As filed with the Securities and Exchange Commission on October 4,11, 2019

Registration No. 333-            333-234110

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORMS-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, anon-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 Rule12b-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 WILL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO 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 OCTOBER 4,11, 2019

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

Dear State Bank Corp. Shareholders:

As you may know, the boards of directors of State Bank Corp. (“SBC”) and Glacier Bancorp, Inc., Kalispell, Montana (“Glacier”) have each unanimously approved a merger of SBC with and into Glacier, subject to approval by SBC shareholders and appropriate bank regulators. Immediately following the merger, SBC’s subsidiary State Bank of Arizona (the “Bank”) will be merged into Glacier’s subsidiary Glacier Bank (“Glacier Bank”), subject to approval of appropriate bank regulators.

Under the terms of the Plan and Agreement of Merger, dated September 30, 2019 (the “merger agreement”), each outstanding share of SBC common stock (including each share of unvested restricted stock) will be exchanged for a “unit” comprised of $1.69 and 0.3706 shares of Glacier common stock, subject to certain adjustments. The common stock of Glacier trades on The NASDAQ Global Select Market under the symbol “GBCI.” SBC’s common stock is currently quoted on the OTC Pink under the symbol “SBAZ.”

The stock portion of each unit is subject to adjustment in the event that the average closing price for Glacier common stock over a20-day period prior to closing is more than $47.31, or less than $34.97, if such stock price has underperformed the KBW Regional Bank Index by more than fifteen percentage points, or less than $32.91. In such event either Glacier or SBC, respectively, may provide notice to terminate the merger agreement, but the merger agreement will not be terminated if either SBC or Glacier, as the case may be, elects to adjust the consideration to be issued in the merger, as described in this proxy statement/prospectus. Glacier may also elect to pay additional cash consideration in lieu of increasing the number of shares to be issued in the merger.

The cash portion of each unit is subject to adjustment depending on SBC’s capital prior to the closing of the merger, calculated in accordance with the merger agreement. If SBC’s capital is less than the minimum required, which is $63,611,000 (subject to specified adjustments), the cash portion of each unit will be reduced on a pro rata basis by the amount of such deficiency. If SBC’s closing capital, after being adjusted in accordance with the terms of the merger agreement, is in excess of the minimum required, SBC may pay a special dividend to its shareholders in the amount of such excess.

Assuming for purposes of illustration only that (i)there is no increase or reduction of the cash portion of each unit, and(ii) the average closing price for Glacier common stock is $[],$39.62, which was the closing price of Glacier common stock on [],October 9, 2019, as quoted on The NASDAQ Global Select Market, for each of your shares of SBC common stock, you will receive consideration with an estimated current value of $[],$16.37, consisting of a combination of $1.69 in cash and 0.3706 shares of Glacier common stock (valued at $[])$14.68).

Assuming the exchange of all outstanding SBC common stock for stock and cash in accordance with the merger agreement and the stock portion of each unit is not adjusted as described above, SBC shareholders will, in the aggregate, receive approximately 3,007,353 shares of Glacier common stock in the merger, representing approximately 3.4%3.2% of Glacier’s outstanding common stock after taking into account Glacier shares to be issued in the merger.

SBC will hold a special shareholders’ meeting to vote on the merger agreement on [],November 21, 2019, at [] []. m.5:00 p.m. Mountain Standard Time, at [],Shugrue’s Bridgeview Room, 1425 McCulloch Boulevard, Lake Havasu City, Arizona.Arizona 86403.Whether or not you plan to attend 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 which you should consider.

The board of directors of SBC 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 SBC and are subject to investment risk, including the possible loss of principal.

This proxy statement/prospectus is dated [],October 16, 2019 and is first being mailed to

SBC shareholders on or about [],October 18, 2019.

STATE BANK CORP.

1771 McCulloch Boulevard

Lake Havasu City, Arizona 86403

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [],NOVEMBER 21, 2019

TO THE SHAREHOLDERS OF STATE BANK CORP.:

A special meeting of shareholders of State Bank Corp. (“SBC”) will be held on [],November 21, 2019, at [] [].m.5:00 p.m. Mountain Standard Time, at [],Shugrue’s Bridgeview Room, 1425 McCulloch Boulevard, Lake Havasu City, Arizona.Arizona 86403. The special meeting is for the following purposes:

Holders of record of SBC common stock at the close of business on [],October 10, 2019, 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 SBC’s common stock entitled to vote is required for approval of the merger agreement. To that end, SBC’s directors and executive officers and certain significant shareholders have signed agreements to vote their shares in favor of the merger agreement. As of the record date, such persons were entitled to vote []2,061,243 shares representing approximately []%25.5% of all outstanding shares of SBC common stock, excluding shares of unvested restricted stock. As of the record date, there were []8,093,299 shares of SBC common stock outstanding, excluding [                    ]21,524 shares of unvested restricted stock, which do not have voting rights.

SBC shareholders have the right to dissent from the merger and obtain payment of the fair valueof their shares of SBC common stock under applicable provisions of Arizona law. A copy of the provisions regarding dissenters’ rights is attached asAppendix B to the accompanying proxy statement/prospectus. For details of your dissenters’ rights and how to exercise them, please see the discussion under “The Merger – Dissenters’ Rights.”

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 SBC has determined that the merger agreement is fair to, advisable, and in the best interests of SBC and its shareholders and unanimously recommends that you vote FOR approval of the merger agreement. With regard to its recommendation that shareholders vote FOR approval of the merger agreement, the board of directors of SBC considered a number of factors, as discussed in “Background of and Reasons for the Merger” beginning on page 23. Such factors also constituted the reasons that the board of directors determined to approve the merger agreement and to recommend that SBC shareholders vote in favor of the merger agreement.

You will receive instructions on how to exchange your shares of SBC common stock for the merger consideration promptly after the closing of the merger.

Lake Havasu City, Arizona

[],October 16, 2019

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 athttp://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

Certain reports can also be found on Glacier’s website atwww.glacierbancorp.com.

