[NT 10-Q] First Guaranty Bancshares, Inc. 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock SEC Filing

Rhea-AI Filing Summary

First Guaranty Bancshares, Inc. notified the SEC that it cannot timely file its Quarterly Report for the period ended June 30, 2025 because it is evaluating information about an event that occurred after quarter end. The company says it is determining whether that information will materially affect financial statements and therefore cannot file without unreasonable effort. The filing indicates all other required periodic reports for the prior 12 months have been filed and the company does not anticipate a significant change in results.

Positive

• All other periodic reports required under the Exchange Act for the preceding 12 months have been filed.
• Registrant indicates no anticipated significant change in results of operations compared with the corresponding prior-period.
• Named contact provided for inquiries: Eric J. Dosch, phone 985-375-0308 ext. 3308.

Negative

• Quarterly report for the period ended June 30, 2025 could not be filed on time.
• Delay is due to review of an event occurring after quarter end whose material impact is still being determined.
• Company states it cannot file without unreasonable effort while completing its evaluation of the subsequent event.

Insights

Financial Analyst

TL;DR: Late 10-Q stems from a post-quarter event review, creating short-term disclosure uncertainty but the company reports no expected material change.

The registrant filed Form 12b-25 stating its Q2 2025 Quarterly Report cannot be filed on time while it evaluates a subsequent event to determine materiality. The company explicitly indicates other periodic reports are current and that it does not anticipate a significant change in operating results versus the comparable prior period. From an analyst perspective, the situation is currently a disclosure timing issue; materiality remains unresolved until the company completes its assessment.

Corporate Governance Expert

TL;DR: The company followed the Form 12b-25 process and identified a specific reason for delay; governance disclosures remain transparent pending the outcome.

The notice documents that the registrant is evaluating information arising after the reporting period and has used the prescribed notification mechanism to inform investors. The form confirms all other required filings for the past 12 months have been submitted and that the company does not expect a significant change in results. Governance-wise, the company has provided a named contact for inquiries, which supports transparency while the review is ongoing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 12b-25

NOTIFICATION OF LATE FILING

(Check one):    ☐ Form 10-K    ☐ Form 20-F    ☐ Form 11-K    ☒ Form 10-Q    ☐ Form 10-D    

☐ Form N-CEN    ☐ Form N-CSR

For Period Ended: June 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

PART I — REGISTRANT INFORMATION

First Guaranty Bancshares, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

400 East Thomas Street

Address of Principal Executive Office (Street and Number)

Hammond, Louisiana 70401

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a)			The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒			(b)			or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

First Guaranty Bancshares, Inc. (the “Company”) was unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, due to the need to evaluate information concerning an event that occurred subsequent to quarter end. The Company is in the process of determining whether the information will materially impact the financial information and disclosures to be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. As such, the Company will be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 without unreasonable effort.

PART IV — OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Eric J. Dosch

985

375-0308 ex. 3308

(Name)

(Area Code)

(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒ Yes    ☐ No

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?                ☐Yes     ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

First Guaranty Bancshares, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 11, 2025        By: /s/ Eric J. Dosch

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did First Guaranty Bancshares (FGBIP) file a Form 12b-25?

The company stated it could not timely file its Quarterly Report for the quarter ended June 30, 2025 because it is evaluating information about an event that occurred after quarter end to determine materiality.

Which report is affected for FGBIP?

The delayed filing relates to the company's Quarterly Report (Form 10-Q) for the quarter ended June 30, 2025.

Has First Guaranty filed other required periodic reports?

Yes. The Form 12b-25 indicates that all other periodic reports required under the Exchange Act for the preceding 12 months have been filed.

Does the company expect a significant change in operating results?

No. The company checked No when asked whether it anticipates any significant change in results of operations from the corresponding prior-year period.

Who can investors contact about the Form 12b-25 filing?

Contact: Eric J. Dosch, phone 985-375-0308 ext. 3308.