First Guaranty Bancshares, Inc 8-K, filed Jun 9, 2025
First Guaranty Bancshares, Inc. (FGBI)
8-K
2025-06-09
For: 2025-06-04
View Original
Added on
April 12, 2026
About this 8-K
First Guaranty Bancshares, Inc filed this 8-K on June 9, 2025, reporting on events of June 4, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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): June 4, 2025
(Exact name of registrant as specified in its charter)
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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):
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:
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Item 1.01 Entry into a Material Definitive Agreement
First Amendment to Promissory Note
On June 4, 2025, First Guaranty Bancshares, Inc. (“First Guaranty or the "Company”) entered into the First Amendment to the Promissory Note (the “Promissory Note Amendment”) with Smith & Tate Investment, L.L.C. (“Smith & Tate), which amends that certain Promissory Note, dated as of October 5, 2023, by and between First Guaranty and Smith & Tate, as successor to Burke & Herbert Bank & Trust Company, as successor to Summit Community Bank, Inc. (as amended, the “Promissory Note”). Smith & Tate is a company controlled by Edgar Ray Smith, III, a director and principal shareholder of First Guaranty.
Prior to the Promissory Note Amendment, the Promissory Note provided for the payment of thirty-nine (39) quarterly installments of principal in the amount of $1,007,812.50 (the “Principal Payments”) plus all accrued but unpaid interest, beginning on December 31, 2023, and continuing on the last day of each consecutive calendar quarter thereafter, followed by a final payment on October 5, 2033, equal to the then-outstanding principal balance and all accrued but unpaid interest, penalties and fees due thereon.
The terms of the Promissory Note Amendment provide for the waiver of the Principal Payment for the four (4) consecutive calendar quarters beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date (the “Promissory Note Modified Payment Period”). Each interest payment that becomes due and payable during the Promissory Note Modified Payment Period will be made, at First Guaranty’s option, either (a) in cash, as provided in the Promissory Note, or (b) in shares of common stock of First Guaranty, $1.00 par value (the “Common Stock”), with the number of shares of Common Stock to constitute each such interest payment equaling (i) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Promissory Note; divided by (ii) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date. The number of shares of Common Stock to be issued will be rounded down to the nearest whole share.
The foregoing description of the Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Promissory Note Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
First Amendment to the Floating Rate Subordinated Note due March 28, 2034
On June 4, 2025, First Guaranty entered into the First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note Amendment”) with Smith & Tate, which amended that certain First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note”). As noted above, Smith & Tate is controlled by Edgar Ray Smith, III, a director and principal shareholder of the Company.
The Subordinated Note is for a ten-year term and bears interest at a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time until redemption or maturity. Prior to the Subordinated Note Amendment, interest on the Subordinated Note was payable monthly.
The terms of the Subordinated Note Amendment provide for the payment of quarterly interest on March 31, June 30, September 30, and December 31 of each year. Beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date, payments of interest will be made, at First Guaranty’s option, either (a) in cash, as provided for in the Subordinated Note, or (b) in shares of Common Stock, with the number of shares of Common Stock to constitute each such interest payment equaling (i) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Subordinated Note; divided by (ii) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date. The number of shares of Common Stock to be issued will be rounded down to the nearest whole share.
The foregoing description of the Subordinated Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Subordinated Note Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) | Exhibits | ||||
Exhibit No. | Description | ||||
10.2 | |||||
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.
| FIRST GUARANTY BANCSHARES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: June 9, 2025 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||
EXHIBIT 10.1
FIRST AMENDMENT TO THE
PROMISSORY NOTE
This FIRST Amendment to THE PROMISSORY NOTE (this “Amendment”) is made and entered into in respect of that certain Promissory Note, dated October 5, 2023 (the “Note”), by and between First Guaranty Bancshares, Inc. (the “Company”) and Smith & Tate Investment, L.L.C. (the “Noteholder”), as successor to Burke & Herbert Bank & Trust Company, as successor to Summit Community Bank, Inc.