Glacier’s common stock is traded on The NASDAQ Global Select Market 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 14, 2019 in order to receive them before the SBC special shareholders’ meeting.

State Bank Corp.

SBC 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, would like additional copies of this proxy statement/prospectus, would like copies of SBC’s articles of incorporation or bylaws, or would like copies of SBC’s historical consolidated financial statements or need help voting your shares, please contact:

State Bank Corp.

1771 McCulloch Boulevard

Lake Havasu City, Arizona 86403

ATTN: Karen Gibbs, Corporate Secretary

(928)302-5165

TABLE OF CONTENTS

i

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 State Bank Corp. (“SBC”) common stock with respect to its proposed merger with Glacier Bancorp, Inc. (“Glacier”). The merger cannot be completed unless SBC receives the affirmative vote of the holders of at least a majority of the outstanding shares of SBC’s common stock entitled to vote on the matter. SBC 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 “SBC Special Shareholders Meeting.”

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

What will happen in the merger?

In the proposed merger, SBC will merge with and into Glacier, with Glacier surviving the merger. Immediately following the merger, State Bank of Arizona (the “Bank”) will be merged into Glacier’s subsidiary Glacier Bank. Shares of Glacier will continue to trade on The NASDAQ Global Select Market, with the trading symbol “GBCI.”

What will SBC shareholders receive in the merger?

Under the terms of the merger agreement, each share of SBC common stock (including each share of unvested restricted stock) will be exchanged for a “unit” comprised of 0.3706 shares of Glacier common stock and $1.69 in cash, subject to adjustment as described below.

Assuming for purposes of illustration only that the average closing price for Glacier common stock is $[]$39.62 (which was the closing price for Glacier common stock on [],October 9, 2019), each share of SBC common stock would be exchanged for 0.3706 shares of Glacier common stock with a total value equal to $[],$14.68, in addition to the cash consideration of $1.69 per share.

The stock portion of each unit may be adjusted in certain circumstances based on whether Glacier common stock is trading either higher or lower than prices specified in the merger agreement immediately prior to the closing of the merger, in order to avoid termination of the merger agreement.

The cash portion of each unit will be subject to reduction if the “SBC Closing Capital,” as defined in the merger agreement, is less than the target of $63,611,000, subject to certain adjustments. In such event, the cash portion of each unit will be reduced on a pro rata basis by the amount of such deficiency.

If the SBC Closing Capital exceeds $63,611,000, subject to certain adjustments, SBC may, upon written notice to Glacier and effective immediately prior to the closing of the merger, declare and pay a special dividend to its shareholders in the amount of such excess.

By voting to approve the merger agreement, SBC shareholders will give the SBC Board the authority to elect to cause SBC to accept a reduction on aper-share basis of the number of shares of Glacier common stock to be issued in the merger if the Glacier average closing price exceeds $47.31, as described below. See “The Merger – Termination of the Merger Agreement.”

Assuming the exchange of all outstanding SBC common stock for Glacier common stock as a portion of the merger consideration in accordance with the merger agreement and the stock portion of each unit is not adjusted as described above, SBC shareholders will receive, in the aggregate, approximately 3,007,353 shares of Glacier common stock in the merger, representing approximately 3.4%3.2% of Glacier’s outstanding common stock after taking into account Glacier shares to be issued in the merger.

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 average of the closing sales prices of one share of Glacier common stock on The NASDAQ Global Select Market for the 20 trading days ending on the tenth business day immediately preceding the effective date of the merger.

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 SBC 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 the 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 as early as the fourth quarter of 2019. 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 SBC. 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 shares of SBC common stock entitled to vote on the matter at the SBC special meeting, after the merger has received 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 in the event the closing has not occurred by November 30, 2019, the first date on which the closing may occur is February 29, 2020.

If the merger does not occur by April 30, 2020, either Glacier or SBC may unilaterally terminate the merger agreement, subject to an extension of such date under certain circumstances.

When and where will the special meeting take place?

SBC will hold a special meeting of its shareholders on [],November 21, 2019, at [] [].m.5:00 p.m. Mountain Standard Time, at [],Shugrue’s Bridgeview Room, 1425 McCulloch Boulevard, Lake Havasu City, Arizona.Arizona 86403.

Who may vote at the special meeting?

The SBC Board has set [],October 10, 2019 as the record date for the special meeting. If you were the owner of SBC common stock at the close of business on [],October 10, 2019, you may vote at the special meeting. Each holder of SBC common stock is entitled to one vote for each share of SBC common stock 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 shares of SBC common stock 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 SBC’s common stock entitled to vote on the matter. As described in this proxy statement/prospectus, SBC’s directors and executive officers and certain significant shareholders have agreed to vote the shares they are entitled to vote in favor of the merger agreement. As of the record date, such persons were entitled to vote []2,061,243 shares of SBC common stock, representing approximately []%25.5% of all outstanding shares of SBC common stock, excluding shares of unvested restricted stock. See “SBC 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 approved by a majority of the voting power present at the special meeting, whether in person or by proxy, assuming a quorum is present. Each of the Voting Agreements entered into by SBC’s directors and executive officers and certain significant shareholders provides that such persons have agreed to vote the shares subject to such agreement in favor of any proposal to adjourn the special meeting if there are not sufficient votes to approve the merger agreement.    

How do I vote?

If you were a shareholder of record on [],October 10, 2019, 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.

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 shares of SBC common stock, 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 proposal.

Can I attend the special meeting and vote my shares in person?

Yes. Although the SBC 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 shareholder meeting. Shareholders of record on [],October 10, 2019 can vote in person at the special meeting. If your shares are held by a broker, bank or other nominee, then you are not the shareholder of record and you must bring to the shareholder meeting appropriate documentation from your broker, bank or other nominee to enable you to vote at the shareholder meeting.

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 SBC’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.1:00 a.m., EasternCentral Time, oneon the day beforeof the meeting date.meeting.

