[Form 4] GUARANTY BANCSHARES INC /TX/ Insider Trading Activity

Rhea-AI Filing Summary

Sondra Cunningham, a director of Guaranty Bancshares, Inc. (Ticker: GNTY), reported transactions tied to the company’s merger with Glacier Bancorp, Inc. On 10/01/2025 she disposed of 291 Guaranty common shares under the merger consideration and now reports 0 shares of Guaranty common stock beneficially owned following that disposition. Those 291 shares were exchanged for Glacier common stock valued at $48.75 per share on the merger effective date.

Two stock options were treated in the merger: a 2,091-share option with an exercise price of $27.47 and a 3,137-share option with an exercise price of $33.95. Both options vested in connection with the merger and were assumed by Glacier, replaced with options to purchase the stated numbers of Glacier common shares; post-transaction derivative ownership of Guaranty common stock is reported as 0.

Positive

• 291 Guaranty shares exchanged for Glacier stock valued at $48.75 per share
• 2,091-share and 3,137-share options were assumed by Glacier rather than cancelled

Negative

• 0 Guaranty common shares beneficially owned by the reporting person after the transaction
• Reported derivative ownership of Guaranty common stock is 0 following the merger

Insights

Corporate Governance Analyst

Director exchanged Guaranty shares in a merger, reducing direct Guaranty ownership to zero.

The filing shows 291 Guaranty shares were disposed of under the Merger Agreement and exchanged for Glacier common stock valued at $48.75 per share.

This transaction legally moves the director’s equity exposure from Guaranty common stock to Glacier common stock, which can change voting and disclosure status for the director.

Compensation & Equity Specialist

Outstanding Guaranty options became fully vested and were assumed by Glacier with specified strike prices.

Two options—one for 2,091 shares at $27.47 and one for 3,137 shares at $33.95—were described as fully vested upon the merger and replaced by Glacier options for the same share counts.

From an executive-compensation view, the filing documents preservation of option economics via assumption rather than cashing out; post-merger derivative holdings in Guaranty stock are 0.

SEC Form 4

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

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cunningham Sondra

(Last) (First) (Middle)

C/O GUARANTY BANCSHARES, INC.

201 SOUTH JEFFERSON AVE.

(Street)

MOUNT PLEASANT TX 75455

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GUARANTY BANCSHARES INC /TX/ [ GNTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of 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

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		291	D	(1)	0	I	By Issuer KSOP

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 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(2)	10/01/2025		D			2,091(2)	(3)	04/30/2034	Common Stock	2,091	(3)	0	D
Stock Option (right to buy)	$33.95(2)	10/01/2025		D			3,137(2)	(4)	11/16/2032	Common Stock	3,137	(4)	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 issuer, Guaranty Bancshares, Inc., Guaranty Bank & Trust, N.A., Glacier Bancorp, Inc. ("Glacier"), and Glacier Bank (the "Merger Agreement") in exchange for 291 shares of Glacier common stock having a market value of $48.75 per share on the effective date of the merger.

2. 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.

3. 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 2,091 shares of Glacier common stock for $27.47 per share.

4. This option, which provided for vesting in five equal annual installments beginning November 16, 2022, 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 $33.95 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.
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FAQ

What did Sondra Cunningham report on Form 4 for GNTY?

She reported disposing of 291 Guaranty common shares on 10/01/2025 under the Merger Agreement and that her Guaranty holdings are now 0.

How were the 291 Guaranty shares valued in the merger?

The filing states the 291 Guaranty shares were exchanged for Glacier common stock valued at $48.75 per share on the merger effective date.

What happened to Cunningham’s stock options after the merger?

Two options fully vested and were assumed by Glacier: one for 2,091 shares at a $27.47 exercise price and one for 3,137 shares at a $33.95 exercise price.

Does Cunningham still own Guaranty common stock after the reported transactions?

No. The Form 4 reports she beneficially owns 0 shares of Guaranty common stock following the transactions.

What is the effective date of the transactions reported?

The transaction date shown on the Form 4 is 10/01/2025 with the form signed on 10/02/2025.