updates provided by Piper Sandler. In meetings with Ms. Horton, Mr. Chesler expressed Glacier’s interest in pursuing a merger with CFGW and indicated that the most desirable timing for Glacier would be to begin substantive discussions regarding the possibility of a merger in the winter of 2022-2023.

Based on Ms. Horton’s reports and the financial analyses provided by Piper Sandler, Glacier’s unique community banking model and Glacier’s superior financial performance over a long period, among other considerations, the CFGW Board concurred at a meeting on November 10, 2022, that Glacier was the partner

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most capable of structuring a merger that met the strategic objectives of the CFGW Board, namely: to maximize value and liquidity for CFGW shareholders, to maximize the opportunities for CFGW’s employees, and to secure the Bank’s long-term future and ability to serve its customers and communities.

In February 2023, Ms. Horton was contacted by Glacier and invited to a meeting at Glacier’s corporate headquarters. At the meeting on March 7, 2023, Ms. Horton met with Mr. Chesler and other Glacier executives, shared information about CFGW, and learned more about Glacier and its history and approach to mergers and acquisitions and how CFGW and the Bank might benefit from a merger with Glacier. At that meeting Mr. Chesler expressed the interest of Glacier’s board of directors in further exploring an acquisition of CFGW, with the first step being working towards a non-binding letter of intent. On March 10, 2023, Ms. Horton and Piper Sandler met with the CFGW Board to discuss further the potential for a transaction with Glacier as compared to CFGW’s other strategic alternatives, and the CFGW Board agreed to convey to Mr. Chesler their desire to work towards a non-binding letter of intent. Ms. Horton communicated this to Mr. Chesler later that day, and Mr. Chesler indicated that the next step would be for CFGW to provide Glacier with some initial financial information and other information regarding CFGW after CFGW’s first quarter 2023 financial information was available. On March 31, 2023, Mr. Chesler requested that Ms. Horton provide first quarter 2023 and other financial information regarding CFGW. On April 11, 2023, Ms. Horton provided Glacier with the requested information.

In late April and early May 2023, representatives from Glacier’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), met with Glacier management to discuss the letter of intent and its proposed terms and the potential financial impact of the transaction on Glacier.

On May 8, 2023, Glacier provided CFGW with a non-binding letter of intent which outlined the high-level terms of a proposed merger, including 100% stock consideration and a fixed exchange ratio of 1.0931 Glacier shares in exchange for each share of CFGW. In the days following receipt of the non-binding letter of intent, the financial and legal advisors of CFGW analyzed the financial merits and other significant terms of Glacier’s proposal.

On May 16, 2023, the CFGW Board held a special meeting, along with Piper Sandler and CFGW’s legal counsel, Otteson Shapiro LLP (“Otteson Shapiro”) to review, consider, and discuss Glacier’s proposal. At the meeting, Otteson Shapiro reviewed with the CFGW Board their fiduciary duties in connection with the consideration of the non-binding letter of intent. At the meeting, the CFGW Board considered Glacier’s proposal, CFGW’s stand-alone prospects and the landscape of other potential merger partners for CFGW. The CFGW Board discussed the benefits and drawbacks of Glacier’s proposal and considered how the proposal might be negotiated to better meet the objectives of the CFGW Board. The CFGW Board also discussed the then-current turmoil in the banking industry, including the recent failure of multiple banks and the overall significant decline in bank stock values, and whether it would be possible to meet the objectives of the CFGW Board during such an environment. As part of this consideration, the CFGW Board considered the fact that the Glacier proposal consisted of 100% stock consideration with a fixed exchange ratio, meaning that CFGW shareholders would stand to benefit from a potential recovery in the banking industry through the ownership of Glacier stock, and in addition, that Glacier had a track record of superior financial and stock price performance over the long term. At the conclusion of the meeting, the CFGW Board expressed its sincere interest in Glacier’s proposal, and authorized Ms. Horton, with the assistance of Piper Sandler and Otteson Shapiro, to clarify and negotiate certain terms of the non-binding letter of intent, including but not limited to: requesting an increase in the merger consideration to be received by CFGW shareholders and the removal of a stock-price based collar mechanism that could potentially limit the upside to CFGW shareholders during the pendency of the merger if stock prices in the banking industry increased significantly.

On May 19, 2023, CFGW conveyed to Glacier a package of additional financial information regarding CFGW that CFGW believed would assist Glacier in refining and improving the terms of its merger proposal. In addition to the financial information, CFGW shared with Glacier a list of requested clarifications and

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amendments to the non-binding letter of intent, including but not limited to an increase in the merger consideration and the removal of the stock-price based collar mechanism. Over the course of the next five days, representatives of CFGW and Glacier discussed and negotiated the terms of the proposal and, on May 24, 2023, Glacier submitted to CFGW an updated non-binding letter of intent. Representatives from CFGW and Glacier continued to discuss and negotiate certain components of the updated non-binding letter of intent.

On June 1, 2023, the CFGW Board held a special meeting, along with Piper Sandler and Otteson Shapiro to review Glacier’s updated proposal. The CFGW Board reviewed the clarifications and amendments to the initial proposal. The CFGW Board raised some additional questions and amendments to the non-binding letter of intent and authorized Ms. Horton and CFGW’s legal and financial advisors to engage further with Glacier to clarify and improve the proposed terms for the benefit of CFGW’s shareholders.

In the following days, Ms. Horton and Mr. Chesler, along with the respective legal and financial representatives of CFGW and Glacier, engaged in a series of discussions regarding Glacier’s proposal and, on June 5, 2023, Glacier submitted an updated non-binding letter of intent to CFGW.

On June 6, 2023, the CFGW Board held a special meeting, along with Piper Sandler and Otteson Shapiro, to review Glacier’s updated proposal. The CFGW Board reviewed the clarifications and amendments to the initial proposal, including that there was no increase to the stock consideration to be received by CFGW shareholders, but that the stock-price based collar was removed from the proposed terms as requested, thus removing a limitation on CFGW shareholders’ ability to benefit from significant increases in the price of Glacier common stock. Following a thorough discussion, the CFGW Board authorized Ms. Horton to execute the non-binding letter of intent, which contemplated the sale of CFGW to Glacier and that CFGW shareholders would receive 1.0931 shares of Glacier in exchange for each CFGW share (subject to adjustment in certain circumstances). In making the decision to execute the non-binding letter of intent, the CFGW Board determined that the proposed merger with Glacier would be beneficial for CFGW and its shareholders based on several factors, including, but not limited to: the long-term financial prospects of the proposed merger as compared to the prospects of CFGW on a stand-alone basis or with other potential acquirors; the strategic fit of CFGW and Glacier; the all-stock nature of the merger consideration; and the fact that, post-merger, the Bank would continue to operate and serve its customers and communities as a division of Glacier Bank and would enjoy the benefits of being combined with Glacier’s existing North Cascades Bank division, including the Bank being in the top 5 in deposit market share in eastern Washington. In considering these and other factors, the CFGW Board determined that the proposed merger with Glacier represented a transaction that was in the best interest of CFGW and its shareholders in the long-term and executed the non-binding letter of intent on June 7, 2023.

On June 15, 2023, Glacier and CFGW executed a mutual nondisclosure agreement to facilitate the due diligence process.

During June, July and August of 2023, the parties conducted significant due diligence and negotiated the definitive merger agreement and ancillary agreements. Glacier provided an initial draft of the merger agreement to CFGW on July 11, 2023. During the next few weeks, Otteson Shapiro and management of CFGW discussed and negotiated with Miller Nash LLP (“Miller Nash”), Glacier’s legal counsel, and management of Glacier the various legal and business terms of the merger agreement and the proposed merger. The parties exchanged multiple drafts of the merger agreement and ancillary agreements and had numerous calls to discuss and negotiate various issues. Primary subjects of these negotiations included tax, accounting and contract issues relating to labor and employee benefit matters, including employee compensation after the closing of the merger; the means by which CFGW’s capital would be calculated at closing; the treatment of certain merger-related expenses; the timing of the merger; the operations of the Bank between signing and closing; representations, warranties and covenants of CFGW and Glacier; and conditions to closing of the merger.

On July 13, 2023, the CFGW Board met, along with Piper Sandler and Otteson Shapiro, to discuss the status of the ongoing negotiations between the parties. Piper Sandler provided the CFGW Board an update on the

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implied value of the merger consideration relative to bank stock values in general along with an overview of some of the variables that might impact CFGW’s ability to pay a pre-closing dividend or result in a downward adjustment in the exchange ratio, namely CFGW’s forecast earnings, CFGW’s expected transaction expenses and potential changes in CFGW’s accumulated other comprehensive income related to its investment portfolio. The CFGW Board discussed that, as part of the proposed transaction terms, CFGW would benefit from keeping certain of its transaction-related expenses as low as possible. The payout of certain existing executive employment contracts that would be triggered in the proposed merger was an important component of the expense calculation. To minimize expenses and maximize the possibility of a pre-closing cash dividend for CFGW shareholders, Ms. Horton reported that she was exploring alternatives to defer the majority of the payments otherwise owed to her at closing of the transaction and receive them over a period of three years following closing. As such, the deferred portion of those payments would not be included in the expense calculation, thereby reducing CFGW’s transaction expenses and maximizing the possibility of a pre-closing cash dividend for CFGW shareholders. The CFGW Board commended Ms. Horton for her efforts to maximize value for the CFGW shareholders.

