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

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Clean auditor exit; swift replacement suggests limited near-term risk.

GDHL’s resignation, accompanied by clean 2023-2024 opinions and zero reportable events, implies the move is not driven by accounting disputes. Appointing EisnerAmper the same day preserves audit continuity ahead of the 2025 year-end. Because no earnings metrics change and the bank remains well-capitalised, I view the filing as neutral to slightly positive for creditworthiness and liquidity perception. Any impact on valuation will hinge on EisnerAmper’s future control observations and fee structure.

Corporate Governance Expert

TL;DR: Auditor turnover raises governance flags despite lack of disagreements.

Auditor changes typically prompt shareholder scrutiny. Although GDHL issued unqualified opinions and cites no disputes, stakeholders will question why a mid-audit-cycle resignation occurred. The board’s prompt engagement of EisnerAmper mitigates disruption but does not eliminate concerns over potential relationship strains or fee negotiations. Governance best practice dictates enhanced disclosure of selection rationale in the next proxy to reassure investors. Until EisnerAmper completes its first audit, I assign a modestly negative governance signal.

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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): June 13, 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 4.01 Changes in Registrant's Certifying Accountant

(a)Dismissal of Independent Registered Public Accounting Firm

On June 13, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of First Guaranty Bancshares, Inc. (“First Guaranty”) was informed by Griffith, Delaney, Hillman & Lett, CPAs, PSC (“GDHL”) of GDHL’s resignation as First Guaranty’s independent registered public accounting firm. The Audit Committee accepted GDHL’s resignation on June 13, 2025.

The reports of GDHL on First Guaranty’s financial statements for the years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through June 13, 2025, there have been no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with GDHL on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of GDHL would have caused GDHL to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through June 13, 2025, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

First Guaranty has provided GDHL with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that GDHL furnish First Guaranty with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not GDHL agrees with the statements related to them made by First Guaranty in this report. A copy of GDHL’s letter to the SEC dated June 18, 2025, is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On June 13, 2025, the Audit Committee engaged EisnerAmper, LLP as First Guaranty’s new independent registered public accounting firm for the year ending December 31, 2025, effective June 13,2025.

During the years ended December 31, 2024 and 2023, and the subsequent interim periods through March 31, 2025, neither First Guaranty nor anyone on its behalf consulted with EisnerAmper, LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on First Guaranty’s consolidated financial statements, and no written report or oral advice was provided to First Guaranty that EisnerAmper, LLP concluded was an important factor considered by First Guaranty in reaching a decision as to any accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (within the meaning of Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

16.1

Letter from Griffith, Delaney, Hillman & Lett, CPAs PSC, dated June 18, 2025

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 18, 2025
						By:			/s/Eric J. Dosch
									Eric J. Dosch
									Chief Financial Officer

FAQ

Why did First Guaranty Bancshares (FGBI) file this Form 8-K?

To disclose the resignation of GDHL as independent auditor and the appointment of EisnerAmper, LLP effective 13 June 2025.

Were there any disagreements between First Guaranty and GDHL?

No. The company states there were no disagreements or reportable events during FY 2023-2024 or the interim period to 13 June 2025.

Who is the new auditor for First Guaranty Bancshares?

The Audit Committee engaged EisnerAmper, LLP as the independent registered public accounting firm for the 2025 fiscal year.

Does the filing include GDHL’s SEC confirmation letter?

Yes. GDHL’s letter, dated 18 June 2025, is filed as Exhibit 16.1 to the Form 8-K.

What impact could the auditor change have on FGBI investors?

While auditor turnover can raise governance questions, the absence of disputes and swift replacement suggest limited immediate financial impact.