[SCHEDULE 13D/A] First Guaranty Bancshares, Inc. 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock SEC Filing

Rhea-AI Filing Summary

Key take-aways from Schedule 13D/A Amendment No. 6 (filed 15 July 2025)

Director Edgar R. Smith III and six affiliated Louisiana LLCs completed a 30 June 2025 private placement/debt-for-equity exchange with First Guaranty Bancshares, Inc. (symbol FGBIP). The group purchased or exchanged for an additional block of common shares, lifting its aggregate beneficial ownership to 4,819,677 shares, or 31.88 % of the 15,120,172 shares outstanding.

Ownership breakdown

• Edgar R. Smith III – 2,852,467 shares (18.9 %; sole voting/dispositive power)
• Smith & Hood Holding Co. – 1,062,817 shares (7.03 %; shared power)
• Smith & Hood Investments – 340,637 shares (2.25 %; shared power)
• Big 4 Investments – 340,344 shares (2.25 %; sole power)
• Other affiliated LLCs – 223,412 shares (≈1.6 %)

Transaction details: consideration included (i) cash from Mr. Smith, (ii) exchange of subordinated debt held by Smith & Tate, and (iii) acceptance of stock in lieu of accrued interest. No new contracts, pledges or legal proceedings were disclosed.

Intent: Shares are held for investment; the group may buy or sell additional stock. No plans for mergers, asset sales or other change-of-control actions were announced, although Mr. Smith’s board seat affords influence over strategy.

Implications: The equity infusion should bolster the bank’s tangible common equity, while the expanded float creates modest dilution. With nearly one-third of shares, the Smith group remains the controlling shareholder, a potential governance consideration for minority investors.

Positive

• Private placement and debt-for-equity swap inject new common equity, likely improving capital ratios
• Insider group increased economic exposure to 31.9 %, signalling continued confidence in the bank’s prospects

Negative

• Outstanding share count rose to 15.1 million, producing dilution for existing holders
• Single shareholder group now controls nearly one-third of votes, sharpening minority-shareholder governance risk

Insights

Securities Analyst

TL;DR Insider-led private placement raises capital and lifts ownership to 31.9 %; modestly dilutive but signals confidence.

The June 30 transaction exchanges debt for equity and injects fresh cash, improving regulatory capital ratios without immediate cash outflow for the bank—beneficial for a regional lender operating in a higher-rate environment. Edgar R. Smith III’s direct stake rises to 18.9 %, and his overall economic exposure including LLCs climbs to 31.88 %. Such a large insider commitment typically aligns management and shareholder interests and can support valuation. Because the amendment notes no material change beyond the placement, the market impact should be incremental rather than transformational, yet the strengthened balance sheet may ease funding costs.

Corporate Governance Expert

TL;DR Concentrated 32 % insider control heightens governance risk despite capital benefits; impact viewed as neutral overall.

While the capital infusion is welcome, minority investors now face a shareholder group with effective control, given Mr. Smith’s board seat and combined 31.9 % stake. The filing expressly disclaims current takeover plans, but future proposals could pass without broad support. Absence of stand-still or lock-up agreements leaves open the possibility of further share accumulation or related-party transactions. Nonetheless, the group’s long-term investment posture and lack of legal issues mitigate immediate concerns. On balance, the amendment is informational rather than catalytic, hence a neutral impact rating.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

First Guaranty Bancshares, Inc.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

32043P106

(CUSIP Number)

Edgar R. Smith III
63399 Highway 51 North,
Roseland, LA, 70456
(985) 748-6572

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Smith Edgar R. III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,852,467.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,852,467.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,852,467.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Smith & Hood Holding Company, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,062,817.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,062,817.00

11

Aggregate amount beneficially owned by each reporting person

1,062,817.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Smith & Hood Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 340,637.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 340,637.00

11

Aggregate amount beneficially owned by each reporting person

340,637.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Big 4 Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 340,344.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 340,344.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

340,344.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Smith-Hoover Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,063.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,063.00

11

Aggregate amount beneficially owned by each reporting person

17,063.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

MACSMITH LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,407.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,407.00

11

Aggregate amount beneficially owned by each reporting person

19,407.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 32043P106

1

Name of reporting person

Smith & Tate Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LOUISIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 186,942.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 186,942.00

