8-K

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): December 15, 2022

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

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 classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1 par valueFGBIThe Nasdaq Stock Market LLCDepositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)FGBIPThe Nasdaq Stock Market LLC

Item 4.01.        Changes in Registrant's Certifying Accountant

(a) On December 15, 2022, Castaing, Hussey & Lolan, LLC resigned as the independent registered public accounting firm for First Guaranty. During the years ended December 31, 2021 and 2020 and the subsequent interim period through the date of this Current Report on Form 8-K, there were no: (1) disagreements with Castaing, Hussey & Lolan, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Castaing, Hussey & Lolan, LLC on the consolidated financial statements of First Guaranty as of and for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Before filing this Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”), First Guaranty provided Castaing, Hussey & Lolan, LLC with a copy of the disclosures contained in this Item 4.01(a). First Guaranty has requested that Castaing, Hussey & Lolan, LLC issue a letter, addressed to the SEC, stating whether or not Castaing, Hussey & Lolan, LLC agrees with the statements contained in this Item 4.01(a). A copy of Castaing, Hussey & Lolan, LLC’s letter dated December 15, 2022, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On December 15, 2022, First Guaranty engaged Griffith, DeLaney, Hillman & Lett CPA, PSC to serve as First Guaranty’s independent registered public accounting firm, effective December 15, 2022 (the “Engagement Date”). First Guaranty’s Audit Committee and Board of Directors approved the engagement of Griffith, DeLaney, Hillman & Lett CPA, PSC.

During the two most recent fiscal years and through the Engagement Date, First Guaranty did not consult with Griffith, DeLaney, Hillman & Lett CPA, PSC regarding either:

1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on First Guaranty’s financial statements, and neither a written report was provided to First Guaranty nor oral advice was provided that Griffith, DeLaney, Hillman & Lett CPA, PSC concluded was an important factor considered by First Guaranty in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1) (iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

Item 9.01.        Financial Statements and Exhibits.

Exhibit16.1    Letter of Castaing, Hussey & Lolan, LLC.

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.

INDEX TO EXHIBITS

Document

Exhibit 16.1

December 15, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: First Guaranty Bancshares, Inc.

Dear Sir or Madam:

We have read Item 4.01 of First Guaranty Bancshares, Inc’s Current Report on Form 8-K dated December 15, 2022 and we agree with the statements concerning our firm contained therein.

We have no basis to agree or disagree with any other matters reported therein.

/s/ Castaing, Hussey & Lolan, LLC