On July 28, 2023, the CFGW Board and the Bank’s board of directors met, along with Piper Sandler and Otteson Shapiro, to discuss the status of the ongoing negotiations between the parties and the terms of the proposed merger. At the meeting, Otteson Shapiro walked the members of the CFGW Board and the Bank’s board of directors through their fiduciary duties in connection with the proposed merger and provided an update on the status of the merger agreement. Piper Sandler provided the CFGW Board and the Bank’s board of directors an update on the value of the merger consideration relative to bank stock values in general, along with an updated overview of the variables impacting CFGW’s ability to pay a pre-closing dividend or experience a downward adjustment in the exchange ratio, namely CFGW’s forecast earnings, CFGW’s expected transaction expenses and potential changes in CFGW’s accumulated other comprehensive income. In this meeting, Ms. Horton reported her intent to defer the majority of payments provided for under her employment agreement for a period of three years following closing, in part by accepting a significantly extended agreement not to compete or solicit customers or employees of the Bank, and that the deferral would reduce CFGW’s transaction expenses and increase the probability of CFGW being able to pay a pre-closing cash dividend to CFGW shareholders.

On August 8, 2023, a special meeting of the Glacier board of directors was convened to consider the proposed merger transaction. Members of executive and senior management and representatives of KBW and Miller Nash also attended the meeting at the invitation of the Glacier board of directors. The Glacier board of directors was provided with a set of meeting materials in advance of the meeting, including substantially final drafts of the merger agreement, the voting agreements, the director non-competition agreements, Ms. Horton’s employment agreement, and a comprehensive summary of management’s due diligence review of CFGW and the contemplated transaction. Miller Nash discussed with the directors their fiduciary duties under applicable law and reviewed the accompanying legal standards. Members of Glacier’s executive and senior management team and Miller Nash then reviewed the due diligence process and findings in detail. This included a review of credit, compliance, operations, and legal matters based on extensive materials made available to Glacier by CFGW. KBW then reviewed the financial aspects of the proposed transaction, including the key financial terms of the proposed merger. Miller Nash proceeded to review in detail with the Glacier board of directors the terms of the merger agreement, including the terms of various ancillary documents, and the material terms of Ms. Horton’s employment agreement were presented. After considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Glacier board of directors, the Glacier board of directors determined that the merger was in the best interests of Glacier and Glacier shareholders, and the Glacier board of directors unanimously approved the execution, delivery and performance of the merger agreement and the transactions contemplated by it, including the merger.

Also on August 8, 2023, the CFGW and the Bank Boards of Directors held a special meeting to review and consider the proposed merger. At the meeting, representatives of Otteson Shapiro explained the terms of the

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merger agreement and related transaction documents, and representatives of Piper Sandler reviewed the financial aspects of the proposed merger and responded to questions by the CFGW and the Bank Boards of Directors. Additionally, Piper Sandler delivered its oral opinion (commonly referred to as the “fairness opinion”), which was confirmed in writing later on August 8, 2023, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in its opinion, the per share stock consideration was fair, from a financial point of view, to the holders of CFGW common stock. After further discussion among the directors and CFGW’s advisors, including with respect to the factors described in “Reasons for the Merger — CFGW” the CFGW Board unanimously determined that the merger and the merger agreement were advisable, and in the best interests of, CFGW and its shareholders, and the Bank, and unanimously approved the merger agreement, subject to shareholder and regulatory approvals, and related actions and recommended the adoption and approval of such agreement and transactions to the CFGW shareholders.

The parties entered into the merger agreement on August 8, 2023. After the close of business on August 8, 2023, Glacier issued a press release announcing the merger transaction.

Reasons for the Merger – CFGW

At a meeting held on August 8, 2023, the CFGW Board determined that the terms of the merger agreement were in the best interests of CFGW and its shareholders and recommended that CFGW’s shareholders vote for approval of the merger agreement. In the course of reaching this determination and related decision to approve the merger agreement, the CFGW Board evaluated the merger and the merger agreement in consultation with CFGW’s financial advisor and legal counsel. In reaching its determination, the CFGW Board considered a number of factors. Such factors also constituted the reasons that the CFGW Board determined to approve the merger agreement and to recommend that CFGW shareholders vote in favor of the merger agreement.

The following discussion of the information and factors considered by the CFGW Board is not intended to be exhaustive, but, rather, includes the material factors considered by the CFGW Board. In reaching its decision to approve the merger agreement, the merger of the Bank into Glacier Bank and the other transactions contemplated by the merger agreement, the CFGW Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The CFGW Board considered all these factors as a whole and overall considered the factors to be favorable to, and support, its determination to approve the merger agreement. In reaching its decision to approve the merger agreement, the CFGW Board considered the following:

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The CFGW Board also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the merger agreement, including the following:

Opinion of CFGW’s Financial Advisor

CFGW retained Piper Sandler to act as financial advisor to the CFGW Board in connection with CFGW’s consideration of a possible business combination. CFGW selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm with a principal business specialty advising financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

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Piper Sandler acted as financial advisor to the CFGW Board in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the August 8, 2023 meeting at which the CFGW Board considered the merger and the merger agreement, Piper Sandler delivered to the CFGW Board its oral opinion, which was subsequently confirmed in writing on August 14, 2023, to the effect that, as of such date, the per share stock consideration was fair to the holders of CFGW’s common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Appendix C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of CFGW common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the CFGW Board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of CFGW as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the per share stock consideration to the holders of CFGW common stock and did not address the underlying business decision of CFGW to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for CFGW or the effect of any other transaction in which CFGW might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of CFGW, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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Piper Sandler also discussed with certain members of the senior management of CFGW and its representatives the business, financial condition, results of operations and prospects of CFGW and held similar discussions with certain members of the senior management of Glacier and its representatives regarding the business, financial condition, results of operations and prospects of Glacier. Piper Sandler noted in its discussions with the CFGW Board that the publicly reported historical price and trading activity for CFGW stock was based on limited trading volume, and how the limited trading volume could impact the price per share for CFGW stock used by Piper Sandler in certain of Piper Sandler’s analyses.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by CFGW or Glacier or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of CFGW and Glacier that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of CFGW or Glacier, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of CFGW or Glacier or any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of CFGW or Glacier, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to CFGW or Glacier or any of their respective subsidiaries. Piper Sandler assumed, with CFGW’s consent, that the respective allowances for loan losses for both CFGW and Glacier were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used internal financial projections for CFGW for the years ending December 31, 2023 through December 31, 2027, as provided by the senior management of CFGW. In addition, Piper Sandler used publicly available mean analyst earnings per share estimates for Glacier for the years ending December 31, 2023 and December 31, 2024 as well as an estimated long-term earnings per share growth rate and estimated dividends per share for Glacier for the years ending December 31, 2025 through December 31, 2027, as directed by the senior management of Glacier. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as provided by the senior management of Glacier. With respect to the foregoing information, the respective senior managements of CFGW and Glacier confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available mean analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of CFGW and Glacier, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of CFGW or Glacier since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analysis that CFGW and Glacier would remain as going concerns for all periods relevant to its analysis.

Piper Sandler also assumed, with CFGW’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all

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related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on CFGW, Glacier, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with CFGW’s consent, Piper Sandler relied upon the advice that CFGW received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of CFGW common stock or Glacier common stock at any time or what the value of Glacier common stock would be once the shares are actually received by the holders of CFGW stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the CFGW Board, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to CFGW or Glacier and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of CFGW and Glacier and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the per share stock consideration to the holders of CFGW common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of CFGW, Glacier, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the CFGW Board at its August 8, 2023 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their

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securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of CFGW common stock or Glacier common stock or the prices at which CFGW or Glacier common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the CFGW Board in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the CFGW Board with respect to the fairness of the per share stock consideration.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of CFGW common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive from Glacier (a) the per share stock consideration, plus (b) any cash in lieu of fractional shares of Glacier common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $80.6 million and an implied purchase price per share of $37.13 consisting of the implied value of 2,136,808 shares of CFGW common stock and 86,182 options with a weighted average strike price of $22.77, based on the closing price of Glacier common stock on August 7, 2023. Based upon financial information for CFGW as of or for the last twelve months (“LTM”) ended June 30, 2023 and the closing price of CFGW ’s common stock on August 7, 2023, Piper Sandler calculated the following implied transaction metrics:

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices and trading volume of CFGW common stock and Glacier common stock for the one-year and three-year periods ended August 7, 2023. Piper Sandler then compared the relationship between the movements in the price of CFGW common stock and Glacier common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

During the one-year period ended August 7, 2023, CFGW’s publicly available closing stock price averaged $26.47, or $29.92 when weighted by the volume of shares traded. During this same period, CFGW stock averaged 17 shares traded per day or $454 in daily trading value.

CFGW’s One-Year Stock Performance

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During the three-year period ended August 7, 2023, CFGW’s publicly available closing stock price averaged $29.74, or $30.57 when weighted by the volume of shares traded. During this same period, CFGW stock averaged 39 shares traded per day or $1,150 in daily trading value.

CFGW’s Three-Year Stock Performance

During the one-year period ended August 7, 2023, GBCI’s publicly available closing stock price averaged $44.27, or $40.70 when weighted by the volume of shares traded. During this same period, GBCI stock averaged 568,313 shares traded per day or $25.2 million in daily trading value.

Glacier’s One-Year Stock Performance

During the three-year period ended August 7, 2023, GBCI’s publicly available closing stock price averaged $48.34, or $46.30 when weighted by the volume of shares traded. During this same period, GBCI stock averaged 434,257 shares traded per day or $21.0 million in daily trading value.

Glacier’s Three-Year Stock Performance

Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for CFGW with a group of financial institutions selected by Piper Sandler. The CFGW peer group included nationwide publicly traded banks with total assets between $650 million and $850 million, tangible common equity / tangible assets ratio greater than 5.0% and LTM return on average assets between 0.50% and 1.50%, but excluded mutual holding companies, merger targets, nondepository trusts, cooperative banks, OTCEM traded banks and OTCPK traded banks (the “CFGW Peer Group”). The CFGW Peer Group consisted of the following companies:

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The analysis compared publicly available financial information for CFGW with corresponding data for the CFGW Peer Group as of or for the year ended June 30, 2023 (unless otherwise noted) with publicly available stock price data as of August 7, 2023. The table below sets forth the data for CFGW and the median, mean, low and high data for the CFGW Peer Group.

