First Guaranty (FGBI) spends $14.77M to repurchase branches, end leases
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Guaranty Bancshares, Inc., through its subsidiary First Guaranty Bank, has terminated certain long-term lease agreements by buying back three previously sold bank properties. On April 29, 2026, the Bank purchased two stand-alone branches and part of its headquarters building for an aggregate cash price of $14,770,000 from FGB Partners, LLC.
The properties were originally sold to FGB Partners on June 28, 2024 in a sale-leaseback transaction, with the Bank entering into absolute net leases having initial 15-year terms and renewal options. In connection with the repurchase, these lease agreements were terminated. FGB Partners is owned by individuals who are significant shareholders and are related to members of First Guaranty’s board.
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Insights
Bank repurchases key facilities, ending related-party leaseback.
First Guaranty Bank bought back three core properties, including branches and a portion of its headquarters, for $14,770,000. This unwinds a June 2024 sale-leaseback with FGB Partners, replacing long-term lease obligations with owned real estate.
The terminated absolute net leases had initial 15-year terms plus renewal options, so this shifts the Bank’s cost structure from rent to property ownership. FGB Partners is owned by significant shareholders and persons related to board members, so the transaction involves related parties as disclosed.
The filing does not quantify effects on earnings, capital, or regulatory ratios. Future periodic reports may show how the $14.77M cash outlay and removal of lease commitments influence expenses and balance sheet composition over subsequent reporting periods.
8-K Event Classification
Item 1.02 — Termination of a Material Definitive Agreement
1 item
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Key Figures
Property purchase price: $14,770,000 cash
Number of properties: 3 properties
Initial lease term: 15 years
+2 more
5 metrics
Property purchase price
$14,770,000 cash
Aggregate price for three properties bought April 29, 2026
Number of properties
3 properties
Two stand-alone branches and part of HQ building
Initial lease term
15 years
Initial term of each absolute net lease before termination
Original sale date
June 28, 2024
Date properties were sold to FGB Partners in sale-leaseback
Lease agreement type
Absolute net lease
Structure of leases terminated upon property repurchase
Key Terms
material definitive agreement, sale-leaseback transaction, absolute net lease agreements, Depositary Shares, +1 more
5 terms
material definitive agreement regulatory
"Item 1.02 Termination of a Material Definitive Agreement On April 29, 2026"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
sale-leaseback transaction financial
"The Properties were initially sold to FGB Partners on June 28, 2024, as part of a sale-leaseback transaction."
A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.
absolute net lease agreements financial
"the Bank entered into absolute net lease agreements (the “Lease Agreements”) with FGB Partners"
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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): April 29, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification Number) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 1.02 Termination of a Material Definitive Agreement
On April 29, 2026, First Guaranty Bank (the “Bank”), a wholly-owned subsidiary of First Guaranty Bancshares, Inc. (“First Guaranty”), purchased three properties owned by FGB Partners, LLC (“FGB Partners”), two stand-alone branches and a portion of the headquarters building which also contains a branch (collectively, the “Properties”), for an aggregate cash purchase price of $14,770,000. The Properties were initially sold to FGB Partners on June 28, 2024, as part of a sale-leaseback transaction. Concurrently with the 2024 sale of the Properties to FGB Partners, the Bank entered into absolute net lease agreements (the “Lease Agreements”) with FGB Partners, pursuant to which the Bank would lease each of the Properties.
In connection with the purchase of the Properties by the Bank, the Bank and FGB Partners terminated the Lease Agreements. Each of the Lease Agreements had an initial term of 15 years with specified renewal options.
FGB Partners is wholly owned by Douglas V. Reynolds, a shareholder and son of our Chairman Marshall T. Reynolds; Edgar Ray Smith III, a director and significant shareholder; and the Estate of William K. Hood, a former director and significant shareholder.
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: May 5, 2026 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
What properties did First Guaranty Bank buy back and from whom?
First Guaranty Bank bought two stand-alone branch properties and a portion of its headquarters building, which also contains a branch. The seller was FGB Partners, LLC, the same entity that acquired the properties in a June 2024 sale-leaseback transaction.
How much did First Guaranty Bank pay for the repurchased properties?
First Guaranty Bank paid an aggregate cash purchase price of $14,770,000 for the three properties. The payment covers two stand-alone branches and part of the headquarters building that had previously been sold under a sale-leaseback arrangement.
When were the properties originally sold in the sale-leaseback by FGBI?
The properties were originally sold to FGB Partners on June 28, 2024 as part of a sale-leaseback transaction. At that time, the Bank entered into absolute net lease agreements for each location with an initial term of 15 years and specified renewal options.
Who owns FGB Partners, the counterparty in FGBI’s property transaction?
FGB Partners is wholly owned by Douglas V. Reynolds, a shareholder and son of Chairman Marshall T. Reynolds, Edgar Ray Smith III, a director and significant shareholder, and the Estate of William K. Hood, a former director and significant shareholder, making it a related-party entity.
What is the significance of the 15-year lease terms mentioned for FGBI?
Each lease tied to the sale-leaseback had an initial 15-year term with renewal options, indicating a long-duration rental commitment. By repurchasing the properties and terminating these leases, the Bank replaces long-term rent obligations with direct property ownership.