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First Guaranty Bancshares, Inc. (NASDAQ:FGBI), currently trading at $8.94 with a market capitalization of $115.22 million, reported Monday that it issued a total of 2,201,448 shares of its common stock on June 30, 2025, through a combination of private placement and debt-related transactions, according to a press release statement and a filing with the U.S. Securities and Exchange Commission. InvestingPro analysis suggests the stock is slightly undervalued at current levels.
The company sold 131,460 shares at $8.10 per share in a private placement to accredited investors, raising approximately $1.06 million. No underwriting discounts or commissions were paid, and the proceeds will be used for general corporate purposes. This capital raise comes as the company maintains a notable track record of 20 consecutive years of dividend payments, according to InvestingPro data.
In addition, First Guaranty issued 1,981,506 shares of common stock to Edgar Ray Smith, III, a director and significant shareholder, in exchange for a $15 million Floating Rate Subordinated Note due June 21, 2032, and accrued interest. This transaction was completed under the terms of an Exchange Agreement dated June 16, 2025. No underwriting discounts or commissions were paid in connection with this exchange.
The company also issued 36,060 shares to Smith & Tate Investment, L.L.C., a company controlled by Mr. Smith, as payment of interest on a promissory note. Under a separate amendment, 52,422 shares were issued to Smith & Tate Investment, L.L.C. as payment of interest on a subordinated note due March 28, 2034. Both amendments allow First Guaranty, at its option, to pay interest in cash or common stock for interest periods ending March 30, 2026. The number of shares issued was determined by dividing the interest payment by the closing bid price of the company’s stock on the trading day prior to the payment date.
All transactions relied on exemptions from registration under Section 4(2) and/or Regulation D of the Securities Act of 1933, and all recipients were accredited investors as defined by Rule 501(a) of Regulation D.
First Guaranty Bancshares’ common stock and depositary shares are listed on The Nasdaq Stock Market LLC under the symbols FGBI and FGBIP, respectively. The information is based on a press release statement and details disclosed in the company’s SEC filing.
In other recent news, First Guaranty Bancshares has made several noteworthy announcements. The company declared a quarterly cash dividend of $0.01 per share on its common stock, marking the 128th consecutive quarterly dividend, with the payment scheduled for June 30, 2025. Additionally, First Guaranty Bancshares announced a cash dividend of $0.421875 per depositary share for its Series A Preferred Stock, to be distributed on June 2, 2025. In a strategic financial move, the company amended loan terms with Smith & Tate Investment, L.L.C., allowing for the waiver of principal payments for four consecutive quarters starting June 30, 2025.
The company also held its annual shareholder meeting, resulting in the election of directors and approval of executive compensation proposals. Notably, First Guaranty Bancshares changed its independent registered public accounting firm from Griffith, Delaney, Hillman & Lett, CPAs, PSC to EisnerAmper, LLP for the fiscal year ending December 31, 2025. The previous auditor’s reports contained no adverse opinions, and there were no disagreements on accounting principles. These developments highlight First Guaranty Bancshares’ ongoing financial strategies and governance practices.
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