Amendment: SEC Form SCHEDULE 13D/A filed by First Guaranty Bancshares Inc.
$FGBI
Savings Institutions
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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First Guaranty Bancshares, Inc. (Name of Issuer) |
Common Stock, $1.00 par value per share (Title of Class of Securities) |
32043P106 (CUSIP Number) |
Marshall T. Reynolds 2450-90 First Avenue, Huntington, WV, 25704 (304) 528-2791 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (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
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
REYNOLDS MARSHALL T | ||||||||
| 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)
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| 6 | Citizenship or place of organization
WEST VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,043,730.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
Purple Cap, 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
WEST VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
693.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
M.T. Reynolds Irrevocable Trust | ||||||||
| 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
WEST VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
Champion Leasing Corp. | ||||||||
| 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
WEST VIRGINIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,655.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
The Harrah & Reynolds Corp. | ||||||||
| 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
WEST VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
624.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 32043P106 |
| 1 |
Name of reporting person
Reynolds Capital Partners, LP | ||||||||
| 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)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,460.00 | ||||||||
| 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)
PN |
SCHEDULE 13D
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| 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. 2 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 14, 2024 (the "Original Statement") by Marshall T. Reynolds 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. 2 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. 2 is being filed to reflect the purchase of Common Stock by Marshall T. Reynolds directly from the Issuer in a private placement completed on December 31, 2025 (the "December Private Placement") as well as changes in the percentage of outstanding shares of the Common Stock 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 15,793,433 shares of Common Stock outstanding as of January 2, 2026, after giving effect to the December Private Placement. 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.
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| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by or on behalf of (i) Marshall T. Reynolds, an individual resident of the state of West Virginia (ii) Purple Cap, LLC, a West Virginia limited liability company of which Mr. Reynolds is a member ("Purple Cap"); (iii) M.T. Reynolds Investment Trust, trust of which Mr. Reynolds is an administrator ("Trust"); (iv) Champion Leasing Corp., a West Virginia corporation of which Mr. Reynolds is the Chairman ("Champion"); (v) The Harrah & Reynolds Corp., a West Virginia corporation of which Mr. Reynolds is President and General Manager ("Harrah"); and (vi) Reynolds Capital Partners, LP, a Nevada limited partnership in which Mr. Reynolds shares investment control ("Reynolds Capital") (each, a "Reporting Person" and collectively, the "Reporting Persons"). | |
| (b) | The business address of Marshall T. Reynolds is 2450-90 First Avenue, Huntington, West Virginia 25704. The address of Purple Cap is 2450-90 First Avenue, Huntington, West Virginia 25704. The address of the Trust is 2450-90 First Avenue, Huntington, West Virginia 25704. The address of Champion is 2450-90 First Avenue, Huntington, West Virginia 25704. The address of Harrah is 2450-90 First Avenue, Huntington, West Virginia 25704. The address of Reynolds Capital is 680 W. Nye Lane Suite 201, Carson City, Nevada, 89703. | |
| (c) | Mr. Reynolds's principal occupation is the owner and operator of commercial printing and office supply companies, a business leader and an entrepreneur. The principal business of Purple Cap is managing investments including but not limited to Issuer securities. The principal business of the Trust is estate planning for Mr. Reynolds. The principal business of Champion is leasing automobiles and various printing and printing related equipment to the commercial printing and office supply company, Champion Industries, Inc., a West Virginia corporation of which Mr. Reynolds is chairman. The principal business of Harrah is a holding company for real estate and various industrial businesses, including rolling mill machinery, pumps and pumping equipment, and industrial equipment services. The principal business of Reynolds Capital is managing investments, including but not limited to Issuer securities. | |
| (d) | During the last five years, no Reporting Person, nor to Mr. Reynold'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. Reynold'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) Marshall T. Reynolds, an individual resident of the state of West Virginia (ii) Purple Cap, LLC, a West Virginia limited liability company of which Mr. Reynolds is a member ("Purple Cap"); (iii) M.T. Reynolds Investment Trust, trust of which Mr. Reynolds is an administrator ("Trust"); (iv) Champion Leasing Corp., a West Virginia corporation of which Mr. Reynolds is the Chairman ("Champion"); (v) The Harrah & Reynolds Corp., a West Virginia corporation of which Mr. Reynolds is President and General Manager ("Harrah"); and (vi) Reynolds Capital Partners, LP, a Nevada limited partnership in which Mr. Reynolds shares investment control ("Reynolds Capital") (each, a "Reporting Person" and collectively, the "Reporting Persons"). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The purchase of shares by Mr. Reynolds in the December Private Placement was funded by contributions by Mr. Reynolds; Mr. Reynolds funded his contribution from existing liquidity. The majority of the shares owned by each Reporting Person was owned prior to the Issuer becoming a reporting company and the remainder were purchased on the open market or the result of a dividend reinvestment program previously sponsored by the Issuer that was open to all shareholders. | ||
| 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. Reynolds currently serves as Chairman of the Board 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. Reynolds in his capacity as a Director of the Issuer or by such Board with the participation of Mr. Reynolds 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.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Mr. Reynolds may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 2,043,730 shares of Common Stock, or 12.94% of the outstanding shares of Common Stock. Purple Cap may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 693 shares of Common Stock, or 0.004% of the outstanding shares of Common Stock. Trust may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 49,806 shares of Common Stock, or 0.32% of the outstanding shares of Common Stock. Champion may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 6,655 shares of Common Stock, or 0.04% of the outstanding shares of Common Stock. Harrah may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 624 shares of Common Stock, or 0.004% of the outstanding shares of Common Stock. Reynolds Capital may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 8,460 shares of Common Stock, or 0.05% of the outstanding shares of Common Stock. | |
| (b) | Mr. Reynolds may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 2,043,730 shares of Common Stock, or 12.94% of the outstanding shares of Common Stock. Purple Cap may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 693 shares of Common Stock, or 0.004% of the outstanding shares of Common Stock. Trust may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 49,806 shares of Common Stock, or 0.32% of the outstanding shares of Common Stock. Champion may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 6,655 shares of Common Stock, or 0.04% of the outstanding shares of Common Stock. Harrah may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 624 shares of Common Stock, or 0.004% of the outstanding shares of Common Stock. Reynolds Capital may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 8,460 shares of Common Stock, or 0.05% 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 December Private Placement), 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
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| 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.
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