[D] First Guaranty Bancshares, Inc. 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock SEC Filing

Rhea-AI Filing Summary

Form D Overview – First Guaranty Bancshares, Inc. (FGBIP)

On 14-July-2025, First Guaranty Bancshares, Inc., a Louisiana-incorporated commercial banking company, filed a Form D to report the completion of an exempt private placement made under Regulation D Rule 506(b).

• Securities offered: Equity (identified in the filing title as 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock).
• Total offering amount: $17,018,144 USD.
• Total amount sold: $17,018,144 USD (entire offering fully subscribed; $0 remaining).
• Number of investors: 5 (no indication of non-accredited participation).
• Commissions & finder’s fees: $0; no broker-dealer compensation disclosed.
• Minimum investment: $0 stated.
• Offering duration: Less than one year; first sale occurred 30-Jun-2025.
• Issuer size: Revenue and asset ranges were declined to disclose.
• Use of proceeds to insiders: $0 designated for payments to executive officers, directors, or promoters named in Item 3.

The notice confirms that the capital raise is complete, that the company relied on a standard accredited-investor exemption, and that the transaction incurred no placement expenses. All listed executive officers and directors are based at the Hammond, Louisiana headquarters.

Positive

• $17.0 M of new equity capital fully subscribed, providing immediate balance-sheet support.
• Zero placement fees or commissions preserve 100% of proceeds for corporate use.
• No proceeds directed to insiders, reducing conflicts of interest.

Negative

• Issuer declined to disclose revenue or asset range, limiting transparency for investors.
• Private placement sold to only five investors, offering no public liquidity or price discovery.

Insights

Securities Analyst

TL;DR Successful $17 M private preferred equity raise with zero fees strengthens capital; neutral disclosure on financial size.

The filing shows First Guaranty Bancshares closed a $17.0 million preferred equity issuance through Rule 506(b). Because the entire amount is already sold and no commissions were paid, the net proceeds available to the issuer equal the gross proceeds—an efficient way to bolster tier-1 capital for a banking entity. Only five investors participated, consistent with a transaction targeted at accredited or institutional buyers. The company elected not to disclose its revenue or asset range, limiting insight into proportional impact, yet the addition of perpetual preferred stock typically enhances regulatory capital without diluting common shareholders. No proceeds are earmarked for insiders, reducing potential governance concerns. Overall, the event is incrementally positive for balance-sheet strength but not transformative given the modest size relative to typical bank capital structures.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001408534

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

First Guaranty Bancshares, Inc.

Jurisdiction of Incorporation/Organization

LOUISIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
First Guaranty Bancshares, Inc.
Street Address 1		Street Address 2
400 EAST THOMAS STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HAMMOND	LOUISIANA	70401	985-345-7685

3. Related Persons

Last Name	First Name	Middle Name
Mineer	Michael	R.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dosch	Eric	J.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hood	William	K.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reynolds	Marshall	T.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rossi	Jack
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smith, III	Edgar	R.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Drew	Vanessa	R.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McAnally	Bruce
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Walker	Robert	W.
Street Address 1	Street Address 2
400 East Thomas Street
City	State/Province/Country	ZIP/PostalCode
Hammond	LOUISIANA	70401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$17,018,144	USD	or Indefinite
Total Amount Sold	$17,018,144	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
First Guaranty Bancshares, Inc.	/s/ Eric J. Dosch	Eric J. Dosch	Chief Financial Officer	2025-07-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did First Guaranty Bancshares (FGBIP) raise in this Form D offering?

The company raised $17,018,144 in equity under Rule 506(b).

How many investors participated in the FGBIP private placement?

A total of 5 investors purchased the securities.

Were any sales commissions or broker fees paid in the offering?

No. The filing reports $0 in sales commissions and finder’s fees.

What type of security was issued by First Guaranty Bancshares?

Equity securities, identified in the title as 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock.

Which exemption did the company rely on for this capital raise?

The offering was conducted under Regulation D Rule 506(b).

Will any proceeds be paid to insiders or promoters?

No. Item 16 discloses $0 allocated to executive officers, directors, or promoters.

When did the first sale in the offering occur?

The first sale date was 30-June-2025.