fgbi-20250604

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2025

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)




Louisiana	001-37621	26-0513559
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

400 East Thomas Street
Hammond, Louisiana		70401
(Address of principal executive offices)		(Zip Code)


(985) 345-7685
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

FGBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

FGBIP

The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement

First Amendment to Promissory Note

On June 4, 2025, First Guaranty Bancshares, Inc. (“First Guaranty or the "Company”) entered into the First Amendment to the Promissory Note (the “Promissory Note Amendment”) with Smith & Tate Investment, L.L.C. (“Smith & Tate), which amends that certain Promissory Note, dated as of October 5, 2023, by and between First Guaranty and Smith & Tate, as successor to Burke & Herbert Bank & Trust Company, as successor to Summit Community Bank, Inc. (as amended, the “Promissory Note”). Smith & Tate is a company controlled by Edgar Ray Smith, III, a director and principal shareholder of First Guaranty.

Prior to the Promissory Note Amendment, the Promissory Note provided for the payment of thirty-nine (39) quarterly installments of principal in the amount of $1,007,812.50 (the “Principal Payments”) plus all accrued but unpaid interest, beginning on December 31, 2023, and continuing on the last day of each consecutive calendar quarter thereafter, followed by a final payment on October 5, 2033, equal to the then-outstanding principal balance and all accrued but unpaid interest, penalties and fees due thereon.

The terms of the Promissory Note Amendment provide for the waiver of the Principal Payment for the four (4) consecutive calendar quarters beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date (the “Promissory Note Modified Payment Period”). Each interest payment that becomes due and payable during the Promissory Note Modified Payment Period will be made, at First Guaranty’s option, either (a) in cash, as provided in the Promissory Note, or (b) in shares of common stock of First Guaranty, $1.00 par value (the “Common Stock”), with the number of shares of Common Stock to constitute each such interest payment equaling (i) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Promissory Note; divided by (ii) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date. The number of shares of Common Stock to be issued will be rounded down to the nearest whole share.

The foregoing description of the Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Promissory Note Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

First Amendment to the Floating Rate Subordinated Note due March 28, 2034

On June 4, 2025, First Guaranty entered into the First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note Amendment”) with Smith & Tate, which amended that certain First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note”). As noted above, Smith & Tate is controlled by Edgar Ray Smith, III, a director and principal shareholder of the Company.

The Subordinated Note is for a ten-year term and bears interest at a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time until redemption or maturity. Prior to the Subordinated Note Amendment, interest on the Subordinated Note was payable monthly.

The terms of the Subordinated Note Amendment provide for the payment of quarterly interest on March 31, June 30, September 30, and December 31 of each year. Beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date, payments of interest will be made, at First Guaranty’s option, either (a) in cash, as provided for in the Subordinated Note, or (b) in shares of Common Stock, with the number of shares of Common Stock to constitute each such interest payment equaling (i) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Subordinated Note; divided by (ii) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date. The number of shares of Common Stock to be issued will be rounded down to the nearest whole share.

The foregoing description of the Subordinated Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Subordinated Note Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.


Item 9.01			Financial Statements and Exhibits
(d)			Exhibits
Exhibit No.			Description
10.1			First Amendment to the Promissory Note, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C.
10.2			First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C.

SIGNATURES

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




	FIRST GUARANTY BANCSHARES, INC.
	(Registrant)
Date: June 9, 2025
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer