First Gty Bancsh SEC Filings

SEC Form 4 filed for First Guaranty Bancshares, Inc. (FGBI) discloses that director Edgar R. Smith III markedly increased his ownership on 30 June 2025.

• Open-market purchase: 30,865 common shares acquired at $8.10 (Code P).
• Debt-for-equity exchange: 1,981,506 new shares issued at $7.57 in exchange for a $15 million floating-rate subordinated note under an Exchange Agreement dated 16 June 2025.
• Note amendments: 88,482 shares issued at $8.00 to Smith & Tate Investments, LLC pursuant to amendments to an existing promissory note and a subordinated note.

Following these transactions, Smith reports 2,852,467 shares held directly. Indirectly, he controls additional positions through several LLCs, including Smith & Hood Holding Company, LLC (1,062,817 shares) and three other investment entities, taking total reported beneficial ownership well above three million shares.

The filing signals a net addition of roughly 2.1 million shares, replacing interest-bearing debt with equity and reflecting continued insider confidence. Because the new shares were issued below recent market purchases ($7.57 vs. $8.10), the company reduces debt at a valuation apparently acceptable to both parties while the director deepens alignment with common shareholders.

SEC Form 4 filed for First Guaranty Bancshares, Inc. (FGBI) discloses that director Edgar R. Smith III markedly increased his ownership on 30 June 2025.

• Open-market purchase: 30,865 common shares acquired at $8.10 (Code P).
• Debt-for-equity exchange: 1,981,506 new shares issued at $7.57 in exchange for a $15 million floating-rate subordinated note under an Exchange Agreement dated 16 June 2025.
• Note amendments: 88,482 shares issued at $8.00 to Smith & Tate Investments, LLC pursuant to amendments to an existing promissory note and a subordinated note.

Following these transactions, Smith reports 2,852,467 shares held directly. Indirectly, he controls additional positions through several LLCs, including Smith & Hood Holding Company, LLC (1,062,817 shares) and three other investment entities, taking total reported beneficial ownership well above three million shares.

The filing signals a net addition of roughly 2.1 million shares, replacing interest-bearing debt with equity and reflecting continued insider confidence. Because the new shares were issued below recent market purchases ($7.57 vs. $8.10), the company reduces debt at a valuation apparently acceptable to both parties while the director deepens alignment with common shareholders.

U.S. Physical Therapy, Inc. (NYSE: USPH) filed a Form 8-K dated July 1, 2025 under Item 7.01 (Regulation FD Disclosure). The company reports that Barrington Research Associates, Inc. released a research report on the same day that contains information attributed to USPH management. That report is furnished as Exhibit 99.1. In accordance with SEC rules, the company specifies that the material is being furnished, not filed; therefore it is not subject to Section 18 liability and is not incorporated by reference into Securities Act filings. No financial statements, earnings figures, transactions, or guidance updates accompany this filing.

Codexis, Inc. (CDXS) received a Form 4 filing from Opaleye Management Inc., a 10% beneficial owner, detailing an open-market purchase completed on 27 June 2025.

• Transaction: 100,000 shares of Codexis common stock were purchased (Code P) at an average price of $2.39 per share.
• Post-transaction holdings: Opaleye now reports 12,350,000 shares held indirectly through Opaleye, L.P. and an additional 250,000 shares in a separately managed account, bringing total reported beneficial ownership to 12.6 million shares.
• Ownership form: All shares are reported as indirect (Form I); the investment manager disclaims beneficial ownership beyond its pecuniary interest.
• Reporting party status: Opaleye is classified as a 10% owner; no board or executive role is indicated.

The filing signals incremental insider accumulation by a large shareholder. While the 100 k-share purchase is modest relative to the 12.35 million-share position, fresh buying can be interpreted by investors as a vote of confidence in Codexis at current price levels. No derivative transactions, sales or options were disclosed in this filing.

Material Definitive Agreement: On June 16, 2025, First Guaranty Bancshares, Inc. ("First Guaranty") executed an Exchange Agreement with director and significant shareholder Edgar Ray Smith, III. Under the agreement, Mr. Smith will exchange his $15,000,000 Floating Rate Subordinated Note due June 21, 2032 for 1,981,506 newly issued common shares (the "Exchange Shares").

Economic effect: Upon closing—targeted for on or about June 30, 2025—the subordinated note will be cancelled and interest will cease to accrue, eliminating future interest expense and removing the obligation from the balance sheet. In return, First Guaranty will expand its share count by the number of Exchange Shares, which will be fully paid and non-assessable once issued.

Conditions & Termination: Completion requires customary regulatory consents, absence of injunctions or "Burdensome Conditions," and accurate representations by both parties. Either party may terminate if the exchange is not consummated by July 31, 2025, subject to mutual consultation on any extension.

Strategic implications: Converting $15 million of subordinated debt into equity may strengthen regulatory capital ratios and improve leverage metrics, while an insider-led exchange signals confidence in the franchise. However, the issuance of nearly 2.0 million new shares dilutes current shareholders and could pressure per-share performance metrics.

The Exchange Agreement is filed as Exhibit 10.1 to this Form 8-K.

Item 4.01 – Change in Independent Auditor

On 13 June 2025 the Audit Committee of First Guaranty Bancshares, Inc. (Nasdaq: FGBI/FGBIP) accepted the resignation of its independent registered public accounting firm, Griffith, Delaney, Hillman & Lett, CPAs (GDHL). GDHL’s audits for fiscal-years 2024 and 2023 were unqualified and contained no adverse opinions or disclaimers. The company reports no disagreements or reportable events with GDHL concerning accounting principles, disclosures, or audit scope during the covered periods and through the resignation date.

Effective the same day, the committee appointed EisnerAmper, LLP as the new independent auditor for the year ending 31 December 2025. Management states that neither it nor its representatives had prior consultations with EisnerAmper on accounting matters or potential audit opinions.

A copy of GDHL’s confirmation letter to the SEC, dated 18 June 2025, is filed as Exhibit 16.1.

• The resignation appears voluntary and unrelated to audit disagreements.
• Immediate engagement of EisnerAmper limits audit-cycle disruption.

While auditor turnover can heighten governance scrutiny, the absence of contested issues and the swift selection of a nationally recognized firm reduce immediate concerns over financial-statement reliability. Investors should monitor forthcoming periodic filings for EisnerAmper’s first impressions on internal controls, audit fees, and any changes in accounting policies.