As filed with the Securities and Exchange Commission on August 3,November 15, 2017

RegistrationNo. 333-[            ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-4

REGISTRATION STATEMENT

UnderUNDER

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 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

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.  ☐

CALCULATION OF REGISTRATION FEE

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 [            ],November 15, 2017

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

Dear Columbine Capital Corp.Inter-Mountain Bancorp., Inc. Shareholders:

As you may know, the boards of directors of Columbine Capital Corp.Inter-Mountain Bancorp., Inc. (“CCC”IMB”) and Glacier Bancorp, Inc., Kalispell, Montana (“Glacier”) have each approved a merger of CCCIMB with and into Glacier, subject to approval of CCCby IMB shareholders and appropriate bank regulators. Immediately following the merger, CCC’sIMB’s subsidiary Collegiate PeaksFirst Security Bank (“Collegiate Bank”FSB”) will be merged into Glacier’s subsidiary Glacier Bank (“Glacier Bank”) and operated as a separate division.subject to approval of appropriate bank regulators.

Under the terms of the Plan and Agreement of Merger, dated June 6,October 26, 2017 (the “merger agreement”), each outstanding share of CCCIMB common stock will be exchanged for a “unit” comprised of 3.768122.841 shares of Glacier common stock, and $34.4504 in cash, subject to certain adjustments.

The amount of Glacier common stock portionexchanged for each share of each unitIMB common stock is subject to adjustment in the event that the average closing price for Glacier common stock prior to closing, calculated in accordance with the merger agreement, is less than $31.08$28.07 or more than $42.04,$42.11, and CCCIMB or Glacier provides notice to terminate the merger agreement, and Glacier or CCC,IMB, as the case may be, elects to adjust the stock portionnumber of shares on aper-share basis to be issued in the merger (or, with respect to Glacier, elects to pay additional cash consideration as described in this proxy statement/prospectus) in order to avoid such termination. However, if the closing occurs prior to December 31, 2017 (which is not expected), and Glacier’s stock price is more than $29.25, CCC will have no right to provide a notice of termination unless Glacier’s stock has also underperformed the KBW Regional Banking Index by more than 10%.

The cash portion of each unit is subject to adjustment depending on CCC’smerger agreement establishes a minimum requirement for IMB’s capital ($73,500,000) prior to the closing of the merger, calculatedmerger. If IMB’s closing capital, as adjusted in accordance with the merger agreement. If CCC’s capital is less than the minimum required, which is $36,194,000 asterms of the date hereof (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 CCC’s capital prior to closing of the merger agreement, is in excess of the minimum required, CCCIMB may elect to pay a special dividend to its shareholders in the amount of such excess, or alternatively, the cash portion of the merger consideration will be increased by the per share amount of such excess. The cash portion of each unit may also be increased if Glacier elects to pay additional cash in order to avoid a termination of the merger agreement by CCC under the circumstances described above.

For purposes of illustration only, as of [            ],September 30, 2017, CCC’sIMB’s closing capital would have been approximately $[        ] and the minimum closing capital requirement as of the date hereof was $36,194.000,], resulting in a special dividend available to CCC’sIMB’s shareholders in the amount of approximately $[        ] per share, or an increase in the aggregate amount of the cash merger consideration of approximately $[        ].share.

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 $[        ], which was the closing price of Glacier common stock on [            ], 2017 as quoted on the NASDAQ Global Select Market, for each of your shares of CCCIMB common stock, you will receive consideration[    ] Glacier shares with an estimated current value of $[        ] consisting of a combination of $[        ] in cash and [        ] shares of Glacier common stock (valued at $[        ]).]. Trading in CCCIMB common stock occurs very infrequently and is restricted by agreement. CCC has conducted semi-annual appraisalsDuring 2017, IMB is aware of two transactions in its common stock, for a varietyeach of corporate purposes, including the limited private trading that has occurred, and the most recent appraisal as of December 31, 2016which was valued CCC stock at $135.00$480.76 per share.

Assuming the exchange of all outstanding CCCIMB common stock for Glacier common stock and cash in accordance with the merger agreement, CCCIMB shareholders will, in the aggregate, own approximately [    ]% of Glacier’s outstanding common stock following the merger.

CCCIMB will hold a special shareholders’ meeting to vote on the merger agreement.The special meeting of the shareholders of CCCIMB will be held on September [            ], 2017,2018, at 4:00 p.[    ] [    ]. m. Mountain Time, at the Denver Country Club, 1700 East First Avenue, Denver, Colorado[    ], Bozeman, Montana. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed form of proxy.

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

This proxy statement/prospectus is dated [            ], 2017 and is first being mailed to

CCCIMB shareholders on or about [            ], 2017.

COLUMBINE CAPITAL CORP.INTER-MOUNTAIN BANCORP., INC.

885 S. Colorado Boulevard208 East Main Street

Denver, Colorado 80246Bozeman, Montana 59715

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER [            ], 20172018

TO THE SHAREHOLDERS OF COLUMBINE CAPITAL CORP.INTER-MOUNTAIN BANCORP., INC.:

A special meeting of shareholders of Columbine Capital Corp.Inter-Mountain Bancorp., Inc. (“CCC”IMB”) will be held on September [            ], 2017,2018, at 4:00 p.m.[        ] [        ].m. Mountain Time, at the Denver Country Club, 1700 East First Avenue, Denver, Colorado.[        ], Bozeman, Montana. The special meeting is for the following purposes:

Holders of record of CCCIMB common stock at the close of business on [            ], 2017, 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 majoritytwo-thirds (66 2/3%) of the shares of CCC’sIMB’s outstanding common stock is required for approval of the merger agreement,agreement. To that end, IMB’s directors and the affirmative vote of the holders of at leasttwo-thirds (2/3) of CCC’s common stock is required for approval of the termination of the CCC Shareholder Agreement. CCC’s directorscertain IMB shareholders have signed agreements to vote their shares in favor of the merger agreement. As of the date hereof, suchSuch persons are entitled to vote [                ] shares representing approximately [    ]% of all outstanding shares of CCCIMB common stock. As of [            ], 2017, there were [                ] shares of CCCIMB common stock outstanding.

CCCIMB shareholders have the right to dissent from the merger and obtain payment of the “fair value”offair valueof their shares of CCCIMB common stock under applicable provisions of Colorado law.the Montana Code Annotated, Sections35-1-826 through35-1-839. 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 of Appraisal.”

Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign, date and promptly return 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 CCCIMB has determined that the merger agreement is fair to, advisable, and in the best interests of CCCIMB and its shareholders and unanimously recommends that you vote FOR approval of the merger agreement and FOR termination of the CCC Shareholders Agreement.agreement. With regard to its recommendation that shareholders vote FOR approval of the merger agreement, the board of directors of CCCIMB considered a number of factors, including the receipt of a fairness opinion from the investment banking firm of D.A. Davidson & Co.,ProBank Austin, as discussed in “ Background of and Reasons for the Merger” beginning on page 20.19. Such factors also constituted the reasons that the board of directors determined to approve the merger agreement and to recommend that CCCIMB shareholders vote in favor of the merger agreement.

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

Denver, ColoradoBozeman, Montana

[            ], 2017

WHERE YOU CAN FIND MORE INFORMATION ABOUT GLACIER

This proxy statement/prospectus incorporates important business and financial information about Glacier from documents that were previously filed with the SEC that are not included in or delivered with this document. See “Documents Incorporated by Reference” elsewhere in this document.

Glacier files annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission (“SEC”). You may read and copy any reports, statements, or other information that Glacier files with the SEC at the SEC’s public reference roomPublic Reference Room at 450 Fifth100 F Street, N.W.N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing the SEC. Please call the SEC at1-800-SEC-0330 for further information on the operation of the public reference rooms.Public Reference Room. Glacier’s SEC filings are also available to the public on the SEC site (http://www.sec.gov). As described below, you may also obtain the documents that Glacier is incorporating by reference into this proxy statement/prospectus from Glacier.

Glacier has filed a Registration Statement on FormS-4 to register with the SEC the shares of Glacier common stock to be issued to CCCIMB shareholders in the merger. This proxy statement/prospectus is part of that Registration Statement and constitutes a prospectus of Glacier in addition to being a proxy statement of CCCIMB for its special shareholders meeting. As allowed by SEC rules, this proxy statement/prospectus does not contain all of the information that you can find in the Registration Statement or the exhibits to the Registration Statement.

