Core Viewpoint - First Guaranty Bancshares reported a loss in the third quarter due to an impairment charge and increased reserves for bad loans related to an auto parts manufacturer bankruptcy [1] Financial Performance - The company experienced a third-quarter loss, indicating a significant financial setback [1] - The impairment charge and increased reserves for bad loans were the primary contributors to this loss [1] Industry Context - The situation reflects broader challenges in the lending industry, particularly concerning sectors like auto parts manufacturing that may face financial instability [1]

Core Insights - Glacier Bancorp, Inc. has completed the acquisition of Guaranty Bancshares, Inc., enhancing its presence in Texas with a new division named "Guaranty Bank & Trust, Division of Glacier Bank" [1] - The acquisition adds 33 banking locations across 26 Texas communities, expanding Glacier's market reach in East Texas, Dallas/Fort Worth, Houston, Bryan/College Station, and Austin [1] - As of June 30, 2025, Guaranty Bancshares reported total assets of $3.1 billion, total loans of $2.1 billion, and total deposits of $2.7 billion [1] Company Overview - Glacier Bancorp, Inc. serves as the parent company for Glacier Bank and its various bank divisions located across multiple states, including Utah, Colorado, Idaho, Montana, Wyoming, Nevada, and Arizona [2]

Core Points - Guaranty Bancshares, Inc. has declared a special cash dividend of $2.30 per share on its common stock [1] - The special dividend will be paid on September 23, 2025, to shareholders of record as of September 19, 2025 [1] Company Summary - Guaranty Bancshares, Inc. is the parent company of Guaranty Bank & Trust, N.A. [1] - The announcement of the special dividend reflects the company's financial strategy and commitment to returning value to shareholders [1]

Core Viewpoint - Guaranty Bancshares, Inc. has announced a conditional special cash dividend and set a record date for it on September 19, 2025, following a merger agreement with Glacier Bancorp, Inc. [1] Group 1 - The Board of Directors of Guaranty Bancshares, Inc. has established September 19, 2025, as the record date for the special cash dividend on its common stock [1] - The special dividend is part of the company's strategic actions following the merger agreement with Glacier Bancorp, Inc. announced on June 24, 2025 [1]

Core Viewpoint - The proposed sale of Guaranty Bancshares, Inc. to Glacier Bancorp, Inc. is under investigation to assess whether the transaction adequately values Guaranty and if the process leading to this valuation was appropriate [1]. Group 1 - The transaction terms stipulate that shareholders of Guaranty will receive 1.0000 share of Glacier stock for each share of Guaranty owned, with potential adjustments under certain circumstances [1]. - Kahn Swick & Foti, LLC is investigating the adequacy of the consideration offered in the proposed sale [1]. - The investigation aims to determine if the proposed sale undervalues Guaranty Bancshares, Inc. [1].