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 shares of SBC common stock at the special meeting of shareholders, your shares of SBC common stock will be voted “FOR” approval of 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 SBC Board recommend that I vote?

The SBC Board unanimously recommends that SBC 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 Securities and Exchange Commission (“SEC”). This means that important disclosure obligations to you are satisfied by referring you to one or more documents separately filed with the SEC.

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 return it in the enclosed envelopeas soon as possible so that your shares of SBC common stock can be voted at SBC’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 SBC common stock 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 SBC common stock certificates for the merger consideration.

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 SBC 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 SBC shareholders?

Glacier and SBC expect to report the merger of SBC with and into Glacier as atax-free reorganization for U.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). It is a condition to the closing of the merger that each party receives an opinion from its respective legal counsel that the merger will qualify as a reorganization under Section 368(a).

In atax-free reorganization, a shareholder who exchanges his, her or its shares of common stock in an acquired company for shares of common stock in an acquiring company, plus cash, must generally recognize gain (but not loss) on the exchange in an amount equal to the lesser of (1) the amount of gain realized (i.e., the excess of the sum of the fair market value of the shares of the acquiring company common stock (including any fractional shares) and any cash received pursuant to the merger (excluding any cash received in lieu of fractional shares) over the shareholder’s adjusted tax basis in his, her or its shares of acquired company common stock surrendered pursuant to the merger), or (2) the amount of cash (excluding any cash received in lieu of fractional shares) received pursuant to the merger.

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.”

We urge you to consult your tax advisor to fully understand the tax consequences to you of the merger. Tax matters are very complicated and in many cases the tax consequences of the merger will depend upon your particular facts and circumstances.

Do I have appraisal or dissenters’ rights?

Yes. If you are an SBC 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 Arizona law, you will have dissenters’ rights under the Arizona Revised Statutes Sections10-1301 to10-1331.Exercise of these rights will result in the purchase of your shares of SBC common stock at “fair value,” as determined in accordance with Arizona 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:

State Bank Corp.

1771 McCulloch Boulevard

Lake Havasu City, Arizona 86403

ATTN: Karen Gibbs, Corporate Secretary

Tel. No. (928)302-5165

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 (subject to adjustment) 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 SBC 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 SBC 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 SBC. You should obtain current market prices for Glacier common stock.

The merger agreement provides that the number of shares of Glacier common stock to be issued for each share of SBC common stock in the merger may be decreased or increased, as the case may be, if the average closing price of Glacier common stock, determined pursuant to the merger agreement, is greater than or less than specified prices. If Glacier’s average closing price determined in accordance with the merger agreement is greater than $47.31 and Glacier elects to terminate the merger agreement, the SBC Board could determine, without resoliciting the vote of SBC shareholders, whether or not to accept a decrease on aper-share basis in the number of shares of Glacier common stock to be issued in the merger to avoid such termination. See “The Merger – Termination of the Merger Agreement.”

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

While the merger agreement is in effect, subject to very narrow exceptions, SBC and its directors, officers, employees, agents and representatives are prohibited from initiating or encouraging inquiries with respect to alternative acquisition proposals. The prohibition limits SBC’s ability to seek offers from other potential acquirers that may be superior from a financial point of view to the proposed transaction. If SBC 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, SBC will be required to pay a $6,000,000break-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 our two companies may be more challenging, costly or time-consuming than we expect.

Glacier and SBC 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 our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. As with any merger of banking institutions, there also may be disruptions that cause us to lose customers or cause customers to take their deposits out of the Bank.

Unanticipated costs relating to the merger could reduce Glacier’s future earnings per share.

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 adverse developments, could have a material adverse effect on the results of operations and financial condition of Glacier after the merger. If the merger is completed and unexpected costs are incurred, the merger could have a dilutive effect on Glacier’s earnings per share, meaning earnings per share could be less than they would be if the merger had not been completed.

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 SBC.

The merger agreement with Glacier is subject to a number of conditions that must be fulfilled in order to close. Those conditions include: approval by the shareholders of SBC, regulatory approval, 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 SBC may terminate the merger, including by accepting a superior proposal or by electing to terminate if Glacier’s stock price declines below a specified level. 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 SBC, including:

If the merger agreement is terminated and the SBC Board approves another merger or business combination, under certain circumstances SBC may be required to pay Glacier a $6,000,000 termination fee. SBC’s shareholders cannot be certain that SBC will be able to find a party willing to pay an equivalent or more attractive price than the price Glacier has agreed to pay in the merger.

The fairness opinion delivered to the SBC Board before the execution of the merger agreement does not reflect changes in circumstances subsequent to the date of the fairness opinion.

The fairness opinion of Davidson was delivered to the SBC Board on September 30, 2019 and speaks only as of such date. Changes in operations and prospects of Glacier and SBC, general market and economic conditions, and other factors both within and outside of Glacier’s and SBC’s control may significantly alter the relative value of the companies by the time the merger is completed. Davidson’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, SBC shareholders will become Glacier shareholders and will have different rights that may be less advantageous than their current rights.

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

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

SBC’s shareholders currently have the right to vote in the election of the SBC Board and on other significant matters affecting SBC, such as the proposed merger with Glacier. When the merger occurs, each SBC 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 SBC. Based on the anticipated number of Glacier common shares to be issued in the merger, it is anticipated that the SBC shareholders will only own approximately 3.4%3.2% of all of the outstanding shares of Glacier’s common stock following the merger. Because of this, SBC’s shareholders will have less influence on the management and policies of Glacier than they now have on the management and policies of SBC. Furthermore, shareholders of Glacier do not have preemptive or similar rights, and therefore, Glacier can sell additional voting securities in the future without offering them to the former SBC shareholders, which would further reduce their ownership percentage in, and voting control over, Glacier.

