UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

GUARANTY BANCSHARES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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16475 Dallas Parkway, Suite 600

Addison, Texas 75001

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 21, 2025

The 2025 Annual Meeting of Shareholders (the “Meeting”) of Guaranty Bancshares, Inc. (the “Company”) will be held in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455 on Wednesday, May 21, 2025, beginning at 1:00 p.m., (Central Time), for the following purposes:

The close of business on March 24, 2025 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or at any adjournments thereof. A list of shareholders entitled to vote at the Meeting will be available for inspection by any shareholder at the main office of the Company during ordinary business hours for a period of at least ten days prior to the Meeting.

You are cordially invited and urged to attend the Meeting. Regardless of whether you plan to attend the Meeting, you are urged to sign and date the enclosed proxy and return it promptly in the enclosed envelope. If you attend the Meeting, you may vote in person, regardless of whether you have given your proxy. Your proxy may be revoked at any time before it is voted.

Addison, Texas

March 31, 2025

YOUR VOTE IS IMPORTANT. To ensure your representation at the Meeting, you are urged to complete, date, and sign the enclosed proxy and return it in the accompanying envelope at your earliest convenience, regardless of whether you plan to attend the Meeting. No additional postage is necessary if the proxy is mailed in the United States. The proxy is revocable at any time before it is voted at the Meeting.

TABLE OF CONTENTS

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 21, 2025

We are providing these proxy materials in connection with our 2025 annual meeting of shareholders, to be held at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455 on Wednesday, May 21, 2025, beginning at 1:00 p.m., (Central Time). This proxy statement, the notice of the meeting and the enclosed proxy card are being first sent to our shareholders on or about March 31, 2025.

When we refer in this proxy statement to “we,” “our,” “us,” and “the Company,” we are referring to Guaranty Bancshares, Inc., unless the context indicates otherwise. When we refer to “you” and “your,” we are referring to the shareholder reading this proxy statement.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 21, 2025

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), the Company is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of its proxy materials on the Internet. You may access the following information at our corporate website, gnty.com:

ABOUT THE ANNUAL MEETING

Q: When and where will the meeting be held?

A: The meeting is scheduled to take place at 1:00 p.m., Central Time, on Wednesday, May 21, 2025, at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455.

Q: What is the purpose of the meeting?

A: This is the 2025 annual meeting of shareholders of the Company. At the meeting, shareholders will act upon the matters outlined in the notice attached to this proxy statement, including the following:

Q: Who are the nominees for Class I director?

A: The following individuals, who all currently serve as Class I directors, have been nominated for reelection as Class I directors:

The board of directors recommends that you vote FOR the election of each of the Class I director nominees listed above for election to the board of directors.

Q: Who is soliciting my vote?

A: Our board of directors is soliciting your vote for the 2025 annual meeting.

Q: What is a proxy?

A: A proxy is a legal designation of another person, the proxy, to vote on your behalf. By completing and returning the enclosed proxy card, or registering your proxy vote by telephone or over the Internet, you are giving the named proxies, who were appointed by our board, the authority to vote your shares in the manner that you indicate on your proxy card or by phone or Internet. If you intend to vote by telephone or through the website, you should retain the proxy card as you will need the control number printed on your proxy card to vote.

Q: What is a proxy statement?

A: A proxy statement is a document that describes the matters to be voted upon at the meeting and provides additional information about the Company. Pursuant to regulations of the SEC, we are required to provide you with a proxy statement containing certain information when we ask you to sign and return a proxy card to vote your stock at a meeting of the Company’s shareholders.

Q: Who is entitled to vote at the annual meeting?

A: You are entitled to receive notice of and to vote at the 2025 annual meeting if you owned shares of our common stock at the close of business on March 24, 2025, which is the date that our board of directors has fixed as the

record date for the meeting. The record date is established by our board as required by Texas law. On the record date, 11,351,712 shares of our common stock were outstanding.

Q: What are the voting rights of the shareholders?

A: Each holder of common stock is entitled to one vote for each share of common stock registered, on the record date, in such holder’s name on the books of the Company on all matters to be acted upon at the annual meeting. Our certificate of formation prohibits cumulative voting.

The holders of at least a majority of the outstanding shares of common stock must be represented at the annual meeting, by attending in person or by proxy, in order to constitute a quorum for the transaction of business. At any annual meeting, whether or not a quorum is present, the chairman of the annual meeting or the holders of a majority of the issued and outstanding common stock, present in person or represented by proxy and entitled to vote at the annual meeting, may adjourn the annual meeting from time to time without notice or other announcement.

Q: What is the difference between a shareholder of record and a “street name” holder?

A: These terms describe how your shares are held. If your shares are registered directly in your name with Computershare Trust Company, N.A., our stock transfer agent, you are considered the shareholder of record with respect to those shares. The proxy statement and proxy card have been sent directly to you by Computershare Trust Company, N.A. at our request.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the shareholder of record of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The proxy statement and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

Q: What is “householding” and how does it affect me?

A: With respect to eligible shareholders who share a single address, we are sending only one copy of the notice and proxy statement to that address unless we have received instructions to the contrary from any shareholder at that address. Eligible shareholders will continue to have access and receive separate proxy cards. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, a shareholder of record residing at such address who wishes to receive a separate copy of the notice and proxy statement in the future may contact us by mail at Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary, or by phone at (888) 572-9881. Eligible shareholders of record receiving multiple copies of the notice and proxy statement can request householding by contacting us in the same manner. Shareholders who own shares through a bank, broker or other nominee can request householding by contacting the bank, broker or other nominee.

Q: What do I need to do now?

A: The process for voting your shares depends on how your shares are held as described above.

Record Holders. If you are a record holder on the record date for the annual meeting, you may attend the annual meeting and vote in person or you may vote by proxy. If you are a record holder and want to vote by proxy, you may submit voting instructions by telephone by calling 1-800-652-VOTE (8683) and following the instructions provided on the call, or you may vote by Internet by visiting the website envisionreports.com/GNTY and following the instructions for Internet voting on that website. If you are voting by telephone or through the website, you will need to have the control number printed on your proxy card. You may also vote on a paper proxy card enclosed with this proxy. Your proxy card must be received by the Company by no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting, or you may attend the annual meeting and vote in person. Please note that telephone and Internet voting will close at 11:59 p.m., Central Time, on Tuesday, May 20, 2025.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meeting if you do not attend the annual meeting and vote your shares in person.

“Street Name” Holders. If you hold your shares in “street name,” your bank, broker or other nominee should provide you with voting instructions. You should follow these instructions to direct your nominee on how to vote your shares. If you complete the voting instructions but fail to indicate voting instructions for one or more of the proposals, then your broker will be unable to vote your shares with respect to the proposal(s) as to which you provide no voting instructions, except that the broker has the discretionary authority to vote your shares with respect to Proposal 4 — the ratification of the appointment of Whitley Penn LLP.

Alternatively, if you hold your shares in “street name” and you want to participate in or vote your shares in the annual meeting, you must register in advance. To register in advance to vote during the annual meeting, you must submit proof of your proxy power (legal proxy) reflecting your GNTY stock holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on May 14, 2025. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:

Computershare

Guaranty Bancshares Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Note that a broker letter that identifies you as a shareholder is not the same as a nominee-issued legal proxy. After you send your legal proxy to Computershare Trust Company, N.A., you will receive a control number that will allow you to vote your shares prior to the annual meeting by calling 1-800-652-VOTE (8683) and following the instructions provided on the call, or by visiting the website envisionreports.com/GNTY and following the instructions for Internet voting on that website. If you fail to provide your legal proxy prior to the annual meeting, you will not be able to vote your shares in person at the annual meeting.

Q: How does the board of directors recommend that I vote my shares?

A: The board of directors recommends a vote:

• FOR the election of each of the three Class I director nominees;

• FOR the approval of the 2015 Plan Amendment;

• FOR the approval of the compensation paid to the Company's named executive officers; and

• FOR the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the year ending December 31, 2025.

Q: How will my shares be voted if I return my proxy, but don’t specify how my shares will be voted?

A: If you are a record holder who returns a completed proxy card, or votes by phone or Internet, but you do not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:

• FOR the election of each of the three Class I director nominees;

• FOR the approval of the 2015 Plan Amendment;

• FOR the approval of the compensation paid to the Company's named executive officers; and

• FOR the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the year ending December 31, 2025.