You can obtain the documents that are incorporated by reference into this proxy statement/prospectus through Glacier or the SEC. You can obtain the documents from the SEC, as described above. These documents are also available from Glacier without charge, excluding exhibits unless Glacier has specifically incorporated such exhibits by reference in this proxy statement/prospectus, by requesting them in writing or by telephone from Glacier at the following address:

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.

You will not be charged for the documents that you request.If you would like to request documents, please do so by September [            ], 2017 in order to receive them before the CCCIMB special shareholders’ meeting.

Glacier’s common stock is traded on the NASDAQ Global Select Market under the symbol “GBCI.”

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 Columbine Capital Corp.Inter-Mountain Bancorp., Inc. (“CCC”IMB”) common stock with respect to theits proposed merger with Glacier Bancorp, Inc. (“Glacier”). The merger cannot be completed unless CCCIMB receives the affirmative vote of the holders of at least a majoritytwo-thirds (66 2/3%) of the outstanding shares of CCC’sIMB’s common stock. CCCIMB is holding a special meeting of shareholders to vote on the proposals relating to the merger. Information about the special meeting is contained in this document. See “CCC“IMB Special Shareholders Meeting.”

This document is both a proxy statement of CCCIMB and a prospectus of Glacier. It is a proxy statement because the officers and board of directors of CCCIMB (the “CCC“IMB Board”) isare soliciting proxies from CCCIMB shareholders in connection with voting on the merger and approval of termination of the CCC Shareholders Agreement.merger. It is a prospectus because Glacier will issue shares of its common stock in exchange for shares of CCCIMB common stock as part of the consideration to be paid in the merger.

What will CCCIMB shareholders receive in the merger?

Under the terms of the merger agreement, each share of CCCIMB common stock will be exchanged for a “unit” comprised of 3.768122.841 shares of Glacier common stock, and $34.4504 in cash. Both the stock portion and the cash portion of each unit are subject to the adjustmentsadjustment as described below. Assuming the exchange of all outstanding CCCIMB common stock for Glacier common stock and cash in accordance with the merger agreement, CCCIMB shareholders will own, in the aggregate, approximately [___]%[    ]% of Glacier’s outstanding common stock following the merger.

If the IMB Closing Capital (as defined in the merger agreement) exceeds $73,500,000, subject to certain adjustments, IMB 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.

The amount of Glacier common stock portionexchanged for each share of each unitIMB common stock 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 adjustment depending on the “CCC Closing Capital,” as defined in the merger agreement, immediately prior to the closing of the merger. If the CCC Closing Capital is less than $36,194,000, subject to certain adjustments, the cash portion of each unit will be reduced on a pro rata basis by the amount of such deficiency.

If the CCC Closing Capital is greater than $36,194,000, subject to certain adjustments, CCC 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, or alternatively, the cash portion of the merger consideration will be increased by the amount of such excess.

On [            ], 2017, the closing price of Glacier’s common stock was $[        ] per share. If the “average closing price” (determined over a 20 trading day period prior to the closing of the merger, calculated 10 days prior to the closing) of Glacier’s common stock exceeds $42.04,$42.11, Glacier may terminate the merger agreement, unless CCCIMB elects to accept a reduction on aper-share basis inof the number of shares of Glacier common stock to be issued in the merger.

Conversely, if the “average closing price” is less than $31.08, CCC$28.07, IMB may terminate the merger agreement, unless Glacier elects to increase on aper-share basis the number of shares of Glacier common stock to be issued or cash to be paid in the merger. However, ifmerger, or in Glacier’s discretion, Glacier pays cash, or a combination of cash and additional Glacier shares, so that the value of the consideration equals an amount specified in the merger closes prior to December 31,

2017 (which is not expected), and Glacier’s average closing price is more than $29.25, CCC will have no right to provide a notice of termination unless Glacier’s stock has also underperformed the KBW Regional Banking Index by more than 10%.agreement. See “The Merger – Termination of the Merger Agreement.”

By voting to approve the merger agreement, CCCIMB shareholders will give the CCCIMB Board the authority to elect to cause CCCIMB to accept a reduction inon 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 $42.04$42.11 as described above. See “The Merger – Termination of the Merger Agreement.”

What will I receive in the merger?

Each outstanding share of CCCIMB common stock you own will be exchanged for a “unit” comprised of 3.768122.841 shares of Glacier common stock, and $34.4504 in cash. Each of the stock and cash portions of each unit will be subject to adjustment as described above.

Assuming for purposes of illustration only that(i) there is no increase or reduction of the cash portion of the merger consideration, and(ii) the average closing price for Glacier common stock is $[        ] (which was the closing price for Glacier common stock on [___],[            ], 2017), each share of CCCIMB common stock would be exchanged for consideration with a total value equal to $[        ], consisting of $34.4504 in cash and 3.7681 shares of Glacier common stock (valued based on the average closing price above).].

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 distribute consideration payable in the merger as promptly as practicable following the completion of the merger.

Will the shares of Glacier common stock that I receive in the merger be freely transferable?

Yes. The Glacier common stock issued in the merger will be transferable free of restrictions under federal and state securities laws, and provided CCC Shareholders approve the termination of the Shareholders Agreement, any other known agreements among CCC and its shareholders.

Why are CCC shareholders being asked to terminate the Shareholders Agreement?

CCC and all of the holders of CCC common stock are parties to an amended and restated shareholders agreement dated effective as of February 24, 2011 (the “Shareholders Agreement”). Following the closing of the merger, CCC shareholders will no longer own CCC common stock, but rather will own freely tradable Glacier common stock. Accordingly, CCC shareholders will be asked to approve termination of the Shareholders Agreement, conditioned only upon the closing of the merger of CCC with and into Glacier, to clarify that such shares are free from contractual restrictions on transfer as well. By voting in favor of termination, CCC shareholders will also be ensuring that the Shareholders Agreement does not apply to the proposed merger of CCC with and into Glacier. See CCC Special Shareholders’ Meeting – Termination of the Shareholders Agreement.”laws.

When will the merger occur?

We presently expect to complete the merger during the first quarter of 2018. The actual timing of the transaction is subject to a number of factors, many of which are beyond the control of Glacier and IMB. The merger is also conditioned upon and will occur after the approval of the merger agreement by the affirmative vote of holders of at least a majoritytwo-thirds (66 2/3%) of the shares of CCCIMB common stock, 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.

Under certain circumstances, the closing date of the merger may be changed to a date on or prior to November 30, 2017. Seeagreement and summarize under “The Merger – Closing Date.”Merger” below.

If the merger does not occur by April 30,July 31, 2018, either Glacier or CCCIMB may unilaterally terminate the merger agreement. However, if as of April 30,July 31, 2018, the condition to closing that all required governmental regulatory approvals have been obtained has not been obtained,satisfied, then the deadline for consummationclosing of the merger will be extended to on or before JulyOctober 31, 2018, if Glacier notifies CCCIMB in writing on or prior to April 30,July 31, 2018 of its election to extend such date.closing deadline.

When and where will the special meeting take place?

CCCIMB will hold a special meeting of its shareholders on September [            ], 2017,2018, at 4:00 p.m.[            ] [            ].m. Mountain Time, at the Denver Country Club, 1700 East First Avenue, Denver, Colorado.[            ], Bozeman, Montana.

Who may vote at the special meeting?

The CCCIMB Board has set [            ], 2017 as the record date for the special meeting. If you were the owner of CCCIMB common stock at the close of business on [            ], 2017, you may vote at the special meeting.

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 majoritytwo-thirds (66 2/3%) of the shares of CCC’sIMB’s outstanding common stock. As described in this proxy statement, theIMB’s directors of CCCand certain IMB shareholders have agreed to vote the shares they are entitled to vote in favor of the merger agreement. As of the date hereof, such persons are entitled to vote [            ] shares of CCCIMB common stock, representing approximately [    ]% of all outstanding shares of CCCIMB common stock. See “CCC“IMB Special Shareholders’ Meeting” and “The Merger – Voting Agreements.”

What vote is required to approve termination of the Shareholders Agreement?

Approval of the termination of the Shareholders Agreement requires the affirmative vote of the holders of at leasttwo-thirds (2/3) of the shares of CCC’s outstanding common stock.