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

Glacier and SBC intend the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Glacier and SBC, 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 prevent the Internal Revenue Service from adopting a contrary position. Neither Glacier nor SBC 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. If the merger fails to qualify as a reorganization, an SBC shareholder generally would recognize gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the aggregate fair market value of the Glacier common stock received in the exchange, and (ii) the SBC shareholder’s aggregate adjusted tax basis in the SBC common stock surrendered in the exchange. Furthermore, if the merger fails to qualify as a reorganization, Glacier, as successor to SBC, may incur a significant tax liability since the merger would be treated as a taxable sale of SBC’s assets for U.S. federal income tax purposes.

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

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

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

The merger is subject to the receipt of approvals and/or waivers ornon-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 ornon-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 Arizona Department of Financial Institutions. Satisfying the requirements of these governmental authorities may delay the date of completion of the merger. In addition, these governmental authorities may include conditions on the completion of the merger, or require changes to the terms of the merger. While Glacier and SBC 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 ornon-objection contain a condition or requirement not normally imposed in such transactions that, in the commercially reasonable and good faith opinion of Glacier’s board of directors, would deprive Glacier of the material economic or business benefits of the merger.

Risks Associated with Glacier’s Business

Glacier is, and will continue to be, subject to the risks described in Glacier’s Annual Report on Form10-K for the fiscal year ended December 31, 2018, as updated by a Quarterly Report on Form10-Q for the quarter ended June 30, 2019, and subsequent Current Reports on Form8-K, and Quarterly Reports on Form10-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.

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 our respective plans, objectives, expectations and intentions and other statements that are not historical facts; and(iii) 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 management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Glacier’s and SBC’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:

All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Glacier or SBC or any person acting on behalf of Glacier or SBC are expressly qualified in their entirety by the cautionary statements above. Neither Glacier nor SBC 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.

SELECTED HISTORICAL FINANCIAL INFORMATION OF GLACIER

The following table presents selected consolidated financial information of Glacier for the periods and dates indicated. This information has been derived from Glacier’s consolidated financial statements filed with the SEC. Historical data as of and for the six months ended June 30, 2019 and 2018 are based upon unaudited financial statements and include, in the opinion of Glacier management, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of Glacier. The consolidated financial data below should be read in conjunction with the consolidated financial statements and notes thereto, incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

COMPARATIVE STOCK PRICE AND DIVIDEND INFORMATION

Glacier Common Stock

Glacier common stock is quoted on The NASDAQ Global Select Market under the symbol “GBCI.” The following table sets forth for the periods indicated:

At [],October 8, 2019, the []92,187,453 outstanding shares of Glacier common stock were held by approximately []1,566 holders of record.

SBC Common Stock

Trading in SBC’s common stock has not been extensive and such trades cannot be characterized as constituting an active trading market. SBC’s common stock is not listed on any national securities exchange, although it is quoted on the OTC Pink under the ticker symbol “SBAZ.” The following table sets forth for the periods indicated:

SBC SPECIAL SHAREHOLDERS’ MEETING

Date, Time, Place

The SBC special meeting of shareholders will be held on [],November 21, 2019, at [] [].m.5:00 p.m. Mountain Standard Time, at [],Shugrue’s Bridgeview Room, 1425 McCulloch Boulevard, Lake Havasu City, Arizona.Arizona 86403.

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 SBC’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 approved by a majority of the voting power present, whether in person or by proxy, assuming a quorum is present.

Purpose

At the special meeting, SBC shareholders will:

Record Date; Shares Outstanding and Entitled to Vote

The SBC Board has fixed the close of business on [],October 10, 2019 as the record date for determining the holders of shares of SBC common stock entitled to notice of and to vote at the special meeting. At the close of business on the record date, there were approximately []420 holders of record and []8,093,299 shares of SBC common stock issued and outstanding, excluding []21,524 shares of unvested restricted stock, which do not have voting rights. Holders of record of SBC common stock, excluding unvested restricted shares, on the record date are entitled to one vote per share and are also entitled to exercise dissenters’ rights if certain procedures are followed. See “The Merger – Dissenters’ Rights” andAppendix B.

SBC’s directors and executive officers and certain significant shareholders have agreed to vote all shares of SBC common stock 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, a total of []2,061,243 shares of SBC common stock, representing approximately []%25.5% of all outstanding shares of SBC common stock, excluding shares of unvested restricted stock, are subject to voting agreements. See “The Merger – Interests of SBC Directors and Executive Officers in the Merger – Voting Agreements.”

Votes Required and Quorum

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

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

With respect to the proposal to adjourn the special meeting if necessary or appropriate, if a quorum is not present at the special meeting, shareholders entitled to vote at the special meeting, present in person or by proxy, will have the power to adjourn the special meeting. If a quorum is present at the special meeting, 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 approved by a majority of the voting power present at the special meeting, whether in person or by proxy.

Voting, Solicitation, and Revocation of Proxies

If you are a holder of record of SBC common stock 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 proxyFOR the approval of the merger agreement andFOR 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:

SBC is soliciting the proxy for the special meeting on behalf of the SBC Board. SBC will bear the cost of solicitation of proxies from its shareholders. In addition to using the mail, SBC, and certain directors, officers and employees, may solicit proxies in person, by personal interview, telephone, and facsimile.by email, or facsimile, without any 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. SBC has also retained Regan & Associates, Inc. as proxy solicitor for a fee of $9,000, plus reasonable out-of-pocket expenses, as compensation for solicitation of proxies. SBC 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 helddirectly in your name as the shareholder of record may be voted in person at the special meeting. If you choose to vote your shares of SBC common stock 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 SBC 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 in person at the meeting.

BACKGROUND OF AND REASONS FOR THE MERGER

Background of the Merger

As part of its ongoing consideration and evaluation of SBC’s long-term prospects and strategy, SBC’s Board of Directors and senior management have periodically reviewed and assessed strategic opportunities and challenges. The Board of Directors has considered the prospects of continued growth and operating a financial institution under current economic, regulatory and competitive conditions. At the same time, like many other smaller financial institutions, SBC has experienced increasing costs related to technology and regulatory compliance.