If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that the nominee will have discretion to vote on the ratification of the appointment of Whitley Penn LLP (Proposal 4).

Q: What are my choices when voting?

A: Election of Class I Directors (Proposal 1). You may vote FOR or AGAINST, or you may ABSTAIN from voting, with respect to each director nominee.

Amendment to 2015 Equity Incentive Plan (Proposal 2). You may vote FOR or AGAINST the proposal, or you may ABSTAIN from voting on the proposal.

Named Executive Officer Compensation Program / Say-on-Pay Vote (Proposal 3). You may vote FOR or AGAINST the proposal, or you may ABSTAIN from voting on the proposal.

Ratification of Whitley Penn LLP (Proposal 4). You may vote FOR or AGAINST the proposal, or you may ABSTAIN from voting on the proposal.

Q: Can I attend the meeting and vote in person?

A: Yes. All shareholders are invited to attend the annual meeting in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455. Shareholders of record on the record date for the annual meeting can vote in person at the annual meeting. If your shares of common stock are held in “street name,” then you are not the shareholder of record. See the response to the question “What do I need to do now?—“Street Name” Holders” above on how to vote.

Q: Will I be able to attend the annual meeting physically in person?

A: Yes. All shareholders are invited to attend the annual meeting in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455. There will be no virtual meeting.

Q: May I change my vote after I have submitted my proxy card?

A: Yes. Regardless of the method used to cast a vote, if a shareholder is a holder of record, they may change their vote by:

• delivering to us prior to the annual meeting a written notice of revocation addressed to: Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary;

• completing, signing and returning a new proxy card with a later date than your original proxy card, provided that such new proxy card is received prior to the annual meeting, and any earlier proxy will be revoked automatically;

• logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions indicated on the proxy card; or

• attending the annual meeting and voting during the annual meeting, and any earlier proxy will be revoked. However, simply attending the annual meeting without voting will not revoke your proxy.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

Q: What vote is required to approve each item?

A: Election of Class I Directors (Proposal 1). Because this is an uncontested election, meaning the number of nominees is equal to the number of directors to be elected, each nominee will be elected to the board of directors if the nominee receives a majority of the votes cast, which means that the three Class I director nominees must each receive more votes “for” than “against” to be elected.

Amendment to 2015 Equity Incentive Plan (Proposal 2). The proposal is a vote for the approval of the 2015 Plan Amendment, which (a) extends the term during which we may grant stock options under the 2015 Plan to February 18, 2035, (b) eliminates the evergreen mechanism under which the shares available under the 2015 Plan are automatically refreshed each year, and (c) makes certain other administrative changes. The approval of the proposal requires the affirmative vote of a majority of the votes cast by the shareholders entitled to vote thereon, present in person or represented by proxy at the annual meeting.

Executive Compensation / Say-on-Pay Vote (Proposal 3). The proposal is a non-binding advisory vote for the approval of the executive compensation program. The outcome of the proposal will be considered by the Compensation Committee in future executive compensation decisions. The approval of the proposal requires the affirmative vote of a majority of the votes cast by the shareholders entitled to vote thereon, present in person or represented by proxy at the annual meeting.

Ratification of Whitley Penn LLP (Proposal 4). The approval of the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of a majority of the votes cast by the shareholders entitled to vote thereon, present in person or represented by proxy at the annual meeting.

Q: How are broker non-votes and abstentions treated?

A: A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. Your broker has discretionary authority to vote your shares with respect to the ratification of the appointment of Whitley Penn LLP as our independent registered public accounting firm (Proposal 4). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of Class I directors to our board (Proposal 1), the 2015 Plan Amendment vote (Proposal 2), or the Say-on-Pay Vote (Proposal 3).

Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum, but will not be treated as votes cast for any of the proposals at the annual meeting and will have no effect on the results of such proposals. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal.

Q: Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the annual meeting?

A: No. None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the annual meeting.

Q: What are the solicitation expenses and who pays the cost of this proxy solicitation?

A: Our board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. We may use officers and employees of the Company to ask for proxies, as described below. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expense in forwarding the proxy materials to beneficial owners of the Company’s common stock.

Q: Is this proxy statement the only way that proxies are being solicited?

A: No. In addition to the solicitation of proxies by use of the mail, if deemed advisable, directors, officers and regular employees of the Company may solicit proxies personally or by telephone or other means of communication, without being paid additional compensation for such services.

Q: Are there any other matters to be acted upon at the annual meeting?

A: Management does not intend to present any business at the annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter presented at the annual meeting for which advance notice was not received by the Company in accordance with the Company’s Third Amended and Restated Bylaws, or the Bylaws. If other matters requiring a vote of the shareholders properly come before the annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Q: Where can I find the voting results of the annual meeting?

A: Preliminary voting results will be announced at the annual meeting. Final voting results will be tallied by the inspector of election after the vote at the annual meeting. We will publish the final voting results in a Current Report on Form 8-K, which we are required to file with the SEC within four business days following the annual meeting.

Q: Who can help answer my questions?

A: The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement and the accompanying annual report. If you have additional questions about the proxy statement or the annual meeting, you should contact Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary; telephone (888) 572-9881.

PROPOSAL 1 - ELECTION OF DIRECTORS

General

Our board of directors currently consists of 10 directors. In accordance with the Company’s Certificate of Formation, the members of the board of directors are divided into three classes as equal in number of directors as possible: Class I, Class II and Class III. The members of each class are elected for a term of office to expire at the third succeeding annual meeting of shareholders following their election. The term of office of the current Class I directors expires at the 2025 annual meeting. The terms of the Class II and Class III directors expire at the annual meeting of shareholders in 2026 and 2027, respectively. At the 2025 annual meeting, our shareholders will be asked to elect three persons to serve as Class I directors until the 2028 annual meeting of shareholders or until their successors are elected and qualified.

The Corporate Governance and Nominating Committee has recommended to the board of directors, and the board of directors has approved the nomination of, the following three individuals to serve as Class I directors of the Company until the Company’s 2028 annual meeting of shareholders and each until their respective successor is duly elected and qualified or until their earlier resignation or removal:

Each of the nominees has previously served as a director of the Company and has agreed to serve as a director, if elected, for an additional term. If any of the nominees should become unable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named on the proxy card as proxies may vote for the substitute nominee or nominees recommended by our board of directors. We have no reason to believe that any of the three nominees for election named above will be unable to serve.

Unless authority is expressly withheld, the proxy holders will vote the proxies received by them for the three director nominees listed above. Although each nominee has consented to being named in this proxy statement and to serve if elected, if any nominee should prior to the annual meeting decline or become unable to serve as a director, the proxies will be voted by the proxy holders for such other person as may be designated by the present board of directors.

Pursuant to the Company's Certificate of Formation, directors are elected by a majority of the votes cast in the election of directors, meaning that each candidate must receive more votes "for" than votes "against." However, if there are more nominees for director than there are available directorships, then the directors are elected by plurality, meaning those nominees receiving the most votes "for" will be elected director.

If a director does not receive a majority of the votes cast for their election, our Corporate Governance Guidelines require that the director promptly tender his or her resignation to the board of directors. The Corporate Governance and Nominating Committee will consider whether or not to accept such resignation and provide its recommendation to the full board no later than 60 days after the relevant shareholder meeting based on the factors set forth in our Corporate Governance Guidelines, and the full board of directors will make a final determination, considering such recommendation, of whether to accept or reject the tendered resignation no later than 90 days after the relevant shareholder meeting. The Company will disclose the board's decision, including a full explanation of the process by which the decision was reached, in a public filing with the SEC. If the resignation is accepted by the board, the Corporate Governance and Nominating Committee will recommend to the board of directors whether to reduce the number of directors or to fill the vacant directorship.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD OF DIRECTORS.

Information Regarding Director Nominees

A brief description of the background of each of the nominees for Class I director is set forth below. No nominee has a family relationship with any other executive officer or director.

Bradley K. Drake. Bradley K. Drake. Mr. Drake has served on our board of directors since 2013 and has served as a director of the Bank since 2007. He currently serves as a member of the Compensation Committee, Corporate Governance and Nominating Committee, Audit Committee, KSOP Committee and the Bank's Executive Committee. Mr. Drake joined Drake Companies LLC in 2006 and currently serves as its Chief Executive Officer. Drake Companies LLC is a construction services company headquartered in Paris, Texas. Mr. Drake graduated with a bachelor of business administration in finance from Texas Tech University in 1993. Mr. Drake’s extensive commercial real estate experience, as well as his knowledge and business relationships throughout the state of Texas, qualify him to serve on our board of directors.

