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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): July 27, 2026

Image1.jpg
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 2.02.        Results of Operations and Financial Condition

On July 27, 2026, First Guaranty Bancshares, Inc. issued a press release reporting its financial results at and for the six months ended June 30, 2026. 

The Press Release is enclosed as Exhibit 99.1 to this report. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01.        Financial Statements and Exhibits. 

Exhibit 99.1    Press Release dated July 27, 2026.
Exhibit 99.2    Letter to Shareholders dated July 27, 2026.

Forward Looking Statements

This letter contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact which represent our current judgement about possible future events. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or otherwise revise any forward-looking statements.





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: July 27, 2026      
    By: /s/Eric J. Dosch
      Eric J. Dosch
      Chief Financial Officer
     



INDEX TO EXHIBITS
 
Exhibit Number Description
Press Release July 27, 2026 "First Guaranty Bancshares, Inc. Announces Second Quarter 2026 Financial Results."
Letter to Shareholders dated July 27, 2026.

EX-99.1 2 fgbi-ex991earningspressrel.htm EX-99.1 PRESS RELEASE Document

EXHIBIT 99.1
JULY 27, 2026
NEWS FOR IMMEDIATE RELEASE
CONTACT: ERIC J. DOSCH, CFO
985.375.0308
 
First Guaranty Bancshares, Inc. Announces Second Quarter 2026 Financial Results

Hammond, Louisiana, July 27, 2026 – First Guaranty Bancshares, Inc. ("First Guaranty") (NASDAQ: FGBI), the holding company for First Guaranty Bank, announced its unaudited financial results for the second quarter and six months ending June 30, 2026.

Financial Highlights for the second quarter and six months ended June 30, 2026, are as follows:

•Net income (loss) for the three months ended June 30, 2026 and 2025 was $3.4 million and $(7.3) million, respectively. Net income (loss) for the six months ended June 30, 2026 and 2025 was $6.2 million and $(13.5) million, respectively, an increase of $19.6 million.

•Total assets decreased $183.3 million and were $3.9 billion at June 30, 2026 compared to $4.1 billion at December 31, 2025. Total loans at June 30, 2026 were $1.8 billion, a decrease of $304.6 million, or 14.7%, compared with December 31, 2025. Total deposits were $3.5 billion at June 30, 2026, a decrease of $175.8 million, or 4.8%, compared with December 31, 2025. Retained earnings were $18.7 million at June 30, 2026, an increase of $4.7 million compared to $14.1 million at December 31, 2025. Shareholders' equity was $227.4 million and $226.2 million at June 30, 2026 and December 31, 2025, respectively.

•Earnings (loss) per common share were $0.17 and $(0.61) for the three months ended June 30, 2026 and 2025, respectively. Total weighted average shares outstanding were 16,326,060 and 12,910,785 for the three months ended June 30, 2026 and 2025, respectively. Earnings (loss) per common share were $0.31 and $(1.15) for the six months ended June 30, 2026 and 2025, respectively. Total weighted average shares outstanding were 16,062,514 and 12,709,905 for the six months ended June 30, 2026 and 2025, respectively.

•The allowance for credit losses was 1.94% of total loans at June 30, 2026 compared to 1.97% at December 31, 2025.

•Net interest income for the three months ended June 30, 2026 was $22.3 million compared to $22.2 million for the three months ended June 30, 2025. Net interest income for the six months ended June 30, 2026 was $43.0 million compared to $44.5 million for the six months ended June 30, 2025.

•The provision for credit losses for the three months ended June 30, 2026 was $2.6 million compared to $16.6 million for the three months ended June 30, 2025. The provision for credit losses for the six months ended June 30, 2026 was $5.3 million compared to $31.2 million for the six months ended June 30, 2025.

•Charge-offs were $7.7 million during the three months ended June 30, 2026 and $1.1 million during the same period in 2025. Recoveries totaled $0.9 million during the three months ended June 30, 2026 and $0.2 million during the same period in 2025. Charge-offs were $13.2 million during the six months ended June 30, 2026 and $8.0 million during the same period in 2025. Recoveries totaled $1.5 million during the six months ended June 30, 2026 and $0.4 million during the same period in 2025.

•First Guaranty had $29.7 million of other real estate owned as of June 30, 2026 compared to $35.1 million at December 31, 2025.

•The net interest margin for the three months ended June 30, 2026 was 2.37% which was an increase of 3 basis points from the net interest margin of 2.34% for the same period in 2025. The net interest margin for the six months ended June 30, 2026 was 2.22% which was a decrease of 13 basis points from the net interest margin of 2.35% for the same period in 2025. Loans as a percentage of average interest earning assets decreased to 49.5% at June 30, 2026 compared to 66.5% at June 30, 2025.

