SCHEDULE: Insider Stake in First Guaranty Bancshares Rises to 18.2%

Edgar R. Smith III and affiliated entities increased their beneficial ownership in First Guaranty Bancshares, Inc. to 18.2% through a private placement and note conversions.

Summary

• This is Amendment No. 7 to the Schedule 13D filing for First Guaranty Bancshares, Inc.
• Edgar R. Smith III and affiliated entities (the "Reporting Persons") have increased their beneficial ownership of the Issuer's Common Stock.
• The increase is due to a private placement completed on December 31, 2025, where Smith & Tate Investments, LLC purchased Common Stock directly from the Issuer.
• Additional shares were acquired through the conversion of a Promissory Note and a Subordinated Note, both amended on June 4, 2025, between the Issuer and Smith & Tate Investments, LLC.
• As of January 2, 2026, after these transactions, there are 15,793,433 shares of Common Stock outstanding.
• Edgar R. Smith III now beneficially owns 2,867,467 shares, representing 18.2% of the outstanding Common Stock.
• The Reporting Persons acquired the Common Stock for investment purposes and may acquire or dispose of shares in the future.
• Mr. Smith serves as a director of the Issuer and has no present plans for significant corporate actions beyond his role as a director.

Sentiment

Score: 7

Explanation: The increased insider ownership through a private placement and note conversions suggests a strong vote of confidence from a key director and affiliated entities, which is generally a positive signal for investors. No negative information was disclosed.

Positives

• Increased insider ownership by Edgar R. Smith III and affiliated entities, demonstrating continued confidence in the company's future.
• The private placement and note conversions provided capital to the Issuer, potentially strengthening its financial position.

Future Outlook

The Reporting Persons acquired the Common Stock for investment purposes and may in the future acquire additional shares or dispose of some or all of their holdings. Mr. Smith, as a director, may propose actions to the Board, but no present plans for significant corporate changes are disclosed.

Management Comments

• "The Reporting Persons acquired the Common Stock reported on this Schedule 13D for investment purposes."
• "None of the Reporting Persons has any present plan or proposal that would result in any actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as might be proposed by Mr. Smith in his capacity as a Director of the Issuer or by such Board with the participation of Mr. Smith as a Director."

Industry Context

This filing primarily details changes in significant insider ownership and capital structure adjustments for First Guaranty Bancshares, Inc., a Louisiana-based financial institution. Such increases in insider stakes can signal confidence in the company's future within the regional banking sector, though the filing does not provide broader industry analysis.

Related Party Transactions

• Smith & Tate Investments, LLC, an entity of which Edgar R. Smith III is a member and manager, participated in a private placement directly with the Issuer.
• Smith & Tate Investments, LLC also acquired shares from the Issuer pursuant to amendments to a Promissory Note and a Subordinated Note, indicating pre-existing financial agreements between a related party and the Issuer.

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively, signaling confidence. The issuance of new shares (private placement, note conversions) could dilute existing shareholders, though the filing does not specify the number of shares issued in these transactions, only the resulting total outstanding.
• Creditors: The conversion of notes into equity could reduce debt obligations, potentially strengthening the Issuer's balance sheet.

Next Steps

• Reporting Persons may acquire additional shares or dispose of current holdings in the future.
• Mr. Smith, in his capacity as a Director, may propose actions to the Issuer's Board.

Key Dates

Recommendation

The filing indicates a significant increase in insider ownership by Edgar R. Smith III and affiliated entities, demonstrating strong confidence in First Guaranty Bancshares. This is generally a positive signal. However, the filing is an ownership disclosure and does not provide financial performance data or strategic updates that would warrant a 'buy' or 'strong buy' recommendation without further analysis of the company's fundamentals. The lack of explicit negative information or immediate strategic shifts suggests maintaining current positions while monitoring future developments.

Keywords

First Guaranty Bancshares, Edgar R. Smith III, Schedule 13D, Beneficial Ownership, Insider Ownership, Private Placement, Note Conversion, Common Stock, Financial Services, Banking