As part of the Board of Directors’ and management’s evaluation of ways to meet these challenges, they have met regularly with Davidson to review developments in the banking industry and the equity markets generally, the mergers and acquisitions market, SBC’s financial performance relative to certain other financial institutions, capital management strategies and valuation trends. Davidson is a nationally recognized investment banking firm with substantial experience advising financial institutions generally, including with respect to mergers and acquisitions.

On July 9, 2018, the SBC Board held a meeting to evaluate a potential strategy for SBC to complete an initial public offering (“IPO”). Davidson and Hogan Lovells US LLP, SBC’s outside legal counsel (“Hogan”), also attended the meeting. The meeting included discussion regarding the requirements for being a public company, as well as the benefits and costs to be incurred if SBC decided to pursue an IPO strategy.

On November 29, 2018, the SBC Board held a strategic meeting as part of the Board’s ongoing assessment of SBC’s strategic opportunities and challenges. Representatives of Davidson and Hogan also attended the meeting. At the meeting, Hogan reviewed strategic planning guidelines and an overview of director responsibilities and conduct during the strategic planning process, and the Board reviewed and discussed with Hogan the Board’s fiduciary duties in a merger context. Davidson discussed with the Board developments in the banking industry, an update on the equity markets as well as valuations for peer financial institutions and other financial institutions in general, the mergers and acquisition market and current valuation metrics. The discussion also included SBC’s desire to evaluate potential acquisition targets, and the limited number of viable acquisition targets remaining for SBC, especially in Arizona. Davidson also reviewed the merger and acquisition process and other merger considerations, including a list of potential strategic partners for SBC, which such list included Glacier. The SBC Board authorized Brian Riley to contact three parties, including Glacier and Parties A and B, to discuss the possibility of a merger and execute an NDA with the parties.

On December 5, 2018, Brian Riley contacted the CEO of Party A. The parties executed a nondisclosure agreement on December 21, 2018, and Party A was provided with access to certain confidential information for due diligence.

On December 12, 2018, Brian Riley contacted Glacier’s CEO. Mr. Riley previously met with Glacier’s CEO and Senior Executives in May of 2017 and September of 2018 to discuss a potential strategic partnership. The parties decided to schedule a meeting in Kalispell, Montana for January 14, 2019, to further discuss a potential merger between the two companies. At this meeting, Glacier described interest in merger discussions, but could not announce a transaction with SBC until the fourth quarter 2019, since Glacier was working on other pending acquisition opportunities which had not been publicly announced. The parties agreed to postpone further discussions on a merger until the summer of 2019.

On January 29, 2019, Davidson received anon-binding indication of interest from Party A for 100% stock consideration. The SBC Board held a meeting on January 31, 2019, to review the offer from Party A, along with Davidson and Hogan in attendance. After evaluating the offer, and discussing with Davidson and Hogan, the Board decided it would not pursue further discussion with Party A since the consideration value was below SBC’s expectations and more broader concerns with recent volatility in the stock market and impact on Party A’s stock price. Party A was notified and discussions were suspended on February 5, 2019.

On November 14, 2018, Brian Riley met with Party B for an informal discussion on general banking matters. In March and April 2019, SBC had communications with the CEO of Party B and revisited the idea of a strategic merger combination. SBC and Party B executed a nondisclosure agreement on April 26, 2019. Party B was provided with access to certain confidential information for due diligence.

On May 2, 2019, SBC executed an engagement letter with Davidson.

On May 7, 2019, Brian Riley and Glacier’s CEO held a discussion while attending the Davidson annual financial institutions conference. The parties discussed continued interest in a merger and Glacier provided an update on timing for a potential transaction to begin due diligence in July or August 2019, with an announcement in fourth quarter of 2019. On May 17, 2019, Glacier and SBC executed a nondisclosure agreement.

On May 7, 2019, Brian Riley and Party B’s CEO held a discussion while attending the Davidson annual financial institutions conference. The parties discussed continued interest in a merger, preliminary due diligence and timing for next steps.

On May 23, 2019, SBC received anon-binding indication of interest letter from Party B for 100% stock consideration. The offer also included a90-day period of exclusivity with Party B. The SBC Board held a meeting on May 30, 2019, to review the offer from Party B, with Davidson and Hogan in attendance. The SBC Board discussed the offer, and noted the SBC shareholders would retain a sizeable ownership percentage in the pro forma company. The SBC Board authorized Brian Riley and Davidson to continue negotiations with Party B.

On June 6, 2019, SBC and Party B executed a nonbinding indication of interest letter which included a45-day exclusivity period and provided for two (2) of SBC’s directors to join Party B’s Board of Directors. Subsequently, Party B and SBC immediately began due diligence and reverse due diligence, where confidential information was exchanged between the parties. As due diligence continued, SBC management expressed concerns about the integration risk and execution risk with Party B. The SBC Board discussed these concerns at the June 27, 2019, board meeting, but decided to continue its due diligence. SBC and Party B held anin-person meeting for due diligence in early July 2019 with representatives from Davidson and Hogan in attendance. Subsequent to this meeting, the SBC Board held a telephonic meeting to discuss the integration risk and execution risk and voted that it was no longer in the best interest of SBC shareholders to continue pursuing a merger with Party B.

On July 5, 2019, Brian Riley notified Party B that the SBC Board decided to terminate discussions with Party B, but SBC would honor the exclusivity period as agreed upon, which continued through July 21, 2019.

On June 18, 2019, Glacier contacted SBC to inform SBC the timing for a potential merger could be moved up. Davidson and SBC responded to Glacier that SBC had executed an indication of interest with another party and was precluded to respond further due to the exclusivity period currently in effect.