11

Aggregate amount beneficially owned by each reporting person

186,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $1.00 par value per share
(b)	Name of Issuer: First Guaranty Bancshares, Inc.
(c)	Address of Issuer's Principal Executive Offices: 400 EAST THOMAS STREET, HAMMOND, LOUISIANA , 70401.
Item 1 Comment: This Amendment No. 6 amends and restates the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2023, as previously amended and restated by the Amendment No. 1 on Schedule 13D originally filed with the SEC on February 21, 2023, the Amendment No. 2 on Schedule 13D originally filed with the SEC on June 2, 2023, the Amendment No. 3 on Schedule 13D originally filed with the SEC on September 1, 2023, the Amendment No. 4 on Schedule 13D originally filed with the SEC on February 14, 2024, and the Amendment No. 5 on Schedule 13D originally filed with the SEC on February 14, 2024 (collectively, the "Original Statement") by Edgar R. Smith III; Smith & Hood Holding Company, LLC; Smith & Hood Investments, LLC; Big 4 Investments, LLC; Smith-Hoover Investments LLC; and MACSMITH LLC with respect to the common stock, $1.00 par value per share (the "Common Stock"), of First Guaranty Bancshares, Inc., a Louisiana corporation (the "Issuer"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 6 shall have the meanings ascribed to them in the Original Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. This Amendment No. 6 is being filed to reflect the acquisition of Common Stock directly from the Issuer in a private placement and exchange completed on June 30, 2025, as more particularly described in that certain Current Report on Form 8-K filed by the Issuer on July 7, 2025 (the "June 30, 2025 Transactions"). This Amendment No. 6 also reflects transactions since the most recent amendment, which did not collectively result in a material change with respect to the reporting person's ownership of Issuer Common Stock. This Schedule 13D relates to the common stock, $1.00 par value per share (the "Common Stock"), of First Guaranty Bancshares, Inc., a Louisiana corporation (the "Issuer"). The principal executive offices of the Issuer are located at 400 East Thomas Street, Hammond, Louisiana 70401. The Issuer had 15,120,172 shares of Common Stock outstanding as of July 1, 2025, after giving effect to the June 30, 2025 Transactions. All beneficial ownership and voting power percentage calculations with respect to the Common Stock are based on the outstanding shares as of such date. All beneficial ownership calculations contained in this Schedule 13D have been made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by or on behalf of (i) Edgar R. Smith III, an individual resident of the state of Louisiana; (ii) Smith & Hood Holding Company, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Holding LLC"); (iii) Smith & Hood Investments, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Investments, LLC"); (iv) Big 4 Investments, LLC is a Louisiana limited liability company of which Mr. Smith is the sole member ("Big 4"); (v) Smith-Hoover Investments LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Smith-Hoover"); (vi) MACSMITH, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("MACSMITH"); and (vii) Smith & Tate Investments, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("Smith & Tate") (each, a "Reporting Person" and collectively, the "Reporting Persons").
(b)	The business address of Edgar R. Smith III is 63399 Highway 51 North, Roseland, LA 70456. The address of Holding LLC and Investments, LLC is 11239 Highway 16, Amite, LA 70422. The address of Big 4 is 63399 Highway 51 North, Roseland, LA 70456. The address of Smith-Hoover is 1250 Southwest Railroad Avenue Suite 230 A, Hammond, LA 70403. The address of MACSMITH is 40089 Deer Creek Drive, Ponchatoula, LA 70454. The address of Smith & Tate is 63399 Highway 51, Roseland, Louisiana 70456.
(c)	Mr. Smith's principal occupation is entrepreneur primarily engaged in manufacture and/or distribution of lubricants, oil, and related products of lubricants, as well as a trucking business. The principal business of Holding LLC is to invest in Issuer securities. The principal business of Investments, LLC is managing investments, including but not limited to Issuer securities, as well as holding real estate. The principal business of Big 4 is investments, including Issuer securities, Issuer debt and real estate. The principal business of Smith-Hoover is investments, including Issuer securities and real estate. The principal business of MACSMITH is to invest in commercial real estate and hold Issuer securities. The principal business of Smith & Tate is managing investments, including but not limited to Issuer securities and debt.
(d)	During the last five years, no Reporting Person, nor to Mr. Smith's knowledge any general partner or person acting in such capacity of each Reporting Person, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, no Reporting Person, nor to Mr. Smith's knowledge any general partner or person acting in such capacity of each Reporting Person, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	This Schedule 13D is being filed by or on behalf of (i) Edgar R. Smith III, an individual resident of the state of Louisiana; (ii) Smith & Hood Holding Company, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Holding LLC"); (iii) Smith & Hood Investments, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Investments, LLC"); (iv) Big 4 Investments, LLC is a Louisiana limited liability company of which Mr. Smith is the sole member ("Big 4"); (v) Smith-Hoover Investments LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Smith-Hoover"); (vi) MACSMITH, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("MACSMITH"); and (vii) Smith & Tate Investments, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("Smith & Tate") (each, a "Reporting Person" and collectively, the "Reporting Persons").
Item 3.	Source and Amount of Funds or Other Consideration
	The purchase of shares in the June 30, 2025 Transactions was funded by contributions by Mr. Smith for shares purchased in a private placement, the exchange of existing subordinated debt held by Smith & Tate, and the agreement by Mr. Smith to accept shares in lieu of cash owed as interest on debt held by Mr. Smith. Mr. Smith funded his payment for the shares purchased in the private placement from existing liquidity. The majority of the shares owned by each Reporting Person was owned prior to the Issuer becoming a reporting company, in private placements, or in the June 30, 2025 Transactions and the remainder were purchased on the open market or the result of a dividend reinvestment program open to all shareholders. The source and amount of funds used to purchase other shares of Common Stock have been reported in previous amendments.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Common Stock reported on this Schedule 13D for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by them on the open-market or in privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. Mr. Smith currently serves as a director of the Issuer. None of the Reporting Persons has any present plan or proposal that would result in any actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as might be proposed by Mr. Smith in his capacity as a Director of the Issuer or by such Board with the participation of Mr. Smith as a Director. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Issuer, including any or all actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Smith may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 4,819,677 shares of Common Stock, or 31.88% of the outstanding shares of Common Stock. Holding LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 1,062,817 shares of Common Stock, or 7.03% of the outstanding shares of Common Stock. Investments, LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,637 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Big 4 may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,344 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Smith-Hoover may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 17,063 shares of Common Stock, or 0.11% of the outstanding shares of Common Stock. MACSMITH may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 19,407 shares of Common Stock, or 0.13% of the outstanding shares of Common Stock. Smith & Tate may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 186,942 shares of Common Stock, or 1.24% of the outstanding shares of Common Stock.
(b)	Mr. Smith may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 4,819,677 shares of Common Stock, or 31.88% of the outstanding shares of Common Stock. Holding LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 1,062,817 shares of Common Stock, or 7.03% of the outstanding shares of Common Stock. Investments, LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,637 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Big 4 may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,344 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Smith-Hoover may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 17,063 shares of Common Stock, or 0.11% of the outstanding shares of Common Stock. MACSMITH may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 19,407 shares of Common Stock, or 0.13% of the outstanding shares of Common Stock. Smith & Tate may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 186,942 shares of Common Stock, or 1.24% of the outstanding shares of Common Stock.
(c)	Except as otherwise set forth in Item 3 above or as reported on a Statement of Change of Beneficial Ownership on Form 4 (including the June 30, 2025 Transactions), no Reporting Person has effected any transactions in shares of the Issuer's shares of Common Stock during the last 60 days.
(d)	No person or entity is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Statement except for the owners listed herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 99.1 Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Smith Edgar R. III

