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) July 22, 2024

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 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2024, Sierra Bancorp issued a press release announcing its unaudited consolidated financial results for the three- and six-month periods ended June 30, 2024.  A copy of the press release is attached as Exhibit 99.1 to this Current Report.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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.

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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SIERRA BANCORP REPORTS IMPROVED FINANCIAL RESULTS FOR SECOND QUARTER AND FIRST SIX MONTHS OF 2024

Porterville, Calif. – (BUSINESS WIRE) – Sierra Bancorp (Nasdaq: BSRR), parent of Bank of the Sierra, today announced its unaudited financial results for the three-and six-month periods ended June 30, 2024. Sierra Bancorp reported consolidated net income of $10.3 million, or $0.71 per diluted share, for the second quarter of 2024, compared to $9.9 million, or $0.67 per diluted share, in the second quarter of 2023. On a linked-quarter (three months ended March 31, 2024) basis, the Company reported an increase of $0.9 million, or 10%, in net income.

Highlights for the second quarter of 2024:

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Sierra Bancorp Financial Results

July 22, 2024

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“In any team sport, the best teams have consistency and chemistry.” Roger Staubach

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“We are excited to share our strong second quarter results! The solid improvements achieved in the past two quarters demonstrate our balanced commitment to both our communities and shareholders as we complement growth with a focus on balance sheet strategy in a challenging interest rate environment,” stated Kevin McPhaill, CEO and President. “Our expanding and diversified banking teams continue to strengthen existing customer relationships while also bringing new relationships to the Bank. We are proud of our results for the first half of 2024 and believe that building this foundation will enable us to continue providing both exemplary service to our customers and strong and consistent returns for our shareholders,” concluded Mr. McPhaill.

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For the first six months of 2024, the Company recognized net income of $19.6 million, or $1.35 per diluted share, as compared to $18.7 million, or $1.26 per diluted share, for the same period in 2023, a 5% increase. The Company's improved financial performance metrics for the first half of 2024 include a return on average assets of 1.10%, and net interest margin of 3.66%, as compared to a return on average assets of 1.02%, and a net interest margin of 3.43% for the same period in 2023.

Quarterly Income Changes (comparisons to the second quarter of 2023)

Linked Quarter Income Changes (comparisons to the three months ended March 31, 2024)

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Sierra Bancorp Financial Results

July 22, 2024

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Year-to-Date Income Changes (comparisons to the first six-months of 2023)

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Balance Sheet Changes (comparisons to December 31, 2023)

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Sierra Bancorp Financial Results

July 22, 2024

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Other financial highlights are reflected in the following table.

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INCOME STATEMENT HIGHLIGHTS

Net Interest Income

Net interest income was $30.2 million for the second quarter of 2024, a $1.9 million increase, or 7% over the second quarter of 2023. This increase in interest income for the quarterly comparison was due primarily to an increase in interest income on loans for $4.2 million, augmented by a $0.8 million decrease in interest expense due to the reduction in borrowed funds facilitated by a balance sheet restructuring, partially offset by a related decline in interest income on investments of $1.6 million, or 10%, due to the sale of low yielding investments.

For the second quarter of 2024, although the balance of average interest-earning assets was $106.2 million lower, the yield was 71 basis points higher as compared to the same period in 2023. There was a 23 basis point increase in the cost of our interest-bearing liabilities for the same period, which offset some of the higher yields on the asset side.

Net interest income for the comparative year-to-date periods increased $2.4 million, due to the strategic decision to change the mix on interest earning assets, selling off lower yielding bonds in the fourth quarter of 2023, and first quarter of 2024, moderated by an increase in interest rates paid on interest-bearing liabilities. There was a $112.5 million, or 6%, increase in average loan and lease balances yielding 41 basis points higher for the same period, while average investment balances decreased $229.1 million, yielding 69 basis points higher for the same period. Average interest-bearing liabilities decreased $83.7 million, mostly in borrowed funds. The cost of interest-bearing liabilities was 41 basis points higher for the

Sierra Bancorp Financial Results

July 22, 2024

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comparative periods. The favorable net impact of the mix and rate change was a 23 basis point increase in our net interest margin for the six-months ending June 30, 2024 as compared to the same period in 2023.

At June 30, 2024, approximately 27% of the Bank’s loan portfolio is scheduled to mature or reprice within twelve months and an additional 11% could reprice within three years. In addition, approximately $519.9 million, or 50.5%, of the securities portfolio consists of floating rate bonds that reprice quarterly. Office commercial real estate loans generally have an adjustable rate, with most rate adjustments occurring beyond two years. During the next 24 months, we have 36 office commercial real estate loans totaling $46.7 million with scheduled interest rate resets. Additionally, there are three office commercial real estate loans totaling $3.3 million that will mature during the same time frame. The Bank’s practice is to make commercial real estate loans with an “at origination” loan-to-value of 65% or lower.

