8-K: Guaranty Bancshares Merges into Glacier Bancorp

Guaranty Bancshares, Inc. has completed its merger with Glacier Bancorp, Inc., with GBCI surviving as the combined entity.

Summary

• Guaranty Bancshares, Inc. (GNTY) merged with and into Glacier Bancorp, Inc. (GBCI) on October 1, 2025, with GBCI surviving the merger.
• Immediately following the merger, Guaranty Bank & Trust, N.A. merged with and into Glacier Bank, GBCI's wholly-owned bank subsidiary.
• Each share of GNTY common stock was converted into the right to receive 1.0000 share of GBCI common stock.
• Outstanding restricted stock under GNTY's 2015 Equity Incentive Plan vested and settled, then converted into GBCI common stock.
• Outstanding options to purchase GNTY common stock became fully vested, were assumed by GBCI, and converted into adjusted options to purchase GBCI common stock.
• GNTY terminated its Loan Agreement with Frost Bank on September 30, 2025, with no outstanding borrowings under the unsecured revolving line of credit.
• GNTY common stock was delisted from the New York Stock Exchange (NYSE) effective October 1, 2025, and GBCI intends to deregister GNTY common stock and suspend its reporting obligations.

Sentiment

Score: 5

Explanation: The filing is a factual report confirming the completion of a previously announced corporate action (merger). It does not introduce new financial performance data or forward-looking statements that would significantly alter sentiment beyond the initial merger announcement. The sentiment is neutral as it simply confirms an expected event.

Positives

• GNTY terminated its Loan Agreement with Frost Bank with no outstanding borrowings, indicating a clean financial position prior to the merger's completion.
• The merger provides GNTY shareholders with shares in a larger, surviving entity, Glacier Bancorp, potentially offering greater liquidity and diversification.

Negatives

• Guaranty Bancshares, Inc.'s separate corporate existence ceased, marking the end of its independent operations.
• GNTY common stock was delisted from the NYSE, removing its independent trading presence.
• All GNTY directors and executive officers ceased serving upon the consummation of the merger.

Future Outlook

The filing indicates that GBCI, as the surviving entity, intends to file a Form 15 to deregister GNTY common stock under Section 12 of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act, effectively concluding GNTY's independent public reporting.

Management Comments

• Glacier Bancorp, Inc., as successor by merger to Guaranty Bancshares, Inc., signed the report via Ron J. Copher, Executive Vice President and Chief Financial Officer.

Industry Context

This merger represents a consolidation within the banking sector, a common trend as larger regional banks acquire smaller institutions to expand market share, achieve economies of scale, and enhance geographic presence. The integration of Guaranty Bancshares into Glacier Bancorp strengthens GBCI's footprint and asset base, aligning with broader industry movements towards strategic growth through M&A.

Comparison to Industry Standards

• The share exchange ratio of 1.0000 for GNTY common stock into GBCI common stock is a specific term of this particular merger agreement. Without details on the pre-merger valuations or premiums, a direct comparison to industry-standard merger premiums or exchange ratios for similar-sized bank acquisitions (e.g., recent regional bank mergers like First Horizon/TD Bank (though that was terminated), or smaller community bank acquisitions by larger regional players) is not possible from this filing alone.
• The delisting of the acquired entity's stock and subsequent deregistration of its shares are standard procedures following the completion of such a merger, consistent with practices observed in similar transactions across the financial services industry.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders (GNTY):** Their shares were converted into GBCI common stock, making them shareholders of the larger, surviving entity, and GNTY stock is no longer publicly traded.
• **Shareholders (GBCI):** The merger expands GBCI's operations and potentially its shareholder base, integrating GNTY's assets and liabilities.
• **Employees (GNTY):** GNTY's directors and executive officers ceased serving, indicating significant organizational changes and potential impacts on other employees as the entities integrate.
• **Customers (Guaranty Bank & Trust, N.A.):** Their bank merged into Glacier Bank, which will likely result in changes to branding, services, account management, and branch network integration.

Next Steps

• The NYSE will file a Form 25 with the SEC to report the delisting of GNTY shares and to deregister them under Section 12(b) of the Exchange Act.
• GBCI, as successor by merger to GNTY, intends to file a Form 15 with the SEC requesting the deregistration of GNTY common stock under Section 12 of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Guaranty Bancshares, Glacier Bancorp, Merger, Acquisition, Bank Merger, GNTY, GBCI, Delisting, SEC Filing, Financial Services, Banking