UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

~~March~~May 3121, 2025

GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



Texas	001-38087	75-1656431
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
16475 Dallas Parkway, Suite 600 Addison, Texas		75001
(Address of Principal Executive Offices)		(Zip Code)

(888) 572-9881

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $1.00 per share		GNTY		~~NYSE~~New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0302. ~~Creation~~Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~May 3121, 2025, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Guaranty Bancshares, Inc. (the “Company”), the shareholders of the Company approved an amendment (the “~~Guaranty~~Amendment”) ~~and~~of ~~Frost~~the ~~Bank~~Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), which (a) extended ~~Guaranty’s~~the ~~right~~term during which the Company may grant stock options under the 2015 Plan to ~~request~~February 18, 2035, (b) eliminated the evergreen mechanism under which the shares available under the 2015 Plan are automatically refreshed each year, and ~~receive~~(c) ~~monies~~made ~~from~~certain ~~Frost~~other ~~Bank~~administrative onchanges. ~~Guaranty~~The Company’s ~~existing~~Board ~~line~~ of ~~credit~~Directors ~~until~~previously ~~March~~approved 31the Amendment, ~~2026~~subject to shareholder approval. OnFor ~~that~~a ~~date,~~more ~~Guaranty~~detailed ~~executed~~description ~~and~~of ~~delivered~~the Amendment, please refer to ~~Frost~~the ~~Bank~~Company’s adefinitive ~~Renewal~~proxy ~~Revolving~~statement ~~Promissory~~on ~~Note~~Schedule in14A filed with the ~~principal~~Securities ~~amount~~and ofExchange ~~$25,000,000~~Commission (the “~~Renewal Note~~SEC”) on March 31, ~~and~~2025 ~~Guaranty~~(the ~~and~~“Proxy ~~Frost~~Statement”). ~~Bank~~The ~~entered~~foregoing ~~into~~description aof ~~First~~the Amendment tois ~~Loan~~not ~~Agreement~~complete ~~(the~~and ~~“Loan~~is ~~Agreement~~qualified in its entirety by reference to 2015 Plan, as amended”) by the Amendment, a copy of which ~~amended~~is ~~the~~included ~~Loan~~as ~~Agreement~~Appendix ~~between~~A ~~Guaranty~~to the Proxy Statement and ~~Frost~~is ~~Bank~~incorporated ~~previously~~herein ~~entered~~by ~~into~~reference onas ~~March~~Exhibit ~~31,~~10.1 ~~2024~~to ~~(the~~this ~~"Loan~~Current ~~Agreement")~~Report on Form 8-K.

AsItem ~~of the date of the renewal, Guaranty has no outstanding balance on this line of credit~~5. ~~The Note bears interest at the prime rate published in the Wall Street Journal; provided, however, in no event shall the Prime Rate be less than 3~~07.~~50%,~~ ~~floating~~Submission daily, and such interest is due and payable quarterly beginning on July 15, 2025. Any remaining principal and accrued interest shall be paid on March 31, 2026. The Note is not secured and, under the terms of ~~the~~Matters ~~Loan Agreement, Guaranty has agreed not~~ to ~~pledge or grant~~ a ~~lien~~Vote ~~or security interest in the stock~~ of ~~Guaranty~~Security ~~Bank & Trust, N~~Holders.A., or in any of its other assets without the prior consent of Frost Bank. The Loan Agreement, as amended, and Renewal Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

~~Item~~On ~~9.01.~~May ~~Financial~~21, ~~Statements~~2025, the Company held the Annual Meeting to consider and ~~Exhibits~~act upon the items listed below:

1. The shareholders of the Company elected the individuals listed below to serve as Class I directors for the Company's Board of Directors to serve until the Company's 2028 annual meeting of shareholders by the votes set forth in the table below:


	For		Against		Abstain		Broker Non-Vote
Bradley K. Drake		4,530,237		2,418,160		2,288		1,874,377
Carl Johnson, Jr.		4,879,901		2,070,117		667		1,874,377
Kirk L. Lee		6,514,523		434,450		1,712		1,874,377

2. The shareholders of the Company approved the Amendment by the votes set forth in the table below:


For	Against		Abstain		Broker Non-Vote
4,232,285		2,705,843		12,557		1,874,377

3. The shareholders of the Company approved, on an advisory basis, the compensation of the Company's named executive officers by the votes set forth in the table below:


For	Against		Abstain		Broker Non-Vote
6,805,949		140,028		4,708		1,874,377

4. The shareholders of the Company ratified the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 by the votes set forth in the table below:


For		Against		Abstain
	8,800,912		22,253		1,897

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is furnished as an exhibit to this Current Report on Form 8-K:


Exhibit Number		Description of Exhibit
10.1		Guaranty Bancshares, Inc. 2015 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to Guaranty Bancshares, Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 31, 2025).
104		Cover Page Interactive File (formatted as Inline XBRL).

ExhibitNumber		Description of Exhibit
10.1		Loan Agreement between Guaranty Bancshares, Inc. and Frost Bank, dated March 31, 2025, as amended
10.2		Renewal Revolving Promissory Note between Guaranty Bancshares, Inc. and Frost Bank, dated March 31, 2025
104		Cover Page Interactive File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~April~~May 122, 2025


		GUARANTY BANCSHARES, INC.


By:		/s/ Tyson T. Abston
Name:		Tyson T. Abston
Title:		Chairman of the Board and Chief Executive Officer

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