•Investment securities totaled $1.2 billion at June 30, 2026, an increase of $214.7 million when compared to $999.3 million at December 31, 2025. At June 30, 2026, available for sale securities, at fair value, totaled $890.8 million, an increase of $214.2 million when compared to $676.6 million at December 31, 2025. At June 30, 2026, held to maturity securities, at amortized cost and net of the allowance for credit losses totaled $323.2 million, an increase of $0.5 million when compared to $322.7 million at December 31, 2025. The allowance for credit losses for HTM securities was $0.2 million at June 30, 2026 and December 31, 2025.

•Total loans net of unearned income were $1.8 billion at June 30, 2026, a net decrease of $304.6 million from December 31, 2025. Total loans net of unearned income are reduced by the allowance for credit losses which totaled $34.3 million at June 30, 2026 and $40.8 million at December 31, 2025, respectively.

•Nonaccrual loans decreased $19.0 million to $40.6 million at June 30, 2026 compared to $59.6 million at December 31, 2025.

•At June 30, 2026, the largest 10 non-performing loan relationships comprise 78% of total non-performing assets. Additional details on the non-performing relationships are as follows:
1.A $23.3 million loan relationship secured by an independent living center located in Louisiana; the loan was transferred to other real estate owned in the fourth quarter of 2025.
2.A $10.8 million loan relationship secured by an assisted living center located in Texas; the loan was placed on nonaccrual in the third quarter of 2025.
3.A $7.7 million loan relationship secured by commercial land development located in Texas; the loan was placed on nonaccrual in the second quarter of 2026.


4.A $5.2 million loan relationship was placed on nonaccrual during the second quarter of 2025. The loan is secured by multifamily apartment complexes located in Louisiana. This loan relationship had a specific reserve of $0.8 million as of June 30, 2026.
5.A $2.4 million guaranteed loan secured by livestock and farmland located in Louisiana; the loan was placed in nonaccrual in the fourth quarter of 2024.
6.A $1.5 million loan secured by a hotel in Louisiana; the loan was placed on nonaccrual during the second quarter of 2026. This loan relationship had a specific reserve of $0.6 million as of June 30, 2026.
7.A $1.2 million loan secured by multiple office buildings located in West Virginia; the loan was placed on nonaccrual during the second quarter of 2025.
8.A $1.0 million loan secured by commercial real estate in Texas; the loan was placed on nonaccrual during the third quarter of 2024.
9.A $0.8 million loan secured by a retail strip center located in Louisiana; the loan was placed on nonaccrual during the fourth quarter of 2025.
10.A $0.8 million loan secured by a mobile home park located in New Mexico; the loan was transferred to other real estate owned in the second quarter of 2026.

•First Guaranty charged off $7.7 million in loan balances during the second quarter of 2026. The details of the $7.7 million in charged-off loans were as follows:
1.First Guaranty charged off $5.7 million on a commercial lease relationship during the second quarter of 2026. This relationship had no remaining principal balance as of June 30, 2026.
2.First Guaranty charged off $0.8 million on a commercial lease relationship during the second quarter of 2026. This relationship had no remaining principal balance as of June 30, 2026.
3.First Guaranty charged off $0.7 million on a non-farm non-residential loan relationship during the second quarter of 2026. This relationship had a remaining principal balance of $0.4 million as of June 30, 2026.
4.Smaller loans and overdrawn deposit accounts comprised the remaining $0.5 million of charge-offs for the second quarter of 2026.

•Special mention loan relationships totaled $186.6 million as of June 30, 2026, a decline of $142.9 million compared to December 31, 2025.

•Substandard loan relationships totaled $276.6 million as of June 30, 2026, a decline of $71.0 million compared to December 31, 2025.

•There were no doubtful loan relationships as of June 30, 2026, a decline of $9.4 million compared to December 31, 2025.

•Noninterest expense totaled $17.2 million for the second quarter 2026, $16.7 million for the first quarter 2026, $16.8 million for the fourth quarter of 2025, $30.2 million for the third quarter of 2025 (including $12.9 million of goodwill impairment), and $17.3 million for the second quarter of 2025. Full time equivalent employees totaled 333 at June 30, 2026 compared to 360 at June 30, 2025.

•Return on average assets for the three months ended June 30, 2026 and 2025 was 0.35% and (0.75)%, respectively. Return on average assets for the six months ended June 30, 2026 and 2025 was 0.31% and (0.69)%, respectively. Return on average common equity for the three months ended June 30, 2026 and 2025 was 5.95% and (14.33)%, respectively. Return on average common equity for the six months ended June 30, 2026 and 2025 was 5.24% and (13.31)% respectively. Return on average assets is calculated by dividing annualized net income by average assets. Return on average common equity is calculated by dividing annualized net income by average common equity.

•Book value per common share was $11.75 as of June 30, 2026 compared to $12.23 as of December 31, 2025. The decrease was due primarily to the changes in accumulated other comprehensive income ("AOCI") and recent issuance of new shares. AOCI is comprised of unrealized gains and losses on available for sale securities, including unrealized losses on available for sale securities at the time of transfer to held to maturity.