On July 9, 2019, Glacier sent an unsolicited nonbinding indication of interest to SBC, which included per share consideration of 80% in Glacier stock and 20% in cash, plus additional cash for a dividend prior to closing. After SBC discussed with Hogan and Davidson, SBC instructed Davidson to inform Glacier that SBC received the letter, but SBC was bound to the exclusivity period with the other party, and will not discuss anything further with Glacier until the exclusivity period expired.

On July 11, 2019, Hogan sent a letter to inform Party B, as required by the terms of the exclusivity period in the indication of interest between Party B and SBC, that SBC received an unsolicited indication of interest from a third party (Glacier) for an acquisition of SBC, but would honor the exclusivity period..period.

On July 21, 2019, the exclusivity period with Party B expired.

On July 22, 2019, SBC contacted Glacier and informed them that SBC would discuss the Glacier offer at the regularly scheduled SBC Board meeting on July 30, 2019.

On July 30, 2019, the SBC Board reviewed the nonbinding indication of interest from Glacier with Davidson and Hogan representatives in attendance. Davidson provided an update of the mergers and acquisitions market and recent trends in merger market metrics for financial institutions, and discussed recent transactions involving peer institutions, the financial terms of the indication of interest from Glacier in comparison to those metrics and in comparison to the expected future performance of SBC based upon information and projections provided by management. The Board reviewed the process and timeline that would occur if the Board determined to proceed with a merger. Davidson then reviewed in detail the indication of interest from Glacier, and Glacier’s history and recent financial performance and trading metrics. The SBC Board discussed the pricing offered, as well as Glacier’s intention to remain committed to community banking in Arizona, Glacier’s model for operating banking divisions and its desire for Brian Riley to serve as President and CEO of Glacier’s Arizona division, with the expectation that the business structure would limit disruption to SBC’s business and have a limited impact on SBC’s employees, customers and communities. After considering Glacier’s proposal, the SBC Board indicated it was interested in a merger with Glacier, and instructed Davidson to respond to Glacier. Between July 31 and August 10, 2019, SBC and Glacier, with the assistance of their respective legal counsel and financial advisors, negotiated several aspects of Glacier’s indication of interest.

SBC provided Glacier with updated financial results including the second quarter of 2019 and based on this information, Glacier submitted an updated indication of interest on August 10, 2019, which included a modified and improved offer for merger consideration of $16.94 per share in the form of 90% stock and 10% cash, plus potential additional cash for a closing dividend for SBC’s excess capital at closing, subject to adjustment. SBC held a special Board meeting on August 12, 2019 to review Glacier’s latest proposal and the SBC Board voted unanimously to execute the nonbinding indication of interest with Glacier, which provided Glacier with exclusivity for a period of 60 days.

On August 29, 2019, Glacier’s counsel provided SBC’s counsel with an initial draft of the merger agreement. Glacier, SBC and their respective legal counsel and financial advisors conducted due diligence and drafted and negotiated the merger agreement and related ancillary agreements through September 27, 2019.

Beginning September 9, 2019, SBC and Davidson conducted document due diligence on Glacier. On September 18, 2019, representatives from SBC, Davidson, Hogan, Glacier and KBW participated in a reverse due diligence conference call to provide information to SBC regarding Glacier and answer questions from SBC and Davidson.

On September 19, 2019, the SBC Board, together with representatives of Davidson and Hogan, met to consider the proposed definitive merger agreement as negotiated to date. Representatives of Davidson reviewed the financial aspects of the proposed merger. Hogan reviewed the specific terms of the merger agreement and the process involved in negotiating its terms. The SBC Board considered all these matters and determined to continue with negotiations of the proposed merger.

On September 30, 2019, the SBC Board, together with representatives of Davidson and Hogan, again met to consider the negotiated proposed definitive merger agreement. Hogan reviewed the terms of the proposed merger agreement and the changes to the proposed merger agreement since the SBC Board’s September 19, 2019, meeting, and all related ancillary agreements. Representatives of Davidson then reviewed the financial aspects of the proposed merger and rendered to SBC a verbal fairness opinion, which was subsequently confirmed in writing, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Davidson, the merger consideration in the proposed merger with Glacier was fair, from a financial point of view, to the holders of SBC common stock. Among other matters considered, the SBC Board reviewed the specific terms of the merger agreement, the form and value of the consideration to be received by SBC shareholders, the price and historical performance of Glacier common stock and related dividend payouts, current market conditions including comparable bank merger and acquisition transactions, the employment of certain SBC employees following the merger, and the implications of the merger to SBC’s employees, customers, and communities. After due consideration of these and other matters, and taking into consideration the fairness opinion of Davidson, the SBC Board unanimously approved entering into the merger agreement.

The parties entered into the merger agreement on September 30, 2019. After the close of business on September 30, 2019, the parties issued a joint press release announcing the merger.

Reasons for the Merger – SBC

At a board meeting held on September 30, 2019, the SBC Board determined that the terms of the merger agreement were fair to and in the best interests of SBC and its shareholders and recommended that SBC’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 SBC Board evaluated the merger and the merger agreement in consultation with the management of SBC and SBC’s financial advisor and legal counsel. In reaching its determination, the SBC Board considered a number of factors. Such factors also constituted the reasons that the SBC Board determined to approve the merger agreement and to recommend that SBC shareholders vote in favor of the merger agreement. The following discussion of the information and factors considered by the SBC Board is not intended to be exhaustive; it does, however, include all material factors considered by the SBC Board.

In reaching its decision to approve the merger agreement, the SBC Board considered the following:

The SBC 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 SBC’s Financial Advisor

On May 2, 2019, SBC entered into an engagement agreement with D.A. Davidson & Co. to render financial advisory and investment banking services to SBC. As part of its engagement, Davidson agreed to assist SBC in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between SBC and another corporation or business entity. Davidson also agreed to provide the SBC Board with an opinion as to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of SBC common stock in the proposed merger. SBC engaged Davidson because Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with SBC and its business. As part of its investment banking business, Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

On September 30, 2019, the SBC Board held a meeting to evaluate the proposed merger. At this meeting, Davidson reviewed the financial aspects of the proposed merger and rendered an opinion to the SBC Board that, as such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the merger consideration to be paid to the holders of SBC common stock was fair, from a financial point of view, to such holders of SBC common stock in the proposed merger.