Carl Johnson, Jr. Mr. Johnson has served on our board of directors since 2003 and has served as a director of the Bank since 1991. He is Chairman of our KSOP Committee and serves on our Audit Committee, as a financial expert, and on our Corporate Governance and Nominating Committee and the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Johnson is a Certified Public Accountant and has been an owner of Baker & Johnson, PC since 1989. Mr. Johnson served as the County Auditor for Titus County from 1992 to 2019. He is a graduate of the University of Texas – Arlington, B.B.A. in Accounting, 1979. Mr. Johnson’s extensive financial and accounting experience qualifies him to serve on our board of directors.

Kirk L. Lee. Mr. Lee serves as President of the Company and as Vice Chairman and Chief Credit Officer of the Bank. Mr. Lee serves as Chairman of the Bank’s Directors’ Loan Committee, is a member of the Bank’s Executive Committee and either chairs or is a member of all the key operational committees of the Bank. Mr. Lee joined the Bank in 1992, serving as President of the Bank’s Paris, Texas office. Mr. Lee served as the President and Chief Credit Officer of the Bank from 2011 until his promotion to Vice Chairman and Chief Credit Officer in 2014. Mr. Lee has served as a director of the Bank since 2002 and a director of the Company since 2005. Mr. Lee has over 35 years of banking experience, and previously worked at the Arkansas State Banking Department as a Bank Examiner Supervisor and worked a number of years in commercial lending and management at another community bank prior to joining us. He is a graduate of Ouachita Baptist University, B.B.A., 1983. In addition, he received a graduate degree in commercial banking from the Southwestern Graduate School of Banking in 1989. His extensive experience in bank regulation and community bank management, coupled with his long-standing business and banking relationships in our markets, qualifies him to serve on our board of directors.

CURRENT EXECUTIVE OFFICERS AND DIRECTORS

General

Our board of directors consists of 10 members, and is divided into three classes of directors, serving staggered three-year terms. Approximately one-third of our board of directors is elected by our shareholders at each annual shareholders’ meeting for a term of three years, and the elected directors hold office until their successors are elected and qualified or until such director’s earlier death, resignation or removal. Our executive officers are appointed by our board of directors and hold office until their successors are duly appointed and qualified or until their earlier death, resignation or removal.

The board of directors of Guaranty Bank & Trust consists of 14 members. All of the Company’s directors serve on the board of directors of Guaranty Bank & Trust, except for Sondra Cunningham. As the sole shareholder of Guaranty Bank & Trust, we elect the directors of the Bank annually for a term of one year and the directors of the Bank hold office until their successors are elected and qualified or until such director’s earlier death, resignation or removal. The executive officers of Guaranty Bank & Trust are appointed by the Bank’s board of directors and hold office until their successors are duly appointed and qualified or until their earlier death, resignation or removal.

Continuing Directors

A brief description of the background of each of our continuing Class III and Class II directors together with the experience, qualifications, attributes or skills that we believe qualifies each director to serve on our board of directors is set forth below. Similar information for each of the current Class I directors, who have each been nominated to continue to serve in such role, has been provided above. No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer.

Tyson T. Abston. Mr. Abston serves as Chairman of the Board and Chief Executive Officer of both the Company and the Bank. Mr. Abston joined the Bank as Senior Vice President in 1997, having previously served four years as an officer of another bank. He has previously served as President of the Bank’s Texarkana, Texas location and as Executive Vice President and President of the Bank. Mr. Abston has served as a director of the Bank since 1999 and a director of the Company since 2002. In 2005, Mr. Abston was elected President and Chief Executive Officer of the Bank and in 2006, he was appointed President of the Company. In 2013, Mr. Abston was appointed Chairman and Chief Executive Officer of both the Company and the Bank. He is also Chairman of the Executive Committee, and either chairs or is a member of all the key operational committees of the Bank. He has served on the boards of the Federal Home Loan Bank of Dallas, Independent Bankers Association of Texas and Texas Security Bank in Dallas. Mr. Abston has also served on various charitable organization boards, including Mount Pleasant Habitat for Humanity, Mount Pleasant Industrial Foundation and the Titus County Child Welfare Board. Mr. Abston is a graduate of the University of North Texas, B.B.A. in Finance, 1988, and Texas A&M University-Texarkana, MBA, 1990. Mr. Abston’s extensive experience in banking, as well as his long-standing business and banking relationships in our markets, qualify him to serve on our board of directors.

Richard W. Baker. Mr. Baker has served on the Company board of directors since 2015 and has served as a director of the Bank since 2013. Mr. Baker serves on our Compensation Committee, Corporate Governance and Nominating Committee, as well as the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Baker began his career in the utility and equipment trailer industry in 1977 and founded Big Tex Trailer Manufacturing, Inc. in 1982, where he served as President and Chief Executive Officer until 2012, when he partnered with H.I.G. Capital. He continued as CEO and Chairman of Big Tex until 2015 when the Company was sold to Bain Capital and became one of their portfolio companies. He continues to be involved with the company as a shareholder and board member. In 2001, Ernst & Young presented Mr. Baker with the Young Entrepreneur of the Year Award. In 2015, the National Association of Trailer Manufacturers awarded him the Outstanding Member Award, and in 2016, he was honored with the Lifetime Achievement

Award by the Titus County Chamber of Commerce. Mr. Baker is a present and past supporter of several civic and non-profit organizations throughout Titus County and is currently a board member of Titus Regional Medical Center. Recently, Mr. Baker and his wife Kelly, started Ignite Youth Club, Inc., which provides after school and summer enrichment programs for the youth of Titus County. Mr. Baker’s extensive experience in business, manufacturing, ranching and personal investments, as well as his long-standing personal and professional relationships throughout Texas and the United States, qualify him to serve on our board of directors.

Jeffrey W. Brown. Mr. Brown joined the Company board of directors in 2020 and has served as a director of the Bank since 2015. Mr. Brown serves on our Audit and KSOP Committees, as well as the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Brown is co-founder and managing partner of RoseRock Capital Group in Bryan, Texas where he helps direct the firm’s acquisitions while overseeing all financial and legal concerns of the firm. He is also responsible for developing equity capital resources and assists with investor relations. Mr. Brown has led numerous mergers and acquisitions of both public and private companies with deal values in excess of $5 billion and has led venture capital investments in more than a dozen companies valued in excess of $100 million. He also serves as a board member of Rogers Ventures Enterprises. Mr. Brown has served on numerous boards of directors of both public and private corporations over the last 25 years, frequently participating on audit and executive committees for those entities. He is a graduate of the University of Houston and the South Texas College of Law with a B.A. degree in Finance and Accounting and a J.D., magna cum laude, respectively. Mr. Brown’s extensive financial and legal business experience, as well as his years of experience in the Central Texas area and as a director of the Bank, qualify him to serve on our board of directors.

James S. Bunch. Mr. Bunch was elected to serve on the Company board of directors in 2014 and has served as a director of the Bank since 2012. Mr. Bunch serves as Chairman of the Compensation Committee, and as a member of the Corporate Governance and Nominating Committee, the Audit Committee, and the Bank’s Directors’ Loan and Executive Committees. Since 2006, Mr. Bunch has served as the President and Chief Executive Officer of BWI Companies, Inc., a privately held distribution company that has nine full service distribution locations and 11 secondary locations servicing 17 states in the south and mid-south. BWI Companies, Inc. has 624 employees with annual revenue of approximately $650.0 million. Prior to his appointment as the President and Chief Executive Officer, Mr. Bunch served as Vice President of Sales and as the Texarkana location manager for BWI Companies, Inc. Mr. Bunch has over 36 years of experience managing a complex distribution company and has authored many articles regarding the growth and management of a successful business enterprise. Mr. Bunch has served as President of the National Lawn and Garden Distributors Association and as Chairman of the board of directors for Prokoz (a distributor chemical buying group), Chairman of the board of directors for Gro Group (a distributor lawn and marketing group) and current chair of the Voluntary Purchasing Group (a member-owned fertilizer and chemical manufacturing co-op). Mr. Bunch currently serves or has served on many charitable boards such as Christus St. Michael Hospital Foundation, Methodist Retirement Communities Board of Directors and Water Springs Ranch (a home for neglected children). Mr. Bunch is a graduate of Stephen F. Austin State University, having earned a B.S. in Agriculture and a minor in Business Management in 1983. Mr. Bunch’s extensive management, strategic planning and mergers and acquisitions experience, as well as his community involvement, qualify him to serve on our board of directors.