CFGW Comparable Company Analysis¹

Piper Sandler used publicly available information to perform a similar analysis for Glacier by comparing selected financial information for Glacier with a group of financial institutions selected by Piper Sandler. The Glacier peer group included west and southwest region-based exchange-traded banks with total assets between $15 billion and $65 billion, but excluded merger targets and mutual holding companies (the “Glacier Peer Group”). The Glacier Peer Group consisted of the following companies:

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The analysis compared publicly available financial information for Glacier with corresponding data for the Glacier Peer Group as of or for the year ended June 30, 2023 (unless otherwise noted) with pricing data as of August 7, 2023. The table below sets forth the data for Glacier and the median, mean, low and high data for the Glacier Peer Group.

Glacier Comparable Company Analysis

Analysis of Precedent Transactions.

Piper Sandler reviewed one group of nationwide merger and acquisition transactions. The nationwide group consisted of nationwide bank and thrift transactions announced since January 1, 2022 with target total assets between $500 million and $1.25 billion, target tangible common equity / tangible assets ratio greater than 5.0% and target LTM return on average assets between 0.50% and 1.50% (the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

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Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the transaction to the median, mean, low and high metrics of the Regional Precedent Transactions group as well as to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of CFGW common stock assuming CFGW performed in accordance with financial projections for the years ending December 31, 2023 through December 31, 2027 as provided by CFGW management. To approximate the terminal value of a share of CFGW common stock at August 7, 2023, Piper Sandler applied price to 2027 earnings multiples ranging from 6.5x to 10.5x and multiples of 2027 tangible book value ranging from 65% to 115%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of CFGW common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of CFGW common stock of $25.36 to $48.11 when applying multiples of earnings and $19.32 to $40.14 when applying multiples of tangible book value.

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Earnings Per Share Multiples

Tangible Book Value Per Share Multiples

Piper Sandler also considered and discussed with the CFGW Board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming CFGW’s earnings varied from 20% above projections to 20% below projections. This analysis resulted in the following range of per share values for CFGW’s common stock, applying the price to 2027 earnings multiples range of 6.5x to 10.5x referred to above and a discount rate of 11.45%.

Earnings Per Share Multiples

Piper Sandler also performed an analysis that estimated the net present value per share of Glacier common stock, assuming Glacier performed in accordance with mean analyst consensus annual EPS projections for 2023 and 2024, with EPS growing 5.0% from 2025 onward and keeping dividends per share flat from 2024 onward, as directed by Glacier management. To approximate the terminal value of a share of Glacier common stock at August 7, 2023, Piper Sandler applied price to 2027 earnings multiples ranging from 8.0x to 18.0x and multiples of 2027 tangible book value ranging from 110% to 210%. The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 11.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Glacier common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Glacier common stock of $15.00 to $32.61 when applying multiples of earnings and $20.09 to $39.91 when applying multiples of tangible book value.

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Earnings Per Share Multiples

Tangible Book Value Per Share Multiples

Piper Sandler also considered and discussed with the CFGW Board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming Glacier’s earnings varied from 20.0% above projections to 20.0% below projections. This analysis resulted in the following range of per share values for Glacier common stock, applying the price to 2027 earnings multiples range of 8.0x to 18.0x referred to above and a discount rate of 8.70%.

Earnings Per Share Multiples

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis.

Piper Sandler analyzed certain potential pro forma effects of the merger on Glacier assuming the transaction closes on December 31, 2023. Piper Sandler utilized the following information and assumptions: (a) for CFGW, net income for the years ending December 31, 2023 through December 31, 2027, and 5.0% annual growth thereafter, as adjusted and directed by Glacier management, (b) for Glacier, mean analyst consensus annual EPS projections for 2023 and 2024, with EPS growing 5.0% from 2025 onward and keeping dividends per share flat from 2024 onward, as directed by Glacier management, and (c) certain assumptions related to purchase accounting adjustments, cost savings and transaction expenses. The analysis indicated that the transaction could be accretive to Glacier’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending 2023 through 2027 and dilutive to Glacier’s estimated tangible book value per share at closing.

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In connection with this analysis, Piper Sandler considered and discussed with the CFGW Board how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship.

Piper Sandler is acting as CFGW’s financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to 1.55% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction, Piper Sandler’s fee was approximately $1,250,000. Piper Sandler also received a $250,000 fee from CFGW upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction. CFGW has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement.

Piper Sandler did not provide any other investment banking services to CFGW in the two years preceding the date of Piper Sandler’s opinion, nor did Piper Sandler provide any investment banking services to Glacier in the two years preceding the date thereof. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to CFGW, Glacier and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of CFGW, Glacier and their respective affiliates for Piper Sandler’s own account and for the accounts of Piper Sandler’s customers.

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THE MERGER

The following is a brief description of the material aspects of the merger. There are other aspects of the merger that are not discussed below but that are contained in the merger agreement. You are being asked to approve the merger in accordance with the terms of the merger agreement, and you are urged to read the merger agreement carefully. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference into this proxy statement/prospectus and is attached to this proxy statement/prospectus as Appendix A.

Basic Terms of the Merger

The merger agreement provides for the merger of CFGW with and into Glacier and, immediately thereafter, the merger of the Bank with and into Glacier Bank, Glacier’s wholly owned subsidiary.

In the merger, CFGW shareholders who do not dissent will receive Glacier common stock for their CFGW common shares, as described below. See “– Merger Consideration.”

The merger agreement is subject to a number of conditions that must be fulfilled in order to close. Those conditions include: approval by the shareholders of CFGW, regulatory approvals, the continued accuracy of certain representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement), and the performance by both parties of certain covenants and agreements. While Glacier and CFGW believe that they will receive the necessary regulatory approvals for the merger, there can be no assurance that such approvals will be received or, if received, as to the timing of such approvals or as to the ability to obtain such approvals on satisfactory terms. See “ -– Conditions to the Merger” and “– Regulatory Requirements.”

Merger Consideration

As of the effective date of the merger, each CFGW common share will be converted into the right to receive 1.0931 Glacier shares.

The per share stock consideration will be subject to reduction if the “CFGW Closing Capital”, as determined in accordance with the merger agreement, is less than $49,200,000 (subject to specified adjustments) (the “Closing Capital Requirement”). In such event, the per share stock consideration will be reduced on a per share basis by an amount, rounded to the nearest thousandth, determined by dividing the negative differential between the CFGW Closing Capital and the Closing Capital Requirement by the average daily closing price of Glacier common stock for the 20 trading days immediately preceding such date, and dividing that result by the number of CFGW common shares outstanding at the effective time of the merger.

If the CFGW Closing Capital is in excess of $49,200,000, subject to adjustment as provided in the merger agreement, CFGW may, prior to the merger, declare and pay a special cash dividend to its shareholders in the aggregate amount of such excess.

“CFGW Closing Capital” is defined in the merger agreement and is equal to an amount, estimated as of the closing of the merger, of CFGW’s capital stock, surplus and retained earnings determined in accordance with accounting principles generally accepted in the United States (“GAAP”) on a consolidated basis, net of goodwill and other intangible assets, calculated in the same manner in which CFGW’s consolidated tangible equity capital at December 31, 2022 and March 31, 2023 was calculated, after giving effect to adjustments, calculated in accordance with GAAP, for accumulated other comprehensive income or loss as reported on CFGW’s balance sheet.

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The CFGW Closing Capital may be adjusted based on the estimated final amount of transaction-related expenses to be incurred by CFGW, as determined and agreed upon between CFGW and Glacier in accordance with the merger agreement. To the extent that such final transaction-related expenses, exclusive of certain payments to CFGW officers, do not equal $4,200,000, the amount of such difference, on an after-tax basis, will be reflected as a pro-forma adjustment to the CFGW Closing Capital, reducing or increasing, as the case may be, the CFGW Closing Capital.

Assuming for purposes of illustration only that the average closing price for Glacier common stock is $28.77 (which was the closing price of Glacier common stock on September 25, 2023), each of your CFGW common shares would be exchanged for 1.0931 shares of Glacier common stock with a value equal to $31.45.

Treatment of CFGW Options

Under the terms of the CFGW Stock Plans, all outstanding CFGW Options will vest in full in connection with the completion of the merger. Under the terms of the merger agreement, holders of any CFGW Options that may be exercised may provide notice of exercise of such CFGW Options to CFGW on or before the 10^th calendar day prior to the effective date of the merger (the “option exercise notice deadline”). Holders of CFGW Options who exercise such CFGW Options prior to the option exercise notice deadline will receive CFGW common shares in accordance with the terms of the exercised CFGW Options, and such CFGW common shares will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

With respect to any CFGW Options that remain outstanding and unexercised when the merger agreement becomes effective (the “effective time”), each such outstanding CFGW Option under the CFGW Stock Plans will be automatically canceled at the effective time, and the holders of CFGW Options will be paid in cash an amount per share equal to the spread, if any, between (a) the product of the Glacier average closing price multiplied by the per share stock consideration and (b) the exercise price per share of such CFGW Option, net of any cash which must be withheld under applicable tax laws. Any CFGW Option that has an exercise price per share that is equal to or greater than the amount described in (a) above will be cancelled without any payment.

Fractional Shares

No fractional shares of Glacier common stock will be issued to any holder of CFGW common shares in the merger. For each fractional share that would otherwise be issued, Glacier will pay cash in an amount equal to the fraction multiplied by the Glacier average closing price calculated as provided in the merger agreement. No interest will be paid or accrued on cash payable in lieu of fractional shares of Glacier common stock.

