BSRR Sierra Bancorp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 19, 2023

SIERRA BANCORP

(Exact name of registrant as specified in its charter)

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(559) 782-4900

(Registrant’s telephone number including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

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On October 20, 2023, Sierra Bancorp (the “Company”) issued a press release announcing that on October 19, 2023, its Board of Directors approved a share repurchase program for up to 1,000,000 shares of outstanding common stock beginning at the end of the expiration of the current share repurchase program on October 31, 2023 and continuing until October 31, 2024. The 1,000,000 shares authorized under the new share repurchase program are inclusive of any shares carried over from the terminated repurchase program. Shares may be purchased in the open market or in privately negotiated transactions and will be executed in compliance with applicable federal and state securities laws and bank regulations, including without limitation, Rules 10b-18 and 10b5-1 promulgated under the Securities Act of 1934, as amended (the “Exchange Act”). The board has also authorized management to enter into the 10b5-1 Plan with a nationally recognized broker as appropriate as long as the Company is not in a blackout period and the Company is not otherwise in possession of material non-public information. Repurchases by such broker are to be made in compliance with the Exchange Act.

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Within the above referenced press release, the Company also announced that its Board of Directors approved a cash dividend to shareholders. The quarterly cash dividend of twenty-three cents ($0.23) per share of common stock will be payable on November 14, 2023, to shareholders of record at the close of business on October 31, 2023.

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The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits. The information required to be furnished pursuant to this item is set forth in the Exhibit Index which appears below, immediately before the signatures.

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EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

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Date: October 20, 2023

Contact:Kevin McPhaill, President/Chief Executive Officer

Phone:(559) 782-4900 or (888) 454-BANK

Website Address:www.sierrabancorp.com

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SIERRA BANCORP ANNOUNCES SHARE REPURCHASE PROGRAM AND DECLARES QUARTERLY CASH DIVIDEND

PORTERVILLE, Calif -- (BUSINESS WIRE) -- Sierra Bancorp (Nasdaq: BSRR), parent of Bank of the Sierra, announced that its Board of Directors has approved a new share repurchase program authorizing the Company to repurchase up to one million (1,000,000) shares of its outstanding common stock, from time to time, commencing after the current share repurchase program expires on October 31, 2023, and continuing until October 31, 2024. This share repurchase program replaces and supersedes the prior share repurchase program. Shares may be repurchased in open-market transactions or privately negotiated transactions executed in compliance with applicable federal and state securities laws. The timing of the repurchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements, and market conditions. The Board further authorized Management to enter into a 10b5-1 Plan with a nationally recognized broker-dealer to facilitate share repurchases as appropriate.

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The Company also announced that its Board of Directors has declared a regular quarterly cash dividend of $0.23 per share. The dividend was approved subsequent to the Board’s review of the Company’s financial performance and capital for the quarter ended September 30, 2023, and will be paid on November 14, 2023, to shareholders of record as of October 31, 2023. Counting dividends paid by Bank of the Sierra prior to the formation of Sierra Bancorp the Company has paid regular cash dividends to shareholders every year since 1987, comprised of annual dividends through 1998 and quarterly dividends thereafter. The dividend noted in today’s announcement marks the Company’s 99^th consecutive quarterly cash dividend.

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Sierra Bancorp is the holding Company for Bank of the Sierra (www.bankofthesierra.com), which is in its 46th year of operations and is the largest independent bank headquartered in the South San Joaquin Valley. Bank of the Sierra is a community-centric regional bank, which offers a broad range of retail and commercial banking services through full-service branches located within the counties of Tulare, Kern, Kings, Fresno, Ventura, San Luis Obispo, and Santa Barbara. The Bank also maintains an online branch and provides specialized lending services through an agricultural credit center in Templeton, California, an SBA center, and a dedicated loan production office in Roseville, California. In 2023, Bank of the Sierra was recognized as one of the strongest and top-performing community banks in the country, with a 5-star rating from Bauer Financial and a BBB+ rating from Kroll.

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Forward-Looking Statements

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The statements contained in this release that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Readers are cautioned not to unduly rely on forward looking statements. Actual results may differ from those projected. These forward-looking statements involve risks and uncertainties including but not limited to the health of the national and local economies including the impact to the Company and its customers resulting from changes to, and the level of, inflation and interest rates; changes in laws, rules, regulations, or interpretations to which the Company is subject; the Company’s ability to maintain and grow its deposit base; loan demand and continued portfolio performance, the Company's ability to attract and retain skilled employees, customers' service expectations; cyber security risks: the Company's ability to successfully deploy new technology, the success of acquisitions and branch expansion; operational risks including the ability to detect and prevent errors and fraud; the effectiveness of the Company’s enterprise risk management framework; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks that could affect stock price; changes to valuations of the Company’s assets and liabilities including the allowance for credit losses, earning assets, and intangible assets; changes to the availability of liquidity sources including borrowing lines and the ability to pledge or sell certain assets; costs related to litigation; the effects of severe weather events, pandemics, other public health crises, acts of war or terrorism, and other

external events on our business; and other factors detailed in the Company's SEC filings, including the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's most recent Form 10-K and Form 10-Q.

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Category: Financial

Source: Sierra Bancorp