BSRR 8-K
Sierra Bancorp (BSRR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 17, 2026, Registrant and its wholly owned subsidiary, Bank of the Sierra (collectively, the “Company”), terminated the employment of William J. Wade II, Executive Vice President & Chief Operations Officer, as part of an organizational realignment. In connection with the termination and in accordance with his employment agreement dated July 7, 2025, Mr. Wade is entitled to severance of a payment equal to twelve (12) months’ salary and reimbursement for health insurance premiums for a period of twelve (12) months. As a condition to receiving this severance, Mr. Wade must sign a release and waiver agreement in favor of the Company, the form of which was attached to his employment agreement, within 21 days of employment termination.
In connection with Mr. Wade’s termination, Christopher Treece, age 57, Executive Vice President & Chief Financial Officer will also assume the role of Chief Operations Officer. Mr. Treece has served as Executive Vice President and Chief Financial Officer of the Company since January 2020. The Board of Directors of the Company approved an amendment to the employment agreement of Mr. Treece to reflect his new role and adjusted compensation of an increase of base salary by $25,000 per year to $466,000 per year as a result of his appointment as Chief Operations Officer. The amendment was signed and became effective on April 17, 2026.
On April 17, 2026, Marc Wolfe was appointed Principal Accounting Officer of the Company. Mr. Wolfe, currently 35 years old, holds both a Bachelor of Business Administration and a Master of Business Administration from National University. Mr. Wolfe has been with the Company since September 2015, serving in roles of increasing responsibility within accounting and finance, including Assistant Controller and Financial Reporting Officer. On January 1, 2026, Mr. Wolfe was promoted to Senior Vice President and Corporate Controller.
There are no arrangements or undertakings pursuant to which Mr. Wolfe was selected as Principal Accounting Officer. There are no family relationships among any of the Company’s directors or executive officers and Mr. Wolfe. There are no related party transactions between the Company and Mr. Wolfe.
Item 9.01financial Statements and Exhibits
(d)Exhibits. The information furnished pursuant to this item is set forth in the Exhibit Index, which appears below immediately before the signatures.
EXHIBIT INDEX
Exhibit No. | | Description |
10.1 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
SIERRA BANCORP | ||
Dated: April 20, 2026 | By: | /s/ Christopher G. Treece |
Christopher G. Treece | ||
Executive Vice President & | ||
Chief Financial Officer | ||
Exhibit 10.1
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is effective as of April 17, 2026, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Christopher G. Treece (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective January 1, 2020;
WHEREAS, on January 19, 2023, the Agreement was amended to revise certain terms in connection with Executive’s Change in Control benefits (the “First Amendment”); and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement by this Second Amendment to provide for certain revised terms regarding his additional role and responsibilities.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1.Paragraph 1 of the Agreement is amended and restated in its entirety to read as follows:
1.Position
Executive shall be the Bank’s and Bancorp’s Executive Vice President, Chief Financial Officer (“CFO”) and Chief Operations Officer (“COO”). In those roles, he shall have the duties set forth in this Agreement and in the By-Laws of the Bank and Bancorp, subject to the direction of the Chief Executive Officer (“CEO”) or the Board of Directors of the Bank or Bancorp, as applicable. In addition to such other duties as may be assigned to him, Executive shall be a member of the Executive Officers’ Committee and shall perform such duties as are customarily performed by the CFO and the COO of a bank holding company and commercial bank.
| 2. | The first sentence of Paragraph 8(a) of the Agreement is amended to read as follows: |
Effective April 17, 2026, the Bank or Bancorp shall pay Executive an annual minimum base salary (“Base Salary”) of four hundred sixty-six thousand dollars ($466,000.00), less appropriate withholding, taxes and similar deductions, payable in equal installments on those days when the Bank normally pays its employees.
| 3. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 4. | This Second Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 5. | Except as expressly modified herein, the terms of the Agreement, as amended by the First Amendment, remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day and year first above written.
EXECUTIVE
/s/ Christopher G. Treece
Christopher G. Treece
SIERRA BANCORP
A California corporation
By: /s/ Kevin J. McPhaill
Name:Kevin J. McPhaill
Title:President & CEO
BANK OF THE SIERRA
A California banking corporation
By: /s/ Kevin J. McPhaill
Name:Kevin J. McPhaill
Title:President & CEO
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