•First Guaranty's Board of Directors declared cash dividends of $0.01 per common share in the second quarter of 2026 and 2025. First Guaranty has paid 132 consecutive quarterly dividends as of June 30, 2026.

•First Guaranty paid preferred stock dividends of $1.2 million during the first six months of 2026 and 2025.

•On March 10, 2026, First Guaranty Bank entered into an agreement with Armstrong Bank, Muskogee, Oklahoma, to sell the Bank's Texas operations, consisting of five branches and related deposits, loans and certain other assets, to Armstrong Bank. The transaction is expected to consist of approximately $227 million in deposits and $93 million in loans. The transaction is expected to close on July 31, 2026.

About First Guaranty

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 locations throughout Louisiana, Texas, Kentucky and West Virginia. First Guaranty’s common stock trades on the NASDAQ under the symbol FGBI. For more information, visit www.fgb.net.
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended with respect to the financial condition, liquidity, results of operations, and future performance of the business of First Guaranty Bancshares, Inc. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which


are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. These forward-looking statements are subject to a number of factors and uncertainties, including, without limitation, the “Risk Factors” referenced in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and other risks and uncertainties listed from time to time in our reports and documents filed with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

No Offer or Solicitation

This release does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of First Guaranty. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.



FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except share data) June 30, 2026 December 31, 2025
Assets    
Cash and cash equivalents:    
Cash and due from banks $ 781,030  $ 845,150 
Federal funds sold 546  551 
Cash and cash equivalents 781,576  845,701 
Interest-earning time deposits with banks 250 250
Investment securities:    
Available for sale, at fair value (cost of $901,862 and $674,139 respectively)
 890,758  676,592 
Held to maturity, at cost and net of allowance for credit losses of $150 (estimated fair value of $265,294 and $268,094 respectively)
 323,203  322,675 
Investment securities 1,213,961  999,267 
Federal Home Loan Bank stock, at cost 10,433  10,206 
Loans, net of unearned income 1,765,210  2,069,802 
Less: allowance for credit losses 34,299  40,755 
Net loans 1,730,911  2,029,047 
Premises and equipment, net 72,656  59,585 
Intangible assets, net 2,218  2,638 
Other real estate, net 29,721  35,084 
Accrued interest receivable 11,875  12,455 
Other assets 41,409  84,088 
Total Assets $ 3,895,010  $ 4,078,321 
Liabilities and Shareholders' Equity    
Deposits:    
Noninterest-bearing demand $ 415,296  $ 414,604 
Interest-bearing demand 1,092,746  1,165,061 
Savings 224,436  213,936 
Time 1,724,574  1,839,276 
Total deposits 3,457,052  3,632,877 
Repurchase agreements 7,227  7,119 
Accrued interest payable 17,492  17,637 
Long-term advances from Federal Home Loan Bank 135,000  135,000 
Senior long-term debt 14,214  14,203 
Junior subordinated debentures 29,835  29,805 
Other liabilities 6,840  15,462 
Total Liabilities 3,667,660  3,852,103 
Shareholders' Equity    
Preferred stock, Series A - $1,000 par value - 100,000 shares authorized    
Non-cumulative perpetual; 34,500 issued and outstanding 33,058  33,058 
Common stock, $1 par value - 100,600,000 shares authorized; 16,539,094 and 15,793,433 shares issued and outstanding 16,539  15,793 
Surplus 176,492  170,621 
Retained earnings 18,742  14,055 
Accumulated other comprehensive (loss) income (17,481) (7,309)
Total Shareholders' Equity 227,350  226,218 
Total Liabilities and Shareholders' Equity $ 3,895,010  $ 4,078,321 
See Notes to Consolidated Financial Statements    



FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in thousands, except share data) 2026 2025 2026 2025
Interest Income:
Loans (including fees) $ 33,090  $ 41,013  $ 66,369  $ 83,982 
Deposits with other banks 6,073  7,511  14,710  13,510 
Securities (including FHLB stock) 12,118  5,797  22,477  11,292 
Total Interest Income 51,281  54,321  103,556  108,784 
Interest Expense:
Demand deposits 8,241  12,708  17,851  24,912 
Savings deposits 963  1,336  1,909  2,598 
Time deposits 17,395  15,196  35,994  31,086 
Borrowings 2,404  2,841  4,835  5,725 
Total Interest Expense 29,003  32,081  60,589  64,321 
Net Interest Income 22,278  22,240  42,967  44,463 
Less: Provision for credit losses 2,625  16,610  5,250  31,158 
Net Interest Income after Provision for Credit Losses 19,653  5,630  37,717  13,305 
Noninterest Income:
Service charges, commissions and fees 736  834  1,494  1,683 
ATM and debit card fees 655  778  1,297  1,525 
Net gains on securities —  —  1  — 
Net gains on sale of assets —  —  44  4 
Other 508  544  1,271  1,298 
Total Noninterest Income 1,899  2,156  4,107  4,510 
Total Business Revenue, Net of Provision for Credit Losses 21,552  7,786  41,824  17,815 
Noninterest Expense:
Salaries and employee benefits 7,029  7,843  14,381  16,284 
Occupancy and equipment expense 2,361  2,605  4,825  5,245 
Other 7,818  6,819  14,731  13,755 
Total Noninterest Expense 17,208  17,267  33,937  35,284 
Income (Loss) Before Income Taxes 4,344  (9,481) 7,887  (17,469)
Provision (benefit) for income taxes 913  (2,178) 1,713  (4,000)
Net Income (Loss) 3,431  (7,303) 6,174  (13,469)
Less: Preferred stock dividends 582  582  1,164  1,164 
Net Income (Loss) Available to Common Shareholders $ 2,849  $ (7,885) $ 5,010  $ (14,633)
Per Common Share:
Earnings (Loss) $ 0.17  $ (0.61) $ 0.31  $ (1.15)
Cash dividends paid $ 0.01  $ 0.01  $ 0.02  $ 0.02 
Weighted Average Common Shares Outstanding 16,326,060  12,910,785  16,062,514  12,709,905 
See Notes to Consolidated Financial Statements



              FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY       
CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)       
  Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
(in thousands except for %) Average Balance Interest Yield/Rate (5) Average Balance Interest Yield/Rate (5)
Assets            
Interest-earning assets:            
Interest-earning deposits with banks $ 657,069  $ 6,073  3.71  % $ 676,456  $ 7,511  4.45  %
Securities (including FHLB stock) 1,243,273  12,118  3.91  % 671,090  5,797  3.46  %
Federal funds sold 544  —  —  % 573  —  —  %
Loans held for sale  —  —  —  % —  —  —  %
Loans, net of unearned income (6) 1,864,702  33,090  7.12  % 2,459,978  41,013  6.69  %
Total interest-earning assets 3,765,588  $ 51,281  5.46  % 3,808,097  $ 54,321  5.72  %
Noninterest-earning assets:
Cash and due from banks 24,787  20,676 
Premises and equipment, net 68,430  66,172 
Other assets 44,854  22,876 
Total Assets $ 3,903,659  $ 3,917,821 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits $ 1,064,664  $ 8,241  3.11  % $ 1,367,486  $ 12,708  3.73  %
Savings deposits 219,383  963  1.76  % 243,589  1,336  2.20  %
Time deposits 1,759,634  17,395  3.96  % 1,406,320  15,196  4.33  %
Borrowings 186,565  2,404  5.17  % 200,862  2,841  5.67  %
Total interest-bearing liabilities 3,230,246  $ 29,003  3.60  % 3,218,257  $ 32,081  4.00  %
Noninterest-bearing liabilities:
Demand deposits 416,385  406,409 
Other 31,969  39,427 
Total Liabilities 3,678,600  3,664,093 
Shareholders' equity 225,059  253,728 
Total Liabilities and Shareholders' Equity $ 3,903,659  $ 3,917,821 
Net interest income $ 22,278  $ 22,240 
Net interest rate spread (1) 1.86  % 1.72  %
Net interest-earning assets (2) $ 535,342  $ 589,840 
Net interest margin (3), (4) 2.37  % 2.34  %
Average interest-earning assets to interest-bearing liabilities 116.57  % 118.33  %
(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(3)Net interest margin represents net interest income divided by average total interest-earning assets.
(4)The tax adjusted net interest margin was 2.39% and 2.35% for the above periods ended June 30, 2026 and 2025 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2026 and 2025 respectively.
(5)Annualized.
(6)Includes loan fees of $1.2 million for the three months ended June 30, 2026 and 2025.



FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY       
CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)       
  Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
(in thousands except for %) Average Balance Interest Yield/Rate (5) Average Balance Interest Yield/Rate (5)
Assets            
Interest-earning assets:            
Interest-earning deposits with banks $ 800,580  $ 14,710  3.71  % $ 612,331  $ 13,510  4.45  %
Securities (including FHLB stock) 1,174,109  22,477  3.86  % 664,386  11,292  3.43  %
Federal funds sold 546  —  —  % 523  —  —  %
Loans held for sale  —  —  —  % 1,705  —  —  %
Loans, net of unearned income (6) 1,936,196  66,369  6.91  % 2,541,990  83,982  6.66  %
Total interest-earning assets 3,911,431  $ 103,556  5.34  % 3,820,935  $ 108,784  5.74  %
Noninterest-earning assets:            
Cash and due from banks 24,411  20,517     
Premises and equipment, net 63,743  66,550     
Other assets 46,862  26,847     
Total Assets $ 4,046,447      $ 3,934,849     
Liabilities and Shareholders' Equity            
Interest-bearing liabilities:            
Demand deposits $ 1,146,400  $ 17,851  3.14  % $ 1,370,630  $ 24,912  3.67  %
Savings deposits 217,272  1,909  1.77  % 240,265  2,598  2.18  %
Time deposits 1,817,975  35,994  3.99  % 1,423,912  31,086  4.40  %
Borrowings 186,351  4,835  5.23  % 201,441  5,725  5.73  %
Total interest-bearing liabilities 3,367,998  $ 60,589  3.63  % 3,236,248  $ 64,321  4.01  %
Noninterest-bearing liabilities:            
Demand deposits 416,993  404,214     
Other 35,461  39,679     
Total Liabilities 3,820,452      3,680,141     
Shareholders' equity 225,995  254,708     
Total Liabilities and Shareholders' Equity $ 4,046,447      $ 3,934,849     
Net interest income   $ 42,967      $ 44,463   
Net interest rate spread (1)     1.71  %     1.73  %
Net interest-earning assets (2) $ 543,433      $ 584,687     
Net interest margin (3), (4)     2.22  % 2.35  %
Average interest-earning assets to interest-bearing liabilities     116.14  % 118.07  %
(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(3)Net interest margin represents net interest income divided by average total interest-earning assets.
(4)The tax adjusted net interest margin was 2.23% and 2.35% for the above periods ended June 30, 2026 and 2025 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2026 and 2025 respectively.
(5)Annualized.
(6)Includes loan fees of $2.8 million for the six months ended June 30, 2026 and 2025.




The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2026, March 31, 2026, December 31, 2025, and September 30, 2025:

  June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025
(in thousands except for %) Balance As % of Category Balance As % of Category Balance As % of Category Balance As % of Category
Real Estate:      
Construction & land development $ 99,000  5.6  % $ 109,758  5.7  % $ 149,493  7.2  % $ 231,156  10.1  %
Farmland 30,878  1.7  % 31,377  1.6  % 32,160  1.5  % 31,685  1.4  %
1- 4 Family 420,388  23.8  % 427,518  22.2  % 428,773  20.7  % 441,017  19.3  %
Multifamily 85,772  4.8  % 127,973  6.6  % 144,235  6.9  % 137,582  6.0  %
Non-farm non-residential 790,300  44.7  % 879,022  45.5  % 948,536  45.7  % 1,003,198  43.9  %
Total Real Estate 1,426,338  80.6  % 1,575,648  81.6  % 1,703,197  82.0  % 1,844,638  80.7  %
Non-Real Estate:
Agricultural 42,860  2.4  % 37,899  2.0  % 35,244  1.7  % 44,737  2.0  %
Commercial and industrial 222,627  12.6  % 214,368  11.1  % 228,738  11.0  % 227,077  9.9  %
Commercial leases 56,619  3.2  % 71,110  3.7  % 75,617  3.7  % 134,958  5.9  %
Consumer and other 21,223  1.2  % 31,070  1.6  % 33,023  1.6  % 34,763  1.5  %
Total Non-Real Estate 343,329  19.4  % 354,447  18.4  % 372,622  18.0  % 441,535  19.3  %
Total loans before unearned income 1,769,667  100.0  % 1,930,095  100.0  % 2,075,819  100.0  % 2,286,173  100.0  %
Unearned income (4,457)   (5,518) (6,017) (6,432)
Total loans net of unearned income $ 1,765,210    $ 1,924,577  $ 2,069,802  $ 2,279,741 





The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.
(in thousands) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025
Nonaccrual loans:  
Real Estate:  
Construction and land development $ 18,823  $ 9,466  $ 9,281  $ 8,707 
Farmland 2,595  2,633  2,671  2,777 
1- 4 family 7,593  8,865  9,768  10,536 
Multifamily 2,215  2,231  2,278  23,998 
Non-farm non-residential 7,064  21,789  24,347  42,532 
Total Real Estate 38,290  44,984  48,345  88,550 
Non-Real Estate:
Agricultural 1,436  1,645  2,172  1,886 
Commercial and industrial 841  1,224  2,266  5,339 
Commercial leases —  6,483  6,640  18,358 
Consumer and other 27  73  158  132 
Total Non-Real Estate 2,304  9,425  11,236  25,715 
Total nonaccrual loans 40,594  54,409  59,581  114,265 
Loans 90 days and greater delinquent & accruing:
Real Estate:
Construction and land development —  —  —  — 
Farmland —  —  —  — 
1- 4 family —  107  763  — 
Multifamily —  —  —  — 
Non-farm non-residential —  123  33  — 
Total Real Estate —  230  796  — 
Non-Real Estate:
Agricultural —  —  —  — 
Commercial and industrial —  —  —  — 
Commercial leases —  —  —  — 
Consumer and other —  —  —  — 
Total Non-Real Estate —  —  —  — 
Total loans 90 days and greater delinquent & accruing —  230  796  — 
Total non-performing loans 40,594  54,639  60,377  114,265 
Real Estate Owned:
Real Estate Loans:
Construction and land development 1,161  1,161  8,161  8,545 
Farmland —  —  —  — 
1- 4 family 897  851  351  234 
Multifamily —  —  —  — 
Non-farm non-residential 27,663  26,860  26,572  3,271 
Total Real Estate 29,721  28,872  35,084  12,050 
Non-Real Estate Loans:
Agricultural —  —  —  — 
Commercial and industrial —  —  —  — 
Commercial leases —  —  —  — 
Consumer and other —  —  —  — 
Total Non-Real Estate —  —  —  — 
Total Real Estate Owned 29,721  28,872  35,084  12,050 
Total non-performing assets $ 70,315  $ 83,511  $ 95,461  $ 126,315 
Non-performing assets to total loans 3.98  % 4.34  % 4.61  % 5.54  %
Non-performing assets to total assets 1.81  % 2.11  % 2.34  % 3.33  %
Non-performing loans to total loans 2.30  % 2.84  % 2.92  % 5.01  %
Nonaccrual loans to total loans 2.30  % 2.83  % 2.88  % 5.01  %
Allowance for credit losses to nonaccrual loans 84.49  % 70.74  % 68.40  % 75.01  %
Net loan charge-offs to average loans 1.22  % 0.99  % 3.17  % 1.55  %




The table below lists the Top 10 Nonperforming Assets at June 30, 2026.

Top 10 Non-Performing Assets  
Balance Allocated Reserve Origination Year Location
Asset Description        
1 Independent Living Center OREO $ 23,301  $ —  2021 Louisiana
2 Assisted Living Center 10,789  —  2023-2025 Texas
3 Commercial Land Development 7,723  73  2023 Texas
4 Apartment Complex 5,181  794  2023 Louisiana
5 Farmland 2,391  —  2020 Louisiana
6 Hotel 1,522  550  2016 Louisiana
7 Commercial Building 1,175  —  2023 West Virginia
8 Commercial Real Estate 965  —  2017 Texas
9 Retail Strip Center 833  5  2016 Louisiana
10 Mobile Home Park OREO 831  —  2020 New Mexico
$ 54,711  $ 1,422 

The table below provides a status update as of June 30, 2026 on the previously reported Top 10 Nonperforming Assets in first quarter 2026.

Top 10 Nonperforming Assets  
  March 31, 2026 June 30, 2026
Balance Allocated Reserve Location Status
Asset Description      
1 Independent Living Center $ 23,301  $ —  Louisiana Remains in OREO
2 Assisted Living Center 14,488  —  Louisiana Paid Off
3 Assisted Living Center 9,138  —  Texas Remains Nonaccrual
4 Commercial Lease 5,711  —  Multistate Charged Off
5 Apartment Complex 5,208  857  Louisiana Remains Nonaccrual
6 Farmland 1,422  —  Louisiana Remains Nonaccrual
7 Commercial Real Estate 1,308  28  Texas Remains Nonaccrual
8 Commercial Building 1,199  21  West Virginia Remains Nonaccrual
9 Mobile Home Park 1,164  —  New Mexico Transferred to OREO
10 Poultry/Cattle Farm 997  —  Louisiana Remains Nonaccrual
$ 63,936  $ 906 



The tables below list the top 10 special mention and substandard relationships as of June 30, 2026.

Top 10 Special Mention Relationships
Balance Allocated Reserve Origination Year(s) Location
Relationship Description        
1 Assisted Living Facility 33,467  —  2022 Alabama
2 Construction Business 20,607  —  2022-2024 Louisiana & Texas
3 Assisted Living Facility 16,602  —  2017 Louisiana
4 Recreational Park 16,465  —  2020 Louisiana
5 Land Subdivision 16,152  —  2022 Texas
6 Warehouse Facility 15,750  —  2011 Louisiana & Tennessee
7 Hotel Property 14,518  —  2023 Florida
8 Multipurpose Commercial Real Estate Building 8,884  —  2023 Louisiana
9 Multipurpose Commercial Real Estate Building 7,317  —  2021 Texas
10 Hotel Property 4,592  —  2023 Georgia
$ 154,354  $ — 

Top 10 Substandard Relationships
Balance Allocated Reserve Origination Year(s) Location
Relationship Description        
1 Medical Facilities $ 45,302  $ —  2008-2022 Louisiana
2 Owner Occupied Office Building 30,705  —  2023 Utah
3 Manufacturing Company 30,270  —  2015-2024 Louisiana
4 Medical Facilities 23,176  ` —  2020-2021 Arkansas
5 Commercial Retail Shopping Center 13,204  —  2020-2022 Oklahoma
6 Food Processor 12,755  —  2022-2024 Ohio
7 Gas Station & Convenience Store 11,420  —  2023 Louisiana
8 Assisted Living Facility 10,789  —  2023-2025 Texas
9 Commercial Land Development 7,723  73  2023 Texas
10 Timber & Lodging 7,006  —  2022-2024 Louisiana
$ 192,350  $ 73 



The following table presents, for the periods indicated, the major categories of other noninterest expense:

  Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Other noninterest expense:    
Legal and professional fees $ 787  $ 671  $ 1,480  $ 1,759 
Data processing 365  349  690  686 
ATM fees 344  502  702  852 
Marketing and public relations 189  163  411  404 
Taxes - sales, capital, and franchise 518  543  1,034  1,043 
Operating supplies 39  49  111  86 
Software expense and amortization 1,237  1,188  2,409  2,404 
Travel and lodging 127  126  182  198 
Telephone 92  104  186  195 
Amortization of core deposit intangibles 174  174  348  348 
Donations 86  82  153  140 
Net costs from other real estate and repossessions 530  24  898  74 
Regulatory assessment 1,808  1,609  3,616  3,153 
Other 1,522  1,235  2,511  2,413 
Total other noninterest expense $ 7,818  $ 6,819  $ 14,731  $ 13,755 

The following table presents, for the periods indicated, the major categories of other noninterest expense:

  Three Months Ended June 30, Three Months Ended March 31, Three Months Ended December 31, Three Months Ended September 30,
(in thousands) 2026 2026 2025 2025
Other noninterest expense:  
Legal and professional fees $ 787  $ 693  $ 665  $ 988 
Data processing 365  325  331  336 
ATM fees 344  358  432  390 
Marketing and public relations 189  222  174  151 
Taxes - sales, capital, and franchise 518  516  237  542 
Operating supplies 39  72  48  66 
Software expense and amortization 1,237  1,172  1,289  1,211 
Travel and lodging 127  55  133  88 
Telephone 92  94  91  88 
Amortization of core deposit intangibles 174  174  174  174 
Donations 86  67  33  51 
Net costs from other real estate and repossessions 530  368  815  13 
Regulatory assessment 1,808  1,808  1,778  1,777 
Other 1,522  989  1,437  1,330 
Total other noninterest expense $ 7,818  $ 6,913  $ 7,637  $ 7,205 


Non-GAAP Financial Measures
 
Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics. Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures.
 
Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders' equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.
 
The following table reconciles, as of the dates set forth below, shareholders' equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

  At June 30, At December 31,
(in thousands except for share data and %) 2026 2025 2024 2023 2022
Tangible Common Equity    
Total shareholders' equity $ 227,350  $ 226,218  $ 255,049  $ 249,631  $ 234,991 
Adjustments:
Preferred 33,058  33,058  33,058  33,058  33,058 
Goodwill —  —  12,900  12,900  12,900 
Acquisition intangibles 1,918  2,266  2,962  3,658  4,355 
Other intangibles 100  100  100  100  — 
Tangible common equity $ 192,274  $ 190,794  $ 206,029  $ 199,915  $ 184,678 
Common shares outstanding
 16,539,094  15,793,433  12,504,717  12,475,424  10,716,796 
Book value per common share
 $ 11.75  $ 12.23  $ 17.75  $ 17.36  $ 18.84 
Tangible book value per common share
 $ 11.63  $ 12.08  $ 16.48  $ 16.03  $ 17.23 
Tangible Assets
Total Assets $ 3,895,010  $ 4,078,321  $ 3,972,728  $ 3,552,772  $ 3,151,347 
Adjustments:
Goodwill —  —  12,900  12,900  12,900 
Acquisition intangibles 1,918  2,266  2,962  3,658  4,355 
Other intangibles 100  100  100  100  — 
Tangible Assets $ 3,892,992  $ 4,075,955  $ 3,956,766  $ 3,536,114  $ 3,134,092 
Tangible common equity to tangible assets 4.94  % 4.68  % 5.21  % 5.65  % 5.89  %























Regulatory Capital
 
Risk-based capital regulations adopted by the FDIC require banks to achieve and maintain specified ratios of capital to risk-weighted assets. Similar capital regulations apply to bank holding companies over $3.0 billion in assets. The risk-based capital rules are designed to measure "Tier 1" capital (consisting of common equity, retained earnings and a limited amount of qualifying perpetual preferred stock and trust preferred securities, net of goodwill and other intangible assets and accumulated other comprehensive income) and total capital in relation to the credit risk of both on- and off- balance sheet items. Under the guidelines, one of its risk weights is applied to the different on-balance sheet items. Off-balance sheet items, such as loan commitments, are also subject to risk weighting. Applicable bank holding companies and all banks must maintain a minimum total capital to total risk weighted assets ratio of 8.00%, at least half of which must be in the form of core or Tier 1 capital. These guidelines also specify that bank holding companies that are experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels.
 
