[8-K] First Guaranty Bancshares, Inc. 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock Reports Material Event

Rhea-AI Filing Summary

Volato Group, Inc. (SOAR) filed an 8-K announcing it has closed a $3.0 million third tranche of its December 4 2024 Securities Purchase Agreement with an institutional investor. The senior unsecured note carries a 10% original-issue discount; the investor paid $2.7 million for $3.0 million principal, and the note matures on 21 Jul 2026. Like the prior tranches, it is convertible into Class A shares and was issued under the Section 4(a)(2)/Reg D private-placement exemption.

• Total notes issued to date: $9.0 million principal ($4.5 m Initial, $1.5 m Second, $3.0 m Third), all at a 10% OID.
• Cash proceeds received: $8.1 million.
• Coupon: none stated; investor return comes via OID and possible equity conversion.
• Notes are senior, unsecured.

The financing provides near-term liquidity but increases leverage and introduces potential equity dilution if the notes are converted. No earnings or operational updates were provided.

Insights

Financial Analyst

TL;DR: SOAR secures $3 m more via high-cost convertible debt, boosting liquidity but adding dilution risk.

This third tranche lifts aggregate principal to $9 m, indicating continuing reliance on structured debt to fund operations. The 10% OID implies an 11.1% effective yield before any equity upside for the buyer, signalling limited access to cheaper capital. Absence of collateral keeps flexibility but could raise pricing on future borrowings. Conversion terms are not disclosed here, leaving uncertainty on dilution magnitude, yet the cumulative principal is already material for an emerging-growth issuer. Net cash proceeds of $2.7 m extend runway into 2026; however, maturity stair-steps (Dec-25, Jun-26, Jul-26) create refinancing overhang.

Corporate Finance Specialist

TL;DR: Private Reg D notes supply cash but spotlight SOAR’s capital-structure pressure.

Using sequential tranches allows management to time cash infusions, yet a 10% OID indicates investors demand steep compensation. Senior unsecured status ahead of common equity but behind any secured debt may deter future lenders. The convertible feature could become attractive if share price appreciates, but excessive dilution could cap upside for existing holders. While proceeds may support fleet expansion or working capital, the company must balance growth ambitions with tightening covenants customary in such agreements. Overall impact: strategically useful, financially dilutive, moderately credit-negative.

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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): July 17, 2025

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 8.01 Other Events

On July 17, 2025 the Board of Directors of First Guaranty Bancshares, Inc. ("First Guaranty") announced that on September 2, 2025, holders of record as of August 15, 2025 (the "Depository Shares Record Date") of its depositary shares (the "Depositary Shares"), each representing a 1/40th interest in the Corporation's 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"), will receive a quarterly distribution in the amount of $0.421875 per Depositary Share, resulting from First Guaranty's declaration of a $16.875 per share of Series A Preferred Stock quarterly cash dividend, which underlies the Depositary Shares. On September 2, 2025, the Series A Preferred Stock dividend will be paid to the depositary for the Series A Preferred Stock. The depositary will, in turn, distribute such dividend to the holders of record of the Depositary Shares as of the Depositary Shares Record Date.

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: July 21, 2025
						By:			/s/Eric J. Dosch
									Eric J. Dosch
									Chief Financial Officer

FAQ

How much new funding did Volato Group (SOAR) raise in the third tranche?

The company received $2.7 million in cash for a $3.0 million principal note.

What is the interest or discount rate on SOAR’s new note?

The note carries a 10% original-issue discount; no stated coupon was disclosed.

When does the third-tranche note mature?

Maturity is July 21, 2026.

Are the notes secured by Volato’s assets?

No, the notes are described as senior unsecured obligations.

Can the investor convert the notes into SOAR common stock?

Yes. All three tranches are convertible into Class A common shares under terms set in the Securities Purchase Agreement.