Effective Date of the Merger

Subject to the satisfaction or waiver of conditions to the obligations of the parties to complete the merger as set forth in the merger agreement, the effective date of the merger will be the date the merger becomes effective under the Montana Business Corporation Act (the “MBCA”) and the Washington Revised Business Corporation Act (the “WBCA”). Subject to the foregoing and the possible adjustment of the closing date as discussed under “—Closing Date” below, it is currently anticipated that the merger will be consummated during the fourth quarter of 2023.

Letter of Transmittal

Within five business days following the effective date of the merger, Glacier’s exchange agent will send a letter of transmittal to each holder of record of CFGW common shares. This mailing will contain instructions on how to surrender CFGW common share certificates or other evidence of ownership in exchange for the merger consideration that the holder is entitled to receive under the merger agreement.

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With the exception of any proposed dissenting shares, each CFGW share certificate will, from and after the effective date of the merger, be deemed to represent and evidence only the right to receive the merger consideration payable with respect to such certificate. CFGW shareholders must provide properly completed and executed letters of transmittal in order to effect the exchange of their CFGW common shares for (i) evidence of issuance in book entry form, or upon the written request of the holder, stock certificates, representing Glacier common stock, and (ii) a check representing the amount of cash in lieu of fractional shares, if any.

Lost, Stolen or Destroyed Certificates

If a certificate for CFGW common shares has been lost, stolen or destroyed, the exchange agent will be authorized to issue or pay the holder’s merger consideration (and cash in lieu of fractional shares, if any), if the holder provides Glacier with (i) satisfactory evidence that the holder owns the CFGW common shares and that the certificate is lost, stolen or destroyed, (ii) any affidavit or security Glacier may require (including any bond that may be required by the exchange agent in accordance with its policies), and (iii) any reasonable additional assurances that Glacier or Glacier’s exchange agent may require.

Voting Agreements

Certain director- and officer- shareholders of CFGW (each, a “Shareholder”) have entered into a Voting Agreement and Irrevocable Proxy with Glacier, Glacier Bank, CFGW, and the Bank, dated August 8, 2023 (the “Voting Agreement”). Under the Voting Agreement, each Shareholder agrees, among other things, to vote all shares of CFGW common stock that he or she owns or controls in favor of the merger agreement. The Voting Agreement also prohibits each Shareholder from selling, transferring, encumbering, or granting a proxy in respect of his or her shares prior to the termination of the Voting Agreement, subject to certain exceptions. As of the record date, the Shareholders under the Voting Agreement are collectively entitled to vote a total of 612,869 CFGW common shares, representing approximately 28.7% of all outstanding CFGW common shares. The Voting Agreement also provides that each Shareholder will vote his or her shares in favor of any proposal to adjourn the special meeting if there are not sufficient votes to approve the merger agreement. Any such vote to adjourn, if necessary, would occur at the special meeting.

Dissenters’ Rights

Under the Revised Code of Washington (“RCW”), CFGW shareholders have the right to dissent from the merger and to receive payment in cash for the “fair value” of their shares of CFGW common stock.

CFGW shareholders electing to exercise dissenters’ rights must comply with the provisions of applicable Washington laws in order to perfect their rights. The following is intended only as a brief summary of the material provisions of the procedures that a CFGW shareholder must follow in order to dissent from the merger and perfect dissenters’ rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the Washington dissenters’ rights laws, the full text of which is set forth in Appendix B to this document.

A shareholder who wishes to exercise dissenters’ rights must:

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A shareholder wishing to deliver a notice asserting dissenters’ rights should hand deliver or mail the notice to the following address:

Community Financial Group, Inc.

222 North Wall Street

Suite 300

Spokane, Washington 99201

ATTN: Tina Campbell, Board Secretary

A shareholder who wishes to exercise dissenters’ rights generally must dissent with respect to all of the shares the shareholder owns or over which the shareholder has the power to direct the vote. However, if a record shareholder is a nominee for several beneficial shareholders, some of whom wish to dissent and some of whom do not, then the record holder may dissent with respect to all the shares beneficially owned by any one person by notifying CFGW in writing of the name and address of each person on whose behalf the record owner asserts dissenters’ rights. A beneficial shareholder may assert dissenters’ rights directly by submitting to CFGW the record shareholder’s written consent and by dissenting with respect to all the shares of which the shareholder is the beneficial shareholder or over which the shareholder has the power to direct the vote.

A shareholder who does not, prior to the special shareholders’ meeting, deliver to CFGW a written notice of the shareholder’s intent to demand payment for the shares will lose the right to exercise dissenters’ rights. In addition, any shareholder electing to exercise dissenters’ rights must either vote against the merger or abstain from voting.

If the merger is completed, Glacier (as the surviving corporation) will, within 10 days after the effective date of the merger, deliver a written notice to all CFGW shareholders who properly gave notice of their intent to exercise dissenters’ rights. The notice will, among other things:

A shareholder who sent a notice as described above must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date the terms of the merger were first announced as set forth in the notice, and deposit the shareholder’s certificates in accordance with the terms of the notice. A shareholder who demands payment and deposits the shareholder’s certificates retains all other rights of a shareholder until these rights are canceled or modified.

A shareholder who does not demand payment or does not deposit the shareholder’s certificates if required, each by the date set forth in the notice, is not entitled to payment for such shareholder’s shares.

The RCW provides that Glacier (as the surviving corporation) must pay any dissenter who has complied with the requirements summarized above the “fair value” of the shareholder’s shares plus interest from the effective date of the merger. With respect to a dissenter who did not beneficially own shares of CFGW prior

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to the public announcement of the merger, Glacier is not required to make the payment until the dissenter has agreed to accept the payment in full satisfaction of the dissenter’s demands. “Fair value” means the value of the shares immediately before the effective date of the merger, excluding any appreciation or depreciation in anticipation of the merger unless exclusion is inequitable. The “fair value” may be less than, equal to, or greater than the value of the consideration that a CFGW shareholder would be entitled to receive under the merger agreement. Investment banker opinions as to the fairness, from a financial point of view, of the consideration payable in a transaction such as the merger are not opinions as to, and do not address, “fair value” under the RCW.

Within 30 days of Glacier’s payment (or offer of payment in the case of shares acquired after public announcement of the merger) to a dissenting shareholder, a dissenter dissatisfied with Glacier’s estimate of the fair value may notify Glacier of the dissenter’s own estimate of the fair value and demand payment of that amount. If Glacier does not accept the dissenter’s estimate and the parties do not otherwise settle on a fair value, then Glacier must, within 60 days of receiving the estimate and demand, petition a court to determine fair value.

No CFGW shareholder who has validly exercised its dissenters’ rights pursuant to Chapter 23B.13 of the RCW with respect to its CFGW common shares will be entitled to receive any portion of the merger consideration with respect to the dissenting shares owned by such dissenting CFGW shareholder unless and until such dissenting CFGW shareholder fails to perfect or otherwise waives, withdraws or loses its dissenting rights under the RCW. Each dissenting CFGW shareholder will be entitled to receive only the payment resulting from the procedures set forth in Chapter 23B.13 of the RCW with respect to the dissenting shares owned by such dissenting CFGW shareholder.

In view of the complexity of the Washington statutes governing dissenters’ rights, CFGW shareholders who wish to dissent from the merger and pursue dissenter’s rights should consult their legal advisors.

The failure of a CFGW shareholder to comply strictly with the Washington statutory requirements will result in a loss of dissenters’ rights. A copy of the relevant statutory provisions is attached as Appendix B. You should refer to Appendix B for a complete statement concerning dissenters’ rights and the foregoing summary of such rights is qualified in its entirety by reference to Appendix B.

Conditions to the Merger

Completion of the merger is subject to various conditions. No assurance can be provided as to whether these conditions will be satisfied or waived by the appropriate party. Accordingly, there can be no assurance that the merger will be completed.

Certain customary conditions must be satisfied, or specified events must occur, before the parties will be obligated to complete the merger. Each party’s obligations under the merger agreement are conditioned on satisfaction by the other party of conditions applicable to them.

Additionally, either Glacier or CFGW may terminate the merger if certain conditions applicable to the other party are not satisfied or waived. Those conditions are discussed below under “–Termination of the Merger Agreement.”

Either Glacier or CFGW may waive any conditions applicable to its obligations, except those that are required by law (such as receipt of regulatory approvals and CFGW shareholder approval). Either Glacier or CFGW may also grant extended time to the other party to complete an obligation or condition.

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Covenants

The merger agreement contains numerous agreements between the parties regarding the handling of various matters before the merger. These agreements include:

“No-Shop”/Board Recommendation Provisions

The merger agreement provides that, as of the signing of the merger agreement, CFGW and the Bank must cease any existing activities, discussions or negotiations with any parties with respect to a third-party acquisition proposal and, except as otherwise permitted under the merger agreement, CFGW and the Bank may not, and must direct and use their best efforts to cause their directors, officers, employees, agents and representatives not to:

Notwithstanding the immediately preceding provision, before CFGW’s shareholders approve the merger, if CFGW receives a written unsolicited acquisition proposal and the CFGW Board determines in good faith and after consultation with independent legal counsel that (a) the proposal constitutes or is reasonably expected to result in a superior proposal and (b) the board’s fiduciary duties require CFGW to engage in negotiations with, provide confidential information to, or have any discussions with, a person in connection with such proposal, then CFGW may do so to the extent the board determines that failure to take such actions would result in a breach of the directors’ fiduciary duties under applicable law. In such event, prior to providing any confidential information, CFGW must enter into a confidentiality agreement with the person on terms at least as favorable to CFGW as its confidentiality agreement with Glacier. CFGW must notify Glacier of any unsolicited acquisition proposal it receives.

