First Guaranty Bancshares, Inc.
For the period ended Jun 30, 2025. Filed Aug 18, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 18, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0001408534-25-000036
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001408534-25-000070
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 9 current paragraphs.
4 unchanged; 1 reworded; 4 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider such risks and the other information in this Quarterly Report on Form 10-Q, any of which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price.
Current report
The Company has identified a material weakness in its internal control over financial reporting.
Current report
As disclosed in “Part I - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q, management has identified a material weakness in First Guaranty’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2025. The Company is working to remediate the material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts may place a burden on management and may result in additional expenses.
Current report
First Guaranty cannot assure that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we experience in their implementation, could result in additional material weaknesses, cause us to fail to meet its periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in our reported financial information, a decline in the trading price of First Guaranty common stock or Series A Preferred Stock, or a delisting of the Company’s common stock from Nasdaq.
Removed paragraphs (1)
Previous report
There have been no material changes to our risk factors as disclosed in First Guaranty's Annual Report on Form 10-K.
Reworded paragraphs (1)
Previous wording
(a)On March 31, 2025, First Guaranty completed a private placement of 186,787 shares of its common stock, $1.00 par value per share (the "Common Stock") at $1.00 per share for aggregate offering proceeds of $1.6 million. On April 2, 2025, First Guaranty completed a private placement of 196,920 shares of its common stock, $1.00 par value per share of Common Stock at $1.00 per share for aggregate offering proceeds of $1.7 million. The offer and sale of the Common Stock by First Guaranty was made to "accredited investors" in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The proceeds of the private placement were used for general corporate purposes, including to support continued growth and to enhance regulatory capital ratios.
Current wording
(a)On June 30, 2025, First Guaranty issued an aggregate of 2,231,748 shares of its common stock, $1.00 par value per share (the “Common Stock”), for aggregate offering proceeds of $15.1 million, pursuant to: (1) a private placement, (2) the terms of that certain Exchange Agreement, dated as of June 16, 2025, between First Guaranty and Edgar Ray Smith, III (the “Exchange Agreement”), (3) that certain 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 (4) that certain 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 and Smith & Tate Investment, L.L.C. (the “Subordinated Note Amendment”). The issuance of common stock by First Guaranty was made to “accredited investors” in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The proceeds of the transactions listed above were used for general corporate purposes, including to support continued growth and to enhance regulatory capital ratios.