Welcome to our dedicated page for First Gty Bancsh SEC filings (Ticker: FGBIP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The FGBIP SEC filings page focuses on regulatory documents that reference First Guaranty Bancshares, Inc.’s 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock and its related depositary shares. In these filings, the company identifies FGBIP as the Nasdaq symbol for depositary shares, each representing a 1/40th interest in a share of the Series A preferred stock.
Investors can use this page to review Form 8-K and 8-K/A reports that describe quarterly cash dividends on the Series A Preferred Stock and the resulting distributions to holders of FGBIP depositary shares. For example, the company has filed 8-Ks detailing quarterly distributions of $0.421875 per depositary share, tied to a $16.875 per share dividend on the underlying preferred stock. Other 8-K filings discuss capital actions such as private placements of common stock, exchanges of subordinated notes for equity, and amendments to financing arrangements, which help explain how preferred equity fits into the issuer’s broader capital structure.
Beyond current reports, this page also surfaces filings like NT 10-Q notifications when the company experiences delays in filing its quarterly report, as well as disclosures about changes in the independent registered public accounting firm. These documents provide additional insight into the company’s financial reporting process and governance, which are relevant for holders of both common and preferred securities.
Stock Titan enhances access to these filings with AI-powered summaries that highlight key points from lengthy documents, such as dividend terms, capital transactions, and changes in financial metrics described in attached press releases. Real-time updates from EDGAR ensure that new 8-K, 10-Q, and related filings referencing FGBIP appear promptly, while Form 4 and other ownership reports can be used to track insider activity at the issuer level. This combination of primary documents and AI-generated explanations helps investors understand how First Guaranty Bancshares, Inc.’s regulatory disclosures affect the 6.75% Series A preferred stock and its FGBIP depositary shares.
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.