| 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. 6 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 21, 2023, the Amendment No. 2 on Schedule 13D originally filed with the SEC on June 2, 2023, the Amendment No. 3 on Schedule 13D originally filed with the SEC on September 1, 2023, the Amendment No. 4 on Schedule 13D originally filed with the SEC on February 14, 2024, and the Amendment No. 5 on Schedule 13D originally filed with the SEC on February 14, 2024 (collectively, the "Original Statement") by Edgar R. Smith III; Smith & Hood Holding Company, LLC; Smith & Hood Investments, LLC; Big 4 Investments, LLC; Smith-Hoover Investments LLC; and MACSMITH LLC 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. 6 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. 6 is being filed to reflect the acquisition of Common Stock directly from the Issuer in a private placement and exchange completed on June 30, 2025, as more particularly described in that certain Current Report on Form 8-K filed by the Issuer on July 7, 2025 (the "June 30, 2025 Transactions"). This Amendment No. 6 also reflects transactions since the most recent amendment, 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 15,120,172 shares of Common Stock outstanding as of July 1, 2025, after giving effect to the June 30, 2025 Transactions. 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. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by or on behalf of (i) Edgar R. Smith III, an individual resident of the state of Louisiana; (ii) Smith & Hood Holding Company, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Holding LLC"); (iii) Smith & Hood Investments, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Investments, LLC"); (iv) Big 4 Investments, LLC is a Louisiana limited liability company of which Mr. Smith is the sole member ("Big 4"); (v) Smith-Hoover Investments LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Smith-Hoover"); (vi) MACSMITH, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("MACSMITH"); and (vii) Smith & Tate Investments, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("Smith & Tate") (each, a "Reporting Person" and collectively, the "Reporting Persons"). |
| (b) | The business address of Edgar R. Smith III is 63399 Highway 51 North, Roseland, LA 70456. The address of Holding LLC and Investments, LLC is 11239 Highway 16, Amite, LA 70422. The address of Big 4 is 63399 Highway 51 North, Roseland, LA 70456. The address of Smith-Hoover is 1250 Southwest Railroad Avenue Suite 230 A, Hammond, LA 70403. The address of MACSMITH is 40089 Deer Creek Drive, Ponchatoula, LA 70454. The address of Smith & Tate is 63399 Highway 51, Roseland, Louisiana 70456. |
| (c) | Mr. Smith's principal occupation is entrepreneur primarily engaged in manufacture and/or distribution of lubricants, oil, and related products of lubricants, as well as a trucking business. The principal business of Holding LLC is to invest in Issuer securities. The principal business of Investments, LLC is managing investments, including but not limited to Issuer securities, as well as holding real estate. The principal business of Big 4 is investments, including Issuer securities, Issuer debt and real estate. The principal business of Smith-Hoover is investments, including Issuer securities and real estate. The principal business of MACSMITH is to invest in commercial real estate and hold Issuer securities. The principal business of Smith & Tate is managing investments, including but not limited to Issuer securities and debt. |
| (d) | During the last five years, no Reporting Person, nor to Mr. Smith'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. Smith'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) Edgar R. Smith III, an individual resident of the state of Louisiana; (ii) Smith & Hood Holding Company, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Holding LLC"); (iii) Smith & Hood Investments, LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Investments, LLC"); (iv) Big 4 Investments, LLC is a Louisiana limited liability company of which Mr. Smith is the sole member ("Big 4"); (v) Smith-Hoover Investments LLC, a Louisiana limited liability company of which Mr. Smith is co-owner ("Smith-Hoover"); (vi) MACSMITH, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("MACSMITH"); and (vii) Smith & Tate Investments, LLC, a Louisiana limited liability company of which Mr. Smith is a member of a member ("Smith & Tate") (each, a "Reporting Person" and collectively, the "Reporting Persons"). |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The purchase of shares in the June 30, 2025 Transactions was funded by contributions by Mr. Smith for shares purchased in a private placement, the exchange of existing subordinated debt held by Smith & Tate, and the agreement by Mr. Smith to accept shares in lieu of cash owed as interest on debt held by Mr. Smith. Mr. Smith funded his payment for the shares purchased in the private placement from existing liquidity. The majority of the shares owned by each Reporting Person was owned prior to the Issuer becoming a reporting company, in private placements, or in the June 30, 2025 Transactions and the remainder were purchased on the open market or the result of a dividend reinvestment program open to all shareholders. The source and amount of funds used to purchase other shares of Common Stock have been reported in previous amendments. |
| 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. Smith currently serves as a director 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. Smith in his capacity as a Director of the Issuer or by such Board with the participation of Mr. Smith 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. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Smith may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 4,819,677 shares of Common Stock, or 31.88% of the outstanding shares of Common Stock. Holding LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 1,062,817 shares of Common Stock, or 7.03% of the outstanding shares of Common Stock. Investments, LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,637 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Big 4 may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,344 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Smith-Hoover may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 17,063 shares of Common Stock, or 0.11% of the outstanding shares of Common Stock. MACSMITH may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 19,407 shares of Common Stock, or 0.13% of the outstanding shares of Common Stock. Smith & Tate may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 186,942 shares of Common Stock, or 1.24% of the outstanding shares of Common Stock. |
| (b) | Mr. Smith may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 4,819,677 shares of Common Stock, or 31.88% of the outstanding shares of Common Stock. Holding LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 1,062,817 shares of Common Stock, or 7.03% of the outstanding shares of Common Stock. Investments, LLC may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,637 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Big 4 may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 340,344 shares of Common Stock, or 2.25% of the outstanding shares of Common Stock. Smith-Hoover may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 17,063 shares of Common Stock, or 0.11% of the outstanding shares of Common Stock. MACSMITH may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 19,407 shares of Common Stock, or 0.13% of the outstanding shares of Common Stock. Smith & Tate may be deemed to beneficially own and have shared voting and dispositive power over an aggregate of 186,942 shares of Common Stock, or 1.24% 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 June 30, 2025 Transactions), 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
|
(a)