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  4. [8-K] First Guaranty Bancshares, Inc. Reports Material Event

FDIC consent order tightens capital and dividends at First Guaranty (NASDAQ: FGBI)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Guaranty Bancshares, Inc. reported that its subsidiary, First Guaranty Bank, entered into a Stipulation to the Issuance of a Consent Order with the FDIC and the Louisiana Office of Financial Institutions, effective August 7, 2026. The Bank consented to the order without admitting or denying any charges. The Consent Order, which followed a September 2, 2025 joint examination, requires stronger board oversight and higher capital, including a Tier 1 leverage capital ratio of at least 9% and a total risk-based capital ratio of at least 14%. While the order is in effect, the Bank may not pay dividends to the holding company without prior written consent from both regulators.

The Consent Order also limits additional credit to borrowers with assets classified loss, doubtful, or substandard in the 2025 examination, and sets deadlines to charge off or collect loss and a portion of doubtful assets, submit a plan to reduce remaining classified assets, and address weaknesses in loan documentation, loan review, commercial real estate concentration monitoring, stress testing, and underwriting. As of June 30, 2026, the Bank’s Tier 1 leverage ratio was 7.09% and its total risk-based capital ratio was 16.21%, so the leverage ratio remains below the new minimum. The Bank has submitted a capital plan and currently believes it complies with the Consent Order apart from the Tier 1 leverage requirement.

Positive

  • None.

Negative

  • Regulators imposed a Consent Order requiring a higher 9% Tier 1 leverage ratio, restricting dividends without approval, while the Bank’s leverage ratio is only 7.09%.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Required Tier 1 leverage capital ratio 9% Minimum Tier 1 leverage ratio mandated by the Consent Order
Required total risk-based capital ratio 14% Minimum total risk-based capital ratio mandated by the Consent Order
Tier 1 leverage ratio 7.09% First Guaranty Bank Tier 1 leverage ratio as of June 30, 2026
Total risk-based capital ratio 16.21% First Guaranty Bank total risk-based capital ratio as of June 30, 2026
Loss and doubtful asset cleanup deadline 120 days Time after Effective Date to eliminate loss assets and 50% of doubtful assets
Plan for remaining classified assets 60 days Time after Effective Date to submit plan to reduce doubtful and substandard assets
CRE and underwriting remediation deadlines 90 days Time after Effective Date to address CRE concentration, stress testing, and underwriting weaknesses
Classified asset threshold $2 million Balance threshold for detailed reporting on each classified asset in the reduction plan
Tier 1 leverage capital ratio financial
"The Bank must maintain a Tier 1 leverage capital ratio equal to or greater than 9%"
The Tier 1 leverage capital ratio measures a bank’s core financial cushion—mainly equity and retained profits—against its total assets, showing what share of its balance sheet is funded by high-quality capital rather than borrowed money. Think of it as the percentage of a building supported by solid pillars instead of temporary scaffolding; a higher ratio means the bank can better absorb losses and is less likely to need outside help, which matters to investors assessing safety, regulatory compliance, dividend risk and long-term stability.
total risk-based capital ratio financial
"and a total risk-based capital ratio equal to or greater than 14%"
The total risk-based capital ratio measures a financial firm's cushion against losses by comparing its available capital to its assets after those assets are adjusted for how risky they are. Think of it as the size of a safety net relative to the weight of everything being balanced on it: the bigger the ratio, the more able the firm is to absorb bad outcomes without defaulting or needing help. Investors watch this number because it signals regulatory strength, solvency, and how much room the firm has to pay dividends, lend or grow safely.
classified assets financial
"relating primarily to board oversight, capital maintenance, classified assets, credit administration"
commercial real estate (CRE) concentrations financial
"commercial real estate (CRE) concentrations and monitoring, and dividends"
stress testing financial
"implement measures to correct the weaknesses regarding CRE stress testing identified in the 2025 Exam"
Stress testing is a process where a company or financial regulator simulates extreme but plausible scenarios—like sharp market drops, credit losses, or sudden cash needs—to see how the business would cope. It matters to investors because the results reveal whether a firm has enough cash, capital and risk controls to survive shocks, similar to a car crash test showing how safe a vehicle is; stronger results reduce uncertainty about losses and the chance of forced asset sales or rescue needs.

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FAQ

How do First Guaranty Bank’s current capital ratios compare to the new requirements?
As of June 30, 2026, First Guaranty Bank’s Tier 1 leverage ratio was 7.09%, below the required 9%, while its total risk-based capital ratio was 16.21%, above the required 14%. The Bank has submitted a capital plan to regulators to address the leverage shortfall.

What actions must First Guaranty Bank (FGBI) take regarding classified assets?
Within 120 days of the Effective Date, First Guaranty Bank must eliminate, by charge-off or collection, all assets classified loss and 50% of those classified doubtful in the 2025 exam, and within 60 days submit a plan to reduce remaining doubtful and substandard assets, including details for exposures of $2 million or more.
0001408534false00014085342026-08-072026-08-070001408534us-gaap:CommonStockMember2026-08-072026-08-070001408534us-gaap:NoncumulativePreferredStockMember2026-08-072026-08-07

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): August 7, 2026

Image1.jpg
FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Louisiana001-3762126-0513559
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par valueFGBIThe 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)FGBIPThe Nasdaq Stock Market LLC



Item 8.01.        Other Events.

