fgbi-20240528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2024

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)




Louisiana	001-37621	26-0513559
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

400 East Thomas Street
Hammond, Louisiana		70401
(Address of principal executive offices)		(Zip Code)


(985) 345-7685
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

FGBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

FGBIP

The Nasdaq Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On May 28, 2024 First Guaranty Bancshares, Inc. announced that Alton Lewis will retire from his role as President and Chief Executive Officer of First Guaranty Bancshares, Inc. and First Guaranty Bank. Mr. Lewis will continue to serve as Vice Chairman of the First Guaranty Bancshares, Inc. and First Guaranty Bank Board of Directors.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Letter to Shareholders dated May 29, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	FIRST GUARANTY BANCSHARES, INC.
	(Registrant)
Date: May 29, 2024
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number			Description
Exhibit 99.1			First Guaranty Bancshares, Inc. Letter to Shareholders dated May 29, 2024

Document

EXHIBIT 99.1

For Immediate Release

Contact: Desiree Simmons, Chief Administrative Officer

First Guaranty Bank

(985) 375-0473/dbsimmons@fgb.net

FIRST GUARANTY BANCSHARES, INC ANNOUNCES CEO RETIREMENT

Hammond, LA, May 29, 2024 – First Guaranty Bancshares, Inc. announced today that Alton Lewis will retire from his role as President and Chief Executive Officer of First Guaranty Bancshares, Inc. and First Guaranty Bank in May, 2024, after a dynamic and successful tenure. Mr. Lewis has been a part of the First Guaranty family for over three decades. He began his service as Board member in 1988 and became President and CEO in 2009. Under his leadership, First Guaranty grew from a $931 million institution to what it is today, $3.6 billion. Mr. Lewis was also instrumental in coordinating the IPO of the First Guaranty stock, FGBI, in 2015. Additional notable achievements are that he successfully led his team through the COVID pandemic, maintaining consistent operations of all bank functions. These achievements, plus his focus on developing future leaders, position First Guaranty for continued success.

Mr. Lewis will continue to be a presence at First Guaranty as he will continue to serve as Vice Chairman of the Holding Company and Bank Board of Directors.

“On behalf of the Board, I would like to thank Alton for his unwavering commitment and dedicated service for over three decades. He has built something special here at First Guaranty,” stated Marshall Reynolds, Chairman of the Board.

Michael Mineer will become the First Guaranty Bancshares, Inc. and First Guaranty Bank next President and CEO. Mr. Mineer is already part of the First Guaranty family as the Mideast Area President and brings over 35 years of banking experience to his new role. Mineer stated, “I am very excited to shape this next chapter of First Guaranty Bank. The bank’s exemplary growth has created a strong asset revenue engine. We will next work to fine tune our capital to risk profile and improve our operating efficiency all designed to improve shareholder value.”

About First Guaranty Bancshares, Inc.

First Guaranty Bancshares, Inc. is the holding company for First Guaranty Bank, a Louisiana state-chartered bank. Founded in 1934, First Guaranty Bank offers a wide range of financial services and focuses on building client relationships and providing exceptional customer service. First Guaranty Bank currently operates thirty-five locations throughout Louisiana, Texas, Kentucky and West Virginia. The Company’s common stock trades on the NASDAQ under the symbol FGBI and preferred stock under the symbol FGBIP. For more information, visit www.fgb.net.