4//SEC Filing
Smith Edgar R. III 4
Accession 0001437749-25-021961
CIK 0001408534other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:10 PM ET
Size
12.5 KB
Accession
0001437749-25-021961
Insider Transaction Report
Form 4
Smith Edgar R. III
Director
Transactions
- Award
COMMON STOCK
2025-06-30$7.57/sh+1,981,506$15,000,000→ 2,852,467 total - Award
COMMON STOCK
2025-06-30$8.00/sh+88,482$707,856→ 186,942 total(indirect: By LLC) - Purchase
COMMON STOCK
2025-06-30$8.10/sh+30,865$250,007→ 870,961 total
Holdings
- 340,637(indirect: By LLC)
COMMON STOCK
- 19,407(indirect: By LLC)
COMMON STOCK
- 340,344(indirect: By LLC)
COMMON STOCK
- 17,063(indirect: By: Smith-Hoover Holdings, L.L.C.)
COMMON STOCK
- 1,062,817(indirect: By LLC)
COMMON STOCK
Footnotes (3)
- [F1]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- [F2]The 1,981,506 shares of common stock of the issuer were issued to the reporting person pursuant to the terms of the Exchange Agreement, dated as of June 16, 2025, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III (the "Exchange Agreement"). The Exchange Agreement provides for the issuance of 1,981,506 shares of common stock of the issuer at a price of $7.57 per share in exchange for that certain Floating Rate Subordinated Note due June 21, 2032, in the principal amount of $15,000,000. The Exchange Agreement was filed as Exhibit 10.1 to the Form 8-K filed by First Guaranty Bancshares, Inc. with the SEC on June 18, 2025.
- [F3]The 88,482 shares of common stock of the issuer were issued to the reporting person pursuant to the terms of the First Amendment to the Promissory Note, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (the "Promissory Note Amendment") and the First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (the "Subordinated Note Amendment"). The Promissory Note Amendment and the Subordinated Note Amendment were filed as Exhibit 10.1 and Exhibit 10.2 to the Form 8-K filed by First Guaranty Bancshares, Inc. with the SEC on June 9, 2025.
Documents
Issuer
First Guaranty Bancshares, Inc.
CIK 0001408534
Entity typeother
Related Parties
1- filerCIK 0001409022
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:10 PM ET
- Size
- 12.5 KB