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The merger agreement provides that the CFGW Board will recommend approval of the merger agreement to CFGW’s shareholders, and will not withdraw, modify or qualify its recommendation, unless CFGW receives a superior proposal and the CFGW Board determines, in good faith and after consultation with its legal counsel, that it would be inconsistent with its fiduciary duties not to withdraw, modify or qualify its recommendation.

Representations and Warranties

CFGW and Glacier have made certain customary representations and warranties to each other in the merger agreement relating to their businesses. The representations and warranties contained in the merger agreement were made only for purposes of such agreement and are made as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed to by the parties, including being qualified by knowledge, materiality or disclosures between the parties. These representations and warranties may have been made to allocate risk between the parties to the merger agreement instead of establishing these matters as facts, and are likely to be subject to standards of materiality that differ from the standard of materiality that an investor may apply when reviewing statements of factual information.

Amendment of the Merger Agreement

The merger agreement may be amended upon authorization of the boards of directors of the parties, whether before or after the special meeting of the shareholders of CFGW. To the extent permitted under applicable law, the parties may make any amendment or supplement without further approval of CFGW shareholders. However, after CFGW shareholder approval, any amendment that would change the form or reduce the amount of consideration that CFGW shareholders will receive in the merger would require further approval from CFGW shareholders.

Termination of the Merger Agreement

The merger agreement contains several provisions entitling either Glacier or CFGW to terminate the merger agreement under certain circumstances. The following briefly describes these provisions:

Lapse of Time. If the merger has not been consummated on or before May 31, 2024, then at any time after that date, either Glacier or CFGW may terminate the merger agreement and the merger if the terminating party delivers to the other party written notice that its board of directors has voted in favor of termination; provided, however, if as of May 31, 2024, all required regulatory approvals have not been obtained, then the deadline for consummation of the merger will be extended to on or before August 31, 2024, if either Glacier or CFGW notifies the other party in writing on or prior to May 31, 2024, of its election to extend such date.

Mutual Consent. The parties may terminate the merger agreement at any time before closing, whether before or after approval by CFGW shareholders, by mutual consent if the board of directors of each party agrees to terminate by a majority vote of all of its members.

No Regulatory Approvals. Either party may terminate the merger agreement if the regulatory approvals required to be obtained are denied, or if any such approval is subject to a condition or requirement not normally imposed in such transactions that would deprive Glacier of the economic or business benefits of the merger in a manner that is material relative to the aggregate economic business benefits of the merger to Glacier, subject to certain rights granted in the merger agreement to appeal any denial of such regulatory approval.

Breach of Representation or Covenant. Either party may terminate the merger agreement (so long as the terminating party is not then in material breach of any of its representations, warranties, covenants or agreements in the merger agreement in a manner that would entitle the other party not to consummate the merger) if there has been a breach of any of the covenants or obligations set forth in the merger agreement by the other party, which is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the closing of the merger, subject to certain conditions.

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Failure to Recommend or Obtain Shareholder Approval. Glacier may terminate the merger agreement if the CFGW Board (i) fails to recommend to its shareholders approval of the merger, or (ii) modifies, withdraws or changes in a manner adverse to Glacier its recommendation to shareholders to approve the merger. Additionally, regardless of whether or not the CFGW Board recommends approval of the merger to its shareholders, Glacier or CFGW may terminate the merger agreement if CFGW shareholders do not approve the merger.

Dissenting Shares. Glacier may terminate the merger agreement if holders of 10% or more of the outstanding CFGW shares have properly given notice of their intent to assert dissenters’ rights under Washington law.

Superior Proposal – Termination by CFGW. CFGW may terminate the merger agreement if the CFGW Board determines in good faith that CFGW has received a “Superior Proposal” (as defined in the merger agreement). This right is subject to the requirement that CFGW may terminate the merger agreement only if CFGW (i) has not breached its covenants regarding the initiation or solicitation of acquisition proposals from third parties and submission of the merger agreement to CFGW shareholders; (ii) promptly following the delivery of such notice of termination to Glacier, CFGW enters into a definitive acquisition agreement relating to such Superior Proposal, (iii) CFGW has provided Glacier with at least ten days’ prior written notice (the “Notice Period”) that the CFGW Board is prepared to accept a Superior Proposal and has given Glacier, if it so elects, an opportunity to amend the terms of the merger agreement during the Notice Period (and negotiated with Glacier in good faith with respect to such terms during the Notice Period) in such a manner as would enable the CFGW Board to proceed with the merger without violating their fiduciary duties and (iv) simultaneously upon entering into such definitive acquisition agreement relating to the Superior Proposal, it delivers to Glacier the break-up fee described below.

Superior Proposal – Termination by Glacier. Glacier may terminate the merger agreement if an “Acquisition Event” (as defined in the merger agreement) has occurred.

Break-Up Fee

If the merger agreement is terminated because (i) the CFGW Board fails to recommend shareholder approval of the merger agreement or modifies, or withdraws or changes its recommendation in a manner adverse to Glacier; or (ii) CFGW terminates the merger agreement after receiving a Superior Proposal and Glacier declines the opportunity to amend the terms of the merger agreement to enable the CFGW Board to proceed with the merger; or (iii) Glacier terminates the merger agreement if an Acquisition Event has occurred, then CFGW will immediately pay Glacier a break-up fee of $3,100,000.

In addition, if the merger agreement is terminated (i) by Glacier for CFGW’s breach of specified covenants set forth in the merger agreement or (ii) by Glacier due to the merger agreement not being approved by the CFGW shareholders, and within 18 months after any such termination, CFGW or the Bank enters into an agreement for, or publicly announces its intention to engage in, an Acquisition Event, or an Acquisition Event occurs, then CFGW will promptly following such entry, announcement, or occurrence pay Glacier the break-up fee of $3,100,000.

Allocation of Costs Upon Termination

If the merger agreement is terminated (except under circumstances that would require the payment of a break-up fee) Glacier and CFGW will each pay their own out-of-pocket expenses incurred in connection with the transaction.

Conduct Pending the Merger

The merger agreement provides that, until the merger is effective, the parties will conduct their respective business only in the ordinary and usual course. In that regard, the merger agreement provides that, unless the other party otherwise consents in writing, and except as required by applicable regulatory authorities, the parties will refrain from engaging in specified significant activities.

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Bank Management and Operations After the Merger

Immediately following the merger of CFGW with and into Glacier, the Bank will be merged with and into Glacier Bank. The former branches of the Bank, together with certain branches of Glacier Bank currently known as “North Cascades Bank,” will operate as a newly-established division of Glacier and Glacier Bank to be known as “Wheatland Bank, division of Glacier Bank” (the “Division”). After the closing of the merger, Glacier Bank will establish an advisory board of directors for the Division, to include members designated by the Bank’s chief executive officer, in consultation with Glacier. See “The Merger—Division Advisory Board.”

Employees and Employee Benefit Plans

The merger agreement provides that Glacier’s and Glacier Bank’s current personnel policies will apply to any employees of CFGW or the Bank who remain employed following the closing of the merger. Such employees will be eligible to participate in all of the benefit plans of Glacier and/or Glacier Bank that are generally available to similarly situated employees of Glacier and/or Glacier Bank.

Current employees’ prior service with CFGW and/or the Bank, as applicable, will constitute prior service with Glacier or Glacier Bank for all purposes with respect to employee benefit plans. Any current employees of CFGW or the Bank who are not entitled to severance, change in control, or other payments at or in connection with the closing of the merger and are not offered a position by Glacier or retained by Glacier Bank for at least one year following the closing of the merger will receive severance payments in accordance with Glacier Bank’s severance policy in effect at the closing of the merger based on the number of such employee’s years of prior service with CFGW and the Bank, as applicable, at the expense of Glacier.

Certain benefit and compensation plans, including the Wheatland Bank Employee Stock Ownership Plan With 401(k) Provisions (the “KSOP”), will be terminated in connection with the merger. Prior to the closing of the merger, CFGW will adopt an amendment to the KSOP that provides that, contingent upon the closing of the merger: (a) the KSOP shall be terminated effective as of the day before the closing of the merger, (b) no new participants shall be admitted to the KSOP after the termination, (c) the accounts of participants in the KSOP shall fully vest and be 100 percent non-forfeitable, and (d) the KSOP shall permit the entire balance of a participant’s account to be distributable following receipt of a determination by the Internal Revenue Service that termination of the KSOP does not adversely affect the KSOP’s tax-qualified status.

Interests of CFGW Directors and Executive Officers in the Merger

Certain members of the CFGW and/or Bank Board and executive management may be deemed to have interests in the merger, in addition to their interests as shareholders of CFGW generally. The CFGW Board was aware of these interests and considered them, among other things, in approving the merger agreement.

Change in Control Payments Under Existing Agreement with CFGW

CFGW and the Bank in 1999 entered into employment agreements or change in control agreements with certain executive officers of CFGW and the Bank that provide for benefits and compensation payable in the event of a termination of employment following a change in control of CFGW. The employment agreement with Susan M. Horton, President and Chief Executive Officer of CFGW and the Bank, provides that if Ms. Horton’s employment is terminated without Cause or by Ms. Horton with Good Reason (as such terms are defined in the agreement) within a specified period following a change in control, Ms. Horton would be entitled to a lump-sum severance payment equal to 2.99 times the compensation paid to Ms. Horton in the preceding calendar year, or scheduled to be paid to Ms. Horton during the year in which termination occurs, whichever is greater, plus an additional amount sufficient to pay U.S. income tax on the amount paid.

The payments described below will satisfy the rights to payments that Ms. Horton is entitled to receive pursuant to her prior employment agreement.