Sondra Cunningham. Ms. Cunningham was appointed to our board of directors in November 2022. She currently serves as Senior Vice President and Chief Culture Officer of the Bank, and has served as Board Secretary for both the Bank and Holding Company since 2014. She joined the Bank in 1984 and has worked in various areas of the Bank and currently serves on the Bank’s Marketing Committee. Ms. Cunningham’s extensive banking experience and long tenure at the Bank qualify her to serve on our board of directors.

Christopher B. Elliott. Mr. Elliott has served on our board of directors since 2010 and has served as a director of the Bank since 2004. He is Chairman of our Corporate Governance and Nominating Committee and our Audit Committee and serves on our KSOP Committee, Compensation Committee and the Bank’s Directors’ Loan and Executive Committees. Mr. Elliott has served as the managing partner of Kartos Holdings, L.P. since 2006. Kartos Holdings, L.P. owns several automobile dealerships with locations throughout Northeast Texas, as well as the real estate holdings associated with their operations. Mr. Elliott is a graduate of Texas Christian University, B.B.A. in Management, 1990. He is currently a member of the City of Mount Pleasant Airport Advisory Board. Mr. Elliott’s extensive business experience and contacts in our East Texas markets qualify him to serve on our board of directors.

James M. Nolan, Jr. Mr. Nolan joined the Company board of directors in 2020 and has served as a director of the Bank since 2015. Mr. Nolan serves on our Audit, Corporate Governance and Nominating, and Compensation Committee, as well as the Bank’s Directors’ Loan Committee and Executive Committee. Mr. Nolan is a co-founder of Proterra Properties, an integrated real estate firm and investment management company which specializes in new developments and acquisitions. Before co-founding Proterra Properties, he spent a majority of his career with the Vantage Companies, a national real estate developer, where he was integrally involved in the formation of its asset management group. Mr. Nolan

also co-founded Dallas City Bank in 2003, serving on its board of directors and several committees until it was acquired by Guaranty Bank & Trust in 2015. Mr. Nolan has participated in many civic activities, which has included a directorship at the Rise School of Dallas. He is a current member of the Salesmanship Club of Dallas and past member of its Foundation Board. He is a graduate of Southern Methodist University with an M.B.A. in Real Estate and Finance and is a licensed real estate broker in the state of Texas. Mr. Nolan’s wealth of real estate and investment experience, particularly in the Dallas / Fort Worth market, as well as his experience as a director of the Bank and former director of Dallas City Bank, qualify him to serve on our board of directors.

Executive Officers

Certain information regarding each of our executive officers, including a brief description of the background of each of the executive officers of the Company who are not also directors, is set forth below. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or director.

W. Travis Brown. Mr. Brown has been an Executive Officer of the Bank since 2022 and currently serves as Chief Lending Officer. In his capacity as the Chief Lending Officer and Senior Executive Vice President of the Bank, Mr. Brown is responsible for directing the organization's overall lending platform, loan production/underwriting and approval procedures. He works with senior management to define the vision for short-term and long-term loan production, growth, and service objectives. As Chief Lending Officer, he develops strategy, tactics, and performance goals required to achieve bank targeted financial results. In addition, he oversees the production side of the credit underwriting department and is instrumental in identifying, developing and implementing various systems, policies and operational improvements across Guaranty Bank & Trust. He serves as a member on several critical operational committees of the Bank. Mr. Brown joined the Bank in 2017 as the Market President of Austin. He has over eighteen years of commercial banking experience, working with a variety of businesses, investors, and industries. Mr. Brown earned his BBA with honors from St. Edwards University in Austin and his Master’s in Business Administration from the University of Texas at the McCombs School of Business.

Lisa Gallerano. Ms. Gallerano currently serves as Executive Vice President and General Counsel of the Bank. Before joining the Bank in 2021, she spent 5 years as general counsel for a leading international data management and marketing company, where she served as chief legal advisor and headed the legal department. In 2016 she moved to corporate in-house counsel after 28 years in private practice at one of the top 50 global law firms, where she was a partner in the business litigation and counseling practice primarily representing corporate defendants, but also representing corporate plaintiffs in protecting their business interests and opportunities. A current board member of the Dallas Film Society, Inc., she has served on the boards of Shakespeare Dallas, Inc. and Catholic Charities of Dallas, Inc. She is a graduate of the University of Dallas, SMU Dedman School of Law, and the Leadership Dallas Class of 2006 - 2007.

Shalene A. Jacobson. Ms. Jacobson currently serves as Senior Executive Vice President and Chief Financial Officer of the Company. In her capacity as CFO, she is responsible for development and execution of financial and bank-related strategies, production of accurate and timely financial reports, budget compliance and related ad hoc reporting. She also oversees the Banks human resources and information technology functions. Ms. Jacobson serves as an advisory director of the Company and a director of the Bank's board of directors. She also chairs the Bank’s Asset Liability

Management Committee and serves as a member on several other key operational committees of the Bank. Prior to joining the Bank in 2016, she spent 13 years working in public accounting, specializing in financial statement audits and consulting projects for banks and private equity companies. As a result, she has extensive financial and operational knowledge of most banking functions and products. In her consulting role, she aided companies in preparing for initial public offerings and for developing and implementing risk-based audit methodologies, including integration with the Committee of Sponsoring Organizations (COSO) and Sarbanes-Oxley requirements. She has served as a board member or volunteer for various non-profit organizations. Ms. Jacobson received her undergraduate degree, summa cum laude, from Auburn University Montgomery and a Master of Accountancy degree from Auburn University. She is a Certified Public Accountant and Certified Internal Auditor.

Harold E. Lower, II. Mr. Lower currently serves as Senior Executive Vice President. Mr. Lower has been an Executive Vice President of the Bank since 2010 and serves on the Directors’ Loan Committee. He served as a member of the Company board of directors from 2013 through 2015 and a member of the Bank’s board of directors from 2012 through 2015. He also serves as a member on all the key operational committees of the Bank. In his capacity as Senior Executive Vice President of the Bank, Mr. Lower is responsible for the oversight of the Bank's income-generating departments. Mr. Lower joined the Bank in 2009 as a Senior Vice President, having previously served eight years as an officer of a Northeast Texas bank. Mr. Lower has over 30 years of experience in the financial services industry. He is a graduate of Texas A&M University, B.B.A. in Accounting, 1987, and is a licensed Certified Public Accountant.

A. Craig Roberts. Mr. Roberts currently serves as Executive Vice President, Chief Deposit & Retail Officer for the Bank. In addition to commercial lending responsibilities, Mr. Roberts has administrative oversight of the Bank’s deposit and retail portfolio for the 33 locations operated throughout Texas. He, along with his teams, direct the growth and customer experience for all deposits and services. Mr. Roberts serves as a member on key operational committees of the Bank. Mr. Roberts joined the Bank in 1998 as a credit analyst in the Paris market. He has served directly in four markets with Mount Pleasant - Corporate being the most recent. Mr. Roberts has over 25 years of banking experience. He earned his bachelor’s degree from Austin College in Sherman, Texas. Post-graduation, he continued his education with Austin College working on a focus in accounting. He has completed banking programs with American Bank Association - University of Oklahoma, Texas Banker’s Association, Banking on Leaders of Tomorrow - Federal Reserve Bank of Dallas (Houston) Leader Conference and with Southern Methodist University - Cox School of Business and Southwestern Graduate School of Banking. After graduating with honors from Southwestern Graduate School of Banking at SMU in 2004, he later joined the faculty and remains on staff with the program. He has been guest lecturer at the Mays School of Business, Texas A&M University-Commercial Banking Program, North Texas University Banking School and other continuing education programs. He currently serves as a trustee for the Sulphur Springs Independent School District as President, the advisory board for the Texas A&M University-Commerce Banking school and is active in many non-profit organizations in addition to community events.

