First Guaranty adjusts promissory, subordinated notes

First Guaranty Bancshares is changing the terms of two insider-related debt agreements with Smith & Tate Investment, L.L.C., a company controlled by director and principal shareholder Edgar Ray Smith III.

Rhea-AI Filing Summary

First Guaranty Bancshares is changing the terms of two insider-related debt agreements with Smith & Tate Investment, L.L.C., a company controlled by director and principal shareholder Edgar Ray Smith III. The original promissory note called for thirty-nine quarterly principal installments of $1,007,812.50 plus interest, followed by a final payment in 2033.

A prior amendment temporarily waived these principal payments and allowed the company, at its option, to pay interest in cash or in shares of common stock, with share amounts based on the prior day’s consolidated closing bid price. The new Second Promissory Note Amendment extends the waiver of principal payments through the March 31, 2028 interest payment date and extends the cash-or-stock interest payment option over this same Second Modified Payment Period.

The Second Subordinated Note Amendment similarly keeps in place First Guaranty’s ability to pay interest on its floating rate subordinated note, due March 28, 2034 and tied to the Prime Rate plus 75 basis points, in either cash or common stock during the Second Modified Payment Period.

Insights

Bank capital and securities analyst

First Guaranty extends flexibility on insider-held notes, favoring liquidity over near-term cash outflows.

First Guaranty Bancshares has negotiated second amendments on a large promissory note and a floating rate subordinated note held by Smith & Tate Investment, L.L.C., an entity controlled by a director and principal shareholder. The promissory note originally required thirty-nine quarterly principal installments of $1,007,812.50 plus interest, with a final payment in 2033.

The first amendments temporarily waived principal payments and allowed interest to be paid in either cash or common stock, with share counts determined by the cash interest due divided by the prior day’s consolidated closing bid price. The new second amendments extend the principal-payment waiver on the promissory note through the March 31, 2028 interest date and continue the cash-or-stock interest feature on both notes over this Second Modified Payment Period.

This structure can conserve cash by deferring principal and, if elected, settling interest in equity instead of cash. However, any decision to pay interest in shares would dilute existing common shareholders, and the related-party nature of these arrangements means governance and pricing discipline remain important considerations as further details appear in the attached exhibits.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did First Guaranty Bancshares (FGBI) disclose in this 8-K?

First Guaranty Bancshares disclosed second amendments to a promissory note and a floating rate subordinated note with Smith & Tate Investment, extending principal payment waivers and preserving the option to pay interest in cash or common stock during a defined Second Modified Payment Period.

How does the Second Promissory Note Amendment affect First Guaranty Bancshares (FGBI)?

The Second Promissory Note Amendment extends the waiver of scheduled principal installments, originally set at $1,007,812.50 quarterly, through the March 31, 2028 interest payment date and continues to allow First Guaranty to choose whether to pay interest in cash or in shares of its common stock.

What changes were made to the Floating Rate Subordinated Note for First Guaranty (FGBI)?

The Second Subordinated Note Amendment keeps in place earlier changes that shifted interest payments to a quarterly schedule and allows First Guaranty, during the Second Modified Payment Period, to pay interest on the Prime Rate plus 75 basis point note either in cash or in common stock at its option.

How is the number of First Guaranty (FGBI) shares for interest payments determined?

When First Guaranty elects to pay interest in stock, the number of common shares equals the cash interest due on that date divided by the consolidated closing bid price per share on the trading day immediately preceding the interest payment date, as described in the amendments.

Who is Smith & Tate Investment in relation to First Guaranty Bancshares (FGBI)?

Smith & Tate Investment, L.L.C. is the lender under both the promissory note and the subordinated note and is controlled by Edgar Ray Smith III, a director and principal shareholder of First Guaranty, making these amended debt arrangements related-party transactions.

What is the Second Modified Payment Period mentioned by First Guaranty (FGBI)?

The Second Modified Payment Period runs from the March 31, 2026 interest payment date through the March 31, 2028 interest payment date. During this time, principal payments on the promissory note are waived and First Guaranty may continue paying interest on both notes in cash or common stock.

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Accepted by SEC EDGAR 03/24/2026 - 04:48 PM EDT Learn about SEC filing dates

0001408534false00014085342026-03-202026-03-200001408534us-gaap:CommonStockMember2026-03-202026-03-200001408534us-gaap:NoncumulativePreferredStockMember2026-03-202026-03-20

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): March 20, 2026

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana			001-37621			26-0513559
(State or other jurisdiction			(Commission File Number)			(I.R.S. Employer
incorporation or organization)						Identification Number)
400 East Thomas Street
Hammond, Louisiana						70401
(Address of principal executive offices)						(Zip Code)
(985) 345-7685
(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):

☐ 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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

FGBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

FGBIP

The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement

Second Amendment to Promissory Note

On March 20, 2026, First Guaranty Bancshares, Inc. (“First Guaranty” or the "Company”) entered into the Second Amendment to the Promissory Note (the “Second Promissory Note Amendment”) with Smith & Tate Investment, L.L.C. (“Smith & Tate), which further 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”). The Promissory Note was previously amended on June 4, 2025 (the "First Promissory Note Amendment"). Smith & Tate is a company controlled by Edgar Ray Smith, III, a director and principal shareholder of First Guaranty.

Prior to the First 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 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 First Promissory Note Amendment (a) waived Principal Payments beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date (the “First Modified Payment Period”), and (b) allowed First Guaranty, at First Guaranty's option, to make payments of interest due during the First Promissory Note Modified Payment Period either (i) in cash, as provided for in the original Promissory Note, or (ii) 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 (x) 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 (y) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date.

The terms of the Second Promissory Note Amendment extend the waiver of Principal Payments beginning on the March 31, 2026, interest payment date and continuing through the March 31, 2028, interest payment date (the "Second Modified Payment Period") and also extend First Guaranty's ability to choose whether to make interest payments in cash or in the form of Common Stock during the Second Modified Payment Period.

The foregoing description of the Second Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Promissory Note Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Second Amendment to the Floating Rate Subordinated Note due March 28, 2034

On March 20, 2026, First Guaranty entered into the Second Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Second Subordinated Note Amendment”) with Smith & Tate, which further amended that certain First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note”). The Subordinated Note was previously amended on June 4, 2025 (the "First Subordinated Note Amendment"). 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. The First Subordinated Note Amendment (a) changed the frequency of interest payments from monthly to quarterly and (b) during the First Modified Payment Period, allowed First Guaranty, at First Guaranty’s option, to make payments of interest either (i) in cash, as provided for in the original Subordinated Note, or (ii) in shares of Common Stock, with the number of shares of Common Stock to constitute each such interest payment equaling (x) 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 (y) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date.

The terms of the Second Subordinated Note Amendment extend First Guaranty's ability to choose whether to make interest payments in cash or in the form of Common Stock during the Second Modified Payment Period.

The foregoing description of the Second 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
10.1			Second Amendment to the Promissory Note, dated as of March 20, 2026, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C.
10.2			Second Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of March 20, 2026, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C.

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: March 24, 2026
						By:			/s/Eric J. Dosch
									Eric J. Dosch
									Chief Financial Officer

Filing Exhibits & Attachments

12 documents

Agreements & Contracts

• EX-10.1 EX-10.1 6.3 KB
• EX-10.2 EX-10.2 4.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB
• EX-101 ex101secondamendmenttoth001.jpg 239.0 KB
• EX-101 ex101secondamendmenttoth002.jpg 138.6 KB
• EX-101 ex101secondamendmenttoth003.jpg 64.5 KB
• EX-102 ex102secondamendmenttoth001.jpg 234.0 KB
• EX-102 ex102secondamendmenttoth002.jpg 51.3 KB
• EX-102 ex102secondamendmenttoth003.jpg 63.7 KB