Financial Performance - Net earnings attributable to Guaranty Bancshares, Inc. for the six months ended June 30, 2025, were $18.6 million, compared to $14.1 million for the same period in 2024, representing a 32.5% increase [153]. - Net earnings attributable to Guaranty Bancshares Inc. were $10.0 million for the three months ended June 30, 2025, compared to $7.4 million for the same period in 2024, representing a 35.1% increase [192]. - Basic earnings per share increased to $0.88 for the three months ended June 30, 2025, from $0.65 in the same period in 2024, a rise of 35.4% [192]. - Total income tax expense rose to $4.8 million for the six months ended June 30, 2025, compared to $3.4 million in the same period in 2024, reflecting an increase in net earnings before taxes of $5.9 million [190]. Loan and Asset Management - As of June 30, 2025, the company had 10,850 total active loans with an average loan balance of $193,059, and total deposits increased by $4.2 million during the second quarter [150]. - Total loans decreased by $4,529,000 in volume, while interest income from loans increased by $1,127,000 due to rate changes [166]. - The loan portfolio increased by $10.3 million, or 0.5%, from $2.13 billion as of December 31, 2024, to $2.14 billion as of June 30, 2025 [224]. - The company reported $16.1 million in loan balances past due 30 or more days, an increase from $10.1 million at the end of 2024 [169]. - Nonperforming assets as a percentage of total assets were 0.33% at June 30, 2025, compared to 0.71% at June 30, 2024 [152]. - Nonperforming assets as a percentage of total loans rose to 0.48% as of June 30, 2025, compared to 0.23% as of December 31, 2024 [229]. - The total amount of nonperforming assets increased from $4,935,000 to $10,342,000 during the same period [229]. Interest Income and Margin - Net interest margin improved from 3.26% in Q2 2024 to 3.71% in Q2 2025, resulting in a year-over-year net interest income increase of $3.8 million [152]. - Net interest income before the provision for credit losses for the six months ended June 30, 2025, was $54.4 million, an increase of 14.6% from $47.5 million in 2024 [156]. - The net interest margin improved to 3.74%, compared to 3.24% in the previous year, reflecting better asset yield management [1][2]. - The average yield on interest-earning assets was 5.59%, compared to 5.55% in the previous year, indicating improved asset performance [1][2]. Deposits and Liquidity - As of June 30, 2025, total deposits were $2.71 billion, an increase of $16.3 million, or 0.6%, compared to $2.69 billion as of December 31, 2024 [264]. - Average total deposits for the six months ended June 30, 2025, were $2.68 billion, an increase of $42.4 million, or 1.9%, compared to $2.64 billion for the year ended December 31, 2024 [262]. - The liquidity ratio was 18.8% as of June 30, 2025, compared to 13.6% a year earlier, indicating improved liquidity [150]. - The company had cash and cash equivalents of $193.2 million as of June 30, 2025, compared to $146.0 million as of December 31, 2024, primarily due to an increase in federal funds sold of $54.5 million [284]. Noninterest Income and Expenses - Noninterest income rose by $736,000, or 7.5%, totaling $10,593, driven by a $160,000 increase in merchant and debit card fees [172][173]. - Noninterest expense increased by $621,000, or 1.5%, totaling $41.9 million, with employee compensation and benefits decreasing by $132,000 [178][179]. - Total noninterest income increased by $961,000, or 20.9%, for the three months ended June 30, 2025, compared to the same period in 2024 [206]. - Other noninterest income surged by $617,000, or 50.7%, primarily due to a $1.0 million restitution payment from a lawsuit settlement [175]. Credit Losses and Allowance - The provision for credit losses recorded a reversal of $300,000, down from $1.5 million in the same period last year, with the allowance for credit losses as a percentage of total loans at 1.29% [168][169]. - The company recorded no provision for credit losses during Q2 2025, compared to a reversal of $300,000 in Q1 2025 and a total reversal of $2.2 million in 2024 [205]. - As of June 30, 2025, the allowance for credit losses (ACL) for loans totaled $27.6 million, or 1.29% of total loans, down from $28.3 million, or 1.33% as of December 31, 2024, representing a decrease of $704,000, or 2.5% [241]. Regulatory and Market Environment - The company operates in a highly regulated environment, and failure to comply with laws and regulations could adversely affect its operations [314]. - Stringent capital requirements may result in lower returns on equity and limit the ability to repurchase shares or pay dividends [314]. - The company manages market risk primarily through interest rate volatility, using an interest rate risk simulation model [316]. - Business operations are concentrated in primary markets, and adverse economic conditions in these markets could negatively impact operations and customers [314]. Mergers and Acquisitions - The company entered into a merger agreement with GBCI, expected to close in Q4 2025, with each share of common stock converting into 1.0000 shares of GBCI common stock [148]. - Legal and professional fees increased by $104,000, or 6.4%, primarily due to the merger with GBCI [181].