What vote is required to approve the adjournment of the special meeting, if necessary or appropriate?

If less than a quorum is represented at the special meeting, a majority of the shares so represented may adjourn the special meeting without further notice. The proposal to adjourn the CCC special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, will be approved if the votes cast in favor of the merger, will be approved ifproposal exceed the votes cast against the proposal, assuming a majority in interest of the shareholders present at the special meeting vote to approve such adjournment.quorum is present.

How do I vote?

If you were a shareholder of record on [            ], 2017, you may vote on the proposals presented at the special meeting in person or by proxy. We urge you to vote promptly 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 mail by completing, signing and dating the enclosed proxy card and returning it to us promptly in the enclosed envelope. 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.

Can I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote at any time before your proxy is voted at the special meeting. If your shares of CCCIMB common stock are held in your own name, you may change your vote as follows:

If you choose either the first or second method above, you must submit your notice of revocation or your new proxy card to CCC’sIMB’s Secretary prior to the vote at the special meeting.

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 CCCIMB common stock at the special meeting of shareholders, your shares of CCCIMB common stock will be voted “FOR” approval of the merger agreement “FOR” the termination of the Shareholder Agreement conditioned upon the closing of the merger, and “FOR” approval of one or more adjournments of the special meeting.

How does the CCCIMB Board recommend that I vote?

The CCCIMB Board unanimously recommends that CCCIMB shareholders vote “FOR” the proposals described in this proxy statement/prospectus, including in favor 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 complete, sign, and date the enclosed proxy card and return it in the enclosed envelopeas soon as possible so that your shares of CCCIMB common stock can be voted at CCC’sIMB’s special meeting of shareholders.

Should I send in my common stock certificates now?

No.Please do not send your CCCIMB 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 CCCIMB common stock certificates for the merger consideration.

What risks should I consider?

You should review carefully our discussion under “Risk Factors.” You should also review the factors considered by the CCCIMB Board in approving the merger agreement. See “Background of and Reasons for the Merger.”

What are the tax consequences of the merger to me?

Glacier and CCCIMB expect to report the merger of CCCIMB with and into Glacier and the merger of FSB with and into Glacier Bank as aone or moretax-free reorganizationreorganizations for United StatesU.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code)Code”). In connection with the filing of the registration statement of which this document is a part, Garlington, Lohn & Robinson PLLP, special tax counsel to Glacier, has delivered an opinion to Glacier that the mergermergers will qualify as a reorganizationone or more reorganizations under Section 368(a).

In atax-free reorganization, a shareholder who exchanges the shareholder’shis, 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(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 the shareholder’shis, her or its shares of acquired company common stock surrendered pursuant to the merger), or (2) the amount of any cash (excluding any cash received in lieu of fractional shares) received pursuant to the merger.

For a detailed discussion of the material United StatesU.S. federal income tax consequences of the merger, see “The Merger – Material 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.

What ifIf I do not agree with the merger? Domerger, do I have appraisal or dissenters’ rights?

Yes. If you are a CCCan IMB 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 ColoradoMontana law, you will have dissenter’sdissenters’ rights under the ColoradoMontana Business Corporation Act, Sections7-113-10135-1-826 through7-113-30135-1-839.Exercise of these rights will result in the purchase of your shares of CCCIMB common stock at “fair value,” as determined in accordance with ColoradoMontana 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 – Dissenter’sDissenters’ Rights of Appraisal”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:

Inter-Mountain Bancorp., Inc.

Columbine Capital Corp.208 East Main Street

885 S. Colorado Boulevard

Denver, Colorado 80246Bozeman, Montana 59715

ATTN: Toy Hendricks, AssistantValarie Abraham, Secretary

Tel. No. (303)(406)481-1309585-3800

(303)

11

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 CCCIMB 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 wouldwill 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 CCCIMB 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 CCC.IMB. On [            ], 2017, the closing price of Glacier common stock was $[        ]. 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 CCCIMB common stock in the merger may be decreased or increased, as the case may be, if the average tradingclosing price of Glacier common stock, determined pursuant to the merger agreement, is greater than or less than specified prices. If Glacier’s average tradingclosing price determined in accordance with the merger agreement is greater than $42.04$42.11 and Glacier elects to terminate the merger agreement, the CCCIMB Board would make the decision, without resoliciting the vote of CCCIMB shareholders, whether or not to elect to accept a decrease on aper-share basis in the number of shares of Glacier sharescommon stock to be issued in the merger to avoid such termination. See “The Merger – Termination of the Merger Agreement.” On [        ], 2017, the closing price of Glacier common stock was $[        ].

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

While the merger agreement is in effect, subject to very narrow exceptions, CCCIMB and its directors, officers, employees, agents and agentsrepresentatives are prohibited from initiating or encouraging inquiries with respect to alternative acquisition proposals. The prohibition limits CCC’sIMB’s ability to seek offers from other potential acquirers that may be superior from a financial point of view to the proposed transaction. If CCCIMB 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, CCCIMB will be required to pay a $3,000,000$6,500,000break-up fee. This fee makes it less likely that a third party will make an alternative acquisition proposal. See “The Merger –Break-Up Fee.”

Under certain conditions, the merger agreement requires CCC to pay a termination fee.

Under certain circumstances (generally involving CCC’s breach of its representations and covenants in the merger agreement), Glacier can terminate the merger agreement and require CCC to pay a termination fee of $500,000. See “The Merger – Termination Fees.”

Combining our two companies may be more challenging, costly or time-consuming than we expect.

Glacier and CCCIMB have operated and, until the completion of the merger, will continue to operate, independently. Although Glacier has successfully completed a number ofnumerous mergers in the recent past, this is the largest merger to date and it is possible that the integration of Collegiate BankFSB into Glacier Bank could result in the loss of key employees, the disruption of the ongoing business of Collegiate BankIMB 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 Collegiate Bank.FSB.

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 Collegiate BankFSB 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.

Glacier has provisions in its articles of incorporation that could impede a takeover of Glacier.

Glacier’s articles contain provisions providing for, among other things, preferred stock and super majority shareholder approval of certain business combinations. Although these provisions were not adopted for the express purpose of preventing or impeding the takeover of Glacier without the approval of Glacier’s board of directors, they may have that effect. Such provisions may prevent you from taking part in a transaction in which you could realize a premium over the current market price of Glacier common stock. See “Comparison of Certain Rights of Holders of Glacier and CCCIMB Common Stock” for a description of Glacier’s potential takeover provisions.

After the merger is completed, CCCIMB shareholders will become GBCIGlacier shareholders and will have different rights that may be less advantageous than their current rights.

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

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, 2016, as updated by a Quarterly Report on Form10-Q for the quarter ended JuneSeptember 30, 2017, 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 “Documents Incorporated by Reference” and “Where You Can Find More Information About Glacier” 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 CCC’sIMB’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 risk factors described above, the following 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:

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Glacier’s reports filed with the SEC.

All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Glacier or CCCIMB or any person acting on behalf of Glacier or CCCIMB are expressly qualified in their entirety by the cautionary statements above. Neither Glacier nor CCCIMB 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 fiscal years ended December 31, 2016, 2015, 2014, 2013, and 2012. The consolidated financial data of and for the sixnine months ended JuneSeptember 30, 2017 and 2016 are derived from unaudited condensed consolidated financial statements, has been prepared on the same basis as the historical information derived from audited financial statements and, in the opinion of Glacier’s management, reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data at or for those dates. The results of operation for the sixnine months ended JuneSeptember 30, 2017 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2017. 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 About Glacier.”

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 June 30,October 31, 2017, the 78,001,89078,006,956 outstanding shares of Glacier common stock were held by approximately 1,7211,703 holders of record.

CCC

IMB Common Stock

CCCIMB common stock is not publicly traded and has been traded only very infrequently through CCC.infrequently. The trades that have occurred have been in accordance with the terms of the CCC ESOP, as well asAmended and Restated Shareholder Agreement (as subsequently amended, the Shareholders“Shareholder Agreement”). IMB shares covered by the Shareholder Agreement are generally subject to a right of first refusal of IMB and have always been atIMB shareholders other than the appraised value based onproposed transferee. The Shareholder Agreement also prohibits any transfer of IMB shares that would, or with the most recent semi-annual appraisal, which was $135.00passage of time would, cause a termination of IMB’s election to be subject to subchapter S of the Internal Revenue Code. Upon consummation of the merger, the Shareholder Agreement will be terminated.

