First Guaranty Bancshares, Inc. 8-K

What Happened

• First Guaranty Bancshares, Inc. (FGBI) filed an 8‑K on March 24, 2026 disclosing second amendments (dated March 20, 2026) to two related debt instruments with Smith & Tate Investment, L.L.C. (a company controlled by director and principal shareholder Edgar Ray Smith, III).
• The amendments (1) extend the temporary waiver of scheduled principal payments under a Promissory Note and (2) extend FGBI’s option to pay interest in cash or in common stock on both the Promissory Note and a Floating Rate Subordinated Note.

Key Details

• Promissory Note (originally dated Oct. 5, 2023; previously amended June 4, 2025): originally called for 39 quarterly principal installments of $1,007,812.50 beginning Dec. 31, 2023 and a final payment on Oct. 5, 2033. The Second Amendment extends the waiver of principal payments from the March 31, 2026 interest date through the March 31, 2028 interest date.
• Both amendments extend First Guaranty’s option during the extended period to pay interest either (a) in cash or (b) in shares of First Guaranty common stock, with shares calculated as (cash payment due) ÷ (consolidated closing bid price the trading day before the interest payment date).
• Subordinated Note (floating rate due Mar. 28, 2034; previously amended June 4, 2025): interest is Prime Rate + 75 bps; the First Amendment had changed interest payments to quarterly and allowed the cash-or-stock interest option during the earlier modified period. The Second Amendment continues the cash-or-stock interest election for the extended period.
• These amendments are with a related party (Smith & Tate), and the amendment documents are filed as Exhibits 10.1 and 10.2 to the 8‑K.

Why It Matters

• The extended waiver of principal payments through March 31, 2028 reduces near‑term cash outflows for FGBI, which can preserve liquidity in the short term.
• Allowing interest to be paid in common stock gives FGBI flexibility to conserve cash but could result in shareholder dilution if the company elects to use stock payments.
• This is a related‑party amendment (counterparty controlled by a company director and principal shareholder), so investors may consider governance and disclosure implications.
• The amendments do not change the long‑term maturities (Oct. 5, 2033 for the promissory note; Mar. 28, 2034 for the subordinated note) or the stated interest rate formula on the subordinated note (Prime + 75 bps).