Interest expense was $13.3 million for the second quarter of 2024, an increase of $0.8 million, relative to the second quarter of 2023. For the first six months of 2024, compared to the first six months of 2023, interest expense increased $3.7 million, to $25.6 million. The increase in interest expense is primarily attributable to an increase in interest rates paid on certain time deposits, and a shift in deposits to higher interest rate accounts partially offset by lower balances on other borrowings. There was an unfavorable shift in the deposit mix in the second quarter of 2024 as compared to the same period in 2023 due to increased demand from customers for higher rates. Higher cost customer time deposits increased by $23.0 million, and wholesale brokered deposits increased by $129.3 million, while lower cost and noninterest bearing deposits decreased by $181.4 million. A $128.9 million decrease in borrowed funds mitigated some of the unfavorable shift for the quarterly comparison. For the first half of 2024, as compared to the same period in 2023, customer time deposits increased $61.6 million, and wholesale brokered deposits increased $85.9 million, while borrowed funds decreased $88.7 million, and other deposits decreased $218.7 million.

Our net interest margin was 3.69% for the second quarter of 2024, as compared to 3.62% for the linked quarter and 3.39% for the second quarter of 2023. While the yield of interest-earning assets increased 16 basis points for the second quarter of 2024 as compared to the linked quarter, the cost of interest-bearing liabilities increased 10 basis points for the same period of comparison. The average balance of interest-earning assets increased $86.9 million for the linked quarter, while the increase in interest-bearing liabilities was $93.3 million for the same period. The decrease in higher cost borrowed funds over the increase in yield on interest-earning assets improved the net interest margin in the second quarter of 2024 over the same period in 2023, and for the linked quarters.

Provision for Credit Losses

The provision for credit losses on loans was $0.9 million for the second quarter of 2024, as compared to a $0.1 million provision for credit losses related to loans in the second quarter of 2023. There was a year-to-date provision for credit losses on loans of $1.0 million in 2024, as compared to $0.3 million for the same period in 2023. The Company's $0.8 million increase in the provision for credit losses on loans in the second quarter of 2024, as compared to the second quarter of 2023, and the $0.7 million year to date increase in the provision for credit losses on loans, compared to the same period in 2023, was primarily due to the impact of $2.9 million in net charge-offs in the first six months of 2024, with only $0.4 million in net charge-offs for the first six months of 2023. The increase in net charge-offs in the second quarter of 2023 was primarily related to a single office building, which was subsequently foreclosed upon and sold.

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There was a benefit for credit losses on unfunded commitments for $0.02 million in the second quarter of 2024, and $0.01 million for the first six months of 2024, as compared to a $0.01 million benefit for credit losses in the second quarter of 2023 and a $0.1 million benefit for credit losses in the first six months of 2023.

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The Company did not record a provision for credit losses on available-for-sale debt securities. Although there were debt securities in an unrealized loss position, the declines in market values were primarily attributable to changes in interest rates and volatility in the financial markets and not a result of an expected credit loss.

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Sierra Bancorp Financial Results

July 22, 2024

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Noninterest Income

Total noninterest income decreased by $0.4 million, or 5%, for the quarter ended June 30, 2024, as compared to the same quarter in 2023 and increased $1.6 million, or 11%, for the comparable year-to-date periods. The quarterly comparison decrease primarily resulted from a $0.4 million non-recurring bond sale gain in 2023. The year-to-date increase reflects a $2.9 million loss on the sale of investment securities in 2024, offset by a $3.8 million gain on the sale/leaseback of bank owned branch locations. There were $0.5 million in life insurance proceeds in 2023, with no like amount in 2024. These favorable variances to the year-to-date comparisons were augmented by a $1.2 million increase in the value of separate account corporate-owned life insurance assets tied to non-qualified deferred compensation plans.

The Company maintains a non-qualified deferred compensation plan for officers and directors, which allows the participant to defer a portion of their earnings tax-free. Participants are allowed to choose different hypothetical investment alternatives to determine their individualized return on their deferred compensation. The Company has chosen to offset the cost of this liability with a Corporate Owned Life Insurance Policy (“COLI”) which is funded based on deferral elections from the participants. Although the COLI is not directly tied to the deferred compensation plan, the COLI is invested in similar fund types as those selected by the participants. There is some inefficiency in net earnings of the COLI asset as compared to the deferred compensation liability created by the cost of insurance, differences in balances, and differences in individual fund performance. During the second quarter, and first six-months of 2024, earnings from the COLI was $0.3 million, and $1.3 million, respectively, while additional expense from the related deferred compensation liability was $0.3 million, and $1.4 million, respectively. Most of such expense is reported as Professional Fees under Directors Fees as such expense is related to deferral of past directors’ fees. Specifically, $0.3 million for the quarterly comparison, and $1.2 million for the year-to-date comparison, respectively, is reflected as directors’ fees as part of the overall Professional Fees expense line item. The tax benefit of having tax-free earnings with tax-deductible expense was $0.2 million during the second quarter of 2024, and $0.8 million for the first six-months of 2024.