Robert P. Sharp. Mr. Sharp currently serves as Executive Vice President and Chief Risk Officer for the Bank. In addition to commercial lending responsibilities, Mr. Sharp has administrative oversight of the Bank’s Mount Pleasant and Pittsburg locations, regulatory compliance, loan and deposit operation divisions. Mr. Sharp chairs or serves as a member on all key operational committees of the Bank. Mr. Sharp joined the Bank in 2006 as Senior Vice President, having previously served 23 years with various North Texas banks. Mr. Sharp has over 35 years of banking experience. He is a graduate of Texas Tech University, B.A., 1990, and attended the American British College in Barcelona, Spain. Mr. Sharp also graduated with honors from the Southwestern Graduate School of Banking in 2007. He serves as Vice Chair of the Board of Trustees at Northeast Texas Community College and is a member of the Mount Pleasant Rotary Club.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

General

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our board of directors has adopted Corporate Governance Guidelines, which set forth the framework within which our board, assisted by our board committees, directs the affairs of our organization. The Guidelines address, among other things, the composition and functions of the board, director independence, compensation of directors, management succession and review, board committees and selection of new directors. In addition, our board of directors adopted a Code of Conduct and an Insider Trading Policy that apply to all of our directors, officers and employees, as well as a separate Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Our Corporate Governance Guidelines, as well the Code of Conduct, Insider Trading Policy and Code of Ethics, are available on our website at gnty.com. Any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by the New York Stock Exchange (the "NYSE") rules.

Board Independence

Under the rules of the NYSE, independent directors must comprise a majority of our board of directors. The rules of the NYSE, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors.

Our board of directors has evaluated the independence of its members based upon the rules of the NYSE and the SEC. Applying these standards, our board of directors has affirmatively determined that directors Baker, Brown, Bunch, Drake, Elliott, Johnson and Nolan are “independent directors” under the applicable rules. This group of independent directors include two of the three nominees for Class I director. We have determined that directors Abston, Cunningham and Lee are not “independent directors” under the applicable rules because they are employees of the Company and/or the Bank.

Leadership Structure

Our board of directors meets quarterly and the board of Guaranty Bank & Trust meets monthly. Our board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board has determined that having our Chief Executive Officer serve as Chairman of the Board of Directors is in the best interests of our shareholders at this time. Our board of directors believes that this structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient nexus between our organization and the board, enabling the board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner.

Because the positions of Chairman and Chief Executive Officer are held by the same person, our board of directors has designated Christopher B. Elliott to serve as Lead Independent Director. Among other things, the Lead Independent Director presides at all meetings of the board at which the Chairman is not present, including executive sessions of the independent directors; serves as liaison between the Chairman and the independent directors; has the authority to call meetings of the independent directors; and if requested by major shareholders, makes himself or herself available for consultation and direct communication.

Board Meetings

Our board of directors held 12 scheduled meetings in 2024. Information regarding meetings of the various committees is described below. All directors attended at least 75% of the board and committee meetings on which they served during 2024. Directors are encouraged to attend annual meetings of our shareholders, although we have no formal policy on director attendance at annual meetings. All of our directors attended the 2024 Annual Meeting of Shareholders.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the KSOP Committee. Our board of directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee

The current members of our Audit Committee are directors Elliott (Chairman), Brown, Bunch, Drake, Johnson and Nolan. Our board of directors has evaluated the independence of each of the members of our Audit Committee and has affirmatively determined that (1) each of the members of our Audit Committee is an “independent director” under NYSE rules, (2) each of the members satisfies the additional independence standards under applicable SEC rules for audit committee service, and (3) each of the members has the ability to read and understand fundamental financial statements. In addition, our board of directors has determined that director Johnson qualifies as a financial expert and has the financial sophistication required of at least one member of the Audit Committee by the rules of the NYSE and as an “audit committee financial expert” under the rules and regulations of the SEC. Our Audit Committee held nine scheduled meetings and three special meetings in 2024.

The Audit Committee assists the board of directors in its oversight of the integrity of our financial statements, the selection, engagement, management and performance of our independent auditor that audits and reports on our consolidated financial statements, the performance of our internal audit function, the review of reports of bank regulatory agencies and monitoring management’s compliance with the recommendations contained in those reports and our compliance with legal and regulatory requirements related to our financial statements and reporting. Among other things, our Audit Committee has responsibility for:

Our Audit Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Audit Committee is available on our website at gnty.com.

Whitley Penn Fees

The following table presents fees for professional services rendered by Whitley Penn for 2024 and 2023:

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by the independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee selects and oversees our independent auditor. In addition, it is required to pre-approve the audit and non-audit services performed by our independent auditor to ensure that they do not impair the auditor’s independence. Federal securities regulations specify the types of non-audit services that an independent auditor may not provide to us and establish the Audit Committee’s responsibility for administration of the engagement of our independent auditors. During 2024, the Audit Committee pre-approved all services provided to us by our independent auditor.

Report of the Audit Committee of the Board of Directors

The Audit Committee’s general role is to assist the board of directors in overseeing the financial reporting process and related matters of the Company and its consolidated subsidiaries, including Guaranty Bank & Trust. Each member of the committee is “independent” as that term is defined by the NYSE rules.

The Audit Committee has reviewed and discussed with management and Whitley Penn the audited financial statements of the Company to be included in its Annual Report on Form 10-K for the year ended December 31, 2024.

The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements and related schedules with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards of the Public Company Accounting Oversight Board, including Auditing Standard No. 16, Communications With Audit Committees, the rules of the SEC, and other applicable regulations. In addition, the Audit Committee discussed with the independent auditor the firm’s independence from our management and the Company, including the matters in the letter from the firm required by Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent auditor’s independence.

Management is responsible for preparing the financial statements in accordance with accounting standards generally accepted in the United States of America with oversight by the Audit Committee. Whitley Penn LLP's responsibility is to plan and perform their audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). In giving its recommendation to the board of directors, the Audit Committee has relied on (1) management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the reports of Whitley Penn LLP with respect to those financial statements.

Based on the review and discussion referenced above, the Audit Committee recommends to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors

Christopher B. Elliott (Chairman)

Jeffrey W. Brown

James S. Bunch

Bradley K. Drake

Carl Johnson, Jr.

James M. Nolan, Jr.

Compensation Committee

The members of our Compensation Committee are directors Bunch (Chairman), Baker, Drake, Elliott and Nolan. Our board of directors has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee meets the definition of an “independent director” under NYSE rules. Our board has also determined that each of the members of the Compensation Committee qualifies as a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee held four scheduled meetings and two special meetings in 2024.

The Compensation Committee assists the board of directors in its oversight of our overall compensation structure, policies and programs and assessing whether such structure meets our corporate objectives, the compensation of our named executive officers ("NEOs") and the administration of our compensation and benefit plans.

Among other things, our Compensation Committee has responsibility for:

Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Compensation Committee is available on our website at gnty.com.

Compensation Committee Interlocks and Insider Participation

During 2024, our Compensation Committee consisted of directors Bunch (Chairman), Baker, Drake, Elliott and Nolan. During 2024, no member of our Compensation Committee was an officer or employee of the Company or Guaranty Bank & Trust. During 2024, no member of our Compensation Committee was party to any transaction requiring disclosure in this proxy statement. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance and Nominating Committee

The members of our Corporate Governance and Nominating Committee are directors Elliott (Chairman), Baker, Bunch, Drake, Johnson and Nolan. Our board of directors has evaluated the independence of each of the members of our Corporate Governance and Nominating Committee and has affirmatively determined that each of the members of our Corporate Governance and Nominating Committee meets the definition of an “independent director” under NYSE rules. Our Corporate Governance and Nominating Committee held two scheduled meetings and one special meeting in 2024.

The Corporate Governance and Nominating Committee assists the board of directors in its oversight of identifying and recommending persons to be nominated for election as directors and to fill any vacancies on the board of directors of the Company and each of our subsidiaries, monitoring the composition and functioning of the standing committees of the board of directors of the Company and each of our subsidiaries, and developing, reviewing and monitoring the corporate governance policies and practices of the Company and each of our subsidiaries.

Among other things, our Corporate Governance and Nominating Committee is responsible for:

Our Corporate Governance and Nominating Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Corporate Governance and Nominating Committee is available on our website at gnty.com.

Director Qualifications

In carrying out its functions, the Corporate Governance and Nominating Committee will develop qualification criteria for all potential nominees for election, including incumbent directors, board nominees and shareholder nominees to be included in the Company’s future proxy statements. These criteria may include the following attributes:

The Corporate Governance and Nominating Committee will also evaluate potential nominees for the Company’s board of directors to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board members and to determine whether they are “independent” in accordance with applicable SEC and NYSE rules (to ensure that, at all times, at least a majority of our directors are independent). Although we do not have a separate diversity policy, the committee considers the diversity of the Company’s directors and nominees in terms of knowledge, experience, skills, expertise and other demographics that may contribute to the Company’s board of directors.

