SCHEDULE: Marshall T. Reynolds Boosts Stake in First Guaranty Bancshares

Marshall T. Reynolds and affiliated entities increased their beneficial ownership in First Guaranty Bancshares, Inc. to 12.94% following a private placement.

Summary

• Marshall T. Reynolds and a group of affiliated entities (Purple Cap, LLC, M.T. Reynolds Investment Trust, Champion Leasing Corp., The Harrah & Reynolds Corp., and Reynolds Capital Partners, LP) filed an Amendment No. 2 to Schedule 13D.
• The filing reflects the acquisition of additional Common Stock by Marshall T. Reynolds directly from First Guaranty Bancshares, Inc. in a private placement completed on December 31, 2025.
• The total beneficial ownership of Marshall T. Reynolds and the Reporting Persons collectively is 2,043,730 shares, representing 12.94% of First Guaranty Bancshares, Inc.'s outstanding Common Stock.
• First Guaranty Bancshares, Inc. had 15,793,433 shares of Common Stock outstanding as of January 2, 2026, after giving effect to the private placement.
• The shares were acquired for investment purposes, and Mr. Reynolds, who is the Chairman of the Board, may acquire or dispose of additional shares in the future.
• The private placement was funded by Mr. Reynolds from existing liquidity.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a key insider, the Chairman of the Board, through a private placement suggests confidence in the company's future prospects. This is generally viewed positively by the market as it aligns insider interests with those of other shareholders.

Positives

• A significant insider, Marshall T. Reynolds (Chairman of the Board), increased his stake in the company through a private placement, indicating confidence in the Issuer's prospects.
• The acquisition was funded from Mr. Reynolds' existing liquidity, suggesting personal financial commitment to the investment.

Risks

• The Reporting Persons reserve the right to acquire additional shares or dispose of some or all of their holdings in the future, which could impact market liquidity or share price.

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. Marshall T. Reynolds, as Chairman of the Board, may propose actions in his capacity as a Director.

Management Comments

• The Reporting Persons acquired the Common Stock reported on this Schedule 13D for investment purposes.
• The Reporting Persons may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by them on the open-market or in privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
• 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. Reynolds in his capacity as a Director of the Issuer or by such Board with the participation of Mr. Reynolds as a Director.

Industry Context

This filing primarily concerns a change in beneficial ownership by a significant insider and does not provide broader industry context or trends. It reflects an individual's investment decision within the banking sector.

Stakeholder Impact

• Shareholders: Increased alignment of interests with a significant insider (Chairman of the Board) due to increased ownership, potentially signaling confidence in the company's future.
• Company (First Guaranty Bancshares, Inc.): The private placement provided capital to the Issuer.

Next Steps

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

Key Dates

Recommendation

The filing indicates a significant insider, Marshall T. Reynolds, the Chairman of the Board, has increased his stake in First Guaranty Bancshares, Inc. through a private placement. This action typically signals confidence from management in the company's future. While insider buying is generally a positive indicator, this filing is purely an ownership disclosure and does not provide new financial performance data or strategic updates that would warrant a 'buy' or 'strong buy' recommendation without further analysis of the company's fundamentals. The existing substantial stake and the Chairman's continued investment suggest stability and alignment of interests, supporting a 'hold' position for current investors, while potential new investors should conduct further due diligence on the company's financial health and market position.

Keywords

First Guaranty Bancshares, Marshall T. Reynolds, Schedule 13D, Beneficial Ownership, Private Placement, Insider Buying, Bank Stock, Financial Services, Investment, Shareholder Stake