In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of June 30, 2026, the Bank's capital conservation buffer was 8.21% exceeding the minimum of 2.50%. As of June 30, 2026, First Guaranty's capital conservation buffer was 6.81% exceeding the minimum of 2.50%.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Federal Reserve Board has amended its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant nonbanking activities, (ii) do not conduct significant off-balance sheet activities, and (3) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization's complexity, are no longer subject to regulatory capital requirements, effective August 30, 2018. On January 1, 2024, First Guaranty ceased being considered a "small bank holding company". Accordingly, both the Bank and First Guaranty are required to maintain specified ratios of capital to risk-weighted assets.

In addition, as a result of the legislation, the federal banking agencies have developed a "Community Bank Leverage Ratio" (the ratio of a bank's Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A "qualifying community bank" that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered "well capitalized" under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution's risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies initially set the new Community Bank Leverage Ratio at 9%. In April 2026, the federal banking agencies finalized a rule lowering the Community Bank Leverage Ratio to 8%, effective July 1, 2026; early adoption is not permitted. As of June 30, 2026, the Bank has not elected to follow the Community Bank Leverage Ratio.

At June 30, 2026, we satisfied the minimum regulatory capital requirements and were well capitalized within the meaning of federal regulatory requirements. 

  "Well Capitalized Minimums" As of June 30, 2026 As of December 31, 2025
Tier 1 Leverage Ratio      
Bank 5.00% 7.09% 6.90%
Consolidated N/A 6.22% 5.93%
Tier 1 Risk-based Capital Ratio
Bank 8.00% 14.95% 12.24%
Consolidated 8.00% 13.10% 10.52%
Total Risk-based Capital Ratio
Bank 10.00% 16.21% 13.48%
Consolidated 10.00% 15.97% 13.12%
Common Equity Tier One Capital Ratio
Bank 6.50% 14.95% 12.24%
Consolidated N/A 11.31% 9.03%

EX-99.2 3 fgbi-ex992pressreleaselett.htm EX-99.2 Document

EXHIBIT 99.2
JULY 27, 2026
NEWS FOR IMMEDIATE RELEASE
CONTACT: ERIC J. DOSCH, CFO
985.375.0308
 
Dear shareholders,

“We continue to move forward with our business strategy to reduce balance sheet risk, improve earnings, and grow capital. As we look further into the remainder of this year, I want to further expand upon our continuing strategy. First, we are focused on reducing our non-performing and criticized assets. We will continue to report on our top 10 largest non-performing assets and our top 10 adversely classified and special mention loans. Since the top 10 loans in each category drive the overall portfolio balances, a change in just a few loans significantly improves our loan portfolio. This occurred in the second quarter as a $14.0 million non-accrual relationship paid off.

“Our internal guidance is to reduce adversely classified assets to less than 30% of our bank’s total regulatory capital. By improving our bank Total Capital ratio to over 16% at June 30, 2026, we have come a long way in managing credit risk since the ratio was 11.28% at June 30, 2024. We have established an internal risk weighted capital ratio guidance of 14% or higher for our bank subsidiary. We are now well below the regulatory guidance for commercial real estate at approximately 254.4% of total bank capital at June 30, 2026.

“Our senior management has initiated a plan for each of the adversely classified assets with a balance in excess of $2.0 million. We are working with our borrowers to improve the underlying credit quality of their loans, or in several cases refinance to another financial institution. We are actively marketing our OREO properties. One property, an independent living center, makes up 80% of our OREO balance at June 30, 2026. Our book balance is $23.3 million for this property. We estimate its quarterly carrying cost to be about $0.3 million or $1.2 million annually.

“Our internal and external loan review continue to rigorously evaluate credits. The senior management loan committee unanimously approves new loans in excess of $2.5 million. The lending team is developing a more diversified loan portfolio with smaller credits than previously originated. We believe this strategy reduces future credit risk and translates into expanded customer relationships.

“We are reducing surplus liquidity on our balance sheet in order to improve our margins and our Tier 1 leverage ratio. First Guaranty increased on balance sheet liquidity during the time period when we changed our business model to address asset quality issues. The laddered portfolio of brokered deposits that mature in 2026 and 2027 provides First Guaranty with the option to reduce excess liquidity. Our on-balance sheet cash can offset maturing or called brokered deposits. Our bank-level Tier 1 leverage ratio was 7.09% at June 30, 2026. Our target ratio is 9.0% or greater.

“First Guaranty continues to invest in operational efficiency. Our Board of Directors has approved a strategy to expand the use of artificial intelligence across our operations, governed by a formal risk management framework consistent with our regulatory obligations. An internal leadership team is focused on implementing practical AI solutions that lower operating costs and improve products and services for our customers. As part of this strategy, we are deploying AI capabilities within a private, secure cloud environment that keeps our data under our control and enhances client service.

“First Guaranty provides essential banking services for our local communities. I look forward to leading us forward as we achieve our goal to be the premier community bank for the markets we serve in Louisiana, Kentucky and West Virginia.”

Sincerely,

/s/ Michael R. Mineer
Michael R. Mineer
President and Chief Executive Officer