Prior to nominating or, if applicable, recommending an existing director for reelection to the Company’s board of directors, the Corporate Governance and Nominating Committee will consider and review the following attributes with respect to each existing director:

KSOP Committee

The "KSOP" is the Guaranty Bancshares, Inc. Employee Stock Ownership Plan with 401(k) Provisions. The KSOP Committee is responsible for managing the operation and administration of our KSOP. The KSOP Committee serves as the trustee of our KSOP and its members are appointed by our board of directors. The current voting members of our KSOP Committee are directors Johnson (Chairman), Brown, Drake and Elliott. Our KSOP Committee held four scheduled meetings in 2024.

Code of Conduct; Code of Ethics for Chief Executive Officer and Senior Financial Officers

Our board of directors has adopted a Code of Conduct that applies to all of our directors, officers and employees. The Code of Conduct sets forth the standard of conduct that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer and Chief Financial Officer. In addition, our board of directors has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, our Chief Financial Officer and any other officer serving in a finance function and sets forth specific standards of conduct and ethics that we expect from such individuals in addition to those set forth in the Code of Conduct. Our Code of Conduct and our Code of Ethics for the Chief Executive Officer and Senior Financial Officers are available on our website at gnty.com. We expect that any amendments to the Code of Conduct or the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, or any waivers of their respective requirements, will be disclosed on our website, as well as any other means required by NYSE rules or the SEC.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to assist our board of directors in the exercise of its fiduciary duties and responsibilities and to promote the effective functioning of our board of directors and its committees. Our Corporate Governance Guidelines are available on our website at gnty.com.

Insider Trading Policy

The Company has adopted an Insider Trading Policy which sets forth the procedure regarding trading by insiders in securities of the Company. Our Insider Trading Policy is available on our website at gnty.com and filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Our Insider Trading Policy governs the purchase, sale and other dispositions of our securities by our directors, officers and employees. Our executive officers, directors and certain other employees are required to receive pre-clearance approval under our Insider Trading Policy, prior to entering into any transactions in our securities, subject to certain limited exceptions, and may only trade during open trading windows. Employees who are subject to trading restrictions may enter into a trading plan under Rule 10b5-1 under the Exchange Act in compliance with applicable law and the terms of the Insider Trading Policy. Executive officers are prohibited from, among other things, entering into hedging, short sale, option and other derivative transactions involving our securities.

We do not have an outright prohibition on pledging of our securities because we acknowledge that personal circumstances may warrant entrance into such an arrangement instead of selling Company securities. Our Insider Trading Policy generally discourages pledging transactions and requires prior notice and approval of pledging transactions to the Legal Compliance Officer under the Insider Trading Policy.

Shareholder Communications with the Board

The board of directors has established the following procedure to enable anyone who has a concern regarding Guaranty to communicate that concern directly to an individual director, the board as a group, or a specified committee or group, including the independent directors as a group. Any such communication should be made using the following contact information:

Guaranty Bancshares, Inc.

c/o Corporate Secretary

16475 Dallas Parkway, Suite 600

Addison, Texas 75001

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Communications may be confidential or anonymous. Guaranty will initially receive and process communications before forwarding them to the addressee. Communications may also be referred to other departments within Guaranty. Guaranty generally will not forward to the directors a communication that it determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about Guaranty.

Concerns about questionable accounting or auditing matters or possible violations of the Code of Conduct or Code of Ethics for Chief Executive Officer and Senior Financial Officers should be reported under the procedures outlined in the Code of Conduct and Code of Ethics, which are available on Guaranty’s website at gnty.com.

EXECUTIVE COMPENSATION AND OTHER MATTERS

We discuss below our compensation program for our NEOs. Our NEOs for 2024, which consist of our principal executive officer, our principal financial officer and the three other most highly compensated executive officers, are:

Scope of Authority and Role of the Compensation Committee

The Compensation Committee (the "Committee"), either as a committee or together with the other independent directors of the Company, oversees the compensation of the Company’s NEOs. Our Chairman and Chief Executive Officer annually reviews the performance of each of the Company’s and its subsidiaries’ executive officers (other than himself). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and bonuses, are presented to the Compensation Committee. The Compensation Committee evaluates the Chairman and Chief Executive Officer’s performance in light of the Company's goals and objectives relevant to his compensation and, either as a committee or together with the other independent directors of the Company, determines and approves the Chairman and Chief Executive Officer’s compensation level. The Chairman and Chief Executive Officer is not involved with any aspect of determining his own pay. Specific roles and responsibilities of the Compensation Committee are further described under “CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS – Compensation Committee.”

Executive Compensation Philosophy

The Company has an executive compensation program designed to offer competitive cash and equity compensation and benefits that will attract, motivate and retain highly qualified and talented executives who will help maximize the Company’s financial performance and earnings growth. Our philosophies are intended to align the interests and incentives of our NEOs with those of our shareholders by associating a substantial portion of each NEO's compensation to achievement of performance goals that are consistent with our strategies and include the following principles and objectives:

We compensate our NEOs through a mix of base salary, discretionary cash bonuses, long-term incentive compensation and other benefits, which include, to a certain extent, perquisites. We believe the current mix and value of these compensation elements provide our NEOs with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and each executive’s particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements.

In general, it is the Company’s compensation policy to target total compensation for each of our executives to be in a competitive range of our peer group (as described below). Actual compensation realized by NEOs is primarily based on the Company’s performance. In addition to the external competitiveness, the Committee evaluates the following factors when making total compensation decisions for the NEOs:

The Committee does not assign a specific weighting to these factors and may exercise its discretion when making compensation decisions for NEOs. Mr. Abston makes recommendations to the Committee on the pay levels of his direct reports, including other NEOs, for the Committee’s review and approval. The Committee reviews a total compensation report for Mr. Abston annually and uses this report when making total compensation decisions for him. Mr. Abston does not make recommendations to the Committee on his own pay levels. The Committee, in an executive session and without Mr. Abston present, determines the pay levels for Mr. Abston to be ratified by the Board.

The Committee does not maintain a stated policy with regard to the allocation of cash and non-cash components of compensation. However, the allocation of cash and non-cash compensation for each of the NEOs is reviewed by the Committee annually.

In general, the Committee does not take into account amounts realizable from prior compensation when making future pay decisions. However, previous grant date amounts and values are considered, particularly when establishing long-term incentive award grant levels.

Our Compensation and Governance Best Practices

We continually evaluate our executive compensation practices and policies. We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives:

Competitive Positioning and Benchmarking

Periodically, the Committee engages outside compensation consultants to evaluate whether our compensation practices are consistent with meeting our objectives. The committee has authority to retain outside counsel, experts, compensation consultants and other advisors, as needed. In these engagements, the Committee instructs the consultant

to compare our compensation practices and compensation levels to those of a peer group of similarly situated financial services companies. The consultant then provides the Committee with analyses and recommendations.

In August 2024, the Committee engaged and met with Pearl Meyer & Partners (“Pearl Meyer”) to review and advise the Committee on executive compensation matters. At this meeting, Pearl Meyer presented the Committee with its findings, which it based on a study of 2023 data (the most recent data then available).

The Pearl Meyer analyses compared the compensation of our NEOs to a representative sample of 13 publicly traded financial institutions that were comparable to the Company in either location or asset size or in performance measures. This peer group consisted of the following companies:

As a perspective for the Compensation Committee, Pearl Meyer’s assessment of the Company’s compensation practices and levels in the 2024 comprehensive reports concluded:

The results of the analyses were considered by the Committee in determining the appropriate components and amounts of executive compensation for 2024, as described below.

Named Executive Officers Compensation At Risk

The table below illustrates the 2024 at-risk compensation of our CEO and other NEOs. We believe this pay mix strengthens our emphasis on long-term equity incentive compensation and maintains an appropriate level of at-risk compensation, and further aligns the interests of our NEOs with shareholders.

To achieve the objectives of our compensation program, we use a mix of compensation components that are evaluated individually and in combination, including those described below. The Committee determines the level and percentage mix of compensation components it believes is appropriate for each executive, taking into account specific responsibilities within the Company, and similarly situated executive compensation.

