[8-K] Guaranty Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

Guaranty Bancshares (GNTY) has announced a significant merger agreement with Glacier Bancorp (GBCI) on June 24, 2025. Under the agreement, GNTY will merge into GBCI, with GBCI surviving as the parent company. Subsequently, Guaranty Bank & Trust will merge into Glacier Bank, becoming a wholly-owned subsidiary of GBCI.

Key aspects of the disclosure include:

• The merger is subject to regulatory approvals, shareholder consent, and other closing conditions
• GBCI will file a Form S-4 Registration Statement containing the merger details and proxy materials
• Both companies will solicit shareholder proxies for transaction approval
• The filing includes forward-looking statements addressing potential risks such as regulatory delays, integration challenges, and market condition impacts

The company has furnished three exhibits with the filing: a joint press release, a local press release, and employee FAQs regarding the merger. This strategic transaction represents a significant development for both banking institutions and their stakeholders.

Positive

• Guaranty Bancshares (GNTY) is being acquired by Glacier Bancorp (GBCI) through a merger agreement signed on June 24, 2025
• The merger will integrate Guaranty Bank & Trust into Glacier Bank's existing division structure, potentially creating operational synergies
• The transaction represents a strategic expansion opportunity as it combines GNTY's Texas presence with GBCI's operations

Negative

• Integration risks exist regarding the ability to promptly and effectively combine the two banks' operations
• Potential disruption to business operations and customer relationships during the merger transition period
• Risk of employee uncertainty and potential talent loss during integration, as evidenced by the need for Employee FAQs
• Transaction is subject to regulatory and shareholder approvals, which could delay or prevent closing

GUARANTY BANCSHARES INC /TX/ false 0001058867 0001058867 2025-06-24 2025-06-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

June 24, 2025

GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas		001-38087		75-1656431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
16475 Dallas Parkway, Suite 600 Addison, Texas				75001
(Address of principal executive offices)				(Zip Code)

(888) 572-9881

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $1.00 per share		GNTY		New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On June 24, 2025, Guaranty Bancshares, Inc., a Texas corporation (“GNTY”) and Glacier Bancorp, Inc., a Montana corporation (“GBCI”), issued a joint press release announcing the signing of the Merger Agreement (as defined below). A copy of the joint press release is furnished as Exhibit 99.1 and incorporated by reference herein.

On June 24, 2025, GNTY issued a local press release announcing the signing of the Merger Agreement. A copy of the local press release is furnished as Exhibit 99.2 and incorporated by reference herein.

In connection with the announcement of the Merger Agreement, GNTY sent a written communication to employees of Guaranty Bank (as defined below), which is furnished as Exhibit 99.3 and incorporated by reference herein.

The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of GNTY under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events.

On June 24, 2025, GNTY and its wholly owned subsidiary, Guaranty Bank & Trust, N.A. (“Guaranty Bank”), entered into a Plan and Agreement of Merger (the “Merger Agreement”), with GBCI and its wholly owned subsidiary, Glacier Bank, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, GNTY will merge with and into GBCI (the “Merger”), with GBCI surviving the Merger. Immediately thereafter, Guaranty Bank will merge with and into Glacier Bank, with Glacier Bank surviving as a wholly owned subsidiary of GBCI.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “estimate,” “anticipate,” “expect,” “will,” and similar references to future periods. Such forward-looking statements include but are not limited to statements regarding the expected closing of the transaction and its timing and the potential benefits of the business combination transaction involving GNTY and GBCI, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts regarding either company or the proposed combination of the companies. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, that may cause actual results or events to differ materially from those projected, including but not limited to the following: risks that the proposed merger transaction will not close when expected or at all because required regulatory, shareholder or other approvals or conditions to closing are delayed or not received or satisfied on a timely basis or at all; risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which GNTY and GBCI operate; uncertainties regarding the ability of Glacier Bank and Guaranty Bank & Trust, N.A. to promptly and effectively integrate their businesses, including into Glacier Bank’s existing division structure; changes in business and operational strategies that may occur between signing and closing; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and contractual counterparties; and risks relating to the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. GNTY undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report. For more information, see the risk factors described in GNTY’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) from time to time.