IMB receives an annual independent estimated valuation of its outstanding common stock. The following table states the valuation per share of IMB common stock as of December 31 of the year stated:

IMB does not make a market in its common stock and no market exists for its securities. From time to time, IMB becomes aware of transactions in its common stock or redeems shares of its outstanding common stock. IMB is aware of two transactions in its common stock during 2017 involving a total of 127 shares, including 27 shares redeemed by IMB. The price per share for all transactions in 2017 was $480.76 per share.

In 2016, IMB issued 502 shares of its common stock at an issuance price of $398.76 per share. IMB also is aware of 12 other transactions in its common stock in 2016 for a total of 1,335 shares, each at a purchase price of $437.62 per share.

IMB has historically paid dividends on its common stock based upon the estimated tax liability of its shareholders arising from the pass through of IMB income to shareholders under state and federal income tax law. Since the third quarter of 2013, IMB has used an estimated combined state and federal marginal income tax rate of 45% in declaring dividends each calendar quarter. Total dividends per share were $19.97 in 2014, $23.05 in 2015 and $26.65 in 2016. For the period ending October 31, 2017, IMB has paid total dividends of $25.07 per share.

At July 15,October 31, 2017, the 456,010203,763 outstanding shares of CCCIMB common stock were held by approximately 130126 holders of record.

CCCIMB SPECIAL SHAREHOLDERS’ MEETING

Date, Time, Place

The CCCIMB special meeting of shareholders will be held on September [            ], 2017,2018, at 4:00 p.m.[        ] [        ].m. Mountain Time, at the Denver Country Club, 1700 East First Avenue, Denver, Colorado.[        ], Bozeman, Montana.

As described below under “Vote“Votes Required and Quorum,” approval of the merger agreement requires the affirmative vote of at least a majorityoftwo-thirds (66 2/3%)of the shares of CCC’sIMB’s outstanding common stock. The proposal to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal, assuming a quorum is present. If less than a quorum is represented at the special meeting, a majority of the shares so represented may adjourn the special meeting.meeting without further notice.

Purpose

At the special meeting, CCCIMB shareholders will:

Record Date; Shares Outstanding and Entitled to Vote

The CCCIMB Board has fixed 5:00 p.m. Mountain Time on [            ], 2017 as the record date for determining the holders of shares of CCCIMB 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 [                ] holders of record and [                ] shares of CCCIMB common stock issued and outstanding. Holders of record of CCCIMB common stock 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 of Appraisal” andAppendix B.

CCC’sIMB’s directors and certain IMB shareholders have agreed to vote all shares of CCCIMB 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 date hereof, a total of [                ] shares of CCCIMB common stock, (which number excludes all vested and unvested stock options), representing approximately [    ]% of all outstanding shares of CCCIMB common stock, are covered by the voting agreements. See “The Merger – Interests of Certain Persons in the Merger – Voting Agreements.”

Votes Required and Quorum

The affirmative vote of the holders of at least a majoritytwo-thirds (66 2/3%) of the shares of CCC’sIMB’s outstanding common stock is required to approve the merger agreement. At least a majority of the total outstanding shares of CCCIMB common stock 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 are 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 with respect to the proposal to approve the merger agreement will have the same effect as votes against such proposal.

If less than a quorum is represented at the special meeting, a majority of the shares so represented may adjourn the special meeting without further notice. The proposal to approve the termination of the Shareholders Agreement, conditioned upon the consummation of the transactions contemplated by the merger agreement, will be approved if holders of at leasttwo-thirds (2/3) of CCC’s outstanding common stock vote in favor of termination. Accordingly, abstentions with respect to the proposal to approve termination of the Shareholders Agreement will have the same effect as votes against approval of the proposal.

The proposal to approve one or more adjournments ofadjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, will be approved if the votes cast in favor of the merger agreement, will be approved if a majority in interest ofproposal exceed the shareholders present at the special meeting vote to approve such adjournment. Accordingly, abstentions with respect tovotes cast against the proposal, will have no effect on the voting.assuming a quorum is present.

Voting, Solicitation, and Revocation of Proxies

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 agreementFOR the proposal to terminate the Shareholders

Agreement conditioned upon the closing of the merger, 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:

CCCIMB is soliciting the proxy for the special meeting on behalf of the CCCIMB Board. CCCIMB will bear the cost of solicitation of proxies from its shareholders. In addition to using the mail, CCCIMB may solicit proxies by personal interview, telephone, and facsimile. 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. CCCIMB does not expect to pay any compensation for the solicitation of proxies. However, CCCIMB 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

Shareholders of Record.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 CCCIMB 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 CCCIMB common stock in advance as described above so that your vote will be counted if you later decide not to attend the special meeting.

Termination of the Shareholders Agreement

CCC and the owners of all issued and outstanding common stock of CCC are parties to the Columbine Capital Corp. Amended and Restated Shareholders Agreement dated effective as of February 24, 2011 (the “Shareholders Agreement”). Among other things, the Shareholders Agreement requires that if a CCC shareholder desires to dispose of any of his CCC common stock he must first offer such common stock to CCC at a designated purchase price (currently $135.00 per share).

The Shareholders Agreement does not expressly address a situation such as the presently proposed merger of CCC with and into Glacier, and the related conversion of CCC common stock into the merger consideration upon closing; however, CCC does not believe that the right of first refusal set forth in the Shareholders Agreement was intended to apply to the proposed merger. Nevertheless, CCC shareholders will be asked to approve the termination of the Shareholders Agreement, conditioned only upon the closing of the merger, to clarify that the shares of Glacier common stock to be held by former CCC shareholders following the closing of the merger, which will otherwise be tradable without restriction, are free from contractual restrictions on transfer as well.

The CCC Board has determined that termination of the Shareholders Agreement is appropriate. Such termination will be conditioned only upon the consummation of the merger of CCC with and into Glacier as described in this proxy statement/prospectus. Such termination will occur, if approved, concurrently with the consummation of the merger.

The Shareholders Agreement may be altered, amended or terminated upon the approval oftwo-thirds (2/3) of the voting shares of CCC, which shall be binding on CCC and the holders of all CCC shares subject to the agreement.

BACKGROUND OF AND REASONS FOR THE MERGER

Background of the Merger

From time to time over the past several years, the boardIMB Board, with the assistance from time to time of directors of CCCProBank Austin (“ProBank”), discussed and considered strategic alternatives to enhance shareholder value and achieve future shareholder liquidity. WithDuring that time, inmid-2016 and again in early 2017, a bank holding company, which we will refer to as Party B, through its independent financial adviser, expressed interest in exploring a potential strategic transaction with or acquisition of IMB. In respect of the interest expressed by Party B, and again with the assistance of CCC’sProBank, the IMB Board engaged in formal strategic planning meetings to identify and evaluate the key strategic issues facing the organization. The first such meeting was held October 18, 2016 and a second was held January 17, 2017.

At these meetings specifically, the IMB Board identified several important planning issues, including existing and anticipated liquidity requests from IMB shareholders, the amount of parent holding company debt and debt service obligations, management and board of director succession at both IMB and FSB, regulatory capital requirements and alternatives for capital formation, and FSB strategic plans for expansion and growth. Notably, the October 2016 meeting included discussions of various capital planning strategies, income tax elections and status, costs and benefits of registration under the United States federal securities laws of IMB securities with the Securities and Exchange Commission, strategic merger alternatives, and potential transactions with publicly traded bank holding companies.

In January 2017, the IMB Board held its second strategic planning meeting to continue the review and discussion of the various strategic issues and alternatives discussed at the October 2016 planning meeting, and to consider other options and alternatives to the extent available.

Then, in late January 2017, IMB’s executive management and ProBank met with executive management of a different bank holding company, which we will refer to as Party C, to discuss a possible strategic merger or other transaction with IMB. Based on these discussions, the strategic alternatives presented by and contemplated with Party C were determined not practicable and discussions terminated.