Cash Compensation

Base Salary

The base salaries of our NEOs have been historically reviewed and recommended by the Compensation Committee and set annually by the Board of Directors as part of the Company’s performance review process in September of each

year, with base salary changes effective on October 1st of each year as well as upon the promotion of an executive officer to a new position or other change in job responsibility. In establishing base salaries for our NEOs, the Compensation Committee has relied on external market data obtained from outside sources, including data obtained from banking industry trade groups and our compensation consultants, Pearl Meyer. The Compensation Committee has also considered:

The Compensation Committee does not assign a specific weighting to these factors when making compensation decisions. No specific weighting is targeted for base salaries as a percentage of total compensation.

Base salaries for the NEOs for fiscal years 2024 and 2023 were as follows:

Increases in base salary amounts from 2023 to 2024 resulted from annual performance-based merit increases.

Cash Bonuses

Annual incentive awards are intended to recognize and reward those NEOs who contribute meaningfully to our performance for the year. In 2024, we utilized a formulaic approach to incentivize achievement of specific performance measures in determining the amount of bonuses paid under the terms of our Employee Bonus Plan.

Employee Bonus Plan. We sponsor an employee bonus plan that rewards officers and employees based on performance of individual business units of the Company. Earnings and growth performance goals for each business unit and for the Company as a whole are established at the beginning of the calendar year and approved annually by the board of directors. The bonus plan provides for a predetermined bonus amount to be contributed to the employee bonus pool based on (i) earnings targets and growth for individual business units and (ii) achieving certain pre-tax return on average equity and pre-tax return on average asset levels for the Company as a whole. These bonus amounts are established annually by our board of directors. In 2024, the bonus plan expense was $3.2 million based on a pre-tax, pre-bonus return on average equity and a pre-tax, pre-bonus return on average assets of 11.99% and 1.44%, respectively.

In determining whether to pay cash bonuses to an NEO for a given year and the amount of any cash bonus to be paid, the Compensation Committee considers the personal performance of the executive officer and contributions to the Company’s performance for the year, including leadership, teamwork and community service.

Long-Term Incentive Compensation

In order to motivate and retain our NEOs and to align executive compensation with the long-term objectives of the organization, the Compensation Committee considers market practices, external competitiveness, shareholder interests and advice from independent compensation consultants in establishing the type and amount of equity awards granted to our NEOs. Long-term incentive compensation includes equity awards under the 2015 Equity Incentive Plan.

2015 Equity Incentive Plan

In 2015, our board of directors and shareholders adopted and approved the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan ("2015 Plan"). The purpose of our 2015 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, directors and consultants and to promote the success of the Company’s and the Bank’s business by offering these individuals an opportunity to acquire a proprietary interest in the success of the Company. The following is a brief summary of the material terms of our 2015 Plan.

Our board of directors or one or more committees appointed by our board of directors administers the 2015 Plan. For this purpose our board of directors has delegated general administrative authority for the 2015 Plan to the Compensation Committee. Persons eligible to receive awards under the 2015 Plan include officers, directors, employees and consultants. The Compensation Committee determines from time to time the participants to whom awards will be granted.

The maximum number of shares of common stock that may be issued or transferred pursuant to awards under the 2015 Plan currently equals 1,314,000 shares, which includes the initial 1,000,000 shares, the annual 20,000 share increases described below and the effects of a 10% stock dividend in 2021. The initial 1,000,000 shares may, but need not, be issued pursuant to incentive stock options. Under the terms of the 2015 Plan, the maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the 2015 Plan, other than awards of incentive stock options, shall increase annually on the first day of each fiscal year following the adoption of the 2015 Plan by 20,000 shares, unless our board of directors determines a lesser amount. Additionally, the maximum number of shares that may be issued for awards to any single officer, employee or director participant during a calendar year for stock options and stock appreciation rights ("SARs"), is 300,000 shares (200,000 shares for non-employee members of the board of directors), for other stock-based awards (excluding stock options and SARs but including restricted stock and restricted stock units) is 150,000 shares (100,000 shares for non-employee members of the board of directors) and for cash awards is $2.0 million.

If any shares of stock covered by an award granted under the 2015 Plan are not purchased or are forfeited or expire, or if an award otherwise terminates without delivery of any shares of stock subject thereto, or is settled in cash in lieu of shares of stock, then the number of shares of stock counted against the aggregate number of shares of stock available under the 2015 Plan with respect to the award will again be available for making awards under the 2015 Plan.

Currently Outstanding Awards. As of February 28, 2025, 372,430 stock options and 8,979 restricted stock awards ("RSAs") were issued and outstanding under the 2015 Plan and an aggregate of 471,178 shares of our common stock remain available for issuance under the 2015 Plan. Other than as set forth above, no other types of incentive awards have been issued under the 2015 Plan as of February 28, 2025.

Adjustments for Changes in Capitalization. In connection with recapitalizations, stock dividends, stock splits, combination of shares or other changes in the stock, our Compensation Committee will make adjustments that it deems appropriate to the aggregate number of shares of common stock that may be issued under the 2015 Plan and the terms of outstanding awards.

Incentive Awards. The 2015 Plan authorizes the grant of stock options, SARs, restricted stock, restricted stock units, performance-based awards, as well as other awards described in the 2015 Plan. The 2015 Plan retains the flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be paid or settled in cash. An option or SAR will expire, or other award will vest, in accordance with the schedule set forth in the applicable award agreement.

Stock Options. A stock option is the right to purchase shares of common stock at a future date at a specified price per share generally equal to, but no less than, the fair market value of a share on the date of grant. An option may either be an incentive stock option ("ISO"), or a nonstatutory stock option ("NSO"). ISO benefits are taxed differently from NSOs, as described below under “—Federal Income Tax Treatment of Awards under the 2015 Plan.” ISOs also are subject to more restrictive terms and are limited in amount by the Internal Revenue Code and the 2015 Plan. Full payment for shares purchased on the exercise of any option must be made at the time of such exercise in a manner approved by the Compensation Committee.

Restricted Stock Awards. An RSA is typically for a fixed number of shares of common stock that remain forfeitable unless and until specified conditions are met. Upon satisfaction of the applicable conditions, the holder of an RSA may sell or transfer the shares.

Acceleration of Awards; Possible Early Termination of Awards. Upon a change in control of our Company, outstanding awards under the 2015 Plan will be assumed or substituted on substantially the same terms. However, if the successor corporation does not assume or substitute the outstanding awards, then vesting of these awards will fully accelerate, and in the case of options or SARs, will become immediately exercisable. For this purpose a change in control

is defined to include certain changes in the majority of our board of directors, the sale of all or substantially all of our assets and the consummation of certain mergers or consolidations.

Transfer Restrictions. Subject to certain exceptions, awards under the 2015 Plan are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by him or her.

Termination of or Changes to the 2015 Plan. Our board of directors may, in its discretion, amend, alter or terminate the 2015 Plan or any award outstanding under the 2015 Plan at any time and in any manner. Unless required by applicable law or listing agency rule, shareholder approval for any amendment will not be required. Unless previously terminated by our board of directors, the 2015 Plan will terminate on the tenth anniversary of its effective date. Outstanding awards may be amended, subject, however, to the consent of the holder if the amendment materially and adversely affects the holder.

Federal Income Tax Treatment of Awards under the 2015 Plan. Federal income tax consequences (subject to change) relating to awards under the 2015 Plan are summarized in the following discussion. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

For NSOs, we are generally entitled to deduct (and the optionee recognizes taxable income in) an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. For ISOs, we are generally not entitled to a deduction nor does the participant recognize income at the time of exercise. The current federal income tax consequences of other awards authorized under the 2015 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses and performance share awards are generally subject to tax at the time of payment; cash-based awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. We will generally have a corresponding deduction at the time the participant recognizes income. However, as for those awards subject to ISO treatment, we would generally have no corresponding compensation deduction.

If an award is accelerated under the 2015 Plan in connection with a change in control (as this term is used under the Internal Revenue Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration, commonly called parachute payments, if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, the aggregate compensation in excess of $1,000,000 attributable to awards which are not “performance-based” within the meaning of Section 162(m) of the Internal Revenue Code, or do not fall within any other applicable exceptions, may not be permitted to be deducted by the Company in certain circumstances.

