SCHEDULE: Major Shareholder Edgar R. Smith III Significantly Increases Stake in First Guaranty Bancshares

Edgar R. Smith III and affiliated entities have substantially increased their beneficial ownership in First Guaranty Bancshares, Inc. to 31.88% through a private placement and debt-for-equity exchange.

Summary

• Edgar R. Smith III and affiliated entities (Smith & Hood Holding Company, LLC; Smith & Hood Investments, LLC; Big 4 Investments, LLC; Smith-Hoover Investments LLC; MACSMITH LLC; and Smith & Tate Investments, LLC) filed Amendment No. 6 to Schedule 13D.
• The filing reflects the acquisition of Common Stock directly from First Guaranty Bancshares, Inc. in a private placement and exchange completed on June 30, 2025.
• As of July 1, 2025, after these transactions, First Guaranty Bancshares, Inc. had 15,120,172 shares of Common Stock outstanding.
• Edgar R. Smith III is deemed to beneficially own an aggregate of 4,819,677 shares, representing 31.88% of the outstanding Common Stock.
• The acquisition was funded by Mr. Smith's existing liquidity for private placement shares, the exchange of existing subordinated debt held by Smith & Tate, and Mr. Smith accepting shares in lieu of cash owed as interest on debt.
• The Reporting Persons hold the Common Stock for investment purposes and may acquire or dispose of shares in the future.
• Mr. Smith currently serves as a director of First Guaranty Bancshares, Inc.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a director and affiliated entities, coupled with the conversion of debt to equity and new capital injection, indicates strong insider confidence and a potentially strengthened capital structure for the company. This is generally viewed positively by the market.

Positives

• Increased beneficial ownership by a director and affiliated entities, signaling strong confidence in the company's future.
• The private placement and debt-for-equity exchange strengthen the company's capital structure by converting debt into equity and raising new capital.

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 Issuer's Board.

Management Comments

• Mr. Smith's principal occupation is entrepreneur primarily engaged in manufacture and/or distribution of lubricants, oil, and related products, as well as a trucking business.
• The principal business of Holding LLC is to invest in Issuer securities.
• The principal business of Investments, LLC is managing investments, including but not limited to Issuer securities, as well as holding real estate.
• The principal business of Big 4 is investments, including Issuer securities, Issuer debt and real estate.
• The principal business of Smith-Hoover is investments, including Issuer securities and real estate.
• The principal business of MACSMITH is to invest in commercial real estate and hold Issuer securities.
• The principal business of Smith & Tate is managing investments, including but not limited to Issuer securities and debt.

Industry Context

This filing reflects a significant increase in insider ownership for First Guaranty Bancshares, a Louisiana-based financial institution. Such an increase by a director and affiliated entities can be interpreted as a strong vote of confidence in the company's strategy and future prospects within the regional banking sector.

Related Party Transactions

• The June 30, 2025 Transactions involved the acquisition of Common Stock directly from the Issuer by Edgar R. Smith III and Smith & Tate Investments, LLC, both of which are affiliated with Mr. Smith, a director of the Issuer.
• Funding included contributions by Mr. Smith for shares purchased in a private placement and the exchange of existing subordinated debt held by Smith & Tate.
• Mr. Smith also accepted shares in lieu of cash owed as interest on debt held by him.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence, potentially influencing investor sentiment positively. The private placement and debt-for-equity exchange could dilute existing shareholders if not structured favorably, but also strengthen the company's financial position.
• Creditors: The conversion of subordinated debt to equity reduces the company's debt burden, which is generally positive for creditors.

Next Steps

• Reporting Persons may acquire additional shares of Common Stock or dispose of some or all of the shares held by them.
• Mr. Smith, in his capacity as a Director, may propose actions to the Issuer's Board.

Key Dates

Recommendation

Keywords

First Guaranty Bancshares, FGBS, Schedule 13D, Beneficial Ownership, Edgar R. Smith III, Private Placement, Debt-for-Equity Exchange, SEC Filing, Investment, Common Stock, Shareholder Stake, Corporate Governance