[Guaranty Bancshares, Inc. Reports Second Quarter 2025 Financial Results](index=1&type=section&id=Guaranty%20Bancshares%2C%20Inc.%20Reports%20Second%20Quarter%202025%20Financial%20Results) Guaranty Bancshares reported strong Q2 2025 financial results with significant increases in net income and key profitability ratios [Second Quarter 2025 Performance Summary](index=1&type=section&id=Second%20Quarter%202025%20Performance%20Summary) Q2 2025 saw net income of $10.0 million ($0.88 EPS), driven by higher net interest and noninterest income, improving profitability metrics Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Net Income (Common) (Millions USD) | $10.0 | $8.6 | $7.4 | | EPS (Basic) (USD) | $0.88 | $0.76 | $0.65 | | Return on Average Assets (%) | 1.28% | 1.13% | 0.95% | | Return on Average Equity (%) | 12.19% | 10.83% | 9.91% | - The increase in earnings was primarily attributed to **higher net interest income** and **noninterest income**, along with **lower noninterest expense** compared to Q1 2025[2](index=2&type=chunk) - The CEO highlighted that the **earnings increase of $2.6 million** from Q2 2024 was driven primarily by the improvement in **net interest margin (FTE) from 3.26% in Q2 2024 to 3.71% in Q2 2025**[3](index=3&type=chunk) [Quarterly Highlights](index=1&type=section&id=QUARTERLY%20HIGHLIGHTS) This section highlights the company's stable loan and deposit base, strong liquidity, and improved earnings and asset quality [Portfolio, Deposits, and Liquidity](index=1&type=section&id=Portfolio%2C%20Deposits%2C%20and%20Liquidity) Granular loan and deposit base, decreasing cost of deposits, and robust liquidity with an 18.8% ratio and $1.3 billion contingent liquidity - The company maintains a granular loan portfolio with **10,850 active loans averaging $193,059** and a core deposit base with **91,436 accounts averaging $29,622**[5](index=5&type=chunk) - The average cost of total deposits **decreased by six basis points** from the prior quarter to **1.90%**, with noninterest-bearing deposits representing **31.6% of total deposits**[5](index=5&type=chunk) - The **liquidity ratio** (cash, cash equivalents, and unpledged investments to total liabilities) was **18.8%** as of June 30, 2025, and total available contingent liquidity was **$1.3 billion**[5](index=5&type=chunk) - Total equity to average assets was **10.6%**, which would remain a still-strong **9.9%** if all unrealized securities losses were recognized[5](index=5&type=chunk) [Earnings and Asset Quality](index=1&type=section&id=Earnings%20and%20Asset%20Quality) Strong Q2 earnings, driven by NIM expansion to 3.71% and a $3.8 million increase in net interest income, alongside improved asset quality at 0.33% NPAs - Net interest margin (FTE) improved from **3.26% in Q2 2024 to 3.71% in Q2 2025**, resulting in a **$3.8 million year-over-year increase** in net interest income before provision[6](index=6&type=chunk) Asset Quality Ratios | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Nonperforming Assets / Total Assets (%) | 0.33% | 0.15% | 0.71% | | Net Charge-offs / Average Loans (Ann.) (%) | 0.05% | 0.02% | 0.01% | [Results of Operations](index=2&type=section&id=RESULTS%20OF%20OPERATIONS) This section details the company's operational performance, including net interest income, credit loss provisions, noninterest income, and expenses [Net Interest Income and Margin](index=2&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income rose 15.8% YoY to $27.7 million, driven by reduced interest expense, with NIM expanding 45 bps to 3.71% YoY and a 3.5% QoQ increase - Net interest income before provision rose **$3.8 million (15.8%)** to **$27.7 million** in Q2 2025 from $23.9 million in Q2 2024, mainly due to a **$3.3 million reduction in interest expense** from the absence of FHLB advances[7](index=7&type=chunk)[8](index=8&type=chunk) - Net interest margin (FTE) increased by **45 basis points to 3.71%** in Q2 2025 from 3.26% in Q2 2024, primarily due to a **65 basis point