Following the termination of the discussions with Party C, the IMB Board developed over the next several weeks a strategic plan based in part on decisions made at the strategic planning meetings and in light of its meeting with Party C. The strategic plan outlined the IMB Board’s current decision to maintain IMB’s election to be taxed subject to Subchapter S of the Internal Revenue Code, evaluate changes to the IMB Amended and Restated Shareholder Agreement, continue IMB’s dividend policy of distributing income to its shareholders at the highest marginal combined individual personal income tax rates, manage FSB’s capital level and pay excess capital to its parent holding company, develop management and board of director succession plans for IMB and FSB, and make a decision by June 30, 2017 about whether to raise capital to fund possible debt reduction and share repurchases and to be used for other general corporate purposes. Finally, the IMB Board noted its desire to remain an independent bank holding company, but that it would in furtherance of the exercise of its fiduciary duties to shareholders remain open to considering all possible strategic alternatives.

In early May 2017, the Chief Executive Officer of Party B again contacted IMB through ProBank to express Party B’s continuing interest in effecting a strategic transaction with IMB. At a meeting of IMB’s Board on May 16, 2017, at which IMB’s outside legal counsel and financial adviser participated, the IMB Board discussed an appropriate response to the Party B expression of interest. Following deliberation, at a meeting held on May 18, 2017, the IMB Board instructed ProBank to request subject to terms of confidentiality a term sheet from Party B that would outline in reasonable detail the salient terms of its proposal for further consideration and deliberation of the IMB Board.

Thereafter, on June 7, 2017, Party B communicated a verbal indication of interest through Party B’s independent financial advisor D.A. Davidson & Co. (“Davidson”),to ProBank. Party B proposed in general terms to acquire IMB for approximately $153 million payable in Party B’s publicly traded common stock, subject to confirmatory due diligence, regulatory approvals and other customary conditions. On June 21, 2017, the boardIMB Board met with ProBank and outside legal counsel to IMB to evaluate and discuss Party B’s indication of directorsinterest. The IMB Board also discussed other potential merger partners, the advantages and disadvantages of CCCa broad marketing of IMB for sale, and IMB’s strategic plan. Glacier was then identified Glacier, among other entities, as a result of the discussions as an attractive potential future merger partner in view of Glacier’s successful track record with other acquisitions, its emphasis on locally managed community banking, its strong historical pursuitfinancial performance and the strong historical performance of similar sized banks as Collegiate Bank,Glacier common stock and its strong financial performance.related dividend payouts. Following discussion and consideration of the alternatives, the IMB Board authorized executive management and ProBank to contact Glacier’s executive management to inquire whether Glacier had a potential interest in acquiring IMB.

In January ofOn June 22, 2017, CCC directed Davidson to set up a meeting with Randall M. Chesler,Bruce Gerlach, IMB’s President and CEOChief Executive Officer, at the direction of the IMB Board, contacted subject to terms of confidentiality representatives at both Glacier and D. A. Davidson & Co., financial advisor to explore possibleGlacier (“Davidson”), to see if Glacier would have interest in discussions about a business combination. Aroundpotential combination with IMB. Later that same time, CCC was contacted by other parties expressing interest inday, representatives from ProBank sent Davidson information on IMB and a possible acquisitiontimeline of CCC. The parties other than Glacier will be defined as Party B, Party C and Party D. Party B approached David C. Boyles, CCC’s Chairman and CEO,when they would like to express its interest inreceive a possible merger immediately after another bank sale was announced in the Colorado market. Parties C and D expressed initial interest, but neither submitted anwritten indication of interest.

On February 7,June 29, 2017, Mr.Randy Chesler, met with Mr. BoylesGlacier’s Chief Executive Officer, and John Perkins, Collegiate Bank’sCo-CEO, along with a representativeother representatives from Davidson, in Denver, Colorado to become acquaintedGlacier and IMB met to discuss each organization’s approach to community banking. Additionally,banking and to discuss a possible transaction.

On July 7, 2017, Davidson, on behalf of Glacier, delivered a nonbinding letter of intent setting forth the proposed terms of the merger, including the principal financial terms.

On July 14, 2017, the IMB Board met, with the assistance of ProBank and outside legal counsel, to evaluate and discuss Glacier’s nonbinding proposal as well as the status of the discussions with and nonbinding proposal of Party B. As a result of the discussions, the IMB Board determined to invite the chief executive officers of both Glacier and Party B to meet with the IMB Board.

On July 18, 2017, representatives from Glacier and Davidson were invited to present their proposal to the IMB Board in Bozeman, Montana. Following that meeting, ProBank provided to Glacier supplemental information on and answered questions regarding IMB. Representatives of Party B were also invited on July 18, 2017, to present separately their proposal to the IMB Board in Bozeman, Montana. Following the meetings, the IMB Board instructed ProBank to request final indications of interest from both Glacier and Party B to be delivered.

On July 19, 2017, IMB formally engaged ProBank to provide financial advisory services to IMB in respect of the ongoing process.

On July 24, 2017, representatives from IMB, ProBank, Glacier and Davidson participated in a conference call to discuss IMB’syear-to-date financial and operating results, 2017 budget and 2018 and 2019 projections. Between July 7 and July 28, 2017 the parties toured Collegiate Bank’s locationsand their legal counsel and financial advisors negotiated several aspects of the term sheet, both financial andnon-financial.

On July 26, 2017, Party B delivered an updated nonbinding letter of intent setting forth its updated terms of a merger with Party B.

On July 28, 2017, Davidson, on behalf of Glacier, delivered an updated nonbinding letter of intent setting forth the updated terms of the Glacier merger.

On August 2, the IMB Board met with ProBank and legal counsel to discuss the two proposed letters of intent. On the direction of the IMB Board, ProBank presented a counter-proposal to Davidson asking for Glacier to improve its offer in order for IMB to move forward with Glacier on an exclusive basis. After several discussions and review of additional information, Glacier slightly modified and improved its offer and resubmitted its letter of intent on August 2, 2017.

After taking into account both offers, the IMB Board recognized that both were competitive, but determined that Glacier’s long-term stock and dividend performance and its community banking model were in the Denver areabest interests of its shareholders, and viewed various Collegiate Bank supported projectswould better serve its customers, employees and businesses. After the meetingcommunities in which IMB operates. Accordingly, the IMB Board decided to move forward with the offer from Glacier.

On August 3, 2017 IMB delivered a signed letter of intent to Glacier, executed a formal and market tour, the parties committedmutualnon-disclosure agreement and Glacier provided its due diligence request list to continue to explore a potential transaction.IMB.

Frommid-February tomid-MarchOn August 7, 2017, Glacier and its advisors were granted access to a virtual dataroomdata room that containednon-public financial and operational information regarding CCC.information.

On August 10, 2017, the IMB Board engaged special transactional legal counsel Holland & Hart LLP to represent IMB in connection with the negotiations of a definitive merger agreement consistent with the terms of the Glacier nonbinding letter of intent.

On September 19, 2017, the IMB Board appointed a negotiation committee with authority to negotiate the terms of a definitive merger agreement with Glacier, subject to the final review and, if appropriate, approval of the full IMB Board. Directors Robert Kamp, Bruce Gerlach and Michael Johnson were appointed to the negotiation committee.

Between August 3 and October 26, 2017, Glacier, IMB and their respective legal counsel and financial advisors conducted appropriate due diligence and drafted and negotiated the merger agreement and related ancillary agreements. Throughmid-March October 26, 2017, CCCIMB provided Glacier with supplemental information regarding the financial aspects of its business, its markets and its operations. No information or data was provided to Party B.

On March 6, 2017, CCC signed an engagement letter with Davidson to act as their financial advisor.

On March 9, 2017, Party B submitted a letter of interest setting forth the proposed terms of a merger, including the principal financial terms. On March 14,Through October 26, 2017, Glacier delivered aprovided IMB with information regarding, among other things, its employee benefit policies, its insurance policies and itsnon-bindingnon-competition letter of intent setting forth the proposed terms of the Merger, including the principal financial terms. On March 15, 2017, Davidson made a presentation to the CCC Board to review the current market conditions for bank mergersarrangements with its directors and acquisitions, bank market conditions and specific points of the proposals from Glacier and Party B.

Between March 14 and March 17, 2017, the parties, with assistance of their respective legal counsel and financial advisors, negotiated several aspects of the merger letter of intent, both financial andnon-financial, and on March 17, 2017, CCC delivered a signed letter of intent back to Glacier.