WHEREAS, the terms of the Note provide for the payment of thirty-nine (39) quarterly installments of principal in the amount of One Million Seven Thousand and Eight Hundred Twelve Dollars and Fifty Cents ($1,007,812.50) (the “Principal Payment”), plus accrued interest through such date (each, an “Interest Payment”), beginning on December 31, 2023 and continuing on the last day of each consecutive calendar quarter thereafter (each, a “Payment Date”), followed by a final payment on October 5, 2033 equal to the then-outstanding principal balance and all accrued but unpaid interest, penalties and fees due thereon;
WHEREAS, the terms of the Note further provide that the Note shall bear interest at a rate equal to the Prime Index Rate as published by the Wall Street Journal, minus one-half of one percent (0.50%) per annum, and as adjusted and repriced at the end of each calendar quarter thereafter, subject to a minimum rate of four and forty-nine hundredths of one percent (4.49%) per annum;
WHEREAS, Section 8.5 of that certain Loan Agreement, dated as of October 5, 2023 (the “Loan Agreement”), provides that any amendments or modifications to the Note must be in writing and signed by the Noteholder; and
WHEREAS, the Company and the Noteholder have agreed to certain amendments and modifications to the Note.
NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and agreements set forth in this Amendment, the parties agree as follows:
1.Waiver of Principal Payment. The Noteholder agrees to waive payment of the Principal Payment for the four (4) consecutive calendar quarters, beginning on the June 30, 2025, Payment Date and ending on the March 31, 2026, Payment Date (the “Modified Payment Period”), such that the next required Principal Payment on the Note as hereby amended shall be June 30, 2026.
2.Waiver of Covenants. The Noteholder agrees to waive compliance with Section 5.15.2 of the Loan Agreement, relating to the Modified Texas Ratio, such that the breach of such covenant shall not constitute an Event of Default per the Loan Agreement, which waiver shall only be effective during the Modified Payment Period.
3.Modification of Interest Payment. Each Interest Payment that becomes due and payable during the Modified Payment Period shall, at the Company’s option, be made either (a) in cash as provided in the Note, or (b) in shares of common stock of the Company, $1.00 par value (the “Common Stock”), with the number of shares of Common Stock to constitute each such Interest Payment equaling (i) the cash payment due as of such Payment Date based on the then-applicable interest rate as provided in the Note; divided by (ii) the consolidated closing bid price per share on the trading day immediately preceding the Interest Payment Date. The Common Stock will be issued to the Noteholder’s designee. The number of shares of Common Stock will be rounded down to the nearest whole share.
4.Effect of Amendment. Except as provided herein, all terms and conditions of the Note and the Loan Agreement will remain in full force and effect. This Amendment will not constitute an amendment or waiver of any provision of the Note not expressly amended by this Amendment.
5.Multiple Counterparts. For the convenience of the parties, this Amendment may be signed in multiple counterparts, each of which will be deemed an original, and all counterparts hereof so signed by the parties hereto, whether or not such counterpart will bear the execution of each of the parties hereto, will be deemed to be, and is to be construed as, one and the same Amendment. A facsimile or electronic scan in a “.pdf” format transmission of a signed counterpart of this Amendment will be sufficient to bind the party or parties whose signature(s) appear thereon.
6.Effectiveness. This Amendment will become effective upon the execution hereof by the Company and the Noteholder.
7.Miscellaneous. All capitalized terms used, but not otherwise defined herein, will have the meanings given to them in the Note. This Amendment will be binding upon and will inure to the benefit of the parties hereto, their respective legal representatives, successors in title, and assigns. In the event any provision of this Amendment is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of any other provision hereof.
[Signature Page Follows]
[Signature Page to Amendment]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first above written.
FIRST GUARANTY BANCSHARES, INC.
By: /s/ Michael R. Mineer
Michael R. Mineer
President and Chief Executive Officer
IN WITNESS WHEREOF, the undersigned Noteholder has caused this Amendment to be executed as of the date first above written.
SMITH & TATE INVESTMENTS, L.L.C.