decrease in the cost of interest-bearing liabilities**[8](index=8&type=chunk) - Compared to Q1 2025, net interest income increased by **$938,000 (3.5%)**, and the net interest margin (FTE) increased by **one basis point from 3.70% to 3.71%**[9](index=9&type=chunk)[10](index=10&type=chunk) [Provision for Credit Losses](index=2&type=section&id=Provision%20for%20Credit%20Losses) No provision for credit losses was recorded in Q2 2025, reflecting a stabilized economic outlook and reduced portfolio risk, with allowance at 1.29% of total loans - No provision for credit losses was recorded during Q2 2025, compared to a **$300,000 reversal** in Q1 2025 and a total reversal of $2.2 million in 2024[11](index=11&type=chunk) - The allowance for credit losses as a percentage of total loans was **1.29%** as of June 30, 2025, compared to 1.33% as of December 31, 2024[11](index=11&type=chunk) [Noninterest Income](index=2&type=section&id=Noninterest%20Income) Noninterest income rose significantly to $5.6 million (up 20.9% YoY), primarily due to a $1.0 million lawsuit restitution, partially offset by a $547,000 swaption loss - Noninterest income increased by **$961,000 (20.9%)** YoY to **$5.6 million**, primarily driven by a **$1.0 million restitution payment** from a lawsuit settlement[12](index=12&type=chunk) - The restitution income was partially offset by a **$547,000 loss** from changes in the fair value of interest rate swaptions related to the proposed merger with Glacier Bancorp, Inc. (GBCI)[12](index=12&type=chunk) - Compared to Q1 2025, noninterest income increased by **$527,000 (10.5%)**, also primarily due to the restitution income and swaption expense[13](index=13&type=chunk) [Noninterest Expense](index=2&type=section&id=Noninterest%20Expense) Noninterest expense was $20.7 million, down 2.4% QoQ due to lower compensation, while the efficiency ratio significantly improved to 62.32% - Noninterest expense decreased by **$503,000 (2.4%)** from Q1 2025, mainly due to a **$452,000 decrease in employee compensation and benefits** related to prior-quarter bonus taxes and accruals[16](index=16&type=chunk) - Year-over-year, noninterest expense increased slightly by **$104,000 (0.5%)**, with increases in technology, occupancy, and merger-related professional fees largely offset by decreases in other expenses, including prior-year ORE costs and fraud losses[14](index=14&type=chunk)[15](index=15&type=chunk) Efficiency Ratio | Period | Efficiency Ratio (%) | | :--- | :--- | | Q2 2025 | 62.32% | | Q1 2025 | 66.78% | | Q2 2024 | 72.34% | [Financial Condition](index=4&type=section&id=FINANCIAL%20CONDITION) This section provides an overview of the company's financial position, including balance sheet items and asset quality metrics [Balance Sheet Overview](index=4&type=section&id=Balance%20Sheet%20Overview) Total assets were $3.14 billion, with gross loans at $2.14 billion (up 1.6% QoQ) and total deposits at $2.71 billion (up 0.2% QoQ), driving equity growth Key Balance Sheet Items | Item | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Total Assets (Billions USD) | $3.14 | $3.15 | $3.08 | | Gross Loans (Billions USD) | $2.14 | $2.11 | $2.21 | | Total Deposits (Billions USD) | $2.71 | $2.70 | $2.63 | | Total Equity (Billions USD) | $0.332 | $0.326 | $0.309 | - The quarterly loan growth was driven by increases in construction and development, 1-4 family, and multifamily segments[19](index=19&type=chunk) - The year-over-year decrease in loans resulted from tightened credit underwriting standards, strategic non-renewal decisions, and reduced borrower demand[20](index=20&type=chunk) [Asset Quality](index=4&type=section&id=Asset%20Quality) Nonperforming assets rose to 0.33% of total assets QoQ, primarily due to a single $5.4 million relationship, but improved significantly YoY Nonperforming Assets / Total Assets | Date | Ratio (%) | | :--- | :--- | | June 30, 2025 | 0.33% | | March 31, 2025 | 0.15% | | June 30, 2024 | 0.71% | - The increase in nonperforming