The full text of Davidson’s written opinion, dated September 30, 2019, is attached as Appendix C to this proxy statement-prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. SBC’s shareholders are urged to read the opinion in its entirety.

Davidson’s opinion speaks only as of the date of the opinion and Davidson undertakes no obligation to revise or update its opinion. The opinion is directed to the SBC Board and addresses only the fairness, from a financial point of view, of the merger consideration to be paid to the holders of SBC common stock in the proposed merger. The opinion does not address, and Davidson expresses no view or opinion with respect to, (i) the underlying business decision of SBC to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by SBC or the SBC Board, or (iii) any legal, regulatory, accounting, tax or similar matters relating to SBC, its shareholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the merger consideration. SBC and Glacier determined the merger consideration through the negotiation process. The opinion does not express any view as to the amount or nature of the compensation to any of SBC’s or Glacier’s officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by Davidson’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

Davidson has reviewed the registration statement on FormS-4 of which this proxy statement-prospectus is a part and consented to the inclusion of its opinion to the SBC board of directors as Appendix C to this proxy statement-prospectus and to the references to Davidson and its opinion contained herein. A copy of the consent of Davidson is filed as Exhibit 99.2 to the registration statement on FormS-4.

In connection with rendering its opinion, Davidson reviewed, among other things, the following:

In arriving at its opinion, Davidson assumed and relied upon the accuracy and completeness of all information that was publicly available, supplied or otherwise made available to, discussed with or reviewed by or for Davidson. Davidson did not independently verify, and did not assume responsibility for independently verifying, such information. Davidson relied on the assurances of management of SBC that they are not aware of any facts or circumstances that would make any of such information, forecasts or estimates inaccurate or misleading. Davidson did not undertake an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of SBC or Glacier. In addition, Davidson did not assume any obligation to conduct, nor did Davidson conduct any physical inspection of the properties or facilities of SBC or Glacier and has not been provided with any reports of such physical inspections. Davidson assumed that there has been no material change in SBC’s or Glacier’s business, assets, financial condition, results of operations, cash flows, or prospects since the date of the most recent financial statements provided to Davidson.

With respect to the financial projections and other estimates (including information relating to certain pro forma financial effects of, and strategic implications and operational benefits anticipated to result from, the Transaction) provided to or otherwise reviewed by or for or discussed with us, we have been advised by management of SBC that such forecasts and other analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of SBC as to the future financial performance of SBC and the other matters covered thereby, and that the financial results (including the potential strategic implications and operational benefits anticipated to result from the Transaction) reflected in such forecasts and analyses will be realized in the amounts and at the times projected. We assume no responsibility for and do not express an opinion as to these forecasts and analyses or the assumptions on which they were based.

Davidson did not make an independent evaluation or appraisal of the loan and lease portfolios, classified loans, other real estate owned or any other specific assets, nor has Davidson assessed the adequacy of the allowance for loan losses of SBC or Glacier. Davidson has not reviewed any individual credit files relating to SBC or Glacier. Davidson assumed that the respective allowances for loan losses for both SBC and GBCI are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. Davidson did not make an independent evaluation of the quality of SBC’s or Glacier’s deposit base, nor have we independently evaluated potential deposit concentrations or the deposit composition of SBC or GBCI. Davidson did not make an independent evaluation of the quality of SBC’s or Glacier’s investment securities portfolio, nor have we independently evaluated potential concentrations in the investment securities portfolio of SBC or Glacier.

Davidson assumed that all representations and warranties contained in the merger agreement and all related agreements are true and correct in all respects material to Davidson’s analysis, and that the merger will be consummated in accordance with the terms of the merger agreement, without waiver, modification, or amendment of any term, condition or covenant thereof the effect of which would be in any respect material to Davidson’s analysis. Davidson has assumed that all material governmental, regulatory or other consents, approvals, and waivers necessary for the consummation of the merger will be obtained without any material adverse effect on SBC or the contemplated benefits of the merger.

Davidson assumed in all respects material to its analysis that SBC and Glacier will remain as going concerns for all periods relevant to its analysis. Davidson’s opinion was necessarily based upon information available to Davidson and economic, market, financial and other conditions as they exist and can be evaluated on the date the fairness opinion letter was delivered to SBC’s board of directors.

Davidson’s opinion does not take into account individual circumstances of specific holders with respect to control, voting or other rights which may distinguish such holders.

Davidson also does not express an opinion as to the actual value of Glacier’s common stock when issued in the merger or the prices at which GBCI’s common stock will trade following announcement of the merger or at any future time.

Davidson has not evaluated the solvency or fair value of SBC or Glacier under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Davidson’s opinion is not a solvency opinion and does not in any way address the solvency or financial condition of SBC or Glacier. Davidson is not expressing any opinion as to the impact of the merger on the solvency or viability of SBC or Glacier or the ability of SBC or Glacier to pay their respective obligations when they come due.

Set forth below is a summary of the material financial analyses performed by Davidson in connection with rendering its opinion. The summary of the analyses of Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.

Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on market data as of September 27, 2019, the last trading day prior to the date on which Davidson delivered the fairness opinion letter to SBC’s board of directors, and is not necessarily indicative of market conditions after such date.

