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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Harold E. Lower II, an executive (EVP) of Guaranty Bancshares, Inc. (GNTY), reported transactions tied to the company’s merger with Glacier Bancorp, Inc. On 10/01/2025 he disposed of 11,809 and 30,779 shares of Guaranty common stock in exchange for Glacier common stock at a stated market value of $48.75 per share on the merger effective date, leaving him with 0 Guaranty common shares.

Several stock options were adjusted or assumed by Glacier: options converted into rights to purchase 5,229, 1,380, and 3,137 shares of Glacier common stock at exercise prices of $27.47, $23.47, and $27.60, respectively. The filing notes a special cash dividend of $2.30 per share paid by Guaranty on 9/23/2025, which was reflected in the option adjustments.

Positive

  • None.

Negative

  • None.

Insights

Insider holdings converted under merger; reporting owner holds no Guaranty common stock after exchanges.

The Form 4 shows the reporting person disposed of a total of 42,588 Guaranty shares (11,809 + 30,779) in exchange for Glacier common stock under the Merger Agreement.

All disclosed Guaranty stock options were either assumed by Glacier or replaced with Glacier options with specified exercise prices ($27.47, $23.47, $27.60), preserving economic rights post‑transaction.

Equity awards were adjusted for a $2.30 special dividend and largely converted to Glacier options.

The filing explicitly states options were adjusted to reflect the $2.30 per‑share special cash dividend paid on 9/23/2025, and vesting/assumption details are provided for each option class.

One option became fully vested on merger and was replaced by a Glacier option exercisable at the disclosed price; exercisability and expiration dates are noted where applicable.

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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Lower Harold E. II

(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 - Guaranty Bank & Trust
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 11,809 D (1) 0 D
Common Stock 10/01/2025 D 30,779 D (2) 0 I By Reporting Owner IRA
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(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.
Guaranty Bancshares Inc Tex

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553.20M
8.84M
22.2%
31.32%
0.82%
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United States
MOUNT PLEASANT