Guaranty Bancshares Inc.

10/02/2025 | Press release | Distributed by Public on 10/02/2025 15:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Brown William Travis
2. Issuer Name and Ticker or Trading Symbol
GUARANTY BANCSHARES INC /TX/ [GNTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SEVP - Chief Lending Officer
(Last) (First) (Middle)
C/O GUARANTY BANCSHARES, INC., 201 SOUTH JEFFERSON AVE.
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
(Street)
MOUNT PLEASANT, TX 75455
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 7,029 D (1) 0 I By Issuer KSOP
Common Stock 10/01/2025 D 615 D (2) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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) $26.65(3) 10/01/2025 D 2,614(3) (4) 08/22/2027 Common Stock 2,614 (4) 0 D
Stock Option (right to buy) $31.64(3) 10/01/2025 D 5,229(3) (5) 08/02/2031 Common Stock 5,229 (5) 0 D
Stock Option (right to buy) $27.6(3) 10/01/2025 D 3,137(3) (6) 08/31/2033 Common Stock 3,137 (6) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown William Travis
C/O GUARANTY BANCSHARES, INC.
201 SOUTH JEFFERSON AVE.
MOUNT PLEASANT, TX 75455
SEVP - Chief Lending Officer

Signatures

/s/ Shalene A. Jacobson, as attorney-in-fact 10/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 7,029 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 615 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 August 22, 2017, became fully vested in connection with the merger and was assumed by Glacier in the merger and replaced with an option to purchase 2,614 shares of Glacier common stock for $26.65 per share.
(5) This option, which provided for vesting in five equal annual installments beginning August 2, 2021, 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 $31.64 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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