Service charges on customer deposit account income decreased by $0.5 million, or 9%, to $6.2 million in the second quarter of 2024, as compared to the second quarter of 2023, and $0.8 million higher, or 8%, in the first six months of 2024, as compared to the same period in 2023. These increases in the quarterly and year-to-date comparisons are primarily a result of higher interchange and ATM fees, along with increased service charges on analysis accounts.

Noninterest Expense

Total noninterest expense favorably declined by $0.3 million, or 1%, in the second quarter of 2024, relative to the second quarter of 2023, but increased by $1.3 million, or 3%, in the first six months of 2024, as compared to the first six months of 2023.

Salaries and Benefits were $0.1 million, or 1%, lower in the second quarter of 2024, as compared to the second quarter of 2023, and were $0.3 million, or 1%, higher for the first six months of 2024, compared to the same period in 2023. The reason for the decrease in the quarterly comparison is due to a strategic decision to improve operational efficiencies. The increase in the year-over-year comparison is primarily due to increases related to annual performance evaluations. Overall full-time equivalent employees were 501 at June 30, 2024, as compared to 489 at December 31, 2023, and 502 at June 30, 2023. Included in full-time equivalent employees at June 30, 2024, were 18 summer interns and temporary employees.

Occupancy expenses increased by $0.7 million, and $1.4 million for the second quarter, and the first half of 2024 as compared to the same periods in 2023. The reason for the increases in both comparisons is due to increased rent expense from the sale/leaseback transactions in the fourth quarter of 2023, and first quarter of 2024.

Other noninterest expense decreased $0.9 million, or 11%, for the second quarter 2024, as compared to the second quarter in 2023, and decreased $0.4 million, or 3%, for the first half of 2024, as compared to the same period in 2023. FDIC assessment costs decreased by $0.2 million for the quarterly comparisons but were flat for the year-to-date comparison. Deferred compensation expense for directors decreased $0.1 million for the quarterly comparison but increased $0.9 million for the year-to-date comparison, which is linked to the changes in life insurance income as described in detail above. There were decreases in debit card processing and ATM network costs of $0.6 million for both the quarterly and

Sierra Bancorp Financial Results

July 22, 2024

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year-to-date comparisons due to a branding change from Mastercard to Visa and the subsequent conversion costs related to that change. Additionally, we incurred a $0.3 million loss that is reflected in noninterest expense during the second quarter of 2023, with no such like event in 2024. For the year-to-date comparison there was also elevated foreclosed assets costs for the first half of 2023, as compared to the same period in 2024, due to the foreclosure and subsequent sale of one large credit in the first quarter of 2023.

The Company's effective tax rate was 27.8% of pre-tax income in the second quarter of 2024, relative to 26.2% in the second quarter of 2023, and 27.1% of pre-tax income for the first half of 2024 relative to 25.0% for the same period in 2023. The increase in effective tax rate for both the quarterly and year-to-date comparisons is due to the tax credits and tax-exempt income representing a smaller percentage of total taxable income.

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Balance Sheet Summary

The $48.6 million, or 1%, decrease in total assets during the first half of 2024, is primarily a result of a $326.4 million decrease in investment securities, from the sale of bonds from the strategic securities transaction, partially offset by a $144.5 million increase in gross loans and a $105.4 million increase in cash on hand.

The increase in gross loan balances as compared to December 31, 2023, was primarily a result of organic increases of $13.5 million in farmland loans, and a favorable change of $158.1 million in mortgage warehouse balances. Counterbalancing these positive variances were loan paydowns and maturities resulting in net declines in many categories even with higher loan production. In particular, there was a $27.0 million net decrease in non-agricultural real estate loans.

As indicated in the loan rollforward table below, new credit extended for the second quarter of 2024, increased $5.3 million over the linked quarter to $40.3 million and increased $3.3 million over the same period in 2023. Organic loan growth has been languid due to competitive pressures in our market and lower loan demand in the current interest rate environment. We also had $22.7 million in loan paydowns and maturities, a $10.4 million decline in line of credit utilization, offset by an increase of $70.5 million in mortgage warehouse line utilization.

