[8-K] Glacier Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

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

Key aspects of the transaction include:

• The merger is subject to regulatory approvals, shareholder consent, and other customary closing conditions
• GBCI will file a Registration Statement on Form S-4 containing the merger details and proxy materials
• Both companies will hold shareholder meetings to approve the transaction

The filing includes forward-looking statements addressing potential risks such as regulatory delays, integration challenges, and market condition changes that could affect the merger's success. The companies have also announced plans to share an investor presentation detailing the proposed transaction benefits and strategic rationale.

Positive

• Strategic merger announced between Glacier Bancorp (GBCI) and Guaranty Bancshares (GNTY), expanding GBCI's market presence into Texas
• The merger will result in Guaranty Bank & Trust merging into Glacier Bank as a wholly-owned subsidiary, strengthening GBCI's banking operations
• The transaction structure appears to be a stock-based merger, which can be more capital-efficient than cash acquisitions

Negative

• Integration risks highlighted, including potential challenges in combining business operations and incorporating Guaranty Bank into Glacier's division structure
• Possible customer and employee retention risks during the merger transition period
• Transaction closing is subject to regulatory and shareholder approvals, which could delay or prevent completion
• Management attention may be diverted from regular business operations due to merger-related issues

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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

____________________________________________________________

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________

Montana			000-18911			81-0519541
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

49 Commons Loop,			Kalispell,			Montana			59901
(Address of principal executive offices)									(Zip Code)

(406)									756-4200
(Registrant’s telephone number, including area code)

____________________________________________________________

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:

☒ 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(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			GBCI			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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, Glacier Bancorp, Inc., a Montana corporation (“GBCI”), and Guaranty Bancshares, Inc., a Texas corporation (“GNTY”), issued a joint press release announcing the signing of the Merger Agreement (as defined below). A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated June 24, 2025, that will be used by GBCI in its presentations to investors and analysts regarding the proposed transaction.

The information included or incorporated by reference into this Item 7.01, including Exhibits 99.1 and 99.2, 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 GBCI under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01. Other Events.

On June 24, 2025, GBCI and its wholly owned subsidiary, Glacier Bank, entered into a Plan and Agreement of Merger (the “Merger Agreement”) with GNTY and its wholly owned subsidiary, Guaranty Bank & Trust, N.A. (“Guaranty 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 as the surviving corporation in 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 GBCI and GNTY, 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 GBCI and GNTY 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. GBCI 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 GBCI’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 GBCI and GNTY. 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, 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 GBCI or GNTY may file with the SEC and send to GNTY’s shareholders in connection with the proposed merger transaction. Shareholders of GNTY 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 Proxy Statement/Prospectus included in the Registration Statement, as well as other filings containing information about GBCI, GNTY, and the proposed transaction, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from GBCI at www.glacierbancorp.com under the tab “SEC Filings” and 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 GBCI at: Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901, ATTN: Corporate Secretary; Telephone (406) 751-7706 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.

Participants in the Solicitation

GBCI and GNTY 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 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. 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. 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

99.1 Press Release dated June 24, 2025

99.2 Investor Presentation dated June 24, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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			GLACIER BANCORP, INC.
						/s/ Randall M. Chesler
						By:			Randall M. Chesler
									President and Chief Executive Officer

FAQ

What company is GBCI (Glacier Bancorp) acquiring in its latest merger announcement?

According to the 8-K filed on June 24, 2025, Glacier Bancorp (GBCI) is acquiring Guaranty Bancshares, Inc. (GNTY), a Texas corporation. The merger agreement involves GNTY merging with and into GBCI, with GBCI as the surviving corporation. Additionally, Guaranty Bank & Trust, N.A. will merge with Glacier Bank.

When did GBCI announce the Guaranty Bancshares merger and when will it close?

GBCI announced the merger through an 8-K filing on June 24, 2025. The exact closing date is not specified in the filing, as it is subject to various conditions including required regulatory approvals, shareholder approvals, and other closing conditions being satisfied or waived.

What regulatory approvals does GBCI need for the Guaranty Bancshares merger?

The filing indicates that the merger requires several key approvals, including: regulatory approvals, GNTY shareholder approval, and SEC registration requirements. GBCI will need to file a Registration Statement on Form S-4 with the SEC that will include a Preliminary Proxy Statement of GNTY and a Preliminary Prospectus of GBCI before the merger can proceed.

What are the main risks GBCI disclosed about the Guaranty Bancshares merger?

GBCI disclosed several key risks including: 1) potential delays or failure to receive required regulatory, shareholder, or other approvals, 2) risks that benefits may not be fully realized or may take longer than expected due to economic conditions and market changes, 3) uncertainties regarding the integration of the businesses into Glacier Bank's existing structure, and 4) potential negative reactions from customers, employees, and business partners.

Where can investors find additional information about GBCI's merger with Guaranty Bancshares?

Investors can access additional information about the merger through: 1) the SEC's website (www.sec.gov), 2) GBCI's website (www.glacierbancorp.com) under 'SEC Filings', 3) GNTY's website (www.gnty.com) under 'Financial Information - SEC Filings', or 4) by contacting GBCI directly at their Kalispell, Montana headquarters (406-751-7706).