First Guaranty Bancshares Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Savings Institutions
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2026
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Item 1.01 Entry into a Material Definitive Agreement
Second Amendment to Promissory Note
On March 20, 2026, First Guaranty Bancshares, Inc. (“First Guaranty” or the "Company”) entered into the Second Amendment to the Promissory Note (the “Second Promissory Note Amendment”) with Smith & Tate Investment, L.L.C. (“Smith & Tate), which further amends that certain Promissory Note, dated as of October 5, 2023, by and between First Guaranty and Smith & Tate, as successor to Burke & Herbert Bank & Trust Company, as successor to Summit Community Bank, Inc. (as amended, the “Promissory Note”). The Promissory Note was previously amended on June 4, 2025 (the "First Promissory Note Amendment"). Smith & Tate is a company controlled by Edgar Ray Smith, III, a director and principal shareholder of First Guaranty.
Prior to the First Promissory Note Amendment, the Promissory Note provided for the payment of thirty-nine (39) quarterly installments of principal in the amount of $1,007,812.50 (the “Principal Payments”) plus accrued but unpaid interest, beginning on December 31, 2023, and continuing on the last day of each consecutive calendar quarter thereafter, followed by a final payment on October 5, 2033, equal to the then-outstanding principal balance and all accrued but unpaid interest, penalties and fees due thereon. The First Promissory Note Amendment (a) waived Principal Payments beginning on the June 30, 2025, interest payment date and ending on the March 31, 2026, interest payment date (the “First Modified Payment Period”), and (b) allowed First Guaranty, at First Guaranty's option, to make payments of interest due during the First Promissory Note Modified Payment Period either (i) in cash, as provided for in the original Promissory Note, or (ii) in shares of common stock of First Guaranty, $1.00 par value (the “Common Stock”), with the number of shares of Common Stock to constitute each such interest payment equaling (x) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Promissory Note; divided by (y) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date.
The terms of the Second Promissory Note Amendment extend the waiver of Principal Payments beginning on the March 31, 2026, interest payment date and continuing through the March 31, 2028, interest payment date (the "Second Modified Payment Period") and also extend First Guaranty's ability to choose whether to make interest payments in cash or in the form of Common Stock during the Second Modified Payment Period.
The foregoing description of the Second Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Promissory Note Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Second Amendment to the Floating Rate Subordinated Note due March 28, 2034
On March 20, 2026, First Guaranty entered into the Second Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Second Subordinated Note Amendment”) with Smith & Tate, which further amended that certain First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034 (the “Subordinated Note”). The Subordinated Note was previously amended on June 4, 2025 (the "First Subordinated Note Amendment"). As noted above, Smith & Tate is controlled by Edgar Ray Smith, III, a director and principal shareholder of the Company.
The Subordinated Note is for a ten-year term and bears interest at a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time until redemption or maturity. The First Subordinated Note Amendment (a) changed the frequency of interest payments from monthly to quarterly and (b) during the First Modified Payment Period, allowed First Guaranty, at First Guaranty’s option, to make payments of interest either (i) in cash, as provided for in the original Subordinated Note, or (ii) in shares of Common Stock, with the number of shares of Common Stock to constitute each such interest payment equaling (x) the cash payment due as of such interest payment date based on the then-applicable interest rate as provided in the Subordinated Note; divided by (y) the consolidated closing bid price per share of the Common Stock on the trading day immediately preceding the interest payment date.
The terms of the Second Subordinated Note Amendment extend First Guaranty's ability to choose whether to make interest payments in cash or in the form of Common Stock during the Second Modified Payment Period.
The foregoing description of the Second Subordinated Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Subordinated Note Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) | Exhibits | ||||
Exhibit No. | Description | ||||
Second Amendment to the Promissory Note, dated as of March 20, 2026, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. | |||||
Second Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of March 20, 2026, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST GUARANTY BANCSHARES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: March 24, 2026 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||