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WESTAMERICA BANCORPORATION

For the period ended Mar 13, 2026. Filed Mar 13, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 13, 2026 · Filed Mar 13, 2026

Use the contents to explore the available documents and sections.

WABC$59.84+0.1%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Westamerica Bancorporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

**1108 Fifth Avenue

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Westamerica Bancorporation. It will be held at10:00 a.m. Pacific Time on Thursday, April 23, 2026, at Westamerica Bancorporation, 4550 Mangels Blvd., Fairfield, California as stated in the formal notice accompanying this letter. We hope you will plan to attend.

At the Annual Meeting, the shareholders will be asked to (i) elect eight directors; (ii) approve a non-binding advisory vote on the compensation of our named executive officers; (iii) ratify the selection of the independent auditor; and (iv) conduct other business that may properly come before the Annual Meeting.

In order to ensure your shares are voted at the Annual Meeting, you can vote through the internet, by telephone or by mail. Instructions regarding internet and telephone voting are included on the Proxy Card. If you elect to vote by mail, please sign, date and return the Proxy Card in the accompanying postage-paid envelope. The Proxy Statement explains more about voting in the section entitled “Voting Information – How You Can Vote.”

We look forward to seeing you at the Annual Meeting.

Sincerely,

David L. Payne

Chairman of the Board, President

and Chief Executive Officer

WESTAMERICA BANCORPORATION

1108 Fifth Avenue

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:Thursday, April 23, 2026
Time:10:00 a.m. Pacific Time
Place:Westamerica Bancorporation, 4550 Mangels Blvd., Fairfield, California.

Items of Business

1.Elect eight directors to serve until the 2027 Annual Meeting of Shareholders;
2.Approve a non-binding advisory vote on the compensation of our named executive officers;
3.Ratify selection of independent auditor; and
4.Conduct other business that may properly come before the Annual Meeting and any adjournments or postponements.

Management’s eight nominees are listed and described in the attached proxy statement.

Who Can Vote?

Shareholders of record at the close of business on March 4, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof.

Admission to the Annual Meeting

No ticket will be necessary for admission to the Annual Meeting. However, to facilitate the admission process, shareholders of record planning to attend the Annual Meeting should check the appropriate box on the Proxy Card. Your name will be added to a list of attendees. If you hold shares through an intermediary, such as a bank or broker, you may need to register at the desk in the lobby. Please bring the following as evidence of ownership: 1) a legal proxy, or your brokerage statement dated on or after March 4, 2026, evidencing your ownership on March 4, 2026, the record date; and 2) photo identification.

Annual Report

Westamerica Bancorporation’s Annual Report on Form 10-K (“Annual Report”) to shareholders for the fiscal year ended December 31, 2025 is enclosed or is available for viewing as indicated on the Shareholder Meeting Notice and on the Company’s website at: www.westamerica.com, under “Shareholders.” The Annual Report contains financial and other information about the activities of Westamerica Bancorporation, but does not constitute a part of the proxy soliciting materials.

BY ORDER OF THE BOARD OF DIRECTORS
Kris Irvine
March 13, 2026VP/Corporate Secretary

Important notice regarding the availability of proxy materials for the shareholder meeting being held on

Thursday, April 23, 2026:

**The Proxy Statement and the Annual Report on Form 10-K are available at:**www.westamerica.com.

YOUR VOTE IS IMPORTANT PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY, OR VOTE BY TELEPHONE OR ONLINE USING THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT.

TABLE OF CONTENTS

GENERAL1
Voting Information1
Additional Information3
Stock Ownership4
Insider Trading and Anti-Hedging/Anti-Pledging Policy5
PROPOSAL 1: ELECTION OF DIRECTORS6
Board of Directors6
Nominees6
Name of Nominees, Principal Occupations, and Qualifications6
Board of Directors and Committees10
Director Compensation14
Director Compensation Table for Fiscal Year 202514
EXECUTIVE COMPENSATION15
Executive Officers15
Compensation Discussion and Analysis15
Employee Benefits Compensation Committee Report26
Compensation Committee Interlocks and Insider Participation26
Summary Compensation27
Summary Compensation Table for Fiscal Year 202527
Pay Versus Performance28
Grants of Plan-Based Awards Table for Fiscal Year 202533
Outstanding Equity Awards Table at Fiscal Year End 202534
Option Exercises and Stock Vested Table for Fiscal Year 202535
Pension Benefits Table for Fiscal Year 202535
Nonqualified Deferred Compensation Table for Fiscal Year 202535
Potential Payments Upon Termination or Change in Control36
Certain Relationships and Related Party Transactions37
PROPOSAL 2: APPROVE A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS38
PROPOSAL 3: RATIFY SELECTION OF INDEPENDENT AUDITOR39
AUDIT COMMITTEE REPORT40
SHAREHOLDER PROPOSAL GUIDELINES41
SHAREHOLDER COMMUNICATION TO BOARD OF DIRECTORS41
OTHER MATTERS42
EXHIBIT A – AUDIT COMMITTEE CHARTERA-1
EXHIBIT B – EMPLOYEE BENEFITS / COMPENSATION COMMITTEE CHARTERB-1

WESTAMERICA BANCORPORATION

1108 Fifth Avenue

PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.