Terms

Series

6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.75%

Rate Type

Fixed

Annual Dividend

$1.69

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

April 22, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Liabilities, Any Senior Preferred Stock Series; Pari Passu With: Any Future Parity Preferred Stock; Senior To: Common Stock, Junior Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Shares Offered

1,200,000

Prospectus Summary

First Guaranty Bancshares, Inc. is offering 1,200,000 depositary shares, each representing a 1/40th interest in a share of its 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25 per depositary share (equivalent to $1,000 per underlying preferred share). The fixed 6.75% coupon yields $1.6875 per depositary share annually ($0.421875 per quarter), payable on March 1, June 1, September 1, and December 1, commencing June 1, 2021. The stock is non-cumulative, meaning that if the board does not declare a dividend for any period, that dividend is permanently forfeited and does not accrue — investors have no right to recover missed payments. The issuer may optionally redeem on any dividend payment date on or after April 22, 2026, or in full within 90 days of a regulatory capital treatment event, each at $25 per depositary share. The Series A Preferred ranks senior to First Guaranty Bancshares' common stock and any future junior preferred, and pari passu with any future parity preferred. It is junior to all existing and future indebtedness of the holding company (~$2.4 billion in consolidated liabilities as of March 31, 2021). Critically, this is a holding company issuance structurally subordinated to all liabilities of First Guaranty Bank (the operating subsidiary), including depositors, meaning the holding company depends on upstream dividends from the bank to fund preferred payments. The regulatory capital call allows redemption in whole (but not in part) within 90 days if the preferred loses its qualification as Additional Tier 1 capital under Federal Reserve rules — a provision that protects the bank's regulatory capital profile but can result in involuntary early repayment for investors. At the $25 offering price, the effective yield at par is 6.75%. Dividends may qualify for the 15%/20% qualified dividend income (QDI) rate for individual investors and the dividends-received deduction (DRD) for corporate holders, provided First Guaranty Bancshares has sufficient current or accumulated earnings and profits — the prospectus warns this cannot be guaranteed in all future periods. Dividends are paid quarterly on March 1, June 1, September 1, and December 1. The dividend stopper provision blocks any dividends or buybacks on common stock or junior/parity securities if full preferred dividends for the most recently completed period have not been paid — protecting preferred holders from being primed by equity distributions, but since the dividend is non-cumulative, a missed payment itself cannot be recovered.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If First Guaranty Bancshares has not paid full dividends on the Series A Preferred Stock for the most recently completed dividend period, it may not pay dividends on or repurchase its common stock or other junior/parity securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 57 (Average)