Guaranty Bancshares Inc

Item 1A. Risk Factors

In evaluating an investment in the Companys common stock, investors should consider carefully, among other things, the risk factors previously disclosed under the caption Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2024, and other risks included in the Companys filings with the SEC. The Companys business could be harmed by any of these risks. The trading price of the Companys common stock could decline due to any of these risks, and you may lose all or part of your investment. TheExcept as set forth below, there have been no material changes in the Companys risk factors from those disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2024.

The merger agreement limits the Companys ability to pursue other transactions and provides for the payment of a break-up fee if the Company does so.

While the merger agreement is in effect, subject to very narrow exceptions, the Company and its directors, officers, employees, agents and representatives are prohibited from initiating or encouraging inquiries with respect to alternative acquisition proposals. The prohibition limits the Companys ability to seek offers from other potential acquirors that may be superior from a financial point of view to the proposed transaction. If the Company receives an unsolicited proposal from a third party that the board of directors of the Company determines to be superior from a financial point of view to that made by GBCI and the merger agreement is terminated, the Company will be required to pay a $18,500,000 break-up fee. This fee makes it less likely that a third party will make an alternative acquisition proposal.

Combining the two companies may be more challenging, costly or time-consuming than expected.

GBCI and the Company have operated and, until the completion of the merger, will continue to operate, independently. Although GBCI has successfully completed numerous mergers in the recent past, this is a larger transaction than most others and regardless it is possible that the integration of the Bank into Glacier Bank could result in the loss of key employees, the disruption of the ongoing business of the Bank or inconsistencies in standards, controls, procedures and policies that adversely affect the Banks ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. As with any merger of banking institutions, there also may be disruptions that cause the Bank to lose customers or cause customers to take their deposits out of the Bank.

The Company will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers and vendors may have an adverse influence on the business, financial condition and results of operations of the Company. These uncertainties may impair the Companys ability to attract, retain and motivate key personnel, maintain current deposit levels, and continue to attract depositors and attract new borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future relationships following the consummation of the merger. 

(Continued)

67.

Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with the Company to seek to change existing business relationships with the Company or the combined company or fail to extend an existing relationship with the Company or the combined company.

In addition, the merger agreement restricts the Company from taking certain actions without GBCIs consent while the merger is pending. These restrictions could have a material adverse effect on the Companys business, financial condition and results of operations.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed, which could have a negative impact on the Company.

The merger is subject to a number of conditions that must be fulfilled in order to close. Those conditions include: approval by the shareholders of the Company, receipt of all required regulatory approvals, the continued accuracy of certain representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement), and the performance by both parties of certain covenants and agreements. In addition, certain circumstances exist in which the Company may terminate the merger, including by accepting a superior proposal. There can be no assurance that the conditions to closing the merger will be fulfilled or that the merger will be completed.

If the merger agreement is terminated, there may be various consequences to the Company, including:

the Companys business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger; and

the Company may have incurred substantial expenses in connection with the merger, without realizing any of the anticipated benefits of completing the merger and the trading price of the Companys stock could decrease significantly.