No Offer or Solicitation

This report is being filed in respect of the proposed merger transaction involving GNTY and GBCI. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed merger transaction, GBCI expects to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will include a Preliminary Proxy Statement of GNTY and a Preliminary Prospectus of GBCI, as well as other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, GNTY will mail a Definitive Proxy Statement/Prospectus to its shareholders. This communication is not a substitute for the Proxy Statement/Prospectus or Registration Statement or for any other document that GNTY or GBCI may file with the SEC and send to GNTY’s shareholders in connection with the proposed merger transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND ACCOMPANYING PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Free copies of the Registration Statement and Proxy Statement/Prospectus (when available), as well as other filings containing information about GNTY, GBCI and the proposed transaction, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain the documents filed with the SEC by GNTY, free of charge, in the “Investors” section of GNTY’s website, www.gnty.com, under the heading “Financial Information - SEC Filings” or by requesting them in writing or by telephone from GNTY at: Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, ATTN: Corporate Secretary; Telephone (888) 572-9881, and will be able to obtain the documents filed with the SEC by GBCI, free of charge, at www.glacierbancorp.com under the tab “SEC Filings” or by requesting them in writing or by telephone from GBCI at: Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901, ATTN: Corporate Secretary; Telephone (406) 751-7706.

Participants in the Solicitation

GNTY and GBCI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of GNTY in connection with the proposed merger transaction. Information about the directors and executive officers of GNTY is set forth in the proxy statement for GNTY’s 2025 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 31, 2025. Information about the directors and executive officers of GBCI is set forth in the proxy statement for GBCI’s 2025 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 12, 2025. Additional information regarding the interests of those participants and other persons who may be deemed participants may be obtained by reading the Proxy Statement/Prospectus included in the Registration Statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available. Copies of these documents may be obtained free of charge from the sources described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Joint Press Release dated June 24, 2025
99.2		Local Press Release dated June 24, 2025
99.3		Guaranty Bank & Trust Employee FAQs
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

Dated:		June 24, 2025
		GUARANTY BANCSHARES, INC.
By:		/s/ Tyson T. Abston
Name:		Tyson T. Abston
Title:		Chairman of the Board and Chief Executive Officer

FAQ

What is the merger agreement between GNTY and GBCI announced on June 24, 2025?

Guaranty Bancshares, Inc. (GNTY) announced it will merge with Glacier Bancorp, Inc. (GBCI), with GBCI surviving the merger. Additionally, GNTY's subsidiary Guaranty Bank & Trust, N.A. will merge with Glacier Bank, becoming a wholly owned subsidiary of GBCI.

What regulatory approvals are needed for the GNTY-GBCI merger to close?

The merger requires several key approvals including: regulatory approvals, shareholder approvals, and satisfaction of other closing conditions. GBCI will file a Registration Statement on Form S-4 with the SEC, and GNTY shareholders will need to vote on the merger through a proxy statement/prospectus process.

Where can GNTY shareholders find more information about the merger with GBCI?

Shareholders can access merger documents through: 1) The SEC's website (www.sec.gov), 2) GNTY's website (www.gnty.com) under 'Investors' section and 'Financial Information - SEC Filings', or 3) By contacting GNTY directly at their Addison, Texas office (888-572-9881).

What are the potential risks disclosed for the GNTY-GBCI merger?

Key risks disclosed include: 1) Potential delays or failure to receive required regulatory, shareholder, or other approvals, 2) Benefits may not be fully realized or may take longer than expected, 3) Challenges in integrating the businesses into Glacier Bank's structure, 4) Possible adverse reactions from customers, employees, and business partners, and 5) Market and economic condition changes affecting the merger.