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Closing Payment Agreement

Glacier, Glacier Bank, CFGW and the Bank have entered into a closing payment agreement (the “Closing Payment Agreement”) with Susan M. Horton, which, together with her employment agreement described below, supersedes her prior employment agreement in its entirety, including with respect to the change in control severance benefits provided for in that agreement. The Closing Payment Agreement is effective on (and conditioned upon) the closing of the merger. The Closing Payment Agreement provides that if Ms. Horton remains employed with CFGW and the Bank through the closing date of the merger, she will receive a lump-sum cash payment of $680,000, less applicable tax withholdings. The Closing Payment Agreement provides, however, that if such amount, together with any other payments or rights which Ms. Horton may be entitled to receive, would constitute an “excess parachute payment” under applicable provisions of the Internal Revenue Code, the payment pursuant to the Closing Payment Agreement will be reduced to the extent necessary to ensure that no portion of such payment will be subject to the excise tax imposed on excess parachute payments.

Employment Agreement with Glacier Bank

Susan M. Horton

Glacier Bank has entered into an employment agreement with Susan M. Horton, currently President and Chief Executive Officer of Wheatland Bank, regarding employment by Glacier Bank following the merger. Ms. Horton will serve as President and Chief Executive Officer of Wheatland Bank, division of Glacier Bank. The employment agreement is effective on (and conditioned upon) the closing of the merger and continues until December 31, 2026. The employment agreement provides for an annualized base salary for the remainder of calendar year 2023 equal to her current base salary at the Bank. Thereafter, Ms. Horton will receive an annualized base salary of $500,000 for calendar year 2024, $515,000 for calendar year 2025, and $530,450 for calendar year 2026. Additionally, Ms. Horton will be eligible for incentive bonuses in the aggregate amount of $235,000, of which $135,000 will be paid on or before December 31, 2024, $75,000 will be paid on or before December 31, 2025, and $25,000 will be paid on or before December 31, 2026, provided that she remains employed by Glacier Bank through each such date.

Ms. Horton will also be eligible for a retention bonus of $1,050,000, less required payroll tax withholdings, payable on the first to occur of (i) the later of March 31, 2024 or the closing date of the merger, or (ii) ten days after completion of the core systems conversion of the Bank’s operating system, provided that she remains employed through such date. In the event that Ms. Horton’s employment is terminated by Glacier Bank without Cause or Ms. Horton terminates her employment with Good Reason (as such terms are defined in the employment agreement), her entitlement to any unpaid retention bonus will be accelerated.

In consideration of Ms. Horton’s agreement to certain covenants not to compete or solicit customers or employees for a period of three years following the end of the term of Ms. Horton’s employment agreement, she will receive total payments in the amount of $1,800,000, which will be payable on a semi-annual basis, in equal installments of $300,000 each, beginning on the later of the effective date of the merger or May 31, 2024, and continuing each November 30th and May 31st thereafter until paid in full. These amounts will be payable to Ms. Horton regardless of whether her employment with Glacier Bank ends before the expiration of the employment agreement.

Ms. Horton will receive restricted stock unit awards under Glacier’s stock incentive plan following the closing of the merger, and after January 1, 2025 and January 1, 2026, respectively, with a grant date value of $135,000, $75,000, and $25,000, respectively. The initial restricted stock award will vest in full on the first to occur of the first anniversary of the effective date of the merger or December 31, 2024, the restricted stock award made in 2025 will vest in full on the first to occur of the second anniversary of the effective date of the merger or December 31, 2025, and the restricted stock award made in 2026 will vest in full on the first to occur of the third anniversary of the effective date of the merger or December 31, 2026. In the event of Ms. Horton’s termination of employment for any reason except death or disability, the right to receive future awards and any unvested portion of any issued awards will be forfeited.

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Ms. Horton will be eligible to participate in Glacier Bank’s applicable long and short term incentive plans, deferred compensation arrangements and the Glacier Bank 401(k) profit sharing plan. She will also be entitled to participate in any group life insurance, disability, medical, dental, vision, health and accident insurance plans, and any other employee fringe benefit plans that Glacier or Glacier Bank may have in effect from time to time for its similarly situated employees.

If Ms. Horton’s employment is terminated for Cause or she terminates her employment without Good Reason, Glacier Bank will pay her the annualized base salary earned and reimbursable expenses incurred through the date of termination.

If Ms. Horton’s employment is terminated without Cause or she terminates her employment for Good Reason, contingent upon her execution of a release of claims and her continued compliance with the non-competition provisions of the employment agreement, Glacier Bank will pay Ms. Horton, in addition to the restrictive covenant payments, an amount equal to the amount of annualized base salary remaining to be paid during the term of the agreement, payable in equal monthly installments over a period of one year.

The terms of Ms. Horton’s employment agreement provide that, during Ms. Horton’s employment and for a period of three years after the term of her employment agreement, Ms. Horton will not (1) provide the same or similar services as she performed on behalf of Glacier Bank to any person or entity engaged in any competing business within specified counties in Washington, or serve in any capacity with any such person or entity; (2) solicit, recruit, persuade or entice, or attempt to solicit, recruit or entice, any employee of Glacier or Glacier Bank to terminate his or her employment with Glacier or Glacier Bank, or any other person or entity to terminate, cancel, rescind or revoke its business or contractual relationships with Glacier or Glacier Bank; or (3) solicit or attempt to solicit, divert, or take away from Glacier Bank or Glacier any person or entity that is a current customer of Glacier Bank or Glacier and to whom Ms. Horton, directly or indirectly, provided services, contracted with, or solicited business on behalf of Glacier Bank or Glacier within 12 months prior to the termination of Ms. Horton’s employment.

KSOP Accelerated Vesting

Executive officers of CFGW and the Bank are participants in the KSOP. The KSOP is being terminated in conjunction with the closing of the merger and, as such, the accounts of participants in the KSOP shall fully vest and be 100 percent non-forfeitable, and the KSOP shall permit the entire balance of a participant’s account to be distributable following receipt of a determination by the Internal Revenue Service that termination of the KSOP does not adversely affect the KSOP’s tax-qualified status.

Target Annual Cash Incentive

Executive officers of CFGW and the Bank will be eligible to receive their respective target annual cash incentive amounts for 2023, pro-rated to the anticipated closing date of November 30, 2023 for the merger transaction. In particular, Ms. Horton, Ms. Yarnell and Messrs. Druffel, Palmer and Hudson participate in the Senior Executive Compensation Plans (the “Senior Plans”). To the extent closing of the merger occurs prior to the Bank’s calculation and payment of bonuses owing to these executive officers pursuant to the Senior Plans, the Bank will make a reasonable estimate of the payments owing under the Senior Plans as of the effective date of the merger and CFGW will fully accrue such amounts as of the effective date. Glacier Bank will then pay these bonus payments. The target percentage for cash incentives calculated through June 30, 2023 have been paid out. The table below sets forth the target percentage for cash incentives for each executive officer and the accompanying pro-rated amount for July 1, 2023 through November 30, 2023. It is anticipated that these payments will be paid out to the executives listed below in the first quarter of 2024.

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Accelerated Vesting of Options

The directors and certain executive officers of CFGW have previously received CFGW Options that vest over time. All outstanding CFGW Options that remain unexercised will be automatically canceled at the effective time of the merger and, regardless of whether the CFGW Options had become vested and exercisable before the effective time of the merger, the holders of the outstanding CFGW Options will be paid in cash an amount per share equal to the spread, if any, between (a) the product of the Glacier average closing price (as defined in the merger agreement) multiplied by the per share stock consideration and (b) the exercise price per share of such CFGW Option, net of any cash that must be withheld under applicable tax laws. Any CFGW Option that has an exercise price per share that is equal to or greater than the amount described in (a) above will be cancelled without any payment.

Stock Ownership

As described below under “Information Concerning Community Financial Group, Inc.—Share Ownership of Principal Shareholders, Management and Directors of CFGW”, as of the record date, CFGW directors, executive officers and their related entities beneficially owned 617,121 CFGW common shares. CFGW directors and executive officers will receive the same consideration in the merger for their shares as will other CFGW shareholders.

Division Advisory Board

Within 30 days prior to the closing of the merger, the Bank’s chief executive officer will, in consultation with Glacier, designate each of the individuals to be appointed by Glacier Bank as members of an advisory board for the Division. The designated individuals will include the Bank’s chief executive officer, Glacier Bank’s chief executive officer (or, if unavailable, a designee selected by him), and each of the members of the Bank board of directors who elect to serve, and the remaining designated individuals will be selected from the members of the advisory board of directors of North Cascades Bank. The advisory board will be formed within a reasonable time after the closing of the merger, and will operate in a manner consistent with boards of Glacier Bank’s other divisions, and will advise and support Glacier Bank regarding the Division and its market area, deposit retention, lending activities and customer relationships.

Indemnification of Directors and Officers; Insurance

The merger agreement provides that Glacier will, for a period of six years following the closing of the merger, indemnify the present and former directors and officers of CFGW and the Bank against liabilities or costs that may arise in the future, incurred in connection with claims or actions arising out of or pertaining to matters that existed or occurred prior to the effective date of the merger. The scope of this indemnification will be to the fullest extent that such persons would have been entitled to indemnification under applicable law, CFGW’s articles or the Bank’s articles or CFGW’s bylaws or the Bank’s bylaws, as applicable.

The merger agreement also provides that Glacier will purchase, at the sole cost and expense of CFGW and with CFGW’s cooperation, a six-year “tail” policy for CFGW’s current directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred before the effective date of the merger, provided that the premiums for such policy shall not exceed 200 percent of the current annualized premiums.

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Interests of Directors Combined

In conjunction with the merger agreement, members of the CFGW Board executed voting agreements to vote their respective share holdings in support of the merger and also executed non-competition, non-solicitation, and confidentiality agreements as described below. As of the closing date of the merger, members of the CFGW Board and the board of directors of the Bank will resign from those boards and become members of the advisory board for the Division.

Glacier Directors and Executive Officers

Each of the directors and executive officers of Glacier prior to the merger will remain the directors and officers of Glacier following the completion of the merger.

Additional Agreements

Voting Agreements

As described above under “—Voting Agreements,” each of the directors and executive officers of CFGW have entered into a voting agreement, dated as of August 8, 2023. Pursuant to the voting agreement, each signing person agrees to vote the CFGW common shares that they are entitled to vote and that they own or control in favor of the merger.

Non-Competition, Non-Solicitation, and Confidentiality Agreement

The directors of CFGW and the Bank (each, a “Director”) have entered into a Non-Competition, Non-Solicitation, and Confidentiality Agreement with Glacier, Glacier Bank, CFGW, and the Bank, dated August 8, 2023 (the “Non-Competition Agreement”). The Non-Competition Agreement establishes certain obligations of each Director not to compete with Glacier or Glacier Bank for a specified amount of time following the merger. Except under certain limited circumstances, the Non-Competition Agreement prohibits each Director from becoming involved in any depository, financial, or lending institution, wealth management company, or trust company, or any holding thereof, which operates within a certain geographic area. The Non-Competition Agreement also generally prohibits each Director from soliciting Glacier’s or Glacier Bank’s employees, independent contractors, customers, business partners, or joint venturers. For each Director, the term of the Non-Competition Agreement commences upon the effective date of the merger and continues until the later to occur of (i) two (2) years after the effective date of the merger, or (ii) if applicable, one (1) year after the termination of any service by such Director as a post-merger member of an advisory board for the Division. A carve-out from certain provisions of the Non-Competition Agreement has been made for one Director of the Bank due to special circumstances relating to his current employment. Nothing in the Non-Competition Agreement prevents a Director from becoming involved with a financial institution that has no material operations in the covered geographic area, and it further provides that a Director may request in advance and in writing that Glacier waive the restrictions set forth in the Non-Competition Agreement with respect to a particular proposed activity with a competing business.

Regulatory Requirements

Closing of the merger is subject to approval or waiver by the appropriate banking regulatory authorities, including the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Commissioner of the Montana Division of Banking and Financial Institutions, and the Washington State Department of Financial Institutions. The U.S. Department of Justice is able to provide input into the approval process of federal banking agencies to challenge the merger on antitrust grounds. Glacier and CFGW have filed or will file all required applications and waiver requests to obtain the regulatory approvals and waivers or non-objections necessary to consummate the merger. Glacier and CFGW cannot predict whether the required regulatory approvals and waivers or non-objections will be obtained, when they will be received or whether they will be subject to any conditions.

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Material U.S. Federal Income Tax Consequences of the Merger to CFGW Shareholders

This section generally describes the anticipated material U.S. federal income tax consequences of the merger of CFGW with and into Glacier, to U.S. holders (as defined below) of CFGW common shares who exchange CFGW common shares for shares of Glacier common stock pursuant to the merger. The summary is based on the Internal Revenue Code, applicable Treasury Regulations, judicial decisions and administrative rulings and decisions, all as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. The summary does not address any tax consequences of the merger under state, local or foreign laws, or any federal laws other than those pertaining to income tax.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of CFGW common shares who for U.S. federal income tax purposes is:

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds CFGW common shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partnership holding CFGW common shares, or a partner therein, you should consult your tax advisor about the consequences of the merger to you.

This discussion addresses only those CFGW shareholders that hold their CFGW common shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment), and does not address all the U.S. federal income tax consequences that may be relevant to particular CFGW shareholders in light of their individual circumstances or to CFGW shareholders that are subject to special rules, including, without limitation:

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In addition, the discussion does not address any alternative minimum tax or any state, local or non-U.S. tax consequences of the merger, nor does it address the 3.8% U.S. Medicare contribution surtax.

It is a condition to the respective obligations of Glacier and CFGW to complete the merger that each party will have obtained from its counsel an opinion to the effect that the merger will for U.S. federal income tax purposes qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The opinions will assume that the merger will be completed according to the terms of the merger agreement and that the parties will report the transaction in a manner consistent with the opinion. The opinions will rely on the facts as stated in the merger agreement, the Registration Statement on Form S-4 (of which this proxy statement/prospectus is a part) and certain other documents. The opinions will be based on facts and representations contained in representation letters provided by Glacier and CFGW to be delivered at the time of closing and based on customary factual assumptions. If any fact, assumption or representation upon which either such opinion is based is or becomes inaccurate, the accuracy of such opinion and the U.S. federal income tax consequences of the merger could be adversely affected. The opinions will be based on statutory, regulatory and judicial authority existing as of the date of the opinion, any of which may be changed at any time with retroactive effect. An opinion of counsel represents such counsel’s best legal judgement, but the opinion is not binding on the Internal Revenue Service or the courts. Neither Glacier nor CFGW has requested and neither intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the Internal Revenue Service will not assert, or that a court will not sustain, a position contrary to any of the tax consequences described below or any of the tax consequences described in the opinions. Accordingly, each CFGW shareholder should consult his or her tax advisor with respect to the particular tax consequences of the merger to such holder.

The following discussion generally assumes that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

Tax Consequences of the Merger Generally to Holders of CFGW Common Shares. If the merger of CFGW with and into Glacier is a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, the tax consequences of the merger to U.S. holders of CFGW common shares will be as follows (except with respect to any cash received instead of fractional share interests in Glacier common stock, as discussed in the section entitled “Cash Received Instead of a Fractional Share of Glacier Common Stock”):

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If a U.S. holder of CFGW common shares acquired different blocks of CFGW common shares at different times or at different prices, any gain or loss will be determined separately with respect to each block of CFGW common shares and such holder’s basis and holding period in his, her or its shares of Glacier common stock may be determined with reference to each block of CFGW common shares. Any such holders should consult their tax advisors regarding the manner in which Glacier common stock received in the exchange should be allocated among different blocks of CFGW common shares and with respect to identifying the bases or holding periods of the particular shares of Glacier common stock received in the merger.

Gain that a U.S. holder of CFGW common shares recognizes in connection with the merger generally will constitute capital gain, except to the extent recharacterized as dividend income, and will constitute long-term capital gain if such holder has held (or is treated as having held) his, her or its CFGW common shares for more than one year as of the date of the merger. Long-term capital gain of non-corporate holders of CFGW common shares is generally taxed at preferential rates. In some cases, including with respect to certain U.S. holders that actually or constructively own Glacier stock other than Glacier stock received pursuant to the merger, the recognized gain could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Internal Revenue Code, in which case such gain would be treated as dividend income. A dividend from Glacier could be treated as a “qualified dividend” and, as such, taxed at the same rates applicable to long-term capital gains so long as the requisite holding period is met. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, holders of CFGW common shares should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances and the potential treatment of gain with respect to the merger as dividend income.

Cash Received Instead of a Fractional Share of Glacier Common Stock. A holder of CFGW common shares who receives cash instead of a fractional share of Glacier common stock will generally be treated as having received the fractional share pursuant to the merger and then as having that fractional share of Glacier common stock redeemed for cash. The deemed redemption will generally be treated as a sale or exchange and, as a result, a holder of CFGW common shares will generally recognize gain or loss equal to the difference between the amount of cash received in lieu of the fractional share and the basis in his, her or its fractional share interest as set forth above. Except to the extent of any amounts recharacterized as dividend income as described above, this gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Payment of Special Distribution. Under the merger agreement, if CFGW’s capital prior to the closing of the merger is in excess of a specified minimum amount, CFGW may in its discretion declare and pay a special distribution in the amount of such excess to holders of its common stock as of the record date for the special distribution, without regard to whether such holders continue to hold any CFGW common shares through the closing of the merger and surrender their CFGW common shares and receive shares of Glacier common stock in exchange therefor. While the issue is not free from doubt, CFGW intends to treat that special distribution as a distribution in respect of CFGW common shares, rather than as cash consideration paid to CFGW shareholders in connection with the merger. Nonetheless, there is a risk that the Internal Revenue Service could take a contrary position, and that the courts could affirm such a contrary position, and CFGW cannot assure shareholders that its intended treatment will be upheld.

If, in accordance with CFGW’s intended treatment, the special distribution is treated as a separate distribution with respect to CFGW common shares, it will be treated as a dividend to the extent of CFGW’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes, and as described above could be treated as a “qualified dividend.” Any remaining amount of such distribution in excess of CFGW’s current and accumulated earnings and profits would be treated as a return of capital to the extent of a U.S. holder’s basis in its CFGW common shares and thereafter as capital gain. Any such capital gain would constitute long-term capital gain if such U.S. holder has held (or is treated as having held) its CFGW common

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shares for more than one year as of the date of the distribution. Long-term capital gain of non-corporate taxpayers, including individuals, is generally taxed at preferential rates. By contrast, if CFGW’s intended treatment is not upheld and the special distribution is integrated with the merger, the special distribution will be treated as cash received by CFGW shareholders in the merger and will be subject to the analysis described above in the section entitled “Tax Consequences of the Merger Generally to Holders of CFGW Common Shares.”

Backup Withholding and Information Reporting. In general, information reporting requirements may apply to cash payments, if any, made to a holder of CFGW common shares in connection with the merger, unless an exemption applies. Payments of cash made to a holder of CFGW common shares may, under certain circumstances, be subject to backup withholding at a current rate of 24%, unless the holder provides proof of an applicable exemption satisfactory to Glacier and the exchange agent or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from cash payments made to a holder of CFGW common shares under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, if any, provided the required information is furnished to the Internal Revenue Service.

The preceding discussion is intended only as a summary of the material U.S. federal income tax consequences of the merger to U.S, holders of CFGW common shares. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the merger, including tax return reporting requirements, the applicability and effect of U.S. federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws.

