Securities Registration (section 12(b)) (8-a12b)
April 27 2021 - 3:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION
OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b)
OR (g) OF
THE SECURITIES EXCHANGE
ACT OF 1934
FIRST
GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Louisiana
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26-0513559
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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400 East Thomas Street
Hammond, Louisiana
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70401
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange
on which
each class is to be registered
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Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1,000 per share
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The NASDAQ Stock Market LLC
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If this form relates
to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c) or (e), check the following box. ☒
If this form relates
to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d) or (e), check the following box. ☐
If this form relates
to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration
statement or Regulation A offering statement file number to which this form relates: 333-249169
Securities to be registered
pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Item 1.
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Description of Registrant’s Securities to be Registered.
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The
securities to be registered hereby are depositary shares (the “Depositary Shares”) of First Guaranty Bancshares, Inc., a Louisiana
corporation (the “Corporation”), each representing a 1/40th interest in a share of the Corporation’s 6.75% Series A
Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1,000 per share, with a liquidation preference of $1,000 per
share (equivalent to $25.00 per Depositary Share). The descriptions set forth under the captions “Description of the Preferred Stock”
and “Description of the Depositary Shares” in the prospectus supplement dated April 22, 2021 relating to the Depositary Shares,
filed with the Securities and Exchange Commission on April 22, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended,
to the prospectus in the Registration Statement on Form S-3 (File No. 333-249169) of the Registrant, filed with
the Securities and Exchange Commission on September 30, 2020 and effective as of October 26, 2020, are each incorporated herein by reference.
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Exhibit
Number
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Description
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3.1
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Restated
Articles of Incorporation of First Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K12G3 filed on August
2, 2007)
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3.2
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Articles
of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed on September 23, 2011)
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3.3
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Bylaws
of First Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12G3
filed on August 2, 2007)
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3.4
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Amendment
to Bylaws of First Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on
Form 8-K12G3 filed on August 2, 2007)
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3.5
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Articles
of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)
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4.1
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Description
of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated
by reference to the Registrant’s Registration of Securities on Form 8-A12B filed on November 5, 2015)
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4.2
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Specimen
Certificate representing the 6.75% Series A Fixed-Rated Non-Cumulative Perpetual Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)
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4.3
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Deposit
Agreement, dated April 27, 2021, among First Guaranty Bancshares, Inc., Zions Bancorporation, National Association, and the holders
from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K filed on April 27, 2021)
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4.4
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Form
of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.3 of this Registration Statement on
Form 8-A)
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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FIRST
GUARANTY BANCSHARES, INC.
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By:
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/s/ Alton B.
Lewis, Jr.
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Alton
B. Lewis, Jr.
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President,
Chief Executive Officer and Director
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Date: April 27, 2021
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