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Unused commitments, excluding mortgage warehouse and overdraft lines, were $247.1 million at June 30, 2024, compared to $203.6 million at December 31, 2023. Total line utilization, excluding mortgage warehouse and overdraft lines, was 57% at June 30, 2024, and 62% at December 31, 2023. Mortgage warehouse utilization increased to 54% at June 30, 2024, as compared to 36% at December 31, 2023. Total mortgage warehouse commitments increased by $96.5 million and $186.0 million for the three-and-six month periods ending June 30, 2024, respectively.

Deposit balances reflect growth of $181.2 million, or 7%, during the first six months of 2024. Core non-maturity deposits decreased by $41.4 million, or 2%, while customer time deposits increased by $11.0 million, or 2%. Wholesale brokered deposits increased by $211.6 million primarily to fund the growth in mortgage warehouse loans. Overall noninterest-bearing deposits as a percent of total deposits at June 30, 2024, decreased to 33.5%, as compared to 37.0% at December 31, 2023, and 36.5% at June 30, 2023. Other interest-bearing liabilities of $228.0 million on June 30, 2024, consisted of,

Sierra Bancorp Financial Results

July 22, 2024

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$80.0 million in term FHLB advances, $148.0 million in customer repurchase agreements, and $35.7 million in trust preferred securities.

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Overall uninsured deposits are estimated to be approximately $805.4 million, or 27% of total deposit balances, excluding public agency deposits that are subject to collateralization through a letter of credit issued by the FHLB. In addition, uninsured deposits of the Bank’s customers are eligible for FDIC pass-through insurance if the customer opens an IntraFi Insured Cash Sweep (ICS) account or a reciprocal time deposit through the Certificate of Deposit Account Registry System (CDARS). IntraFi allows for up to $225 million per customer of pass-through FDIC insurance, which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. The Bank maintains a diversified deposit base with no significant customer concentrations and does not bank any cryptocurrency companies. At June 30, 2023, the Company had approximately 121,000 accounts and the 25 largest deposit balance customers had balances of approximately 14% of overall deposits. During the second quarter of 2024, except for seasonality fluctuations in the normal course of business, there has been no material change in the composition of our 25 largest deposit balance customers.

The Company continues to have substantial liquidity which is managed daily. At June 30, 2024, and December 31, 2023, the Company had the following sources of primary and secondary liquidity (Dollars in Thousands):

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Total capital of $350.0 million at June 30, 2024, reflects an increase of $11.9 million, or 4%, relative to year-end 2023. The increase in equity during the first half of 2024 was due to the addition of $19.6 million in net income, a $5.3 million favorable swing in accumulated other comprehensive income/loss due principally to changes in investment securities’ fair value, $7.1 million in share repurchases and net of $6.7 million in dividends paid. The remaining difference is related to stock options exercised and restricted stock compensation recognized during the quarter.

Asset Quality

Total nonperforming assets, comprised of nonaccrual loans and foreclosed assets, decreased by $1.5 million to $6.5 million for the first half of 2024. The Company's ratio of nonperforming loans to gross loans decreased to 0.29% at June 30, 2024, from 0.38% at December 31, 2023. The decrease resulted from a decrease in non-accrual loan balances. All the Company's nonperforming assets are individually evaluated for credit loss quarterly and management believes the established allowance for credit loss on such loans is appropriate.

The Company's allowance for credit losses on loans was $21.6 million at June 30, 2024, as compared to $23.5 million at December 31, 2023. The decreased allowance for credit losses on loans was primarily due to a $1.5 million reduction in the allowance on loans individually evaluated for expected credit losses.

The allowance was 0.97% of gross loans at June 30, 2024, and 1.12% of gross loans at December 31, 2023, and 1.10% of gross loans at June 30, 2023. Management's detailed analysis indicates that the Company's allowance for credit losses on loans should be sufficient to cover credit losses for the life of the loans outstanding as of June 30, 2024, but no assurance can be given that the Company will not experience substantial future losses relative to the size of the loan and lease loss allowance. The Company calculates the allowance for credit losses using a combination of quantitative and qualitative factors by call report category. The largest increase in loan balances was from mortgage warehouse lines which has the lowest allowance for credit losses at 0.25%. Therefore, at June 30, 2024, approximately $0.7 million of the allowance for credit losses is attributable to mortgage warehouse lines.

Sierra Bancorp Financial Results

July 22, 2024

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About Sierra Bancorp

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Sierra Bancorp is the holding Company for Bank of the Sierra (www.bankofthesierra.com), which is in its 47^th year of operations.

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. In 2024, 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.

Forward-Looking Statements

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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Sierra Bancorp Financial Results

July 22, 2024

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Sierra Bancorp Financial Results

July 22, 2024

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Sierra Bancorp Financial Results

July 22, 2024

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