Between March 17 and June 5, 2017, Glacier and CCC conducted extensive and appropriate due diligence and, with the assistance of their respective legal counsel and financial advisors, negotiated the merger agreement and related ancillary agreements.executive officers. Glacier’s due diligence review included an extensivea loan due diligence review conducted by DLS Consulting and supported by Glacier’s Chief Credit Officer. In addition,Officer and a compliance review was conducted by Fortner, Baynes,Bayens, Levkulich & Garrison, PC,P.C. and was

supported by Glacier’s ChiefAudit and Compliance Officer. Director.

On May 9,August 22 and 23, 2017, Mr. Chesler, along with several senior executivesrepresentatives from Glacier and Davidson were accompanied on a due diligence trip by Mr. BoylesBruce Gerlach, Steve Wheeler, FSB’s President, and Mr. PerkinsMike Johnson, FSB’s Northern Market Manager, to review the branches of Collegiate BankFSB and its markets. Mr. Chesler, along with other Glacier representatives and a representative from Davidson, met with representatives from IMB and FSB to discuss the transaction and conduct due diligence interviews.

On March 31,September 27, 2017, Glacier signed an engagement letter with Keefe, Bruyette & Woods, Inc. (“KBW”)Davidson made a presentation to act as Glacier’s financial advisor.

On June 5, 2017, the Glacier board of directors of CCC,to discuss the potential transaction, the pro forma financial impact to Glacier, and the markets that IMB operates in.

On October 16, 2017, representatives from IMB, ProBank, Glacier and Davidson participated in a reverse due diligence conference call to provide information to IMB regarding Glacier and answer questions from IMB and ProBank.

On October 24, 2017, the IMB Board, together with CCC’sProBank and legal counsel, and representatives of Davidson, met to consider the negotiated proposed definitive merger agreement. At this meeting, DavidsonProBank reviewed the financial aspects of the proposed merger and rendered to the CCCIMB Board ana verbal opinion 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 as set forth in such opinion,ProBank, the merger consideration in the proposed merger with Glacier was fair, from a financial point of view, to the holders of CCCIMB common stock. Legal counsel then reviewed the specific terms of the merger agreement and the substantial process involved in negotiating its terms. Among other matters considered, the board of directors of CCCIMB Board reviewed the specific terms of the merger agreement, the form and value of the consideration to be received by CCCIMB shareholders, the price and historical performance of Glacier common stock and related dividend payouts, current market conditions including comparable bank merger and acquisition transactions, ancillary agreements for the employment of certain FSB employees following the merger, and the implications of the merger to CCC’sIMB’s employees, customers, and communities. After due consideration of these and other matters, and taking into consideration the board of directors of CCC unanimouslyfinancial fairness opinion delivered by ProBank, the IMB Board approved entering into the merger agreement.

On May 31 and June 5,October 25, 2017, the board of directors of Glacier, together with its legal counsel and representatives of KBW,Davidson, met to consider approval of the definitive merger agreement. The board of directors and KBW discussedDavidson presented updated pro forma financial aspects of the mergeranalyses and Glacier’s legal counsel presented a review of the key terms of the merger agreement and related ancillary agreements. Among other matters discussed, there was also discussion regardingthe board of directors and Glacier’s advisors discussed the results of due diligence reviews, the terms of the merger agreement and related ancillary agreements, key pricing metrics, the pro forma financial impact of the merger to Glacier’s shareholders, risks of the merger, and the timing and process for consummation of the merger, including the results of preliminary discussions with bank regulators. After due consideration of these and other matters, the board of directors of Glacier unanimously approved the merger agreement on June 5,October 25, 2017.

TheOn October 26, 2017, ProBank delivered to the IMB Board its written opinion 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 ProBank, the merger consideration in the proposed merger with Glacier was fair, from a financial point of view, to the holders of IMB common stock, and the parties executed the merger agreement and related ancillary agreements were executedagreements. After the close of business on June 6,October 26, 2017, and the parties issued a joint press release announcing the merger after the close of business that day.merger.

Reasons For The Merger – CCCIMB

At a board meeting held on June 5,October 24, 2017, the CCCIMB Board determined that the terms of the merger agreement were in the best interests of CCCIMB and its shareholders. In the course of reaching this determination and related decision to approve the merger agreement, the CCCIMB Board evaluated the merger and the merger agreement in consultation with the management of CCCIMB and CCC’sIMB’s financial advisor and legal counsel. In reaching its determination, the CCCIMB Board considered a number of factors. Such factors also constituted the reasons that the CCCIMB Board determined to approve the merger agreement and to

recommend that CCCIMB shareholders vote in favor of the merger agreement. Such reasons included the following:

The CCCIMB Board also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the merger agreement, including the following:

The foregoing discussion of the reasons that led the CCCIMB Board to approve the merger agreement and recommend that CCC’sIMB’s shareholders vote in favor of the merger agreement is not intended to be exhaustive but is believed to include all of the material reasons for the CCCIMB Board’s decision. In reaching its determination to approve and recommend the transaction, the CCCIMB Board based its recommendation on the totality of the information presented to it and did not assign any relative or specific weights to the reasons considered in reaching that determination. Individual directors may have given differing weights to different reasons. After deliberating with respect to the merger with Glacier, considering, among other things, the matters discussed above, the CCCIMB Board unanimously approved the merger agreement and the merger with Glacier as being in the best interests of CCCIMB and its shareholders.

Opinion of CCC’sIMB’s Financial Advisor

On March, 6,July 19, 2017, CCC entered intoIMB retained ProBank Austin to serve as exclusive financial advisor in connection with evaluating and implementing a potential transaction involving the sale or merger of the company. ProBank Austin is an engagement agreement with D.A. Davidson & Co. to render financial advisory and investment banking services to CCC. As partand consulting firm specializing in community bank mergers and acquisitions. IMB selected ProBank Austin as its financial advisor on the basis of its engagement, Davidson agreed to assist CCCexperience and expertise in analyzing, structuring, negotiatingrepresenting community banks in similar transactions and if appropriate, effectingits familiarity with IMB.

In its capacity as financial advisor, ProBank Austin provided a transaction between CCC and another corporation or business entity. Davidson also agreed to provide CCC’s Board with anfairness opinion as(the “ProBank Austin Opinion”) to the fairness,IMB Board in connection with the Merger. At the meeting of the IMB Board on October 24, 2017, ProBank Austin rendered its oral opinion (which was subsequently confirmed in writing by delivery of ProBank Austin’s written opinion dated October 26, 2017) that, based upon and subject to the various factors, assumptions and limitations set forth in such opinion, ProBank Austin representatives’ experience as investment bankers, ProBank Austin’s work as described in such opinion and other factors ProBank Austin deemed relevant, as of such date, the Merger Consideration set forth in the Agreement was fair, from a financial point of view, to the holdersshareholders of CCCIMB common stock,stock. The ProBank Austin written opinion, dated October 26, 2017, is sometimes referred to herein as the ProBank Austin Opinion.

The full text of the consideration inProBank Austin Opinion, which sets forth, among other things, the proposed merger. CCC engaged Davidson because Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with CCC 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 June, 5, 2017, the CCC 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 CCC Board that, as of such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken the consideration to be paid to the holders of the CCC common stock in the proposed merger was fair, from a financial point of view.

The full text of Davidson’s writtenrendering its opinion, dated June, 5, 2017, is attached asAppendix C to this joint proxy statement/prospectus and is incorporated herein by reference. The descriptionsummary of the opinionProBank Austin Opinion set forth herein is qualified in its entirety by reference to the full text of suchthe opinion. CCC’sIMB common shareholders are urged toshould read the opinion in its entirety.

Davidson’s opinion speaks only as of the datefull text of the opinion carefully and Davidson undertakes no obligationin its entirety. The ProBank Austin Opinion is addressed to revise or update its opinion. The opinionthe IMB Board, is directed only to the CCC Board and addresses only the fairness, from a financial point of view, of the consideration to be paidMerger Consideration to the holders of CCCIMB 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 CCC to engage in or proceed with the merger, (ii) the relative merits or effect of the merger as compared to any strategic alternatives or business strategies or combinations that may be or may have been available to or contemplated by CCC or CCC’s board of directors, or (iii) any legal, regulatory, accounting, tax or similar matters relating to CCC, 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. CCC and Glacier determined the consideration to be paid through the negotiation process. The opinion does not constitute a recommendation to any CCC shareholder as to how such shareholder should vote ator act on any matters relating to the CCC meetingMerger.