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III
Date:	07/15/2025

Smith & Hood Holding Company, LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member
Date:	07/15/2025

Smith & Hood Investments, LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member
Date:	07/15/2025

Big 4 Investments, LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member
Date:	07/15/2025

Smith-Hoover Investments, LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member
Date:	07/15/2025

MACSMITH LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member, CAM2 Holdings, LLC, member of MACSMITH, LLC
Date:	07/15/2025

Smith & Tate Investments, LLC

Signature:	/s/ Edgar R. Smith III
Name/Title:	Edgar R. Smith III, Member and Manager
Date:	07/15/2025

FAQ

How many First Guaranty Bancshares shares does Edgar R. Smith III now own?

Mr. Smith holds 2,852,467 shares, equal to 18.9 % of the company’s common stock.

What percentage of First Guaranty Bancshares' stock is controlled by the Smith group?

Collectively, the Reporting Persons beneficially own 4,819,677 shares, or 31.88 % of shares outstanding.

How was the June 30, 2025 private placement funded?

Funding came from Mr. Smith’s cash contributions, exchange of subordinated debt, and acceptance of shares in lieu of interest.

How many shares are outstanding after the transaction?

The issuer reports 15,120,172 common shares outstanding as of 1 July 2025.

Does the 13D/A signal any plans for a takeover or restructuring?

No. The filing states no present plans or proposals under Item 4 that would trigger such actions.

What is Smith & Hood Holding Company, LLC’s ownership percentage?

Smith & Hood Holding Company owns 1,062,817 shares, representing 7.03 % of common stock.

Are there any legal proceedings involving the Reporting Persons?

The filing states no criminal or civil proceedings involving any Reporting Person in the past five years.