assets from the prior quarter was primarily due to one borrowing relationship with a balance of **$5.4 million** moving to nonaccrual status[22](index=22&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's consolidated financial statements, including balance sheets, earnings, loan portfolio details, and net interest margin analysis [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were $3.14 billion, with $2.11 billion in net loans, $2.71 billion in deposits, and $331.8 million in total equity Selected Balance Sheet Data (June 30, 2025) | Category | Amount (Thousands USD) | | :--- | :--- | | **Assets** | | | Total cash and cash equivalents | $193,166 | | Total securities | $648,764 | | Loans, net | $2,112,851 | | **Total Assets** | **$3,144,155** | | **Liabilities & Equity** | | | Total deposits | $2,708,502 | | **Total Liabilities** | **$2,812,348** | | **Total Equity** | **$331,807** | [Consolidated Statements of Earnings](index=6&type=section&id=Consolidated%20Statements%20of%20Earnings) Q2 2025 net interest income was $27.7 million, with net earnings of $10.0 million ($0.88 EPS), and an efficiency ratio of 62.32% Statement of Earnings Summary (Quarter Ended) | Item (Thousands USD) | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Net Interest Income | $27,664 | $23,880 | | Noninterest Income | $5,560 | $4,599 | | Noninterest Expense | $20,706 | $20,602 | | Income Before Taxes | $12,518 | $9,077 | | **Net Earnings** | **$9,983** | **$7,423** | | **EPS, basic (USD)** | **$0.88** | **$0.65** | [Loan Portfolio and Asset Quality Details](index=7&type=section&id=Loan%20Portfolio%20and%20Asset%20Quality%20Details) The loan portfolio totaled $2.14 billion, with commercial real estate as the largest segment, and asset quality metrics showing 1.29% allowance for credit losses and 0.33% NPAs Loan Portfolio Composition (June 30, 2025) | Loan Type | Amount (Thousands USD) | | :--- | :--- | | Commercial real estate | $876,112 | | 1-4 family residential | $544,705 | | Construction and development | $249,172 | | Commercial and industrial | $210,504 | | Other | $261,548 | | **Total Loans** | **$2,141,441** | Key Asset Quality Metrics (June 30, 2025) | Metric | Value | | :--- | :--- | | Allowance for credit losses / period-end loans | 1.29% | | Nonaccrual loans (Thousands USD) | $10,309 | | Nonperforming assets / Total assets | 0.33% | [Average Balances and Net Interest Margin Analysis](index=9&type=section&id=Average%20Balances%20and%20Net%20Interest%20Margin%20Analysis) Q2 2025 net interest margin (FTE) was 3.71%, a 45 bps improvement YoY, driven by a lower average rate on interest-bearing liabilities Net Interest Margin Analysis (Quarter Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Average Yield on Interest-Earning Assets (%) | 5.59% | 5.61% | | Average Rate on Interest-Bearing Liabilities (%) | 2.78% | 3.43% | | Net Interest Rate Spread (%) | 2.81% | 2.18% | | Net Interest Margin (FTE) (%) | 3.71% | 3.26% | [Non-GAAP Reconciliations](index=11&type=section&id=NON-GAAP%20RECONCILING%20TABLES) This section provides reconciliations for key non-GAAP financial measures, including tangible book value and adjusted equity ratios [Non-GAAP Reconciliations Summary](index=11&type=section&id=Non-GAAP%20Reconciliations%20Summary) Key non-GAAP metrics include tangible book value per share of $26.29, an adjusted total equity to average assets ratio of 9.9%, and an average cost of deposits of 1.90% Key Non-GAAP Metrics (June 30, 2025) | Metric | Value | | :--- | :--- | | Tangible book value per common share (USD) | $26.29 | | Total equity to average assets (adjusted for unrealized losses) (%) | 9.9% | | Average cost of total deposits (Q2 2025) (%) | 1.90% | [Company Information and Disclosures](index=12&type=section&id=Company%20Information%20and%20Disclosures) This section provides company background, operational footprint, and important financial and forward-looking statement disclosures [About Guaranty