The ProBank Austin Opinion was reviewed and approved by the fairness opinion committee of ProBank Austin. ProBank Austin provided its oral opinion to the IMB Board on October 24, 2017 in connection with and for the mergerpurposes of the IMB Board’s evaluation of the Merger. ProBank Austin expressed no view or opinion as to any of the legal, accounting and tax matters relating to the Merger and any other transactions contemplated by the Agreement or any related matter. Theterms or other aspects of the Agreement or the Merger. ProBank Austin expressed no opinion doesas to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of IMB or as to the underlying decision by IMB to engage in the Merger or enter into the Agreement. ProBank Austin did not express any viewopinion as to the fairness of the amount or nature of the compensation to any of CCC’s or

Glacier’sbe received in the Merger by IMB officers, directors or employees, or any class of such persons, relative to the merger consideration. compensation to be received in the Merger by the holders of IMB common stock.

The description of the opinion set forth below is qualified in its entirety by reference to the opinion. You should consider the following when reading the discussion of ProBank Austin’s opinion in this document:

Davidson has reviewed

The preparation of a fairness opinion involves various determinations as to the registration statement on FormS-4most appropriate methods of financial analysis and the application of those methods to the particular circumstances. It is, therefore, not readily susceptible to partial analysis or summary description. In performing its analyses, ProBank Austin made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which this proxy statement/ prospectusare beyond the control of IMB and Glacier and may not be realized. Any estimates contained in ProBank Austin’s analyses are not necessarily predictive of future results or values, and may be significantly more or less favorable than the estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the prices at which the companies or their securities may actually be sold. Unless specifically noted, none of the analyses performed by ProBank Austin was assigned a greater significance by ProBank Austin than any other. The relative importance or weight given to these analyses is a part and consentednot affected by the order of the analyses or the corresponding results. The summaries of financial analyses include information presented in tabular format. The tables should be read together with the text of those summaries.

With respect to the inclusion of its opinion to the CCC Board as Appendix C to this proxy statement/prospectusprojections and to the references to Davidson and its opinion contained herein. A copy of the consent of Davidson is attached as Exhibit 23.4 to the registration statement on FormS-4.

In connection with rendering its opinion, Davidson reviewed, analyzed and relied upon material bearing upon the merger and the financial and operating condition of CCCestimates for IMB and Glacier, and the merger, including among other things, the following:

In arriving at its opinion, Davidson has assumed and relied upon the accuracy and completeness of all information supplied or otherwise made available to Davidson, discussed with or reviewed by or for Davidson, or publicly available, and Davidson has not assumed responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of CCC or Glacier, nor did Davidson make an independent appraisal or analysis of CCC or Glacier with respect to the merger. In addition, Davidson has not assumed any obligation to

conduct, nor has Davidson conducted any physical inspection of the properties or facilities of CCC or Glacier. Davidson has further relied on the assurancesjudgments of management of CCCthe future financial performance of IMB and Glacier, respectively, and ProBank Austin assumed that such performance would be achieved. ProBank Austin expresses no opinion as to such financial projections and estimates or the assumptions on which they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Davidson did not make an independent evaluation or appraisal of the specific assets or liabilities including the amount of any fair value adjustments per FASB 141(R). Davidson did not make an independent evaluation of the adequacy of the allowance for loan losses of CCC or Glacier nor has Davidson reviewed any individual credit files relating to CCC or Glacier. Davidson has assumed that the respective allowances for loan losses for both CCC and Glacier are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. Davidson hasbased. ProBank Austin also assumed that there has been no material change in CCC’sIMB’s or Glacier’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements providedmade available to Davidson. Davidson hasus. ProBank Austin assumed in all respects material to itsour analysis that CCCIMB and Glacier will remain as going concerns for all periods relevant to its analysis. Davidson has also assumed in all respects material to its analysisthe analyses, that all of the representations and warranties contained in the merger agreement and all related agreementsAgreement are true and correct, that each party to such agreementsthe Agreement will perform all of the covenants required to be performed by such party under such agreementsthe Agreement, and that the closing conditions precedent in the merger agreementAgreement are not waived. DavidsonFinally, ProBank Austin has relied upon the advice IMB has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Agreement.

ProBank Austin has relied, without independent verification, upon the accuracy and completeness of the information it reviewed for the purpose of rendering its opinion. ProBank Austin did not undertake any independent evaluation or appraisal of the assets and liabilities of IMB or Glacier, nor was it furnished with any appraisals. ProBank Austin has not reviewed any individual credit files of IMB or Glacier, and has assumed that IMB’s and Glacier’s allowances are, in the courseaggregate, adequate to cover inherent credit losses. ProBank Austin’s opinion is based on economic, market and other conditions existing on the date of obtainingits opinion. No limitations were imposed by IMB’s board or its management on ProBank Austin with respect to the necessaryinvestigations made or the procedures followed by ProBank Austin in rendering its opinion.

In rendering its opinion, ProBank Austin made the following assumptions:

In connection with its opinion, is necessarily based uponProBank Austin reviewed:

ProBank Austin also discussed with certain members of senior management of IMB the business, financial condition, results of operations and can be evaluated onprospects of IMB, including certain operating, regulatory and other financial matters. We held similar discussions with certain members of senior management of Glacier regarding the date the fairness opinion letter was delivered to CCC’s boardbusiness, financial condition, results of directors.operations and prospects of Glacier.

Set forth belowThe following is a summary of the material financialfactors considered and analyses performed by DavidsonProBank Austin in connection with rendering its opinion.opinion dated October 26, 2017. The summary of the analyses of Davidson set forth below isdoes not purport to be a complete description of the analysis underlying its opinion, andanalyses performed by ProBank Austin. Capitalized terms used herein without definition shall have the order in which these analyses are described below is not indicative of any relative weight or importancemeanings given to those analyses by Davidson. The following summaries of financial analyses include information presentedsuch terms 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 June, 2, 2017, the last trading day prior to the date on which Davidson delivered the fairness opinion letter to CCC’s board of directors, and is not necessarily indicative of market conditions after such date.Agreement.

Summary of ProposalFinancial Terms of Agreement.

Davidson reviewed theThe financial terms of the proposed transaction. As described inAgreement provide for Glacier to exchange 4,654,151 shares of its common stock for all of the merger agreement, CCC shareholders will receive a unit forcommon stock of IMB. Based on 203,763 shares of IMB common stock outstanding, each share of CCCIMB common stock outstanding consisting of (i) $34.4504 in cash and (ii) 3.7681will be converted into the right to receive 22.841 shares of Glacier common stock. The terms and conditionsstock, subject to certain adjustments.

In addition, IMB shareholders may be entitled to a special dividend immediately prior to the closing of the merger are more fully describedMerger in an amount equal to the merger agreement. For purposespositive difference, if any, between IMB Closing Capital and the Closing Capital Requirement of $73.5 million. IMB Closing Capital will be based on IMB’s shareholders’ equity under generally accepted accounting principles, net of goodwill and other intangible assets, as adjusted by certain items. Factors that will impact IMB Closing Capital include operating

income from July 1, 2017 to the closing, normal tax distribution dividends in accordance with past practice, changes in accumulated other comprehensive income from July 1, 2017 to the closing, and certain Transaction Related Expenses. The amount of the financial analyses described below,possible special dividend cannot be calculated with a high degree of certainty at this time, and is based in part on factors outside the control of IMB.

The Agreement provides a termination right to IMB under certain circumstances if the Glacier Average Closing Price is less than $28.07 per share unless Glacier agrees to increase the Merger Consideration to $130,642,019 through the issuance of more common shares or payment of cash consideration. Alternatively, the Agreement provides a termination right to Glacier under certain circumstances if the Glacier Average Closing Price is greater than $42.11 per share unless IMB agrees to accept a reduction in Total Stock Consideration through the issuance of fewer shares such that the value of the Merger Consideration is $195,986,299.

