EVP - Guaranty Bank & Trust Lower Harold E. Ii returned 42,588 shares to the company, closing all direct ownership in the company (SEC Form 4)
$GNTY
Major Banks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GUARANTY BANCSHARES INC /TX/ [ GNTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/01/2025 | D | 11,809 | D | (1) | 0 | D | |||
| Common Stock | 10/01/2025 | D | 30,779 | D | (2) | 0 | I | By Reporting Owner IRA | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $27.47(3) | 10/01/2025 | D | 5,229(3) | (4) | 04/30/2029 | Common Stock | 5,229 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $23.47(3) | 10/01/2025 | D | 1,380(3) | (5) | 06/01/2027 | Common Stock | 1,320 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $27.6(3) | 10/01/2025 | D | 3,137(3) | (6) | 08/31/2033 | Common Stock | 3,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Plan and Agreement of Merger, dated as of June 24, 2025, by and among, Guaranty Bancshares, Inc., Guaranty Bank & Trust, N.A., Glacier Bancorp, Inc. ("Glacier"), and Glacier Bank (the "Merger Agreement") in exchange for 11,809 shares of Glacier common stock having a market value of $48.75 per share on the effective date of the merger. |
| 2. Disposed of pursuant to the Merger Agreement in exchange for 30,779 shares of Glacier common stock having a market value of $48.75 per share on the effective date of the merger. |
| 3. Adjusted to reflect the payment by Guaranty Bancshares, Inc. on September 23, 2025 of a special cash dividend on its common stock in the amount of $2.30 per share of common stock. |
| 4. This option, which provided for vesting in five equal annual installments beginning April 30, 2024, became fully vested in connection with the merger and was assumed by Glacier in the merger and replaced with an option to purchase 5,229 shares of Glacier common stock for $27.47 per share. |
| 5. This option, which provided for vesting in five equal annual installments beginning June 1, 2017, was assumed by Glacier in the merger and replaced with an option to purchase 1,380 shares of Glacier common stock for $23.47 per share. |
| 6. This option, which provided for vesting in five equal annual installments beginning August 31, 2023, became fully vested in connection with the merger and was assumed by Glacier in the merger and replaced with an option to purchase 3,137 shares of Glacier common stock for $27.60 per share. |
| /s/ Shalene A. Jacobson, as attorney-in-fact | 10/02/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||