Accounting Treatment of the Merger

The acquisition of CFGW will be accounted for using the acquisition method of accounting by Glacier under GAAP. Accordingly, using the acquisition method of accounting, the assets and liabilities of CFGW will be recorded by Glacier at their respective fair values at the time of the merger. The excess of Glacier’s purchase price over the net fair value of assets acquired including identifiable intangible assets and liabilities assumed will be recorded as goodwill. Goodwill will be periodically assessed for impairment but no less frequently than on an annual basis. Prior period financial statements are not restated and results of operation of CFGW will be included in Glacier’s consolidated statement of operations after the date of the merger. The identifiable intangible assets with finite lives, other than goodwill, will be amortized against the combined company’s earnings following completion of the merger. The fair value adjustments will be recognized in the consolidated statement of operations after the date of the merger over the estimated lives of the respective assets and liabilities.

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INFORMATION CONCERNING GLACIER

Glacier Bancorp

49 Commons Loop

Kalispell, Montana 59901

Telephone: (406) 756-4200

Glacier is a Montana corporation and a registered bank holding company under the BHC Act. It was incorporated in 2004 as a successor corporation to the Delaware corporation originally incorporated in 1990 and is the bank holding company of Glacier Bank. Glacier Bank is a Montana state-chartered bank, which commenced operations in 1991 and is regulated primarily by the Montana Division of Banking and Financial Institutions and the Federal Deposit Insurance Corporation. Glacier Bank has 222 locations, consisting of 187 branches and 35 loan or administration offices, in 77 counties within 8 states including Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada.

Glacier Bank offers a wide range of banking products and services, including: retail banking; business banking; real estate, commercial, agriculture and consumer loans; and mortgage origination and loan servicing. Glacier Bank serves individuals, small to medium-sized businesses, community organizations and public entities.

As of June 30, 2023, Glacier had total assets of approximately $27.5 billion, total net loans receivable of approximately $15.8 billion, total deposits of approximately $20.0 billion and approximately $2.9 billion in shareholders’ equity.

Glacier common stock is traded on The New York Stock Exchange under the ticker symbol “GBCI”.

Additional information about Glacier and Glacier Bank may be found in the documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

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INFORMATION CONCERNING COMMUNITY FINANCIAL GROUP, INC.

General

CFGW is a Washington corporation and a registered bank holding company under the BHC Act. It was incorporated in 1998 and is the bank holding company of the Bank. CFGW has no substantial operations separate or apart from the Bank. The Bank is a Washington state-chartered bank which commenced operations in 1979 and is regulated by the Washington State Department of Financial Institutions and the Federal Deposit Insurance Corporation.

The Bank’s principal office is located in Spokane, Washington and the Bank maintains branch offices in Spokane (two branches total), Spokane Valley, Chelan, Davenport, Ellensburg, Moses Lake, Odessa, Pasco, Quincy, Ritzville, Wenatchee, Wilbur and Yakima, all in Washington.

As of June 30, 2023, CFGW had total assets of approximately $753.77 million, total gross loans of approximately $474.93 million, total deposits of approximately $608.61 million and approximately $48.88 million in shareholders’ equity.

Market Area

CFGW’s principal market area consists of eastern and central Washington.

Lending Activities

The Bank’s principal business is to accept deposits from the public and to make loans and other investments. To develop business, the Bank relies to a great extent on the personalized approach of its officers and directors, who have extensive business and personal contacts in the communities served by the Bank. For businesses, the Bank provides commercial real estate term loans, agricultural lines of credit and agricultural real estate loans, commercial and industrial term loans, lines of credit, loans for working capital, loans for business expansion and the purchase of equipment and machinery, construction and land development loans for builders and developers. The Bank also offers a variety of traditional loan products to its consumer customers which are primarily mortgage loans, home equity loans, automobile loans and various other consumer installment loans.

At June 30, 2023, the Bank’s total gross loan portfolio of approximately $474.93 million represented approximately 63% of the Bank’s total assets. As of such date, the Bank’s loan portfolio primarily consisted of 36.91% commercial real estate secured loans (excluding construction and land development loans), 19.34% farmland loans, 18.46% agricultural production, 8.35% one- to four-family residential real estate secured loans, 6.14% real estate construction and land development loans, 4.88% multi-family loans, 5.59% commercial loans, and 0.33% consumer and other loans.

Deposit and Banking Services

Customers of the Bank are provided with a full complement of traditional banking and deposit products. The Bank is engaged in substantially all of the business operations customarily conducted by independent financial institutions in Washington, including the acceptance of checking accounts, savings accounts (including health savings accounts), money market accounts and a variety of certificates of deposit accounts.

The Bank conducts a substantial amount of business with individuals, as well as with small to medium-sized businesses. The primary sources of core deposits are residents of the Bank’s primary market area and businesses and their employees located in that area. The Bank also obtains deposits through personal solicitation by its officers and directors and through local advertising. For the convenience of its customers, the

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Bank offers drive-through banking facilities, Internet and telephone banking, check/ATM cards, direct deposit, night depositories, personalized checks, and merchant services. The Bank’s services also include cashier’s checks, domestic wire transfers, account research, stop payments, and telephone and Internet-based transfers between accounts.

Wealth Management Services

The Bank is a party to a Financial Institution Service Agreement with LPL Financial, LLC (“LPL”) and also has a related joint marketing agreement with Purpose Financial Advisors, LLC to provide a wide range of securities brokerage services through Wheatland Wealth Management (“WWM”).

Purpose Financial Advisors are WWM’s Registered Representatives and are independent contractors of LPL.

Given the fact that Glacier does not offer such services, the parties intend to wind down the WMM book of business, and the Bank will explore selling the business and terminating such services prior to the closing of the merger.

CFGW Summary Financial Information

The following selected financial information is derived from financial statements of CFGW. Historical data as of June 30, 2023 and for the six months ended June 30, 2023 and 2022 are based upon unaudited financial statements and include, in the opinion of CFGW management, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of CFGW.

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CFGW

Balance Sheet

$000’s

CFGW

Income Statement

$000’s, Except Per Share

Competition

CFGW experiences competition in both lending and attracting funds from other commercial banks, savings banks, savings and loan associations, credit unions, finance companies, pension trusts, mutual funds, insurance companies, mortgage bankers and brokers, brokerage and investment banking firms, asset-based non-bank lenders, government agencies, financial technology companies and certain other non-financial institutions, which may offer more favorable financing alternatives than CFGW.

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CFGW also competes with companies located outside of its primary market that provide financial services to persons within its primary market. Some of CFGW’s current and potential competitors have larger customer bases, greater brand recognition, and significantly greater financial, marketing and other resources than CFGW and some of them are not subject to the same degree of regulation as CFGW.

Employees

As of June 30, 2023, CFGW and the Bank had 135 full-time and 14 part-time employees. CFGW believes that it has a good working relationship with its employees and the employees are not represented by a collective bargaining agreement.

Properties

CFGW’s principal office is located in Spokane, Washington. In addition to its principal office, CFGW operates, through the Bank, branch offices in Spokane (two branches, including the principal office), Spokane Valley, Chelan, Davenport, Ellensburg, Moses Lake, Odessa, Pasco, Quincy, Ritzville, Wenatchee, Wilbur and Yakima, all in Washington. All properties and buildings are owned with the exception of the Spokane Valley and Ellensburg Branches. The Spokane Valley Branch is operated under a land lease which is currently month-to-month, and the Ellensburg Branch is leased under a two-year operating lease with four remaining options to renew at two years each.

Given the close proximity of the Bank’s Spokane Valley Branch to another branch of Glacier Bank’s Mountain West Bank Division, in the Spokane Valley (two miles apart), and the relatively smaller deposit base in the Bank branch, Glacier Bank is expected to close the Bank’s Spokane Valley Branch and to serve those customers through Glacier Bank’s Mountain West Bank Division – Spokane Valley Financial Center, along with the Bank’s existing branches in Spokane. Similarly, the Bank’s Chelan Branch is across the street from the much larger North Cascades Bank Division Chelan Branch of Glacier Bank and likewise is expected to be closed following the merger, with its customers to be served through Glacier Bank’s branch.

Employees from the Bank’s Spokane Valley Branch and Chelan Branch will be relocated to the remaining Glacier branches.

Legal Proceedings

From time to time, litigation arises in the normal conduct of CFGW’s business. CFGW, however, is not currently involved in any litigation that management of CFGW believes, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.

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Share Ownership of Principal Shareholders, Management and Directors of CFGW

The following table shows, as of June 30, 2023, the beneficial ownership of CFGW common stock by (i) each person known by CFGW to be the beneficial owner of more than 5% of CFGW’s outstanding common stock, (ii) each of CFGW’s directors and executive officers; and (iii) all of CFGW’s directors and officers as a group. Except as otherwise noted in the footnotes to the table, each individual has sole investment and voting power with respect to the shares of common stock set forth.

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DESCRIPTION OF GLACIER’S CAPITAL STOCK

Glacier’s authorized capital stock consists of 234,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. As of the date of this proxy statement/prospectus, Glacier had no shares of preferred stock issued. The Glacier board of directors is authorized, without further shareholder action, to issue shares of preferred stock with such designations, preferences and rights as the Glacier board of directors may determine.

Glacier common stock is listed for trading on The New York Stock Exchange under the symbol “GBCI.”

Glacier’s shareholders do not have preemptive rights to subscribe to any additional securities that may be issued. Each share of Glacier common stock has the same relative rights and is identical in all respects to every other share of Glacier common stock. If Glacier is liquidated, the holders of Glacier common stock are entitled to share, on a pro rata basis, Glacier’s remaining assets after provision for liabilities.

For additional information concerning Glacier’s capital stock, see “Comparison of Certain Rights of Holders of Glacier and CFGW Common Shares” below.

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