Sec Form 4 Filing - Smith Edgar R. III @ First Guaranty Bancshares, Inc. - 2025-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Smith Edgar R. III 2. Issuer Name and Ticker or Trading Symbol First Guaranty Bancshares, Inc. [ FGBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 400 EAST THOMAS STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2025 (Street) HAMMOND, LA70401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 06/30/2025 P 30,865 A $ 8.1 870,961 D COMMON STOCK 06/30/2025 A( 2 ) 1,981,506 A $ 7.57 2,852,467 D COMMON STOCK 06/30/2025 A( 3 ) 88,482 A $ 8 186,942 I By: Smith & Tate Investments, LLC ( 1 ) COMMON STOCK 19,407 I By: MACSMITH LLC ( 1 ) COMMON STOCK 340,637 I By: Smith & Hood Investment, LLC ( 1 ) COMMON STOCK 340,344 I By: Big 4 Investments, LLC ( 1 ) COMMON STOCK 17,063 I By: Smith-Hoover Holdings, L.L.C. ( 1 ) COMMON STOCK 1,062,817 I By Smith & Hood Holding Company, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Edgar R. III 400 EAST THOMAS STREET HAMMOND, LA70401 X Signatures /s/ Edgar R. Smith III 07/02/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 2 )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. ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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