First Guaranty Bank (the “Bank”), a wholly-owned subsidiary of First Guaranty Bancshares, Inc. (“First Guaranty”), entered into a Stipulation to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) and the Louisiana Office of Financial Institutions (the “OFI”), consenting to the issuance of a Consent Order by the FDIC and the OFI (the “Consent Order”). The Consent Order became effective on August 7, 2026 (the “Effective Date”). The Bank consented to the issuance of the Consent Order without admitting or denying any charges of unsafe or unsound banking practices or violations of law. The Consent Order primarily resulted from the September 2, 2025, joint examination of the Bank conducted by the FDIC and OFI (the “2025 Exam”). In the period between that 2025 Exam and the issuance of the Consent Order, the Bank’s board of directors (the “Board”) and management have taken a number of steps to address the issues identified in the Consent Order. A copy of the Consent Order is attached hereto as Exhibit 99.1, and the description of the contents of the Consent Order in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Consent Order, which is incorporated herein by reference.

The Consent Order requires the Bank to undertake a number of actions and comply with certain restrictions relating primarily to board oversight, capital maintenance, classified assets, credit administration, commercial real estate (CRE) concentrations and monitoring, and dividends. These provisions are summarized in more detail below:

•The Board must monitor and confirm the completion of actions taken by management to comply with the Consent Order and ensure that the Bank has sufficient policies, personnel, resources, and systems to implement and adhere to the Consent Order.

•The Bank must maintain a Tier 1 leverage capital ratio equal to or greater than 9% and a total risk-based capital ratio equal to or greater than 14%. If the Bank fails to maintain the required capital ratios, the Bank must submit a plan to the FDIC and OFI to increase Tier 1 Capital or take other measures to bring the Bank’s capital ratios to the levels required by the Consent Order.

•The Bank is restricted from extending additional credit to borrowers whose credit remains uncollected and was charged off or classified “loss” by the FDIC or OFI in the 2025 Exam, subject to certain limited exceptions.

•The Bank is restricted from extending additional credit to borrowers whose credit remains uncollected and was classified “doubtful” or “substandard” by the FDIC or OFI in the 2025 Exam, unless the Board has signed a detailed written statement giving reasons why failure to extend such credit would be detrimental to the best interests of the Bank.

•Within 120 days after the Effective Date, the Bank must, to the extent it has not previously done so, eliminate from its books, by charge-off or collection (excluding through the proceeds of any loan from the Bank), all assets or portions of assets classified “loss” and 50% of the assets classified “doubtful” by the FDIC or OFI in the 2025 Exam.

•Within 60 days after the Effective Date, the Bank must submit a written plan to the FDIC and OFI to reduce the remaining assets classified “doubtful” and “substandard” in the 2025 Exam, including specified information for each classified asset with a balance of $2 million or more.

•The Bank must maintain satisfactory loan documentation practices and identify, track, correct and report to the Board loan policy exceptions.

•The Board must maintain a satisfactory loan review program commensurate with the Bank’s credit risk profile and commercial real estate concentration.

•Within 90 days after the Effective Date, the Board must maintain and submit for approval a written plan for identifying, measuring, and monitoring the Bank’s CRE concentration.

•Within 90 days after the Effective Date, the Board must implement measures to correct the weaknesses regarding CRE stress testing identified in the 2025 Exam.

•Within 90 days after the Effective Date, the Board must implement measures to correct certain loan underwriting and credit administration weaknesses described in the 2025 Exam.

•So long as the Consent Order is in effect, the Bank may not pay any dividend to First Guaranty without the prior written consent of the FDIC and OFI.

•The Bank must furnish quarterly progress reports to the FDIC and OFI regarding compliance with the Consent Order.

The Consent Order will remain in effect until modified, terminated, suspended, or set aside by the FDIC and OFI.

Management and the Board have been working to address the issues identified in the 2025 Exam, and will continue and expand these efferots to comply with the Consent Order. As of June 30, 2026, the Bank’s Tier 1 leverage ratio was 7.09% and its total risk-based capital ratio was 16.21%. The Bank has submitted a capital plan to the FDIC and OFI. Other than the achievement of the required Tier 1 leverage ratio, the Bank currently believes that it is in full compliance with the Consent Order as of the date hereof.





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.

Item 9.01.        Financial Statements and Exhibits. 

Exhibit 99.1    Consent Order dated August 7, 2026.
Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: August 7, 2026
By:/s/Eric J. Dosch
Eric J. Dosch
Chief Financial Officer




 INDEX TO EXHIBITS

 
Exhibit NumberDescription
Exhibit 99.1
Consent Order dated August 7, 2026.
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

Source: View Original Filing on SEC EDGAR

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