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

Rhea-AI Filing Summary

Lisa S. Gallerano, Executive Vice President and General Counsel of Guaranty Bancshares, Inc. (GNTY), reported transactions tied to the company’s merger with Glacier Bancorp, Inc. On 10/01/2025 she disposed of 1,422 shares and 363 shares of Guaranty common stock, each exchanged under the Merger Agreement for Glacier common stock valued at $48.75 per share on the merger effective date, leaving her with 0 Guaranty shares.

A previously granted stock option that originally covered Guaranty common stock became fully vested on the merger and was assumed by Glacier. That option was replaced with a Glacier option to purchase 4,183 shares at an exercise price of $32.03. The Form 4 also notes an adjustment reflecting a special cash dividend of $2.30 per share paid by Guaranty on 9/23/2025.

Insights

Corporate Governance Specialist

Insider ownership shifted to acquirer with executive equity actions tied to the merger.

The filing shows 1,785 Guaranty shares were exchanged for Glacier shares under the merger, and the reporting person now holds 0 Guaranty shares. This documents a complete transfer of direct common-stock ownership in Guaranty for this insider.

The signature by an attorney-in-fact on 10/02/2025 formalizes the Section 16 filing; the record links the equity changes directly to the Merger Agreement executed June 24, 2025.

Equity Compensation Analyst

Executive option treatment: full vesting and substitution by Glacier option.

An option that vested in five annual installments became fully vested upon the merger and was assumed by Glacier, converted into an option to buy 4,183 Glacier shares at $32.03. The Form 4 explicitly states the replacement and the exercise price.

The filing also records an adjustment for a $2.30 special cash dividend paid on 9/23/2025, which affected option share calculations.

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

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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^*

Gallerano Lisa S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

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		1,422	D	(1)	0	D
Common Stock	10/01/2025		D		363	D	(2)	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)	$32.03(3)	10/01/2025		D			4,183(3)	(4)	09/07/2031	Common Stock	10,000	(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, Guaranty Bancshares, Inc., Guaranty Bank & Trust, N.A., Glacier Bancorp, Inc. ("Glacier"), and Glacier Bank (the "Merger Agreement") in exchange for 1,422 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 363 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 September 7, 2021, became fully vested in connection with the merger and was assumed by Glacier in the merger and replaced with an option to purchase 4,183 shares of Glacier common stock for $32.03 per share.

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