Until recently, Section 162(m) of the Internal Revenue Code imposed a limit, with certain exceptions, on the amount that a publicly held corporation may deduct in any tax year for the compensation paid or accrued to its principal executive officer and three highest compensated officers (other than the principal executive officer or the principal financial officer). However, on December 22, 2017, President Donald Trump signed the Tax Cuts and Jobs Act, or the TCJA, into law. The TCJA repeals certain exceptions to the deductible limit for performance-based compensation for tax years beginning after 2017. In addition, the TCJA requires compensation paid to the principal financial officer also be subject to the limit, in addition to the principal executive officer and three other highest compensated officers, or covered employees. Once an employee is treated as a covered employee, the individual remains a covered employee for all future years, including once they are no longer employed by the Company and with respect to payments made after the death of the covered employee.

Retirement Benefits

Employee Stock Ownership Plan

As of January 1, 1992, the Bank amended and restated its 401(k) profit sharing plan in its entirety as an Employee Stock Ownership Plan ("ESOP"), as defined in the Internal Revenue Code, and upon our acquisition of the Bank in 1997, the ESOP became the Guaranty Bancshares, Inc. Employee Stock Ownership Plan with 401(k) Provisions ("KSOP").

Our KSOP is designed to: (1) qualify as an employee stock ownership plan under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (2) allow participants to make elective contributions in accordance with the Internal Revenue Code; and (3) allow the Bank and/or the Company to make matching contributions and other contributions in accordance with the Internal Revenue Code and ERISA. Generally, each employee

of the Company, Bank, and any affiliate becomes a participant in the plan eligible to make elective contributions and receive matching contributions as of the first day of the month coincident with or next following the earlier of (i) the date of hire in a position requiring the completion of 1,000 hours of service during a year, or (ii) completion of 1,000 hours of service during a year.

Employees may make elective “traditional” or “Roth” contributions to the plan, up to the maximum dollars amounts allowed annually by the Internal Revenue Code and regulations. Five percent of an employee’s pay is automatically withheld as a traditional pre-tax elective contribution, unless the employee elects out. The Company has discretion to make matching contributions, on a dollar-for-dollar basis, with respect to salary deferrals up to a certain percentage of a participant’s compensation. In 2024, the Company contributed to the KSOP matching funds up to 5% of participant compensation. Elective contributions are always 100% vested, but the Company matching contributions are subject to a six-year vesting schedule.

Generally, participants have the ability to direct up to 60% of their total account into Company stock purchased on the open NYSE market at the prevailing market price at the time of purchase. Dividends paid on Company stock are automatically reinvested through purchase on the open market, unless a participant elects that the dividends be paid in cash. The KSOP also provides as investment options a diversified portfolio of highly quality mutual funds representing all industrial sectors and asset classes. Participants may divest the Company stock in their account at any time and elect any one of the other investment options available to them under the plan. However, certain participants are required to have such transactions preauthorized by the Company’s General Counsel. Without such preauthorization, transactions will not be processed.

The KSOP was restated for Internal Revenue Service ("IRS") “Cycle A-3” on December 14, 2016, and the IRS issued a Favorable Determination Letter on October 18, 2017. Upon the Company’s registration of its common stock on the Nasdaq, the KSOP was again restated on February 14, 2018 to reflect the public company status. In 2023, the KSOP was restated using the Newport Group, Inc. Non-Standardized Pre-Approved KSOP Plan, IRS Serial No. Q702656a.

As of December 31, 2024, the KSOP held 887,732 shares of our common stock. Total contributions accrued or paid to the KSOP from all sources for the year ended December 31, 2024 was $4.7 million.

Nonqualified Deferred Compensation

We sponsor two separate nonqualified deferred compensation plans: the Executive Incentive Retirement Plan and the Executive Deferred Contribution Plan for the benefit of our NEOs and certain senior officers of the Bank. See “—Executive Incentive Retirement Plan” and “—Executive Deferred Contribution Plan” below for a discussion of the benefits available under the plans.

Executive Incentive Retirement Plan

We sponsor a nonqualified, non-contributory Executive Incentive Retirement Plan for the benefit of certain senior officers of the Bank, including all of our NEOs. This plan provides benefits to such personnel for the attainment of certain performance criteria in various predetermined amounts equal to targeted awards levels as adjusted for annual earnings performance of the Company. Contributions under this plan are granted annually on a deferred basis. Currently, depending on the officer, the Bank contributes between 3.00% and 9.75% of the officer’s salary each year into an unfunded deferral account, and each officer’s account balance is further credited each year by an amount equal to our annualized return on equity, subject to a minimum crediting rate of 4.0% and a maximum crediting rate of up to 13.0%. The Executive Incentive Retirement Plan’s normal retirement benefit is payable following separation from service after reaching age 65, and is payable over 120 months with a 7.5% post-retirement interest rate.

This plan also provides a death benefit to the participants until separation of service. In order to fund the death benefits under the plan, we have purchased life insurance policies for the individuals participating in the plan, including our NEOs. In addition to utilizing bank-owned life insurance policies to fund the death benefits under the plan, we invest in bank owned life insurance due to its attractive nontaxable return and protection against the loss of its key employees. The cash surrender value of the life insurance policies held by us totaled $42.9 million for the year ended December 31, 2024. Our expenses and recorded liability related to the Executive Incentive Retirement Plan totaled $857,419 and $6.7 million, respectively, for and as of the year ended December 31, 2024.

The amount of the Company’s contribution to each NEO's account in the Executive Incentive Retirement Plan for 2024 is reflected in the Nonqualified Deferred Compensation table.

Executive Deferred Contribution Plan

All NEOs are eligible to participate in the nonqualified Executive Deferred Contribution Plan offered to a select group of executive officers and highly compensated employees. Participation is voluntary and provides participants the opportunity to defer income until a later date. Participants may elect to defer a portion of their salary, annual incentive bonus, and/or special compensation during an open enrollment period prior to the year in which the compensation is earned. Participants are 100% vested in the amounts credited to their deferred compensation account, which is held in custody in the Bank's trust department. The Company maintains a deferred compensation account for each participant. A participant may direct the investment of their account among the notional investment options available. A participant can elect to receive payment of deferred amounts upon termination of employment or after a specified calendar year. Payment options include a single lump sum or annual installments not to exceed 15 years.

Other Compensation Components

Benefits and Perquisites

Generally, our NEOs participate in the same benefit plans designed for all of our full-time employees, including health, dental, vision, disability and basic group life insurance coverage. We also provide our employees, including our NEOs, with a KSOP to assist our employees in planning for retirement and securing appropriate levels of income during retirement and to provide our employees with ownership in our organization.

We provide our NEOs with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain qualified executives. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. In 2024, we provided certain of our NEOs with the use of a Company-owned vehicle and/or with certain medical allowances for health examination expenses.

Equity Compensation Grant Practices

The following table presents information regarding stock options awarded to our NEOs in fiscal year 2024 during any period beginning four business days before the filing of a Form 10-K or Form 10-Q, or the filing or furnishing of a Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a material new option grant under Item 5.02(e) of Form 8-K), and ending one business day after the filing or furnishing of such report with the SEC.

Compensation Committee Report

The compensation committee has reviewed and discussed the compensation discussion and analysis included in this proxy statement with management and, based on that review and discussion, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in the proxy statement. The Board approved the Compensation Committee’s recommendation.

Submitted by the Compensation Committee of the Board of Directors:

James S. Bunch (Chairman);

Richard W. Baker;

Bradley K. Drake;

Christopher B. Elliott; and

James M. Nolan, Jr.

Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs. Messrs. Abston and Lee have served as NEOs for all three fiscal years presented, whereas Ms. Jacobson has served as an NEO since 2023. Mr. Lower served as an NEO in 2022 and 2024, and Mr. Brown has served as an NEO since 2024.

All Other Compensation

The following table presents all other compensation in detail from the summary above for the fiscal year ended December 31, 2024.

Equity Awards

Grants of Plan-Based Awards

The following table sets forth information relating to equity incentive plan awards that were made to the NEOs during the year ended December 31, 2024.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information relating to the unexercised options and nonvested restricted stock awards held by our NEOs as of December 31, 2024. All of the stock options shown in the table below were granted with a per share exercise price equal to the fair market value of our common stock on the grant date. Each of the stock options set forth below vests ratably in annual installments over a certain number of years from the grant date, as specified in the award agreement, beginning on the first anniversary of the grant date. All of the restricted stock awards shown in the table below were granted under the 2015 Plan.