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NASDAQ: BSRR SIERRA BANCORP 8-K

Sierra Bancorp adopts Director Emeritus retirement plan with 3-year post-service payments

Filed July 27, 2026 · Period ending July 23, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Established Director Emeritus position and retirement plan providing qualified non-employee directors 50% of their annual cash retainer for three years after retirement, effective July 23, 2026.

  • low

    Eligibility requires voluntary retirement after minimum service years and execution of a Director Emeritus Agreement; specific service threshold not disclosed in filing.

  • low

    Annual benefit excludes committee retainers and is based on the director's base cash compensation in the 12 months preceding retirement.

Summary

Sierra Bancorp adopted a formal retirement plan for non-employee directors of both the holding company and Bank of the Sierra. Qualifying directors who voluntarily retire after meeting minimum service requirements will receive annual payments equal to 50% of their prior year's base cash retainer for three years. The plan excludes committee fees from the benefit calculation.

The adoption creates a new ongoing financial obligation tied to director turnover and compensation levels. For a community bank in assets, the plan represents a standard governance practice aimed at director retention and succession planning. The filing does not disclose the minimum service requirement, current director tenure profile, or estimated financial impact, limiting visibility into near-term costs. Investors should monitor director retirement activity and the plan's effect on total compensation expense in future proxy disclosures.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~300 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added
Added Director Emeritus Retirement Plan adoption medium

Added in current filing · verify on EDGAR →

On July 23, 2026, Registrant established the position of Director Emeritus and adopted the Retirement Plan for Directors Emeritus (the “Plan”), effective as of July 23, 2026. The Plan is designed to provide retirement benefits for qualified non-employee directors (each, an “Eligible Director”) of the Registrant’s Board of Directors and members of the board of its wholly owned subsidiary, Bank of the Sierra (the “Bank”), and to help ensure Registrant’s and Bank’s continued ability to retain highly qualified directors.

Sierra Bancorp created a new Director Emeritus position and adopted a formal retirement plan for non-employee directors of both the holding company and its Bank of the Sierra subsidiary. The plan is intended to provide retirement benefits and support director retention.

Added Retirement benefit amount and duration medium

Added in current filing · verify on EDGAR →

The annual retirement benefits payable pursuant to the Plan to a Director Emeritus is equal to fifty percent (50%) of the annual cash retainer amount (excluding committee retainers) paid to the Eligible Director by Registrant and/or Bank for his or her service on the board during the immediately preceding 12-month period, measured from the date of retirement. The annual Plan benefit shall be payable for a period of three (3) years, subject to the conditions of the Plan and the provisions of the Director Emeritus Agreement.

Qualifying retired directors will receive annual payments equal to 50% of their prior year's base cash retainer (excluding committee fees) for three years following retirement. This creates a defined financial obligation for the company tied to director compensation levels.

Show 1 minor / wording change
Added Eligibility requirements for Director Emeritus benefits low

Added in current filing · verify on EDGAR →

In order to be eligible to become a Director Emeritus and to receive any benefits under the Plan, an Eligible Director must: (i) voluntarily retire from the Registrant and/or Bank Board of Directors after the Eligible Director has served the minimum number of years set forth in the Plan; and (ii) enter into a Director Emeritus Agreement with Registrant or Bank, as applicable, in the form attached as Exhibit A to the Plan.

Directors must voluntarily retire after meeting a minimum service requirement and sign a Director Emeritus Agreement to receive benefits. The specific minimum years of service is defined in the plan document but not disclosed in the 8-K body.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify