Guaranty Bancshares Files 8-K: Other Events

TL;DR

Guaranty Bancshares filed an 8-K for 'Other Events' on 9/8/25 - details TBD.

AI Summary

Guaranty Bancshares, Inc. (TX) filed an 8-K on September 8, 2025, reporting "Other Events." The filing does not contain specific details about the nature of these events, dollar amounts, or definitive dates beyond the filing date itself.

Why It Matters

This filing indicates a material event has occurred for Guaranty Bancshares, Inc., requiring disclosure to investors, though the specifics are not yet detailed.

Risk Assessment

Risk Level: medium — The filing is for 'Other Events' without immediate specifics, creating uncertainty for investors until further details are disclosed.

Key Players & Entities

• GUARANTY BANCSHARES, INC. (company) — Registrant
• September 8, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock, par value $1.00 per share GNTY New York Stock Excha
• $525 m — s of a proposed all-cash transaction of $525 million, inclusive of Guaranty stock opti
• $537 m — posed total deal value of approximately $537 million, using assumptions in effect at t
• $292 million — consolidated tangible common equity of $292 million at March 31, 2025, plus the amount of c
• $6.8 million — currently estimated to be approximately $6.8 million , $650,000 of which became payable to K
• $650,000 — ated to be approximately $6.8 million , $650,000 of which became payable to KBW with the

Filing Documents

• gnty-20250908.htm (8-K) — 107KB
• 0000950170-25-113569.txt ( ) — 225KB
• gnty-20250908.xsd (EX-101.SCH) — 28KB
• gnty-20250908_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events. As previously announced, on June 24, 2025, Guaranty Bancshares, Inc., a Texas corporation ("Guaranty" or the "Company") and its wholly owned subsidiary, Guaranty Bank & Trust, N.A., a national banking association ("Guaranty Bank"), entered into a Plan and Agreement of Merger (the "Merger Agreement") with Glacier Bancorp, Inc., a Montana corporation ("Glacier"), and its wholly owned subsidiary, Glacier Bank, a Montana state-chartered bank., pursuant to which (i) Guaranty will merge with and into Glacier (the "Merger"), with Glacier as the surviving entity, and immediately thereafter, Guaranty Bank will merge with and into Glacier Bank, with Glacier Bank surviving as a wholly owned subsidiary of Glacier (collectively, the "Proposed Transaction"). In connection with the Proposed Transaction, Glacier filed with the Securities and Exchange Commission (the "SEC") on August 1, 2025, a registration statement on Form S-4, File No. 333-289156 (the "S-4 Registration Statement"), as amended on August 12, 2025, and which was declared effective by the SEC on August 14, 2025, containing a preliminary prospectus of Glacier that also constitutes a preliminary proxy statement of Guaranty, and Guaranty filed a definitive proxy statement and Glacier filed a final prospectus with the SEC, dated August 14, 2025 (the "proxy statement/prospectus"), with respect to the special meeting of Guaranty shareholders scheduled to be held on September 17, 2025. Guaranty first mailed the proxy statement/prospectus to its shareholders on or about August 15, 2025. In connection with the Proposed Transaction, from August 5, 2025, to September 5, 2025, Guaranty received seven demand letters from purported Guaranty shareholders ("Demand Letters") alleging that the proxy statement/prospectus omits material information in violation of federal securities laws and state law disclosure requirements and demanding that Guaranty and Glacier provide additional disclosures in an amend

Forward-Looking Statements

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 the Company and Glacier, 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 the Company's 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 the Company and Glacier operate; uncertainties regarding the ability of Glacier Bank and the Bank 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

SIGNATURES

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: September 8, 2025 GUARANTY BANCSHARES, INC. By: /s/ Tyson T. Abston Name: Tyson T. Abston Title: Chairman of the Board and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR