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

First Guaranty (NASDAQ: FGBI) swings to Q2 2026 profit as credit improves

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

Rhea-AI Filing Summary

First Guaranty Bancshares, Inc. reported a return to profitability, with net income of $3.4 million for the quarter ended June 30, 2026 versus a loss of $(7.3) million a year earlier, and $6.2 million for the first six months versus $(13.5) million, helped by sharply lower credit loss provisions. Quarterly EPS was $0.17, up from $(0.61), while net interest income was stable at $22.3 million and the net interest margin edged up to 2.37%.

The balance sheet continued to de-risk and shrink. Total assets fell to $3.9 billion, loans declined 14.7% to $1.8 billion, and deposits were $3.5 billion, while investment securities increased to $1.2 billion. Asset quality indicators improved: nonaccrual loans declined to $40.6 million, non-performing assets to $70.3 million, and both special mention and substandard loans fell meaningfully, though charge-offs rose to $7.7 million in the quarter. One independent living center OREO property represents $23.3 million, about 80% of other real estate owned.

Capital remained strong, with total risk-based capital of 16.21% at the bank and a capital conservation buffer well above minimums. Book value per share was $11.75 and tangible book value per share $11.63. The company maintained a $0.01 quarterly common dividend and paid $1.2 million in preferred dividends in the first half. Management outlined plans to further reduce criticized assets, sell Texas operations involving approximately $227 million of deposits and $93 million of loans, lower surplus liquidity to enhance margins, and deploy artificial intelligence solutions under a formal risk framework.

Positive

  • Return to profitability: Net income was $3.4 million in Q2 2026 and $6.2 million for the first six months, compared with losses of $(7.3) million and $(13.5) million a year earlier, supported by much lower credit loss provisions.
  • Improved credit quality indicators: Nonaccrual loans fell to $40.6 million from $59.6 million since December 31, 2025, while special mention loans declined $142.9 million and substandard loans fell $71.0 million over the same period.
  • Stronger regulatory capital: The bank’s total risk-based capital ratio reached 16.21% at June 30, 2026, with a capital conservation buffer of 8.21%, comfortably above the 10.00% well-capitalized minimum and 2.50% buffer requirement.

Negative

  • Significant loan contraction: Total loans net of unearned income decreased $304.6 million, or 14.7%, to $1.8 billion at June 30, 2026 compared with December 31, 2025, contributing to a smaller balance sheet.
  • Elevated charge-offs: Charge-offs were $7.7 million in Q2 2026 versus $1.1 million a year earlier, and $13.2 million for the first six months versus $8.0 million in 2025, despite improving nonperforming loan metrics.

Filing Explained

At June 30, 2026, common shares outstanding were 16,539,094 versus 15,793,433 at year-end, creating a dilution mechanism for existing holders.

The July 27 Form 8-K reports unaudited second-quarter and six-month results and says the agreed Texas operations sale is expected to close on July 31, 2026; the sale is therefore pending, not completed.

At June 30, 2026, common shares issued and outstanding were 16,539,094, compared with 15,793,433 at December 31, 2025; the filing attributes part of the decline in book value per common share to recent share issuance.

Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, so the disclosed share increase is a dilution mechanism for existing common holders.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Income $3.4 million Net income for the three months ended June 30, 2026 vs $(7.3) million in 2025
Six-Month Net Income $6.2 million For the six months ended June 30, 2026; increase of $19.6 million vs 2025
Total Loans $1.8 billion Total loans net of unearned income at June 30, 2026, down $304.6 million or 14.7% from December 31, 2025
Non-performing Assets $70.3 million Total non-performing assets at June 30, 2026; 1.81% of total assets
Allowance for Credit Losses $34.3 million Allowance equal to 1.94% of total loans at June 30, 2026
Bank Total Risk-based Capital Ratio 16.21% Bank ratio at June 30, 2026 vs 10.00% well-capitalized minimum
Net Interest Margin (Q2 2026) 2.37% Net interest margin for the three months ended June 30, 2026, up 3 basis points from 2025
Tangible Book Value Per Share $11.63 Tangible book value per common share at June 30, 2026
nonaccrual loans financial
"Nonaccrual loans decreased $19.0 million to $40.6 million at June 30, 2026"
Nonaccrual loans are loans a lender has stopped counting toward interest income because the borrower is overdue or unlikely to pay; the lender only records cash payments received and may set aside extra funds to cover potential losses. For investors, a rising number or amount of nonaccrual loans signals weaker credit quality, lower future interest revenue and larger potential write-downs — similar to pausing expected subscription income when many customers stop paying.
other real estate owned financial
"First Guaranty had $29.7 million of other real estate owned as of June 30, 2026"
Assets a lender or financial firm holds after taking back real property through foreclosure or repossession because a borrower defaulted. Think of it like a store keeping returned items it didn’t sell — these properties are not earning interest, can be costly to maintain, and may be sold at a loss or profit, so they directly affect a lender’s balance sheet, cash flow and perceived credit risk for investors.
Tier 1 leverage ratio regulatory
"Our bank-level Tier 1 leverage ratio was 7.09% at June 30, 2026"
Tier 1 leverage ratio measures a bank’s core capital — the money that can absorb losses — as a share of its total assets, showing how much of its balance sheet is funded by real loss-absorbing capital rather than borrowed money. Investors use it like a safety gauge: a higher ratio means a bigger cushion against shocks and lower risk of insolvency, similar to how a thicker spare tire reduces the chance of being stranded.
capital conservation buffer regulatory
"As of June 30, 2026, the Bank's capital conservation buffer was 8.21% exceeding the minimum of 2.50%"
A capital conservation buffer is an extra layer of a bank's own money held above minimum capital rules so the bank can absorb losses and keep lending during tough times. Think of it like an emergency savings account for a bank: it lowers the chance of sudden dividend cuts, forced stock sales, or government support, and therefore affects investor views of a bank’s safety, earnings stability and valuation.
Community Bank Leverage Ratio regulatory
"the federal banking agencies finalized a rule lowering the Community Bank Leverage Ratio to 8%"
Community bank leverage ratio is a regulatory measure that compares a bank’s core capital (its safety cushion) to the size of its balance sheet, showing what share of assets is backed by tangible equity rather than borrowed money. Investors use it like a health check: a higher ratio means the bank has more buffer to absorb losses, support lending and dividends, and face fewer regulatory limits, while a lower ratio signals greater risk.
special mention loan relationships financial
"Special mention loan relationships totaled $186.6 million as of June 30, 2026"
Net income, three months ended June 30 $3.4 million from $(7.3) million loss in the three months ended June 30, 2025
Net income, six months ended June 30 $6.2 million increase of $19.6 million compared to the six months ended June 30, 2025
Earnings per common share, three months $0.17 from $(0.61) for the three months ended June 30, 2025
Net interest margin, three months 2.37% an increase of 3 basis points from 2.34% for the same period in 2025

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did First Guaranty (FGBI) perform financially in Q2 2026?
First Guaranty reported net income of $3.4 million in Q2 2026, versus a $(7.3) million loss a year earlier. Earnings per common share were $0.17, compared with $(0.61) in Q2 2025, as provisions for credit losses dropped sharply and net interest income held steady.

What were First Guaranty (FGBI)'s results for the first six months of 2026?
For the six months ended June 30, 2026, First Guaranty earned $6.2 million versus a $(13.5) million loss in 2025, an increase of $19.6 million. Earnings per common share were $0.31 versus $(1.15), and return on average assets improved to 0.31% from (0.69)%.

How did FGBI's loans and deposits change by June 30, 2026?
At June 30, 2026, total loans net of unearned income were $1.8 billion, down $304.6 million, or 14.7%, from December 31, 2025. Total deposits were $3.5 billion, a decrease of $175.8 million, or 4.8%, over the same period, while investment securities increased to $1.2 billion.

What is First Guaranty (FGBI)'s asset quality profile as of June 30, 2026?
Nonaccrual loans declined to $40.6 million from $59.6 million at December 31, 2025, and total non-performing assets were $70.3 million, or 1.81% of total assets. The allowance for credit losses was $34.3 million, representing 1.94% of total loans, and there were no doubtful loan relationships.

What are FGBI's key capital ratios and book value at June 30, 2026?
The bank’s total risk-based capital ratio was 16.21% and Tier 1 leverage ratio 7.09% at June 30, 2026. Consolidated total shareholders’ equity was $227.4 million, book value per common share was $11.75, and tangible book value per common share was $11.63.

What strategic actions is First Guaranty (FGBI) pursuing in 2026?
Management is focused on reducing non-performing and criticized assets, selling Texas operations with about $227 million of deposits and $93 million of loans, lowering surplus liquidity to improve margins and Tier 1 leverage, and expanding the use of artificial intelligence within a controlled, private-cloud environment.

What dividends did First Guaranty (FGBI) pay in early 2026?
First Guaranty’s board declared $0.01 per common share in cash dividends in Q2 2026, consistent with Q2 2025, marking 132 consecutive quarterly dividends. The company also paid $1.2 million in preferred stock dividends during the first six months of 2026.
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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)
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 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 NumberDescription
Exhibit 99.1
Press Release July 27, 2026 "First Guaranty Bancshares, Inc. Announces Second Quarter 2026 Financial Results."
Exhibit 99.2
Letter to Shareholders dated July 27, 2026.


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, 2026December 31, 2025
Assets  
Cash and cash equivalents:  
Cash and due from banks$781,030 $845,150 
Federal funds sold546 551 
Cash and cash equivalents781,576 845,701 
Interest-earning time deposits with banks250250
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 securities1,213,961 999,267 
Federal Home Loan Bank stock, at cost10,433 10,206 
Loans, net of unearned income1,765,210 2,069,802 
Less: allowance for credit losses34,299 40,755 
Net loans1,730,911 2,029,047 
Premises and equipment, net72,656 59,585 
Intangible assets, net2,218 2,638 
Other real estate, net29,721 35,084 
Accrued interest receivable11,875 12,455 
Other assets41,409 84,088 
Total Assets$3,895,010 $4,078,321 
Liabilities and Shareholders' Equity  
Deposits:  
Noninterest-bearing demand$415,296 $414,604 
Interest-bearing demand1,092,746 1,165,061 
Savings224,436 213,936 
Time1,724,574 1,839,276 
Total deposits3,457,052 3,632,877 
Repurchase agreements7,227 7,119 
Accrued interest payable17,492 17,637 
Long-term advances from Federal Home Loan Bank135,000 135,000 
Senior long-term debt14,214 14,203 
Junior subordinated debentures29,835 29,805 
Other liabilities6,840 15,462 
Total Liabilities3,667,660 3,852,103 
Shareholders' Equity  
Preferred stock, Series A - $1,000 par value - 100,000 shares authorized  
Non-cumulative perpetual; 34,500 issued and outstanding33,058 33,058 
Common stock, $1 par value - 100,600,000 shares authorized; 16,539,094 and 15,793,433 shares issued and outstanding16,539 15,793 
Surplus176,492 170,621 
Retained earnings18,742 14,055 
Accumulated other comprehensive (loss) income(17,481)(7,309)
Total Shareholders' Equity227,350 226,218 
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)2026202520262025
Interest Income:
Loans (including fees)$33,090 $41,013 $66,369 $83,982 
Deposits with other banks6,073 7,511 14,710 13,510 
Securities (including FHLB stock)12,118 5,797 22,477 11,292 
Total Interest Income51,281 54,321 103,556 108,784 
Interest Expense:
Demand deposits8,241 12,708 17,851 24,912 
Savings deposits963 1,336 1,909 2,598 
Time deposits17,395 15,196 35,994 31,086 
Borrowings2,404 2,841 4,835 5,725 
Total Interest Expense29,003 32,081 60,589 64,321 
Net Interest Income22,278 22,240 42,967 44,463 
Less: Provision for credit losses2,625 16,610 5,250 31,158 
Net Interest Income after Provision for Credit Losses19,653 5,630 37,717 13,305 
Noninterest Income:
Service charges, commissions and fees736 834 1,494 1,683 
ATM and debit card fees655 778 1,297 1,525 
Net gains on securities— — 1 — 
Net gains on sale of assets— — 44 4 
Other508 544 1,271 1,298 
Total Noninterest Income1,899 2,156 4,107 4,510 
Total Business Revenue, Net of Provision for Credit Losses21,552 7,786 41,824 17,815 
Noninterest Expense:
Salaries and employee benefits7,029 7,843 14,381 16,284 
Occupancy and equipment expense2,361 2,605 4,825 5,245 
Other7,818 6,819 14,731 13,755 
Total Noninterest Expense17,208 17,267 33,937 35,284 
Income (Loss) Before Income Taxes4,344 (9,481)7,887 (17,469)
Provision (benefit) for income taxes913 (2,178)1,713 (4,000)
Net Income (Loss)3,431 (7,303)6,174 (13,469)
Less: Preferred stock dividends582 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 Outstanding16,326,060 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, 2026Three Months Ended June 30, 2025
(in thousands except for %)Average BalanceInterestYield/Rate (5)Average BalanceInterestYield/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 sold544 — — %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 assets3,765,588 $51,281 5.46 %3,808,097 $54,321 5.72 %
Noninterest-earning assets:
Cash and due from banks24,787 20,676 
Premises and equipment, net68,430 66,172 
Other assets44,854 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 deposits219,383 963 1.76 %243,589 1,336 2.20 %
Time deposits1,759,634 17,395 3.96 %1,406,320 15,196 4.33 %
Borrowings186,565 2,404 5.17 %200,862 2,841 5.67 %
Total interest-bearing liabilities3,230,246 $29,003 3.60 %3,218,257 $32,081 4.00 %
Noninterest-bearing liabilities:
Demand deposits416,385 406,409 
Other31,969 39,427 
Total Liabilities3,678,600 3,664,093 
Shareholders' equity225,059 253,728 
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 liabilities116.57 %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, 2026Six Months Ended June 30, 2025
(in thousands except for %)Average BalanceInterestYield/Rate (5)Average BalanceInterestYield/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 sold546 — — %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 assets3,911,431 $103,556 5.34 %3,820,935 $108,784 5.74 %
Noninterest-earning assets:      
Cash and due from banks24,411 20,517   
Premises and equipment, net63,743 66,550   
Other assets46,862 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 deposits217,272 1,909 1.77 %240,265 2,598 2.18 %
Time deposits1,817,975 35,994 3.99 %1,423,912 31,086 4.40 %
Borrowings186,351 4,835 5.23 %201,441 5,725 5.73 %
Total interest-bearing liabilities3,367,998 $60,589 3.63 %3,236,248 $64,321 4.01 %
Noninterest-bearing liabilities:      
Demand deposits416,993 404,214   
Other35,461 39,679   
Total Liabilities3,820,452   3,680,141   
Shareholders' equity225,995 254,708   
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, 2026March 31, 2026December 31, 2025September 30, 2025
(in thousands except for %)BalanceAs % of CategoryBalanceAs % of CategoryBalanceAs % of CategoryBalanceAs % of Category
Real Estate:    
Construction & land development$99,000 5.6 %$109,758 5.7 %$149,493 7.2 %$231,156 10.1 %
Farmland30,878 1.7 %31,377 1.6 %32,160 1.5 %31,685 1.4 %
1- 4 Family420,388 23.8 %427,518 22.2 %428,773 20.7 %441,017 19.3 %
Multifamily85,772 4.8 %127,973 6.6 %144,235 6.9 %137,582 6.0 %
Non-farm non-residential790,300 44.7 %879,022 45.5 %948,536 45.7 %1,003,198 43.9 %
Total Real Estate1,426,338 80.6 %1,575,648 81.6 %1,703,197 82.0 %1,844,638 80.7 %
Non-Real Estate:
Agricultural42,860 2.4 %37,899 2.0 %35,244 1.7 %44,737 2.0 %
Commercial and industrial222,627 12.6 %214,368 11.1 %228,738 11.0 %227,077 9.9 %
Commercial leases56,619 3.2 %71,110 3.7 %75,617 3.7 %134,958 5.9 %
Consumer and other21,223 1.2 %31,070 1.6 %33,023 1.6 %34,763 1.5 %
Total Non-Real Estate343,329 19.4 %354,447 18.4 %372,622 18.0 %441,535 19.3 %
Total loans before unearned income1,769,667 100.0 %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, 2026March 31, 2026December 31, 2025September 30, 2025
Nonaccrual loans: 
Real Estate: 
Construction and land development$18,823 $9,466 $9,281 $8,707 
Farmland2,595 2,633 2,671 2,777 
1- 4 family7,593 8,865 9,768 10,536 
Multifamily2,215 2,231 2,278 23,998 
Non-farm non-residential7,064 21,789 24,347 42,532 
Total Real Estate38,290 44,984 48,345 88,550 
Non-Real Estate:
Agricultural1,436 1,645 2,172 1,886 
Commercial and industrial841 1,224 2,266 5,339 
Commercial leases— 6,483 6,640 18,358 
Consumer and other27 73 158 132 
Total Non-Real Estate2,304 9,425 11,236 25,715 
Total nonaccrual loans40,594 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 loans40,594 54,639 60,377 114,265 
Real Estate Owned:
Real Estate Loans:
Construction and land development1,161 1,161 8,161 8,545 
Farmland— — — — 
1- 4 family897 851 351 234 
Multifamily— — — — 
Non-farm non-residential27,663 26,860 26,572 3,271 
Total Real Estate29,721 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 Owned29,721 28,872 35,084 12,050 
Total non-performing assets$70,315 $83,511 $95,461 $126,315 
Non-performing assets to total loans3.98 %4.34 %4.61 %5.54 %
Non-performing assets to total assets1.81 %2.11 %2.34 %3.33 %
Non-performing loans to total loans2.30 %2.84 %2.92 %5.01 %
Nonaccrual loans to total loans2.30 %2.83 %2.88 %5.01 %
Allowance for credit losses to nonaccrual loans84.49 %70.74 %68.40 %75.01 %
Net loan charge-offs to average loans1.22 %0.99 %3.17 %1.55 %




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

Top 10 Non-Performing Assets  
BalanceAllocated ReserveOrigination YearLocation
Asset Description    
1Independent Living Center OREO$23,301 $— 2021Louisiana
2Assisted Living Center10,789 — 2023-2025Texas
3Commercial Land Development7,723 73 2023Texas
4Apartment Complex5,181 794 2023Louisiana
5Farmland2,391 — 2020Louisiana
6Hotel1,522 550 2016Louisiana
7Commercial Building1,175 — 2023West Virginia
8Commercial Real Estate965 — 2017Texas
9Retail Strip Center833 5 2016Louisiana
10Mobile Home Park OREO831 — 2020New 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, 2026June 30, 2026
BalanceAllocated ReserveLocationStatus
Asset Description   
1Independent Living Center$23,301 $— LouisianaRemains in OREO
2Assisted Living Center14,488 — LouisianaPaid Off
3Assisted Living Center9,138 — TexasRemains Nonaccrual
4Commercial Lease5,711 — MultistateCharged Off
5Apartment Complex5,208 857 LouisianaRemains Nonaccrual
6Farmland1,422 — LouisianaRemains Nonaccrual
7Commercial Real Estate1,308 28 TexasRemains Nonaccrual
8Commercial Building1,199 21 West VirginiaRemains Nonaccrual
9Mobile Home Park1,164 — New MexicoTransferred to OREO
10Poultry/Cattle Farm997 — LouisianaRemains 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
BalanceAllocated ReserveOrigination Year(s)Location
Relationship Description    
1Assisted Living Facility33,467 — 2022Alabama
2Construction Business20,607 — 2022-2024Louisiana & Texas
3Assisted Living Facility16,602 — 2017Louisiana
4Recreational Park16,465 — 2020Louisiana
5Land Subdivision16,152 — 2022Texas
6Warehouse Facility15,750 — 2011Louisiana & Tennessee
7Hotel Property14,518 — 2023Florida
8Multipurpose Commercial Real Estate Building8,884 — 2023Louisiana
9Multipurpose Commercial Real Estate Building7,317 — 2021Texas
10Hotel Property4,592 — 2023Georgia
$154,354 $— 

Top 10 Substandard Relationships
BalanceAllocated ReserveOrigination Year(s)Location
Relationship Description    
1Medical Facilities$45,302 $— 2008-2022Louisiana
2Owner Occupied Office Building30,705 — 2023Utah
3Manufacturing Company30,270 — 2015-2024Louisiana
4Medical Facilities23,176 `— 2020-2021Arkansas
5Commercial Retail Shopping Center13,204 — 2020-2022Oklahoma
6Food Processor12,755 — 2022-2024Ohio
7Gas Station & Convenience Store11,420 — 2023Louisiana
8Assisted Living Facility10,789 — 2023-2025Texas
9Commercial Land Development7,723 73 2023Texas
10Timber & Lodging7,006 — 2022-2024Louisiana
$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)2026202520262025
Other noninterest expense:  
Legal and professional fees$787 $671 $1,480 $1,759 
Data processing365 349 690 686 
ATM fees344 502 702 852 
Marketing and public relations189 163 411 404 
Taxes - sales, capital, and franchise518 543 1,034 1,043 
Operating supplies39 49 111 86 
Software expense and amortization1,237 1,188 2,409 2,404 
Travel and lodging127 126 182 198 
Telephone92 104 186 195 
Amortization of core deposit intangibles174 174 348 348 
Donations86 82 153 140 
Net costs from other real estate and repossessions530 24 898 74 
Regulatory assessment1,808 1,609 3,616 3,153 
Other1,522 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)2026202620252025
Other noninterest expense: 
Legal and professional fees$787 $693 $665 $988 
Data processing365 325 331 336 
ATM fees344 358 432 390 
Marketing and public relations189 222 174 151 
Taxes - sales, capital, and franchise518 516 237 542 
Operating supplies39 72 48 66 
Software expense and amortization1,237 1,172 1,289 1,211 
Travel and lodging127 55 133 88 
Telephone92 94 91 88 
Amortization of core deposit intangibles174 174 174 174 
Donations86 67 33 51 
Net costs from other real estate and repossessions530 368 815 13 
Regulatory assessment1,808 1,808 1,778 1,777 
Other1,522 989 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 %)20262025202420232022
Tangible Common Equity  
Total shareholders' equity$227,350 $226,218 $255,049 $249,631 $234,991 
Adjustments:
Preferred33,058 33,058 33,058 33,058 33,058 
Goodwill— — 12,900 12,900 12,900 
Acquisition intangibles1,918 2,266 2,962 3,658 4,355 
Other intangibles100 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 intangibles1,918 2,266 2,962 3,658 4,355 
Other intangibles100 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 assets4.94 %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, 2026As of December 31, 2025
Tier 1 Leverage Ratio   
Bank5.00%7.09%6.90%
ConsolidatedN/A6.22%5.93%
Tier 1 Risk-based Capital Ratio
Bank8.00%14.95%12.24%
Consolidated8.00%13.10%10.52%
Total Risk-based Capital Ratio
Bank10.00%16.21%13.48%
Consolidated10.00%15.97%13.12%
Common Equity Tier One Capital Ratio
Bank6.50%14.95%12.24%
ConsolidatedN/A11.31%9.03%


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

Source: View Original Filing on SEC EDGAR

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