Bancshares, Inc.](index=13&type=section&id=About%20Guaranty%20Bancshares%2C%20Inc.) Guaranty Bancshares, Inc. operates 33 banking locations in Texas, with total assets of $3.1 billion, loans of $2.1 billion, and deposits of $2.7 billion as of June 30, 2025 - The company operates **33 banking locations** across the East Texas, Dallas/Fort Worth, Houston, and Central Texas regions[42](index=42&type=chunk) Company Size (as of June 30, 2025) | Metric | Amount (Billions USD) | | :--- | :--- | | Total Assets | $3.1 | | Total Loans | $2.1 | | Total Deposits | $2.7 | [Disclosures](index=12&type=section&id=Disclosures) This section outlines the use of non-GAAP financial measures and provides a forward-looking statement disclaimer, emphasizing merger-related risks - The company uses select non-GAAP financial measures, believing they provide meaningful supplemental information, with reconciliations to comparable GAAP measures provided[39](index=39&type=chunk)[41](index=41&type=chunk) - The report contains forward-looking statements that are not guarantees of future performance and are subject to risks and uncertainties, including those related to the proposed merger with GBCI[43](index=43&type=chunk)

Group 1 - Halper Sadeh LLC is investigating Olo Inc. for potential violations related to its sale to Thoma Bravo at $10.25 per share in cash [1] - Guaranty Bancshares, Inc. is being investigated for its sale to Glacier Bancorp, Inc. at a ratio of 1.0000 share of Glacier stock for each Guaranty share [2] - Enzo Biochem, Inc. is under investigation for its sale to Battery Ventures at $0.70 per share in cash [2] Group 2 - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4]

Core Viewpoint - Monteverde & Associates PC is investigating Guaranty Bancshares, Inc. regarding its sale to Glacier Bancorp, Inc., questioning the fairness of the deal where existing Guaranty shareholders will receive 1.0000 share of Glacier common stock for each share of Guaranty [1] Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [2] - The proposed transaction involves existing Guaranty shareholders receiving Glacier common stock, subject to certain adjustments [1] Group 2 - The firm emphasizes that not all law firms are equal and encourages potential clients to inquire about their track record before hiring [2] - Monteverde & Associates PC has a successful history in trial and appellate courts, including the U.S. Supreme Court [2] - The firm provides free consultations for shareholders with concerns regarding the transaction [3]

Core Insights - Glacier Bancorp, Inc. (GBCI) has entered into a definitive agreement to acquire Guaranty Bancshares, Inc. (GNTY) for an all-stock transaction valued at $476.2 million [1][8] Acquisition Details - Guaranty shareholders will receive 1.0000 share of Glacier Bancorp stock for each Guaranty share, translating to $41.58 per share based on GBCI's closing price on June 23, 2025 [2] - The deal has received unanimous approval from both companies' boards and is expected to close in the fourth quarter of 2025, pending regulatory and shareholder approval [2] Operational Changes - Upon completion, Guaranty Bank & Trust will operate as "Guaranty Bank & Trust, Division of Glacier Bank," marking GBCI's 18th bank division [3] - The acquisition is expected to be immediately accretive to Glacier Bancorp's earnings per share and is projected to generate an internal rate of return of approximately 20% by the end of the first year post-closing [3][8] Strategic Rationale - The acquisition aligns with Glacier Bancorp's long-term growth strategy, enhancing its presence in the Southwest and entering the Texas market [4] - Guaranty's established footprint and expertise in Texas will allow GBCI to capitalize on the state's robust economy, strengthening its position in high-growth markets [5] Leadership Commentary - GBCI CEO Randy Chesler emphasized the strategic and cultural fit of Guaranty within Glacier's business model, highlighting the exceptional demographic profile and growth prospects of Texas [6]