FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
First Guaranty Bancshares, Inc. [ FGBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
COMMON STOCK | 06/30/2025 | P | 30,865 | A | $8.1 | 870,961 | D | |||
COMMON STOCK | 06/30/2025 | A(2) | 1,981,506 | A | $7.57 | 2,852,467 | D | |||
COMMON STOCK | 06/30/2025 | A(3) | 88,482 | A | $8 | 186,942 | I | By: Smith & Tate Investments, LLC(1) | ||
COMMON STOCK | 19,407 | I | By: MACSMITH LLC(1) | |||||||
COMMON STOCK | 340,637 | I | By: Smith & Hood Investment, LLC(1) | |||||||
COMMON STOCK | 340,344 | I | By: Big 4 Investments, LLC(1) | |||||||
COMMON STOCK | 17,063 | I | By: Smith-Hoover Holdings, L.L.C.(1) | |||||||
COMMON STOCK | 1,062,817 | I | By Smith & Hood Holding Company, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
2. The 1,981,506 shares of common stock of the issuer were issued to the reporting person pursuant to the terms of the Exchange Agreement, dated as of June 16, 2025, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III (the "Exchange Agreement"). The Exchange Agreement provides for the issuance of 1,981,506 shares of common stock of the issuer at a price of $7.57 per share in exchange for that certain Floating Rate Subordinated Note due June 21, 2032, in the principal amount of $15,000,000. The Exchange Agreement was filed as Exhibit 10.1 to the Form 8-K filed by First Guaranty Bancshares, Inc. with the SEC on June 18, 2025. |
3. The 88,482 shares of common stock of the issuer were issued to the reporting person pursuant to the terms of the 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. (the "Promissory Note Amendment") and the 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. (the "Subordinated Note Amendment"). The Promissory Note Amendment and the Subordinated Note Amendment were filed as Exhibit 10.1 and Exhibit 10.2 to the Form 8-K filed by First Guaranty Bancshares, Inc. with the SEC on June 9, 2025. |
/s/ Edgar R. Smith III | 07/02/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |