M&A - GUARANTY BANCSHARES INC /TX/

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525147034

Filing Summary: On June 24, 2025, Guaranty Bancshares, Inc. (GNTY) entered into a Plan and Agreement of Merger with Glacier Bancorp, Inc. (GBCI) and its wholly owned subsidiary, Glacier Bank. The merger will lead to GNTY merging with GBCI, with GBCI as the surviving entity, followed immediately by Guaranty Bank merging into Glacier Bank. Each outstanding share of GNTY common stock will convert to 1.0000 share of GBCI common stock, with provisions for adjustments based on GNTY's Closing Capital. The overall merger consideration has a value of approximately $476.2 million based on GBCI's stock price prior to the agreement. The agreement includes various covenants and representations from both parties, requires shareholder approval, and is subject to regulatory approvals. A termination fee of $18.5 million will be applicable under certain circumstances. Additionally, directors of GNTY have entered into voting and non-competition agreements related to the merger. The merger is anticipated to close in Q4 2025, subject to the fulfillment of customary conditions.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525147029

Filing Summary: On June 24, 2025, Guaranty Bancshares, Inc. entered into a Plan and Agreement of Merger with Glacier Bancorp, Inc., whereby Guaranty Bancshares will merge into Glacier Bancorp, with Glacier Bancorp as the surviving entity. Each share of Guaranty Bancshares common stock will be converted into the right to receive 1 share of Glacier Bancorp common stock, subject to adjustments based on defined capital levels. The merger is valued at approximately $476.2 million and includes provisions for outstanding options and restricted stock. The agreement encompasses customary covenants and termination rights, including a termination fee of $18.5 million under specific conditions. The transaction is subject to regulatory and shareholder approvals, with anticipated closing in Q4 2025. Additionally, a voting agreement was executed with certain directors agreeing to vote their shares in favor of the merger. The document outlines non-competition covenants for certain directors and post-closing payment commitments for the CEO of Guaranty Bancshares.

Form Type: 425

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525145814

Filing Summary: On June 24, 2025, Guaranty Bancshares, Inc. and Glacier Bancorp, Inc. announced the signing of a Merger Agreement. This transaction is an all-stock deal where Guaranty shareholders will receive one share of Glacier stock for each share of Guaranty, implying a transaction value of $476.2 million based on Glacier's share price as of June 23, 2025. The merger marks another strategic acquisition for Glacier, intending to expand its presence into Texas, with approvals from regulators and Guaranty shareholders required before closing. The integration is expected to leverage Glacier's community banking model in Texas, with Guaranty continuing to operate under its name as a division of Glacier Bank. The transaction is anticipated to close in the fourth quarter of 2025 after fulfilling customary conditions.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525145812

Filing Summary: On June 24, 2025, Guaranty Bancshares, Inc. (GNTY) and Glacier Bancorp, Inc. (GBCI) announced the signing of a Merger Agreement. The merger involves GNTY merging with GBCI, with GBCI surviving, and subsequently, Guaranty Bank merging with Glacier Bank, with Glacier Bank remaining a wholly owned subsidiary of GBCI. This document details the structure and conditions of the proposed merger, including forward-looking statements regarding the transaction's timeline, benefits, and associated risks. The filing also includes references to press releases issued by both companies and the intent to file a Registration Statement with the SEC, providing more information to shareholders. The communication is not an offer to sell securities or solicit votes and urges investors to read the upcoming Registration Statement and accompanying documents carefully.