First Guaranty (NASDAQ: FGBI) exits Texas with branch sale to Armstrong Bank
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Guaranty Bancshares, Inc. announced a definitive agreement for its wholly owned subsidiary, First Guaranty Bank, to sell its Texas operations to Armstrong Bank of Muskogee, Oklahoma. The deal covers five Texas branches, including four in the Dallas–Fort Worth metroplex and one in Waco, and will result in First Guaranty exiting the Texas market.
The transaction is expected to transfer approximately $270 million in deposits and $110 million in loans, and includes a 7.65% deposit premium. First Guaranty expects the sale to increase First Guaranty Bank’s Tier 1 leverage ratio by about 100 basis points, reinforcing its capital position and allowing greater focus on core markets. The transaction has been approved by both boards and is expected to close in the third quarter of 2026, subject to customary closing conditions.
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Insights
Branch sale exits Texas, boosts capital but shrinks footprint.
First Guaranty Bancshares plans to sell five Texas branches, including about
The company expects the transaction to increase First Guaranty Bank’s Tier 1 leverage ratio by roughly
Strategically, First Guaranty will exit Texas while continuing to operate locations in Louisiana, Kentucky and West Virginia as of the announcement. Closing is targeted for
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): March 10, 2026
(Exact name of registrant as specified in its charter)
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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):
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).
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Item 7.01 Regulation FD Disclosure
On March 10, 2026, First Guaranty Bancshares, Inc. (“First Guaranty”) issued a press release announcing that its wholly-owned banking subsidiary, First Guaranty Bank (the “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 press release announcing the transaction is attached as Exhibit 99.1, and is incorporated herein by reference.
The information in this Item 7.01 and 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 March 10, 2026.
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. | |||||||||||
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| Date: March 10, 2026 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||
INDEX TO EXHIBITS
| Exhibit Number | Description | ||||
Exhibit 99.1 | First Guaranty Bancshares, Inc. Press Release dated March 10, 2026. | ||||
EXHIBIT 99.1
March 10, 2026
NEWS FOR IMMEDIATE RELEASE
CONTACT: ERIC J. DOSCH, CFO
985.375.0308
First Guaranty Bancshares, Inc. Announces Sale of Texas Operations
Hammond, Louisiana, March 10, 2026 – First Guaranty Bancshares, Inc. ("First Guaranty") (NASDAQ: FGBI), the holding company for First Guaranty Bank, announced that it has executed a definitive purchase and assumption agreement for the sale of its Texas operations to Armstrong Bank of Muskogee, Oklahoma. This transaction has been approved by the respective board of directors and is expected to close in the third quarter of 2026 subject to customary closing conditions.
Transaction Highlights
•First Guaranty will exit the Texas market through the sale of its five Texas branches, consisting of four branches in the Dallas-Fort Worth metroplex and one in Waco.
•The transaction is expected to consist of approximately $270 million in deposits and $110 million in loans.
•The transaction includes a deposit premium of 7.65%.
•The transaction is expected to increase First Guaranty Bank’s Tier 1 leverage ratio by approximately 100 bps.
First Guaranty President and CEO Michael R. Mineer stated “We are pleased to partner with Armstrong Bank. They bring 117 years of experience along with a $2.6 billion balance sheet to support the operations of our Texas branches. This strategic transition reinforces First Guaranty’s capital position and strengthens our ability to focus on the markets most critical to our long‑term success. We are fully committed to ensuring a smooth and seamless experience for our customers and employees as we complete this transaction.”
“We are incredibly excited to expand our presence into Texas”, said Ryan Quidley, President and CEO of Armstrong Bank. “As a family-owned community bank established in 1909, we are thrilled to bring our relationship-driven approach and commitment to the communities of Fort Worth, Denton, McKinney, Waco, and Garland. These locations represent an important step in our continued growth across Texas, and we look forward to serving customers and supporting the local businesses and families that make these communities thrive.”
Piper Sandler served as financial advisor and Fenimore Kay Harrison LLP provided legal counsel to First Guaranty. Performance Trust Capital Partners, LLC, served as financial advisors and McAfee and Taft provided legal counsel to Armstrong Bank.
About Armstrong Bank
Since 1909, Armstrong Bank has taken pride in providing exceptional customer service. As a privately-owned bank with locations across Oklahoma, Arkansas, and Texas, our banking experts live and work in the communities that they serve. Armstrong employees dedicate their time and talents to a wide variety of community organizations and are always working to exceed community and customer expectations. For more information, visit www.armstrong.bank.
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-one 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.
FAQ
What transaction did First Guaranty Bancshares (FGBI) announce regarding its Texas operations?
First Guaranty Bancshares announced a definitive agreement to sell its Texas operations to Armstrong Bank. The deal includes five branches in Texas, transferring their related deposits, loans and certain other assets, and will result in First Guaranty fully exiting the Texas market upon completion.
How large is the Texas branch sale for First Guaranty Bancshares (FGBI) in terms of deposits and loans?
The Texas branch sale is expected to include about $270 million in deposits and $110 million in loans. These balances reflect the size of the transferred customer relationships and balance sheet exposure being moved from First Guaranty Bank to Armstrong Bank at closing.
What deposit premium is Armstrong Bank paying in the First Guaranty (FGBI) Texas transaction?
The transaction includes a deposit premium of 7.65%. A deposit premium represents consideration paid above the face value of deposits, reflecting the value of stable, low-cost deposit funding and established customer relationships assumed by the acquiring bank in the deal.
How will the Texas sale affect First Guaranty Bank’s capital ratios?
The sale is expected to increase First Guaranty Bank’s Tier 1 leverage ratio by about 100 basis points. A higher Tier 1 leverage ratio indicates more core capital relative to average assets, which can enhance regulatory capital strength and support future strategic initiatives in remaining markets.
When is the First Guaranty (FGBI) Texas branch sale to Armstrong Bank expected to close?
The Texas branch sale is expected to close in the third quarter of 2026. Completion remains subject to customary closing conditions, and both companies’ boards have already approved the deal, so subsequent regulatory and operational steps will determine the final closing date.
Which specific Texas locations are being sold by First Guaranty Bancshares (FGBI)?
First Guaranty will sell four branches in the Dallas–Fort Worth metroplex and one in Waco. These locations will transition to Armstrong Bank, which highlighted Fort Worth, Denton, McKinney, Waco and Garland as key communities for its continued expansion across Texas.
In which states will First Guaranty Bancshares (FGBI) continue operating after exiting Texas?
First Guaranty Bancshares will continue operating through First Guaranty Bank in Louisiana, Kentucky and West Virginia. As of the announcement, the bank maintains 31 locations across these states, while the Texas sale allows management to focus on its most critical long-term markets.
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First Guaranty