Based on 203,763 shares of IMB outstanding common stock, the implied exchange ratio of 22.841 and Glacier’s closing price of Glacier common stock$37.26 on June 2,October 26, 2017, of $32.92, the consideration represented aimplied value of $158.50the Merger Consideration was $173.4 million in the aggregate or $851.06 per share. In addition, IMB shareholders may receive a special cash dividend immediately prior to the closing of the Merger. Based solely on the value of the Per Share Stock Consideration, and giving no credit to any possible special cash dividend, the implied transaction value of $173.4 million or $851.06 per share of CCC common stock. Based upon financial information as of or for the twelve month period ended March 31, 2017, Davidson calculated the following transaction ratios:

Transaction Ratios
		Aggregate		Per Share
Transaction Price / Last Twelve Months Net Income		15.0x		14.6x
Transaction Price / Tangible Book Value		197.8%		193.1%
Transaction Price / Tangible Book Value (To be Delivered)		204.7%		199.8%
Tangible Book Premium / Core Deposits (1)		11.0%		–

Stock Trading History of Glacier

Davidson reviewed the history of the reported trading prices and volume of Glacier common stock and the relationship between the movements in the prices Glacier common stock to movements in certain stock indices, including the Standard & Poor’s 500 Index, the SNL Bank Index and the Russell 2000 Index.represents:

Contribution AnalysisIMB Peer Analysis.

Davidson analyzed the relative contribution of CCC and Glacier to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) net income available for common shareholders during the preceding twelve months ended December 31, 2016; (ii) total assets at December 31, 2016; (iii) gross loans at December 31, 2016; (iv) total deposits at December 31, 2016; (v) tangible common equity at December 31, 2016. The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed merger. The ProBank Austin compared selected results of this analysis are summarized in the table below:

Contribution Analysis
		CCC Contribution to Glacier
2016 Net Income		3.7%
Total Assets		4.3%
Gross Loans Incl. Loans HFS		5.0%
Total Deposits		4.7%
Tangible Common Equity		3.6%
Pro Forma Ownership (Current Consideration)		2.2%
Pro Forma Ownership (Hypothetical 100% Stock Transaction)		2.7%

Note: Pro forma contribution does not include any purchase accounting or merger adjustments

CCC Comparable Companies Analysis

Davidson used publicly available informationFirst Security Bank’s operating performance to comparethat of 17 selected financial and market trading information for CCC and a group of 11 financial institutions selected by Davidson which: (i) werecommercial banks with common stock listed on the NASDAQ, NYSE orover-the-counter markets (OTC); (ii) were headquartered in Arizona, Colorado, Iowa, Kansas, Missouri, Montana, Nebraska, Oklahoma, UtahIdaho, Wyoming, North Dakota and Wyoming; and (iii) hadSouth Dakota with total assets between $400.0$700 million and $1.5 billion; The 11billion. In addition, the selected peer banks were not part of a larger multi-bank holding company organization (ProBank Austin excluded any bank from the peer analysis that is a subsidiary of a bank holding company with more than $2.5 billion in consolidated assets). ProBank Austin considered this group of financial institutions were as follows:comparable to First Security Bank on the basis of asset size and geographic location.

Does not reflect impact from pending acquisitions or acquisitions closed after June 2, 2017

The analysis compared publicly available financial and market trading information for CCC and the data for the 11 financial institutions identified above as of and for the three-month period ended March 31, 2017. The table below compares the data for CCC and the data for the 11 financial institutions identified above, with pricing data as of June 2, 2017.

Glacier Comparable Companies Analysis

Davidson used publicly available information to compare selected financial and market trading information for Glacier and aThis peer group of 13 financial institutions selected by Davidson which: (i) were banks with common stock listed on NASDAQ or NYSE; (ii) were headquartered in Arizona, Colorado,

Iowa, Idaho, Minnesota, Missouri, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming; and (iii) had total assets between $5.0 billion and $25.0 billion. These 13 financial institutions were as follows:

Does not reflect impact from pending acquisitions or acquisitions closed after June 2, 2017

The analysis compared publicly available financial and market trading information for Glacier and the data for the 13 financial institutions identified above as of and for the three-month period ended March 31, 2017. The table below compares the data for Glacier and the data for the comparable companies, with pricing data as of June 2, 2017. The 2017 and 2018 Earnings Per Share estimates used in the table below were based on average FactSet Research Systems, Inc. consensus earnings estimates for Glacier and the 13 financial institutions identified above.

Precedent Transactions Analysis

Davidson reviewed three sets of comparable merger and acquisition transactions. The sets of mergers and acquisitions included: (1) “Western U.S. Transactions,” (2) “Nationwide High-Performing Transactions,” and (3) “Nationwide Post Election Transactions”.

“Western U.S. Transactions,” included 11 transactions where:

“Nationwide High-Performing Transactions” included 15 transactions where:

“Nationwide Post Election Transactions” included 20 transactions where:

The following tables sets forth the transactions included in “Western U.S. Transactions,” “Nationwide High-Performing Transactions,” and “Nationwide Post Election Transactions,” and are sorted by announcement date:

Western U.S. Transactionsbanks:

ProBank Austin noted the following selected financial measures for the peer group as compared to First Security Bank:

YTD =Year-to-Date

PTPP =Pre-TaxPre-Provision = Net Interest Income (FTE) + Noninterest Income - Noninterest Expense

FTE =fully-tax equivalent

Return on Average Assets = ROAA

Return on Average Equity = ROAE

NPAs = Nonperforming assets, defined as loans 90 or more days past due, nonaccrual loans, and Other Real Estate Owned. Restructured loans are not included.

This comparison indicated that First Security Bank was between the 25^th percentile and median of the peer group in terms of ROAA, ROAE and PTPP earnings to average assets. First Security Bank’s nonperforming asset levels were between the median and the 75^th percentile of the peer group. First Security Bank’s Tier 1 leverage ratio was between the 25^th percentile and median of the peer group, while its total risk-based capital ratio was between the median and 75^th percentile of the peer group.

Comparable Transaction Analysis.ProBank Austin compared the financial performance of certain selling institutions and the prices paid in selected transactions to IMB’s financial performance and the implied transaction multiples being paid by Glacier for IMB. Specifically, ProBank Austin reviewed certain information relating to select bank and thrift transactions in the nation between November 9, 2016 and October 26, 2017 (with seller’s assets between $750 million and $3 billion and last twelve-months return on average equity greater than 5.00 percent). Twenty-eight (28) transactions were included in this group based on the selected criterion. The following lists the transactions reviewed by ProBank Austin:

Guideline M&A Transactions

Buyer Name		State		Seller Name		State		Announced Date
Home BancShares Inc.		AR		Stonegate Bank		FL		03/27/17
First Merchants Corp.		IN		Independent Alliance Banks		IN		02/17/17
Heartland Financial USA Inc.		IA		Citywide Banks of Colorado		CO		02/13/17
FB Financial Corp		TN		American City Bk/Clayton Bk		TN		02/08/17
First Busey Corp.		IL		First Community Finl Partners		IL		02/06/17
Bryn Mawr Bank Corp.		PA		Royal Bancshares of PA		PA		01/31/17
Midland States Bancorp Inc.		IL		Centrue Financial Corporation		IL		01/26/17
Simmons First National Corp.		AR		First Texas BHC Inc.		TX		01/23/17
Renasant Corp.		MS		Metropolitan BancGroup Inc.		MS		01/17/17
Columbia Banking System		WA		Pacific Continental Corp.		OR		01/09/17
Veritex Holdings Inc.		TX		Sovereign Bancshares Inc.		TX		12/14/16
Simmons First National Corp.		AR		Southwest Bancorp Inc.		OK		12/14/16
Pacific Premier Bancorp		CA		Heritage Oaks Bancorp		CA		12/13/16
Southern National Bncp of VA		VA		Eastern Virginia Bankshares		VA		12/13/16
CenterState Banks		FL		Gateway Finl Hldgs of FL Inc.		FL		11/30/16
Independent Bk Group Inc.		TX		Carlile Bancshares Inc.		TX		11/21/16

The following table highlights the median results of the guideline M&A transactions:

LTM = Last twelve month

Note: M&A Guideline transactions financial performance based on most recent12-month data.

The median last twelve month ROAA ratio of the selling banks in the guideline transactions was 0.93 percent compared to 0.93 percent for IMB. IMB’s ROAE of 10.23 percent was higher than the peer median of 8.66 percent. The median nonperforming assets (“NPA”) to assets ratio measured 0.70 percent for the guideline transaction group which was higher than 0.48 percent for IMB. The indicated price to tangible book ratio being paid by Glacier for IMB of 231 percent is higher than the median price to tangible book ratio of 196 percent for the guideline transactions. The impliedprice-to-earnings multiple for the IMB transaction with Glacier of 18.9 times was lower than the median multiple of 21.8 times.