By: /s/ Edgar R. Smith, III
Name: Edgar Ray Smith III
Title: []
EXHIBIT 10.2
FIRST AMENDMENT to THE
FIRST GUARANTY BANCSHARES, INC.
FLOATING RATE SUBORDINATED NOTE DUE MARCH 28, 2034
This FIRST Amendment to THE FIRST GUARANTY BANCSHARES, INC. FLOATING RATE SUBORDINATED NOTE DUE mARCH 28, 2034 (this “Amendment”) is made and entered into in respect of that certain First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note”), issued by First Guaranty Bancshares, Inc. (“Company”) to and currently held by Smith & Tate, Investments, L.L.C. (the “Noteholder”). All capitalized terms used, but not otherwise defined herein, will have the meanings given to them in the Subordinated Note.
WHEREAS, Section 8.3 of that certain Subordinated Note Purchase Agreement, dated as of March 28, 2024 (the “NPA”), by and between the Company and the Noteholder, provides the manner in which the Subordinated Note may be amended by the Company and the holders of the Subordinated Notes; and
WHEREAS, the Company and the Noteholder have agreed to certain amendments and modifications to the Subordinated Note.
NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and agreements set forth in this Amendment, the parties agree as follows:
1.Amendments to Subordinated Note.
a.Section 2 of the Subordinated Note is hereby amended by deleting the phrase “payable monthly in arrears on the first day of each month of each year” and replacing with “payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an “Interest Payment Date”).”
b.Section 11 of the Subordinated Note is hereby amended by adding the following sentences at the end of Section 11:
“Notwithstanding the foregoing, beginning on the June 30, 2025, Interest Payment Date and ending on the March 31, 2026, Interest Payment Date (the “Modified Payment Period”), payments of interest shall, at the Company’s option, be made either (a) in cash as provided in the Subordinated Note, or (b) in shares of common stock of the Company, $1.00 par value (the “Common Stock”), with the number of shares of Common Stock to constitute each such interest payment equaling (i) the cash payment due as of such Interest Payment Date based on the then-applicable interest rate as provided in the Subordinated Note; divided by (ii) the consolidated closing bid price per share on the trading day immediately preceding the Interest Payment Date. The Common Stock will be issued to the Noteholder’s designee. The number of shares of Common Stock will be rounded down to the nearest whole share.”
c.Section 12 of the Subordinated Note is amended solely for the purpose of adding the following clause to the beginning of the first sentence of Section 12: “Except for payments of interest payable in Common Stock during the Modified Payment Period as specified in Section 11 of this Subordinated Note,”.
2. Effect of Amendment. Except as provided herein, all terms and conditions of the Subordinated Note will remain in full force and effect. This Amendment will not constitute an amendment or waiver of any provision of the Subordinated Note not expressly amended by this Amendment.
3. Multiple Counterparts. For the convenience of the parties, this Amendment may be signed in multiple counterparts, each of which will be deemed an original, and all counterparts hereof so signed by the parties hereto, whether or not such counterpart will bear the execution of each of the parties hereto, will be deemed to be, and is to be construed as, one and the same Amendment. A facsimile or electronic scan in a “.pdf” format transmission of a signed counterpart of this Amendment will be sufficient to bind the party or parties whose signature(s) appear thereon.
4. Effectiveness. This Amendment will become effective upon the execution hereof by the Company and the Noteholder.
5. Miscellaneous. This Amendment will be binding upon and will inure to the benefit of the parties hereto, their respective legal representatives, successors in title, and assigns. In the event any provision of this Amendment is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of any other provision hereof.
[Signature Page Follows]
[Signature Page to Amendment]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first above written.
FIRST GUARANTY BANCSHARES, INC.
By: /s/ Michael R. Mineer
Michael R. Mineer
President and Chief Executive Officer
IN WITNESS WHEREOF, the undersigned Noteholder has caused this Amendment to be executed as of the date first above written.
/s/ Edgar R. Smith, III
Edgar Ray Smith III