First Guaranty Bancshares, Inc. SEC Filings

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.

First Guaranty Bancshares, Inc. reported a challenging 2025, with a net loss of $56.0 million and a loss per common share of $4.17, compared with a profit in 2024. Results were driven by heavy credit costs, including a $81.7 million provision for credit losses, $77.2 million in loan charge-offs, and a $12.9 million goodwill impairment.

Despite the full-year loss, the bank returned to profitability in the fourth quarter, earning $2.5 million in net income and $0.12 per common share. Total loans fell to $2.1 billion, down 23.2%, as management intentionally shrank the portfolio to reduce risk, while deposits rose to $3.6 billion, up 4.5%, supporting liquidity. Nonperforming assets declined from $126.3 million to $95.5 million, and the risk-weighted capital ratio improved to 13.48% as of December 31, 2025.

First Guaranty Bancshares, Inc. declared a quarterly cash dividend on its 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock. The dividend equals $16.875 per share of Series A Preferred Stock, or $0.421875 per depositary share, each representing a 1/40th interest in a preferred share.

The dividend will be paid on March 2, 2026 to the depositary, which will distribute it to holders of record of the depositary shares as of February 15, 2026.

First Guaranty Bancshares, Inc. filed a Form 8-K to announce that it issued a press release with its financial results for the three months and year ended December 31, 2025. The press release, dated January 28, 2026, is included as Exhibit 99.1 to the filing.

The company states that the press release is being "furnished" rather than "filed" for purposes of certain securities law provisions, meaning it is provided for informational disclosure without being incorporated into other Securities Act filings by default.

First Guaranty Bancshares, Inc. reported an insider share purchase by a director. On 12/11/2025, the director acquired 5,745 shares of common stock in a transaction coded as a purchase at a reported weighted average price of $4.53 per share.

After this trade, the director beneficially owns 51,121 common shares in direct form. The filing notes that the transaction was executed in multiple trades at prices ranging from $4.51 to $4.53, with $4.53 disclosed as the weighted average sale price across those trades.

First Guaranty Bancshares, Inc. senior vice president and chief financial officer Eric Dosch reported small personal acquisitions of company common stock. On 12/08/2025 he acquired 100 shares at $4.59 per share through an IRA, and on 12/09/2025 he acquired another 100 shares at $4.82 through the same IRA. Following these transactions, his IRA holds 932 shares, he holds 28,396 shares directly, and additional indirect holdings include 147 shares held by his spouse, 732 shares held by a revocable living trust, and 382 shares each held in custodial accounts for his minor son and daughter.

First Guaranty Bancshares, Inc. reported an insider stock transaction by one of its directors. The filing shows a transaction on 12/10/2025 involving 7,500 shares of common stock at a weighted average price of $4.54 per share. The trades were executed in multiple lots at prices ranging from $4.50 to $4.58.

After this activity, the director beneficially owns 45,376 shares of First Guaranty Bancshares common stock held directly. The reporting person has undertaken to provide, upon request, full information on the number of shares and specific prices for each trade to the SEC staff, the issuer, or any security holder.

First Guaranty Bancshares, Inc. director reports open‑market share purchases. Director Edgar R. Smith III disclosed multiple purchases of FGBI common stock in November 2025. On November 17, 2025, entities affiliated with him bought 1,500 shares at $5.78 per share. On November 20, 2025, additional purchases included 1,500 shares at $4.85, 15,000 shares at a weighted average price of $4.97, 2,500 shares at $4.81, and 800 shares at $4.95. After these transactions, he reports 2,867,467 shares held directly and several indirect holdings through limited liability companies, reflecting substantial ongoing ownership in the bank’s stock.

First Guaranty Bancshares, Inc. reported a sharp turnaround to losses for the quarter ended September 30, 2025, driven by heavy credit costs and a goodwill write-down. The company posted a quarterly net loss of $45.0 million, compared with net income of $1.9 million a year earlier, as the provision for credit losses surged to $47.9 million and it recorded a non-cash goodwill impairment of $12.9 million. For the first nine months of 2025, the net loss totaled $58.5 million, versus net income of $11.4 million in the prior-year period.

Total loans fell to $2.28 billion from $2.70 billion at year-end 2024, while the allowance for credit losses more than doubled to $85.7 million, reflecting rising nonaccrual loans and problem credits, particularly in commercial real estate and commercial leases. Shareholders’ equity declined to $221.1 million from $255.0 million, even after issuing new common shares via private placements, debt-for-equity exchange, and payment-in-kind interest, which increased common shares outstanding to 15.35 million as of October 31, 2025.