Implied Valuation Multiples for SBC based on the Merger Consideration

Davidson reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of SBC common stock will be converted into the right to receive 0.3706 shares of Glacier Common Stock and $1.69 in cash. The terms and conditions of the merger are more fully described in the merger agreement. For purposes of the financial analyses described below, based on the closing price of Glacier common stock on September 27, 2019, of $40.43, the merger consideration represented an implied value of $16.67 per share of SBC common stock, or $135.3 million in aggregate. Based upon financial information as of or for the twelve month period ended June 30, 2019 and other financial and market information described below, Davidson calculated the following transaction ratios:

Stock Price Performance of SBC and GBCI

Davidson reviewed the history of the reported trading prices and volume of SBC and Glacier common stock and certain stock indices, including the Russell 3000 and the KBW Regional Bank Index. Davidson compared the stock price performance of SBC or Glacier with the performance of the Russell 3000 and the KBW Nasdaq Regional Bank Index as follows:

Contribution Analysis

Davidson analyzed the relative contribution of SBC and Glacier to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) market capitalization; (ii) net income during the preceding twelve months ending June 30, 2019; (iii) projected net income in 2019 for Glacier based on average Street EPS estimates as discussed with and confirmed by GBCI and SBC management, and projected net income in 2019 for SBC as provided by and discussed with SBC management; (iv) total assets; (v) gross loans; (vi) total deposits; and (vii) tangible common equity. The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed merger. The results of this analysis are summarized in the table below, which also compares the results of this analysis with the implied pro forma ownership percentages of SBC or Glacier shareholders in the combined company based on the merger consideration, and also hypothetically assuming 100% stock consideration in the proposed merger:

Glacier Comparable Companies Analysis – Group One

Davidson used publicly available information to compare selected financial and market trading information for Glacier and 12 financial institutions selected by Davidson which: (i) were headquartered in Arizona, California, Colorado, Idaho, Montana, North Dakota, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington or Wyoming; (ii) had their common stock listed on the NASDAQ or NYSE; (iii) had assets between $7.5 billion and $30.0 billion; and (iv) were not pending merger targets or ethnic-focused banks. These 12 financial institutions were as follows:

Note: Does not reflect impact from pending acquisitions or acquisitions closed after September 27, 2019

The analysis compared the financial condition and market performance of Glacier and the 12 financial institutions identified above based on publicly available financial and market trading information for Glacier and the 12 financial institutions as of and for the twelve-month or three-month period ended June 30, 2019. The analysis also compared the 2019 and 2020 earnings per share multiples for Glacier and the 12 financial institutions identified above based on average Street EPS estimates for Glacier and the 12 financial institutions. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by Davidson).

Glacier Comparable Companies Analysis – Group Two

Davidson used publicly available information to compare selected financial and market trading information for Glacier and 19 financial institutions selected by Davidson which: (i) were headquartered in nationwide; (ii) had their common stock listed on the NASDAQ or NYSE; (iii) had assets between $7.5 billion and $30.0 billion; (iv) had return on average assets above 1.50% for the last twelve months; and (v) were not pending merger targets or ethnic-focused banks. These 19 financial institutions were as follows:

Note: Does not reflect impact from pending acquisitions or acquisitions closed after September 27, 2019

The analysis compared the financial condition and market performance of Glacier and the 19 financial institutions identified above based on publicly available financial and market trading information for Glacier and the 19 financial institutions as of and for the twelve-month or three-month period ended June 30, 2019. The analysis also compared the 2019 and 2020 earnings per share multiples for Glacier and the 19 financial institutions identified above based on average Street EPS estimates for Glacier and the 19 financial institutions. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by Davidson).

SBC Comparable Companies Analysis

Davidson used publicly available information to compare selected financial and market trading information for SBC and a group of 12 financial institutions selected by Davidson which: (i) were headquartered in Arizona, California, Colorado, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington, or Wyoming; (ii) had their common stock listed on theover-the-counter markets; (iii) had assets between $500 million and $1.0 billion; and (iv) were not pending merger targets or ethnic-focused banks. The 12 financial institutions were as follows:

Note: Does not reflect impact from pending acquisitions or acquisitions closed after September 27, 2019

The analysis compared the financial condition and market performance of SBC and the 12 financial institutions identified above based on publicly available financial and market trading information for SBC and the 12 financial institutions as of and for the twelve-month or three-month period ended June 30, 2019. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by Davidson).

Precedent Transactions Analysis

Davidson reviewed three sets of comparable merger and acquisition transactions. The sets of mergers and acquisitions included: (1) “Nationwide,” (2) “Western United States,” and (3) “High-Performing Banks”.

“Nationwide” transactions included 24 transactions where:

“Western U.S.” transactions included 15 transactions where:

“High-Performing Banks” included 18 transactions where:

The following tables set forth the transactions included in “Nationwide,” “Western United States,” and “High-Performing Banks” and are sorted by announcement date:

Nationwide

Western United States

High-Performing Banks

For each transaction referred to above, Davidson compared, among other things, the following implied ratios:

Davidson compared the multiples of the comparable transaction groups and other operating financial data where relevant to the proposed merger multiples and other operating financial data of SBC as of or for the3-month period ended June 30, 2019. The table below sets forth the results of this analysis.

Net Present Value Analysis for SBC

Davidson performed an analysis that estimated the net present value per share of SBC common stock under various circumstances. The analysis assumed: (i) SBC performed in accordance with SBC management’s financial projections for the years ending December 31, 2019, and December 31, 2020; and (ii) an estimated long-term growth rate for the years thereafter through December 31, 2024, as provided by and discussed with SBC management. To approximate the terminal value of SBC common stock at December 31, 2024, Davidson applied price to earnings multiples of 11.0x to 18.0x and multiples of tangible book value ranging from 150.0% to 255.0%. The income streams and terminal values were then discounted to present values using different discount rates ranging from 11.00% to 17.00% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of SBC’s common stock. In evaluating the discount rate, Davidson used industry standard methods of adding the current risk-free rate, which is based on the20-year Treasury yield, plus the published Duff & Phelps Industry Equity Risk Premium and plus the published Duff & Phelps Size Premium.

At the September 30, 2019 SBC Board meeting, Davidson 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.

As illustrated in the following tables, the analysis indicates a range of values per share of SBC common stock of $8.86 to $18.19 when applying the price to earnings multiples to the financial projections and $9.90 to $21.21 when applying the multiples of tangible book value to the financial projections.

Earnings Per Share Multiples